Full Press Release Details
NOTICE OF MEETING AND
INFORMATION CIRCULAR
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD VIRTUALLY
AT 9:00 a.m. (Toronto Time)
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD VIRTUALLY ON
Notice is hereby given that the annual meeting
(the "Meeting") of the holders ("Shareholders") of common shares ("Common Shares")
of SNDL Inc. (the "Corporation") will be held on July 27, 2023 at 9:00 a.m. (Calgary time). The Corporation is hosting
the Meeting in virtual-only format. The Corporation encourages all Shareholders to virtually attend the Meeting. Shareholders can find
important information and detailed instructions about how to attend and participate in the Meeting in the accompanying information circular
of the Corporation dated June 16, 2023 (the "Information Circular").
Registered Shareholders and duly appointed proxyholders
will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/446232042, all in real time, provided
they are connected to the Internet and properly follow the instructions contained on the website. Beneficial Shareholders (being Shareholders
who hold their Common Shares through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary)
who have not duly appointed themselves as proxyholders may still attend the Meeting as guests. Guests will be able to listen to the Meeting
but will not be able to vote at the Meeting or ask questions.
The Meeting and any or all adjournments thereof
The nature of the business to be transacted at the
Meeting and the specific details of the matters proposed to be put to the Meeting are described in further detail in the accompanying
Information Circular. As a Shareholder, it is very important that you read the Information Circular and other Meeting materials carefully.
They contain important information with respect to voting your Common Shares and attending and participating at the Meeting.
The record date for the determination of Shareholders
entitled to receive notice of and to vote at the Meeting is June 12, 2023. Shareholders whose names have been entered in the register
at the close of business on that date will be entitled to receive notice of and to vote at the Meeting, provided that, to the extent a
Shareholder transfers the ownership of any of his, her or its Common Shares after such date and the transferee of those Common Shares
establishes that he, she or it owns the Common Shares and requests, not later than ten (10) days before the Meeting, to be included
in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.
Management is soliciting proxies. Shareholders
who are unable to attend the Meeting or any adjournment or postponement thereof and who wish to ensure that their Common Shares will
be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form
of proxy and in the Information Circular accompanying this Notice, and: (i) vote it online at https://login.odysseytryst.com/pxlogin;
or (ii) mail it to or deposit it with the Corporation's Canadian transfer agent, Odyssey Trust Company at:
Odyssey Trust Company
Traders Bank Building
702, 67 Yonge Street
Toronto, Ontario M5E 1J8
Attention: Proxy Department
For the proxy to be valid, the duly completed
and signed form of proxy must be received not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time
set for the Meeting or any adjournment or postponement thereof. A Shareholder may appoint as his, her or its proxy a person other than
those named in the enclosed form of proxy. That person does not have to be a Shareholder.
The Corporation has decided to use the notice-and-access
("Notice-and-Access") rules provided under National Instrument 54-101 - Communication with Beneficial Owners
of Securities of a Reporting Issuer ("NI 54-101") for the delivery of this notice of annual meeting, the Information
Circular, and a form of proxy or a voting instruction form (as applicable) (collectively, the "Meeting Materials")
to non-registered Shareholders ("Beneficial Shareholders") for the Meeting. The Notice-and-Access method of delivery
of Meeting Materials allows the Corporation to deliver the Meeting Materials to Beneficial Shareholders over the internet in accordance
with the Notice-and-Access rules adopted by the Canadian Securities Administrators under NI 54-101.
Beneficial Shareholders will receive a VIF enabling
them to vote at the Meeting. However, instead of a paper copy of the Meeting Materials, Beneficial Shareholders will receive only a notice
with information on the date, location and purpose of the Meeting, as well as information on how they may access such materials electronically.
The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the
cost of printing and mailing the Meeting Materials to Shareholders. Beneficial Shareholders are reminded to view the Meeting Materials
prior to voting or causing their votes to be cast. Materials can be viewed online under the Corporation's profile on SEDAR at www.sedar.com
or on the website of Odyssey Trust Company, the Corporation's Canadian transfer agent and registrar, at https://odysseytrust.com/client/sndl-inc/.
The Meeting Materials will remain posted on Odyssey Trust Company's website at least until the date that is one year after the date
the Meeting Materials were posted. The Corporation will not be adopting stratification procedures in relation to the use of Notice-and-Access
rules. The Corporation is providing paper copies of its Information Circular only to its Registered Shareholders.
