This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult with your investment dealer, broker, lawyer or other professional advisor. This docu

This document is important and requires your immediate attention. If you are in any doubt as to how to

deal with it, you should consult with your investment dealer, broker, lawyer or other professional advisor. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is

unlawful. If you have questions, you may contact Cronos Group Inc. s proxy solicitation agent, Innisfree M&A Incorporated, by telephone at

1-888-750-5834 (toll-free in North America) or 1-412-232-3651 (outside North America) or Cronos Group Inc. s Investor Relations at

1-416-504-0004 or investor.relations@thecronosgroup.com.

INFORMATION CIRCULAR

SPECIAL MEETING OF SHAREHOLDERS

DATED AS OF DECEMBER 31, 2018

The board of directors of Cronos Group Inc., after consultation with its legal and

financial advisors, unanimously approved the proposed transaction discussed in the enclosed management information circular and is unanimously recommending that holders of common shares of Cronos Group Inc. vote FOR (A) the Transaction Approval

Resolution (as defined in the enclosed management information circular) and (B) the election of the Altria Nominees (as defined in the enclosed management information circular) as directors of Cronos Group Inc.

MESSAGE TO SHAREHOLDERS

Cronos Group Inc. (the Company ) is pleased to invite you to join us at our special meeting (the Meeting )

of holders of common shares (the Shares ) of the Company (the Shareholders ). The Meeting 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 February 21, 2019.

The accompanying management information circular

(the Circular ) contains important information about voting on the business to be transacted at the Meeting.

announced on December 7, 2018, the Company has entered into a subscription agreement, dated as of December 7, 2018, (the Subscription Agreement ) with Altria Summit LLC (the Purchaser ), a

wholly owned subsidiary of Altria Group, Inc. ( Altria ), and, solely for certain limited purposes set forth therein, Altria, pursuant to which the Purchaser has agreed to purchase: (i) 146,220,892 Shares (subject to adjustment in

the manner described below) (the Subscription Shares ) at a price of $16.25 per Share; and (ii) one warrant (the Warrant ) of the Company (which may be exercised in full or in part at any time and from

time to time) entitling the holder thereof, upon the valid exercise in full thereof, to acquire, accept and receive from the Company an aggregate of 72,207,848 Shares (subject to adjustment in the manner described below) having an initial exercise

price of $19.00 per Share, for an aggregate subscription price of $2,376,089,495, which may be adjusted in the event the number of Subscription Shares is adjusted (the Investment ).

It is expected that the Purchaser will have beneficial ownership of approximately 45% of the issued and outstanding Shares (calculated on a non-diluted basis without taking into account the exercise of the Warrant) as of closing of the Investment. Assuming the Warrant is exercised in full on the closing of the Investment, it is expected that the

Purchaser would have beneficial ownership of approximately 55% of the issued and outstanding Shares (calculated on a non-diluted basis). Neither the Purchaser nor Altria has made any indication as to the

likelihood or, if applicable, the timing of the Purchaser s exercise of the Warrant. The Subscription Agreement contains certain adjustment provisions to ensure that the number of Shares issuable at closing of the Investment represents 45% of

the issued and outstanding Shares (calculated on a non-diluted basis without taking into account the exercise of the Warrant) and that the Warrant, if exercised in full on the closing of the Investment, would

result in a 10 percentage-point increase to Altria s beneficial ownership of the issued and outstanding Shares (calculated on a non-diluted basis).

The price per Subscription Share represents a 41.5% premium to the Company s 10-day volume

weighted average price ( VWAP ) on the Toronto Stock Exchange (the TSX ), ending November 30, 2018, the last unaffected trading day prior to when the Company publicly disclosed preliminary discussions with

Altria, and the exercise price of the Warrant represents an implied premium of 65.5% to the 10-day VWAP of the Shares on the TSX on November 30, 2018.

In addition to the Investment, Shareholders are being asked to approve matters ancillary to the Investment, including the election of four new

directors nominated by Altria (the Altria Nominees ) to the board of directors of the Company (the Board ) and certain agreements related to, among other things, certain governance rights to be

provided to Altria subject to certain restrictions (such matters, together with the Investment, being collectively referred to as the Transaction ).

