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INFORMATION CIRCULAR
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
DATED AS OF MAY 28, 2018
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual and special meeting (the Meeting ) of the holders (the
Shareholders ) of common shares ( Shares ) of Cronos Group Inc. (the Company ) will be held at the offices of Blake, Cassels & Graydon LLP located at 199 Bay Street, Suite 4000, Commerce
Court West, Toronto, Ontario at 9:30 A.M. (Toronto time) on Thursday, June 28, 2018, for the following purposes:
The accompanying Circular provides detailed information relating to the matters to be dealt with
at the Meeting and forms part of this notice.
Shareholders registered at the close of business on May 25, 2018 will be entitled to
receive notice of and to vote at the Meeting.
Shareholders are encouraged to express their vote in advance by completing the form of
proxy or voting instruction form provided to them. Detailed instructions on how to complete and return proxies are provided in the accompanying Circular. To be effective, the proxy must be received by the Company s transfer agent and
registrar, TSX Trust Company, prior to 9:30 A.M. (Toronto time) on June 26, 2018 or, in the case of any adjournment or postponement of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the
time of the adjournment or postponement.
Shareholders may also vote their Shares by telephone or through the internet using the
procedures described in the form of proxy or voting instruction form.
DATED the 28th day of May, 2018.
BY ORDER OF THE BOARD OF
Chairman, President and Chief Executive Officer
MANAGEMENT INFORMATION CIRCULAR
FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 28, 2018
This management information circular (this Circular ) is furnished in connection with the solicitation, by or on behalf of
management of Cronos Group Inc. (the Company ), of proxies to be used at the Company s annual and special meeting (the Meeting ) of holders ( Shareholders ) of common shares ( Shares ) of the Company to
be held on Thursday, June 28, 2018 at the offices of Blake, Cassels & Graydon LLP at 199 Bay Street, Suite 4000, Commerce Court West, Toronto, Ontario at 9:30 A.M. (Toronto time) and at any adjournment or postponement thereof for the
purposes set forth in the enclosed notice of meeting (the Notice of Meeting ).
Unless otherwise indicated, the information
contained in this Circular is given as of May 28, 2018.
Solicitation of Proxies
The solicitation of proxies will be primarily by mail, but proxies may also be solicited by advertisement, telephone, online or personally by
directors, officers or employees of the Company without special compensation, or by the Company s transfer agent and registrar, TSX Trust Company ( TSX Trust ), at nominal cost. The costs of solicitation will be borne by the
In accordance with National Instrument 54-101 Communication with Beneficial
Owners of Securities of a Reporting Issuer ( NI 54-101 ), arrangements have been made to deliver copies of the Notice of Meeting, this Circular and a form of proxy or voting
instruction form (collectively, the Meeting Materials ) directly to non-objecting beneficial owners ( NOBOs ) of Shares and the Company intends to pay for the delivery of
these the Meeting Materials to objecting beneficial owners ( OBOs ) of Shares.
Appointment of Proxyholder
The persons named in the enclosed form of proxy are directors or officers of the Company designated by management of the Company. A
registered Shareholder has the right to appoint as proxyholder a person or company (who need not be a Shareholder) other than the persons already named by management of the Company in the enclosed form of proxy to attend and act on such registered
Shareholder s behalf at the Meeting. Such right may be exercised by crossing out the names of management s nominees and inserting the name of the person or company in the blank space provided in the enclosed form of proxy or by
completing another form of proxy.
Voting by Proxyholder
The form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters
identified in the accompanying Notice of Meeting and with respect to other matters which may properly come before the Meeting or any adjournment or postponement thereof. As of the date of this Circular, management of the Company is not aware of any
such amendment, variation or other matter to come before the Meeting. However, if any amendments or variations to matters identified in the accompanying Notice of Meeting or any other matters which are not now known to management should properly
come before the Meeting or any adjournment or postponement thereof, the Shares represented by properly executed proxies given in favour of the persons designated by management of the Company in the form of proxy will be voted on such matters
pursuant to the discretionary authority provided for in the form of proxy.
If no specification is made to withhold the said Shares
from voting, a proxyholder will vote the Shares IN FAVOUR OF: (a) the election of the persons to be nominated by management as directors of the Company,
(b) the appointment of KPMG LLP as auditors of the Company and the authorization of the directors of the Company to fix the remuneration of the auditors, (c) the resolution ratifying and
confirming the repeal of the Old By-laws (as defined below) and the adoption of By-law No. 5 (as defined below), and (d) the resolution approving the 2018
Option Plan (as defined below).
Registered Shareholders
If you are a registered Shareholder, a form of proxy is enclosed with this Circular and you may, and if it is not your intention to be present
in person at the Meeting you are encouraged to, appoint a proxy by:
in all cases ensuring that the proxy is received not later than 9:30 A.M. (Toronto time) on June 26, 2018, or, if the Meeting is
adjourned or postponed, the last business day preceding the day of the adjournment or postponement.
