Trulieve Cannabis Corp

This proposal requests shareholder approval of a special-resolution Plan of Arrangement to domesticate Trulieve from British Columbia to Delaware, converting the company’s constitutional documents to Delaware forms and exchanging existing Canadian-issued securities, options and equity awards into Delaware equivalents on a one-for-one basis (with associated charter and governance changes). Management advances the Domestication as aligning corporate domicile with the Company’s U.S.-centric operations, regulatory exposure and U.S. GAAP financial reporting, which it argues will improve investor comparability, marketability in U.S. capital markets and interactions with U.S. regulators, lenders and partners. The Plan preserves economic ownership and the Company represents there will be no dilution to shareholders; outstanding options, RSUs and PSUs will be converted to Delaware counterparts on equivalent terms and existing liabilities remain obligations of the continuing entity. The transaction requires Court approval under the BCBCA and provides dissent rights under British Columbia law for registered shareholders who comply strictly with the statutory process, and the Company will seek a Section 3(a)(10) exemption under the U.S. Securities Act so the court order may serve as the basis for issuance/exchange without separate U.S. registration. The Board recognizes potential disadvantages, including differences between Delaware and British Columbia law (for example, different appraisal, oppression and fiduciary frameworks), potential increased litigation exposure in U.S. courts, and administrative and tax costs (including a Canadian departure tax assessed on emigration), but concluded the strategic benefits outweigh these risks. The Board unanimously recommends a FOR vote, noting that completion remains subject to Court approval, required regulatory consents, the Registrar’s authorization to continue out of BC, and the Board’s final determination to proceed; shareholders opposed to the Arrangement may exercise dissent rights in strict compliance with the BCBCA and the Plan. The Final Order hearing will test procedural and substantive fairness; the Company will apply for the Final Order after shareholder approval and expects continued NYSE listing of the converted Delaware Common Stock.

This ordinary-resolution request asks shareholders to empower proxy holders to adjourn or postpone the special meeting to allow the Company to solicit further proxies if there are not enough votes at the scheduled meeting to approve Proposal 1 (the Delaware Domestication). Management’s practical objective is to avoid having the meeting fail on technical vote thresholds and to provide the Board time to solicit additional support without abandoning the proposed Arrangement or calling a new meeting, thereby conserving costs and streamlining the approval process. Approval requires a simple majority of shares present or represented by proxy; consequently the adjournment authority is a standard governance mechanism used to secure necessary voter turnout for significant transactions. If approved, the Board intends to use adjournments for solicitation purposes and expects any adjournment would typically be for a limited period (the Company does not currently anticipate an adjournment exceeding 30 days, but the Board retains discretion). The proposal does not change the substance of Proposal 1 or alter shareholder economic rights; rather, it provides procedural flexibility to obtain approval. The Board unanimously recommends a FOR vote because without this authority the Company may be unable to secure the supermajority votes required for the Arrangement in a single session, and adjournment is a common, shareholder-neutral step to permit additional outreach and proxy solicitation.