Trulieve Cannabis (TRUL) Proxy filing summary

Executive summary

• A special meeting is scheduled for August 5, 2026, to vote on a plan of arrangement to domesticate the company from British Columbia to Delaware, USA, under Section 288 of the BCBCA.

• The Delaware Domestication aims to align the corporate structure with U.S. operations, enhance access to U.S. capital markets, and streamline regulatory compliance.

• Shareholders will not experience dilution; all shares, options, and awards will convert on a one-for-one basis to Delaware equivalents.

• The board unanimously recommends voting in favor of the arrangement and adjournment proposals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approving the Delaware Domestication plan of arrangement, and (2) authorizing adjournment of the meeting if more votes are needed.

• Approval requires a two-thirds majority of both Subordinate and Multiple Voting Shares, voting together and separately.

• Shareholders may submit proposals or director nominations for future meetings, subject to SEC and BCBCA rules and deadlines.

Board of directors and corporate governance

• The board will initially consist of seven directors post-domestication, with no expected changes to current directors or officers.

• Delaware law will govern director qualifications, removal, and board vacancies, with detailed provisions in the new bylaws.

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