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NOTICE OF ANNUAL GENERAL AND SPECIAL
TO BE HELD ON MARCH 22, 2024
MANAGEMENT INFORMATION CIRCULAR
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
OF SHAREHOLDERS (the "Notice")
NOTICE IS HEREBY GIVEN that
an annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common
shares (the "Common Shares") of Akanda Corp. (the "Corporation") will be held at the offices of
Gowling WLG (Canada) LLP, Suite 2300, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5, on Friday, March 22, 2024 at 9:00 a.m.
(Vancouver time). The Meeting will also be simulcast on the Zoom platform, where you can observe the Meeting at: https://gowlingwlgca.zoom.us/s/89180638298
Those observing the Meeting through
the zoom platform will not be able to speak, interact with other participants in the Meeting or other Shareholders, and will not be able
to vote at the Meeting. Any Shareholders wishing to vote at the Meeting must attend the Meeting in person or provide the Corporation with
a duly completed proxy as set out in the accompanying information circular (the "Information Circular").
The Meeting is being held for the following
The Information Circular provides additional
information relating to each of the matters to be addressed at the Meeting. Shareholders are directed to read the Information Circular
carefully and in full to evaluate the matters to be considered at the Meeting.
The sale of RPK pursuant to the Share
Purchase Agreement is a material transaction for the Corporation and may represent a sale of substantially all of the property of the
Corporation pursuant to Section 184(3) of the Business Corporations Act (Ontario) (the "OBCA"). To ensure that
the Shareholders of the Corporation are able to consider and vote on the Transaction Resolution, the Corporation is seeking special approval
of the Shareholders for the Transaction Resolution, even though the sale of RPK pursuant to the Share Purchase Agreement may not actually
constitute a sale of substantially all of the property of the Corporation. In order to become effective, the Transaction Resolution must
be passed by an affirmative vote of not less than two-thirds (66⅔%) of the votes cast by Shareholders present in person or represented
by proxy at the Meeting and voting thereon. In the event that the sale of RPK pursuant to the Share Purchase Agreement is, or is deemed,
at the time of the Meeting or at some time in the future, to be the sale of substantially all of the property of the Corporation, the
Transaction Resolution shall constitute approval of the sale of RPK pursuant to the Share Purchase Agreement pursuant to Section 184(3)
The record date for the determination
of the Shareholders entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is January
23, 2024 (the "Record Date"). Shareholders of the Corporation whose names have been entered in the register of shareholders
of the Corporation at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any
adjournment(s) or postponement(s) thereof.
As the sale of RPK pursuant to the
Share Purchase Agreement may constitute the sale of substantially all of the property of the Corporation, registered shareholders have
a right to dissent with respect to the Transaction Resolution and, if the Transaction Resolution becomes effective, to be paid the fair
value of their Common Shares in accordance with the provisions of Section 185 of the OBCA. A registered shareholder may only exercise
the right to dissent under Section 185 of the OBCA in respect of Common Shares which are registered in that shareholder's name.
Failure to comply strictly with the provisions of the OBCA may result in the loss or unavailability of the right to dissent. The execution
or exercise of a proxy does not constitute a written objection for the purposes of Section 185 of the OBCA.
A dissenting Shareholder must submit
to the Corporation a written objection to the Transaction Resolution at or before the Meeting, which dissent notice if delivered before
the Meeting must be received by the Corporation, at katie@akandacorp.com and must otherwise strictly comply with the dissent procedures
prescribed by the OBCA. A registered shareholder's right to dissent is more particularly described in the Information Circular,
and the text of Section 185 of the OBCA is set forth in Schedule C to the Information Circular. Persons who are beneficial owners of Common
Shares registered in the name of a broker, securities dealer, bank, trust company or other similar intermediary who wish to dissent should
be aware that only the registered shareholders are entitled to dissent. Accordingly, a beneficial owner of Common Shares desiring to exercise
the right to dissent must make arrangements for the Common Shares beneficially owned by such holder to be registered in such holder's
name prior to the time the written objection to the Transaction Resolution is required to be received by the Corporation or, alternatively,
make arrangements for the registered shareholders of such Common Shares to dissent on behalf of the beneficial holder.