Beneficial Shareholders may request paper copies
of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the
Meeting Materials are posted on Odyssey Trust Company's website. In order to receive a paper copy of the Meeting Materials or if
you have questions concerning Notice-and-Access, please call the Corporation's Canadian transfer agent and registrar, Odyssey Trust
Company, toll free at 1-888-290-1175 (within North America) or 1-587-885-0960 (outside North America). Any requests for material received
before the meeting date should be fulfilled within 3 business days.
| DATED this 16th day of June, 2023. | BY ORDER OF THE BOARD OF DIRECTORS OF SNDL INC. /s/ Zachary George | |
| Zachary George Chief Executive Officer and Director |
| FORWARD-LOOKING STATEMENTS | 2 |
| GLOSSARY OF TERMS | 2 |
| SOLICITATION OF PROXIES | 7 |
| PERSONS MAKING THE SOLICITATION | 8 |
| NOTICE TO BENEFICIAL HOLDERS | 8 |
| NOTICE-AND-ACCESS | 9 |
| RECORD DATE | 10 |
| APPOINTMENT OF PROXY | 10 |
| REVOCABILITY OF PROXY | 11 |
| EXERCISE OF DISCRETION BY PROXY | 11 |
| HOW DO I ATTEND AND PARTICIPATE IN THE MEETING? | 12 |
| VOTING SHARES AND PRINCIPAL HOLDERS THEREOF | 13 |
| QUORUM AND APPROVAL REQUIREMENTS | 13 |
| PARTICULARS OF THE MATTERS TO BE ACTED UPON AT THE MEETING | 13 |
| 1. Receipt of Financial Statements and Auditors' Report | 13 |
| 2. Fixing the Number of Directors | 13 |
| 3. Election of Directors | 13 |
| 4. Appointment of an Auditor | 14 |
| 5. Update on the Arrangement | 15 |
| 6. Other Business | 16 |
| DIRECTOR NOMINEES | 16 |
| ORDERS, BANKRUPTCIES AND PENALTIES AND SANCTIONS | 23 |
| UPDATE ON THE ARRANGEMENT | 24 |
| INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON | 27 |
| MANAGEMENT CONTRACTS | 27 |
| INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS | 28 |
| INTEREST OF INFORMED PERSONS AND OTHERS IN MATERIAL TRANSACTIONS | 28 |
| ADDITIONAL INFORMATION | 28 |
| Appendix "A" FORM 58 101F1 - CORPORATE GOVERNANCE DISCLOSURE | A-1 |
| Appendix "B" FORM 51-102F6 - STATEMENT OF EXECUTIVE COMPENSATION | B-1 |
| Appendix "C" AUDIT COMMITTEE CHARTER | C-1 |
| Appendix "D" BOARD MANDATE | D-1 |
| Appendix "E" FINAL ORDER | E-1 |
Information Circular - June 16, 2023
For the Annual Meeting of
Shareholders of SNDL Inc.
to be held on July 27, 2023
FORWARD-LOOKING STATEMENTS
This Information Circular and the documents
incorporated by reference herein contain forward-looking statements and forward-looking information (collectively, "forward-looking
statements") within the meaning of applicable securities laws. All statements other than statements of present or historical
fact contained in this Information Circular are forward-looking statements. Forward-looking statements are often, but not always, identified
by the use of words such as "seek", "anticipate", "plan", "continue", "estimate",
"expect", "may", "will", "project", "predict", "potential", "target",
"intend", "could", "might", "should", "believe" and similar expressions or
the negative thereof.
Without limiting the generality of the following,
this Information Circular contains forward-looking statements pertaining to:
The forward-looking statements contained in
this Information Circular are expressly qualified by this cautionary statement. Except as required under applicable securities laws, the
Corporation does not undertake or assume any obligation to publicly update or revise any forward-looking statements. Shareholders should
read this entire Information Circular and consult their own professional advisors to assess the legal issues, risk factors and other aspects
of the matters to be voted on at the Meeting prior to voting their Common Shares.
Unless the context otherwise requires, when
used in this Information Circular, the following terms shall have the meanings set forth below.
"2022 Circular" means the
information circular of the Corporation dated June 21, 2022, as prepared and delivered in connection with the 2022 Meeting;
"2022 Meeting" means the
annual and special meeting of Shareholders held on July 25, 2022;
"ABCA" means the Business
Corporations Act, Alberta R.S.A. 2000, c. B-9;
"Advance Notice Provisions"
means the Corporation's advance notice bylaws;
"Amended Plan of Arrangement"