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SNDL INC. NOTICE OF MEETING AND INFORMATION CIRCULAR DATED JUNE 20, 2025 FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY ON JULY 29, 2025 AT 10:00 a.m. (Toronto Time) SNDL INC. NOTICE OF ANNUAL AN

Key Takeaway: SNDL Inc. has announced that its annual and special meeting of shareholders will be held virtually on July 29, 2025, at 10:00 a.m. Toronto Time. The meeting will focus on several important matters including the election of directors and the approval of compensation plans. Shareholders are encouraged to participate and have been provided detailed information on how to attend and vote. The notice includes key details about the process of proxy voting and participation for registered and beneficial shareholders.

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NOTICE OF MEETING AND
INFORMATION CIRCULAR
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD VIRTUALLY
AT 10:00 a.m. (Toronto Time)
NOTICE OF ANNUAL AND SPECIAL MEETING
SHAREHOLDERS TO BE HELD VIRTUALLY ON
Notice is hereby given that the
annual and special meeting (the Meeting ) of the holders ( Shareholders ) of common shares ( Common Shares ) of SNDL Inc. (the Corporation or SNDL ) will be
held on July 29, 2025 at 10:00 a.m. (Toronto 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 20, 2025 (the Information Circular ).
Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://meetings.lumiconnect.com/400-949-043-587, 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 will be held to:
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 before voting. 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 16, 2025. 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://vote.odysseytrust.com; 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
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 or company other than those named in the enclosed form of proxy. That person or company 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 and special meeting, the Information Circular, audited consolidated financial statements of SNDL
for the years ended December 31, 2024 and December 31, 2023 and the auditors report thereon 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, by
mail, 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.sedarplus.com or on the
website of Odyssey Trust Company, the Corporation s Canadian transfer agent and registrar, at https://odysseytrust.com/client/sndlinc/. 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 the Meeting Materials to its Registered Shareholders and to those Beneficial Shareholders who have
existing instructions on their account to receive paper materials.
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 20 th day of June, 2025 BY ORDER OF THE BOARD OF DIRECTORS
OF SNDL INC.
/s/ Zachary George
Zachary George
Chief Executive Officer and Director
Page
FORWARD-LOOKING STATEMENTS 2
GLOSSARY OF TERMS 3
SOLICITATION OF PROXIES 6
PERSONS MAKING THE SOLICITATION 7
NOTICE TO BENEFICIAL HOLDERS 7
NOTICE-AND-ACCESS 8
RECORD DATE 8
APPOINTMENT OF PROXY 9
REVOCABILITY OF PROXY 10
EXERCISE OF DISCRETION BY PROXY 10
HOW DO I ATTEND AND PARTICIPATE IN THE MEETING? 11
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF 11
QUORUM AND APPROVAL REQUIREMENTS 12
PARTICULARS OF THE MATTERS TO BE ACTED UPON AT THE MEETING 12
1. Receipt of Financial Statements and Auditors Report 12
2. Fixing the Number of Directors 12
3. Election of Directors 12
4. Appointment of an Auditor 13
5. Approval of Equity Compensation Plans and Unallocated Awards 14
6. Other Business 15
DIRECTOR NOMINEES 15
ORDERS, BANKRUPTCIES AND PENALTIES AND SANCTIONS 21
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 22
MANAGEMENT CONTRACTS 22
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 22
INTEREST OF INFORMED PERSONS AND OTHERS IN MATERIAL TRANSACTIONS 22
ADDITIONAL INFORMATION 23
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 MANDATE C-1
Appendix D BOARD MANDATE D-1
Appendix E STOCK OPTION PLAN E-1
Appendix F RESTRICTED AND PERFORMANCE SHARE UNIT PLAN F-1
Information Circular June 20, 2025
For the Annual and Special Meeting of
Shareholders of SNDL Inc.
FORWARD-LOOKING STATEMENTS
This Information Circular (as defined herein) contains 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 other similar expressions that are
predictions of or indicate future events and trends, or the negative thereof.
These forward-looking statements include, but are not limited to,
statements about: our goals; environmental, social and governance priorities; statements regarding the goals and outcomes of our compensation for directors and named executive officers; risk mitigation strategies and business strategies, plans and
Although the forward-looking statements contained in this Information Circular are based on assumptions that the Corporation believes are
reasonable, you are cautioned that actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this Information Circular. In addition, even if results and developments are
consistent with the forward-looking statements contained in this Information Circular, those results and developments may not be indicative of results or developments in subsequent periods. Certain assumptions made in preparing the forward-looking
statements contained in this Information Circular include:
These forward-looking statements are based on the Corporation s current expectations,
estimates, forecasts and projections about our business and the industry in which it operates and management s beliefs and assumptions, and are not guarantees of future performance or development and involve known and unknown risks,
uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this Information Circular may turn out to be inaccurate. Factors that may cause actual results to differ
materially from current expectations include, among other
things, those listed under the section titled Risk Factors in the Corporation s
Annual Information Form (as defined herein).
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.
otherwise requires, when used in this Information Circular, the following terms shall have the meanings set forth below.
Meeting means the annual meeting of Shareholders held on July 30, 2024;
ABCA means the Business Corporations
Act, Alberta R.S.A. 2000, c. B-9;
Advance Notice Provisions means the
Corporation s advance notice bylaws;
Annual Information Form means the annual information form of the Corporation
dated March 17, 2025 for the year ended December 31, 2024;
Annual Retainer means the annual retainer or salary payable
to an Eligible Director;
Anti-Hedging Policy means the anti-hedging policy adopted by SNDL;
Articles means the articles of amalgamation of SNDL and all amendments thereto;
Audit Committee means the audit committee of the Board;
Audit Committee Mandate means the written mandate setting forth the purpose, composition, authority and responsibility of the Audit
Award Date means, unless otherwise determined by the Board, March 15th, June 15th, September 15th and December 15th
of each calendar year;
Beneficial Shareholder means Shareholders who hold their Common Shares through an Intermediary or who
otherwise do not hold their Common Shares in their own name;
Blackout Periods has the meaning ascribed to such term in Appendix
B Form 51-102F6 Statement of Executive Compensation;
Board means the board of directors of SNDL;
Board Mandate means the formal mandate adopted by the Board;
Broadridge means Broadridge Financial Solutions, Inc.;
Business Day means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in
CEO means Chief Executive Officer;
Chairman means the chairman of the Board;

Frequently Asked Questions

When is the SNDL annual meeting scheduled?

The SNDL annual and special meeting will be held on July 29, 2025, at 10:00 a.m. Toronto time.

How can shareholders attend the meeting?

Shareholders can attend the meeting virtually at https://meetings.lumiconnect.com/400-949-043-587.

What do beneficial shareholders receive for voting?

Beneficial shareholders will receive a voting instruction form (VIF) by mail to participate.

What is the record date for voting eligibility?

The record date for voting eligibility is June 16, 2025.

How can I get paper copies of the meeting materials?

Beneficial shareholders can request free paper copies of the meeting materials by postal delivery.

Last updated: Jun 20, 2025