In the event that the Corporation determines,
prior to the date of the Meeting, that the sale of RPK pursuant to the Share Purchase Agreement does not constitute the sale of substantially
all of the property of the Corporation pursuant to section 184(3) of the OBCA, no Shareholder shall have the right to dissent with respect
to the Transaction Resolution. Shareholders who deliver a notice to dissent with respect to the Transaction Resolution shall be notified
in writing no less than 48 hours prior to the Meeting, and the Shareholder shall no longer have the right to dissent to the Transaction
Resolution and shall be then entitled to vote their shares at the Meeting.
If you are a Registered
Shareholder and are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof, please date, sign and return
the accompanying form of proxy (the "Proxy") for use at the Meeting or any adjournment(s) or postponement(s) thereof
in accordance with the instructions set forth in the Proxy and Information Circular. The Corporation's transfer agent recommends
that shareholders vote in advance of the Meeting.
If you are a Non-Registered Beneficial
Shareholder, a voting information form (also known as a VIF), instead of a form of proxy, may be enclosed. You must follow the
instructions provided by your intermediary in order to vote your Common Shares.
DATED at Toronto, Ontario this
12th, day of March 2024.
| BY ORDER OF THE BOARD | |
| (signed) "Katharyn Field" | |
| Interim Chief Executive Officer and Director |
("Akanda" or the "Corporation")
MANAGEMENT INFORMATION CIRCULAR
This management information circular
(the "Information Circular") is dated March 12, 2024 and is furnished in connection with the solicitation of proxies
by and on behalf of the management of the Corporation ("Management") for use at the annual general and special meeting
(the "Meeting") of shareholders of the Corporation (the "Shareholders") to be held at the offices
of Gowling WLG (Canada) LLP, Suite 2300, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5, on Friday, March 22, 2024, at 9:00
a.m. (Vancouver time) for the purposes set out in the notice of Meeting (the "Notice") accompanying this Information
GENERAL PROXY INFORMATION
Solicitation of Proxies
Solicitation of proxies for the Meeting
will be primarily by mail, the cost of which will be borne by the Corporation. Proxies may also be solicited personally by employees of
the Corporation at nominal cost to the Corporation. In some instances, the Corporation has distributed copies of the Notice, the Information
Circular, and the accompanying form of proxy (the "Proxy", and collectively with the Notice and Information Circular,
the "Documents") to clearing agencies, securities dealers, banks and trust companies, or their nominees (collectively
"Intermediaries", and each an "Intermediary") for onward distribution to Shareholders whose common
shares in the capital of the Corporation (the "Common Shares") are held by or in the custody of those Intermediaries
("Non-registered Shareholders").
Solicitation of proxies from Non-registered
Shareholders will be carried out by Intermediaries, or by the Corporation if the names and addresses of Non-registered Shareholders are
provided by the Intermediaries.
Non-registered Shareholders who have
received the Documents from their Intermediary should, other than as set out herein, follow the directions of their Intermediary with
respect to the procedure to be followed for voting at the Meeting. Generally, Non-registered Shareholders will either:
If you are a Non-registered Shareholder,
and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of
securities have been obtained from your Intermediary in accordance with applicable securities regulatory requirements. By choosing to
send the Documents to you indirectly, the Intermediary holding on your behalf has assumed responsibility for (i) delivering the Documents
to you, and (ii) executing your proper voting instructions.
Appointment of Proxyholders
persons named in the enclosed Proxy are directors and/or officers of the Corporation. SHAREHOLDERS HAVE THE RIGHT TO APPOINT A
PERSON TO REPRESENT HIM, HER OR IT AT THE MEETING OTHER THAN THE PERSON[S] DESIGNATED IN THE PROXY either by striking out the