Non-Registered Shareholders
A Shareholder is a non-registered (or beneficial) Shareholder (a Non-Registered Holder ) if the Shareholder s Shares are registered either in the name of (in each case, an Intermediary ):
In accordance with NI 54-101, the Company is distributing
copies of the materials related to the Meeting to Intermediaries for distribution to OBOs and such Intermediaries are to forward the materials related to the Meeting to each OBO (unless the OBO has declined to receive such materials). Such
Intermediaries often use a service company (such as Broadridge Investor Communication Solutions ( Broadridge ) in Canada) to permit the Non-Registered Holder to direct the voting of the Common
Shares held by the Intermediary on behalf of the Non-Registered Holder. The Company is paying Broadridge to deliver, on behalf of the Intermediaries, a copy of the Meeting Materials to each OBO.
Generally, OBOs who have not waived the right to receive the Meeting Materials will either:
The purpose of these procedures is to permit OBOs to direct the voting of the Shares they
beneficially own. Should an OBO who receives a voting instruction form wish to attend and vote at the Meeting in person (or have another person attend and vote on behalf of the OBO), the OBO should follow the corresponding instructions on the voting
instruction form. OBOs should carefully follow the instructions of their Intermediaries and their service companies.
any Meeting Materials sent directly to a NOBO by the Company or its agent, the NOBO s name and address and information about the NOBO s holdings of Shares have been obtained in accordance with applicable securities regulatory requirements
from the Intermediary holding on such NOBO s behalf. By choosing to send the Meeting Materials to the NOBO directly, the Company (and not the Intermediary holding on the NOBO s behalf) has assumed responsibility for (i) delivering the
Meeting Materials to the NOBO, and (ii) executing the NOBO s proper voting instructions. NOBOs are asked to return their voting instructions as specified in the request for voting instructions, which will allow for voting via mail,
facsimile, electronic mail or over the internet in the same manner as described under Registered Shareholders .
In addition to revocation in any manner permitted by law, a registered Shareholder or a NOBO who has returned a form of
proxy or voting instruction form, as applicable, may revoke it by:
An OBO who wishes to revoke his or her voting instructions must contact his or her Intermediary in respect of such instructions and comply
with any applicable requirements imposed by such Intermediary. An Intermediary may not be able to revoke such instructions if it receives insufficient notice of revocation.
Notice to Shareholders in the United States
The solicitation of proxies and the matters to be voted on, as contemplated in this Circular, involve securities of an issuer located in
Canada and are being effected in accordance with the corporate laws of the Province of Ontario, Canada and securities laws of the provinces of Canada. As a foreign private issuer as defined under Rule
3b-4 under the United States Securities Exchange Act of 1934, as amended (the Exchange Act ), the proxy solicitation rules under the Exchange Act, including Regulation 14A thereunder,
are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements under the securities laws of the provinces of Canada in which the Company is a reporting issuer.
Shareholders should be aware that disclosure requirements under the securities laws of such provinces of Canada differ from the disclosure requirements under United States securities laws.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No current or proposed director or executive officer of the Company, person who has been a director or executive officer of the Company since
the beginning of the Company s most recently completed financial year, or any associate or affiliate of any of the foregoing has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter
to be acted upon at the Meeting other than the election of directors and the approval of the 2018 Option Plan (as defined below).
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES
The board of directors of the Company (the Board ) has fixed May 25, 2018 as the record date (the Record
Date ) for the determination of Shareholders entitled to receive notice of and to vote at the Meeting.
The authorized capital of
the Company consists of an unlimited number of Shares. As of May 28, 2018, the Company had 176,204,047 Shares issued and outstanding. Each Share entitles the holder of record to notice of, and to one vote on, each matter to come before the
As of the date hereof, to the knowledge of the directors and executive officers of the Company, no person or company
beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to any class of outstanding voting securities of the Company entitled to vote at the Meeting.
MATTERS TO BE ACTED UPON
Financial Statements
The audited consolidated financial statements for the year ended December 31, 2017 and the report of the auditors thereon have been sent
to Shareholders who have requested copies thereof and will be placed before the Meeting. Copies of the audited consolidated financial statements for the year ended December 31, 2017 are available without charge from the Company at 720 King
Street West, Suite 320, Toronto, Ontario, M5V 2T3, by e-mail request to investor.relations@thecronosgroup.com, or by referring to the Company s profile on SEDAR at www.sedar.com or EDGAR at
Election of Directors
The Company s articles provide that the Board shall consist of a minimum of one and a maximum of 10 directors. The Board currently
consists of five directors, composed of four independent directors and Michael Gorenstein, the Chairman, President and Chief Executive Officer (the CEO ) of the Company.