Trulieve Cannabis (TRUL) Proxy filing summary

Executive summary

• Special meeting scheduled for August 5, 2026, to vote on a plan of arrangement for continuance from British Columbia to Delaware.

• The plan aims to align the corporate structure with U.S. operations, enhance marketability, and streamline regulatory compliance.

• Shareholders will not experience dilution; all rights and securities convert on a one-for-one basis.

• The board unanimously recommends approval, citing strategic and operational benefits.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the Delaware Domestication plan, and (2) potential adjournment to solicit more proxies if needed.

• Approval requires a two-thirds majority of each class of shares, voting separately and together.

• Registered shareholders have dissent rights, with strict procedural requirements.

• Shareholder proposals and director nominations for future meetings must comply with SEC and BCBCA rules and deadlines.

Board of directors and corporate governance

• The number of directors will initially be set at seven post-domestication.

• Delaware law will govern director qualifications, removal, and board vacancies, with some differences from British Columbia law.

• Advance notice provisions for director nominations and business proposals are included in the bylaws.