NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 19, 2019 DATED AS OF MAY 8, 2019 CRONOS GROUP INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY

INFORMATION CIRCULAR

ANNUAL MEETING OF SHAREHOLDERS

DATED AS OF MAY 8, 2019

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual 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

10:00 a.m. (Toronto time) on Wednesday, June 19, 2019, for the following purposes:

The accompanying Circular provides important and detailed information relating to the matters to

be dealt with at the Meeting and forms part of this notice.

Shareholders are encouraged to express their vote in advance by completing

the form of proxy or voting instruction form provided to them.

Registered Shareholders as of the record date of May 13, 2019 may exercise

their right to vote by completing and submitting the form of proxy provided to you. To be effective, the proxy must be received by the Company s transfer agent and registrar, TSX Trust Company, prior to 10:00 a.m. (Toronto time) on

June 17, 2019 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. Registered Shareholders may also vote their

Shares by attending the Meeting in person. Detailed instructions on how to complete and return proxies are provided in the accompanying Circular.

Non-registered Shareholders, including those who hold Shares in the name of a bank, trust company,

securities dealer or broker, or other intermediary, will receive a voting instruction form that can be used to provide voting instructions. The voting instruction form contains instructions on how to complete the form, where to return it to and the

deadline for returning it, which may be earlier than the deadline for registered Shareholders. If you are unsure about anything in such voting instructions, contact your intermediary through which you hold your Shares.

Shareholders may also vote their Shares through the Internet using the procedures described in the form of proxy or voting instruction form,

It is important that you read and follow the instructions on how to vote by proxy included in the accompanying Circular

or the instructions on your voting instruction form in order to have your vote count.

The voting rights attached to the Shares

represented by proxy will be voted in accordance with the instructions indicated thereon. If no instructions are given, the voting rights attached to such Shares will be voted FOR (A) the election of the persons to be nominated by

management as directors of the Company and (B) the appointment of KPMG LLP as the auditors of the Company and the authorization of the directors of the Company to fix their remuneration.

For additional inquiries, you may contact the Company at 720 King Street West, Suite 320, Toronto, Ontario, M5V 2T3, by e-mail request to investor.relations@thecronosgroup.com.

DATED the 8th day of

MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 19, 2019

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 , us , our or we ), of proxies to be used at the Company s annual meeting (the Meeting ) of holders ( Shareholders ) of common shares

of the Company ( Shares ) to be held on Wednesday, June 19, 2019 at the offices of Blake, Cassels & Graydon LLP at 199 Bay Street, Suite 4000, Commerce Court West, Toronto, Ontario at 10:00 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 ).

The Shares are traded on the Toronto Stock Exchange (the TSX ) and on the NASDAQ Global Market (the

NASDAQ ) under the symbol CRON .

Unless otherwise specified, the information contained in this Circular is

given as of May 8, 2019. Unless otherwise specified, all references to dollars or $ in this Circular are to Canadian dollars.

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 Company.

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 FOR (A) the election of the persons to be

nominated by management as directors of the Company and (B) the appointment of KPMG LLP as the auditors of the Company and the authorization of the board of directors of the Company (the Board ) to fix their

Registered Shareholders

If you are a registered Shareholder as of the record date of May 13, 2019, a form of proxy is enclosed with this Circular and you may, and

whether or not it is 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 10:00 a.m. (Toronto time) on June 17,

2019, or, if the Meeting is adjourned or postponed, the last business day preceding the day of the adjournment or postponement. The time limit for the deposit of proxies may also be waived or extended by the Chair of the Meeting at his or her

discretion, without notice.

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 the requirements of National Instrument

54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ( NI 54-101 ), the Company has distributed copies of the Notice

of Meeting, this Circular and a form of proxy or voting instruction form (collectively, the Meeting Materials ) to the Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Typically, Intermediaries will use a service company (such as Broadridge Financial Solutions, Inc. ( Broadridge )) to forward the Meeting

Materials to Non-Registered Holders. The Company is a Participating Issuer under Broadridge s Electronic Delivery Procedures. Non-Registered Holders who

have enrolled in Broadridge s Electronic Delivery Procedures (at www.investordelivery.com) will have received from Broadridge an

email notification that the Meeting Materials are available electronically, which notification includes a hyperlink to the page on the Internet where the Meeting Materials can be viewed. Generally,

Non-Registered Holders who have not waived the right to receive the Meeting Materials will be given a voting instruction form which must be completed and signed by the

Non-Registered Holder in accordance with the directions on the voting instruction form; voting instruction forms sent by Broadridge permit the completion of the voting instruction form by telephone or through

the Internet at www.proxyvote.com.

The Company will pay for an intermediary to deliver proxy materials to objecting beneficial owners of Shares ( OBOs ). The

Meeting Materials sent to non-objecting beneficial owners of Shares ( NOBOs ) and OBOs who have not waived the right to receive the Meeting Materials will be accompanied by a voting

instruction form. By returning the voting instruction form in accordance with the instructions noted thereon, a NOBO is able to instruct the voting of the Shares owned by it. Voting instruction forms, whether provided by the Company or by an

Intermediary, should be completed and returned in accordance with the specific instructions noted thereon. The purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares

which they beneficially own.

Should a Non-Registered Holder 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 Non-Registered Holder), the Non-Registered

Holder should follow the corresponding instructions on the voting instruction form. Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies.

addition to revocation in any manner permitted by law, a registered Shareholder as of the record date of May 13, 2019 who has returned a form of proxy may revoke it by:

A Non-Registered Holder 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, but not limited to,

Section 14(a) and Regulation 14A thereunder, are not applicable to the Company or this solicitation, and this Circular 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 may be different from the disclosure requirements under United States securities laws or other

Financial statements and information included or incorporated by reference in this Circular have been prepared in

accordance with International Financial Reporting Standards, and are subject to auditing and auditor independence standards in Canada, and thus may not be comparable to financial statements and information of United States companies.

The Company is subject to certain reporting requirements of the Exchange Act and files annual and current reports with the U.S. Securities and

Exchange Commission (the SEC ). Such documents may be obtained by visiting the SEC s website at www.sec.gov.

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.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Board has fixed May 13, 2019 as the record date (the Record Date ) for the determination of Shareholders entitled to

receive notice of and to vote at the Meeting.