The proposed strategic partnership between the Company and Altria provides the Company with additional financial resources, product

development and commercialization capabilities, and deep regulatory expertise to better position the Company to compete, scale and lead the rapidly growing global cannabis industry. The Investment, combined with Altria s expertise and

complementary capabilities, is expected to better position the Company for significant growth and value creation, with benefits to all of the Company s stakeholders, including the Shareholders, employees and partners.

The Board, after consultation with its legal and financial advisors, has unanimously determined that the Transaction is advisable and in

the best interests of the Company. The Board is unanimously recommending that Shareholders vote FOR (A) the Transaction Approval Resolution (as defined in the accompanying Circular) and (B) the election of the

Altria Nominees as directors of the Company. The recommendation of the Board is based on various factors described more fully in the accompanying Circular. Each director and executive

officer of the Company intends to vote all of such individual s Shares FOR

(A) the Transaction Approval Resolution and (B) the election of the Altria Nominees as directors of the Company.

documents also describe the Transaction and related matters in more detail and set forth the actions to be taken by you at the Meeting.

The Transaction is subject to approval by at least a majority of the votes cast by Shareholders, in person or by proxy, at the Meeting,

regulatory approval pursuant to the Investment Canada Act, and other customary closing conditions, as more particularly further described in the accompanying Circular.

Your participation in the Meeting is important to us. We encourage all Shareholders to take the opportunity to read the accompanying

Circular in full and in advance of the Meeting as it details important information that will assist you in exercising your right to vote as a Shareholder. If the Transaction is not approved by Shareholders or if the Altria Nominees are not elected

as directors of the Company, the Company will neither receive any Transaction proceeds nor benefit from the proposed strategic partnership with Altria.

Registered Shareholders as of the record date of January 7, 2019 can exercise their right to vote on the business before the Meeting by

either attending in person or by completing and submitting a proxy. Instructions on how to vote by proxy are included in the accompanying Circular. To ensure that your vote is recorded, please return the enclosed form of proxy in the envelope

provided, properly completed and duly signed, to the Company s transfer agent and registrar, TSX Trust Company, prior to 10:00 a.m. (Toronto time) on February 19, 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.

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. It is important

that you read and follow the instructions on the voting instruction form in order to have your vote count. If you are unsure about anything in such voting instructions, contact your bank, trust company, securities dealer or broker, or other

intermediary through which you hold your Shares.

If you have questions or need assistance with the completion and delivery of your proxy,

you may contact the Company s proxy solicitation agent, Innisfree M&A Incorporated, by telephone at 1-888-750-5834

(toll-free in North America) or 1-412-232-3651 (outside North America).

We look forward to seeing you at the Meeting.

Registered Shareholders

If your Shares are registered in your own name, you are a registered Shareholder. Registered Shareholders as

of the record date of January 7, 2019 will have received a form of proxy from the Company s transfer agent, TSX Trust Company. Follow the simple instructions on your proxy card to vote by Internet at the web address provided or by

completing, signing and returning the proxy card in the postage-paid envelope provided. To ensure that your vote is recorded, please return the enclosed form of proxy in the envelope provided, properly completed and duly signed, to the

Company s transfer agent and registrar, TSX Trust Company, prior to 10:00 a.m. (Toronto time) on February 19, 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.

Non-Registered Shareholders

If your Shares are held in the name of a bank, trust company, securities dealer or broker,

or other intermediary, you are a non-registered Shareholder. You will have received a request for voting instructions from your bank, trust company, securities dealer or broker, or other intermediary. Follow

the instructions on your voting instruction form to vote by telephone, Internet or complete and sign the voting instruction form and mail in the postage-paid envelope provided. To vote in person at the Meeting follow the instructions on the voting

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a 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

10:00 a.m. (Toronto time) on February 21, 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 January 7, 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

February 19, 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, as applicable.

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 Transaction Approval Resolution (as defined in the accompanying Circular) and (B) the election of the Altria Nominees as directors of the

Failure to vote may result in the Transaction not being approved. If the Transaction is not approved by the Shareholders or if

the Altria Nominees are not elected to the board of directors of the Company, the Company will neither receive any Transaction proceeds nor benefit from the proposed strategic partnership with Altria.

If you have any questions relating to the meeting, please contact the Company s proxy solicitation agent, Innisfree M&A Incorporated,

by telephone at 1-888-750-5834 (toll-free in North America) or 1-412-232-3651 (outside North America). 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.

MANAGEMENT INFORMATION CIRCULAR

FOR THE SPECIAL MEETING OF SHAREHOLDERS