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SNDL INC. NOTICE OF MEETING AND INFORMATION CIRCULAR DATED JUNE 21, 2024 FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY ON JULY 30, 2024 AT 10:00 a.m. (Toronto Time) SNDL INC. NOTICE OF ANNUAL MEETING OF SHA

Key Takeaway: SNDL Inc. has announced its upcoming annual meeting of shareholders to be held virtually on July 30, 2024, at 10:00 a.m. Toronto time. Shareholders are provided with detailed instructions to participate and vote during the meeting. The corporation emphasizes the importance of reviewing the accompanying information circular, which includes key details about the meeting's agenda and voting procedures. The meeting aims to address various corporate matters, including the receipt of financial statements and the election of directors.

Market Sentiment Analysis

POSITIVE FACTORS

  • SNDL is encouraging shareholder participation in an upcoming virtual meeting.
  • The use of virtual format may facilitate wider participation from shareholders.
  • The company is adopting environmentally friendly practices by reducing paper use.

Full Press Release Details

NOTICE OF MEETING AND
INFORMATION CIRCULAR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD VIRTUALLY
AT 10:00 a.m. (Toronto Time)
NOTICE OF ANNUAL MEETING
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 or SNDL ) will be held on
July 30, 2024 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 21, 2024 (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/479794862, 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 20, 2024. 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 meeting, the Information Circular, audited consolidated financial statements of SNDL for the years
ended December 31, 2023 and December 31, 2022 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 21 st day of June, 2024. 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 9
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. Other Business 14
DIRECTOR NOMINEES 14
ORDERS, BANKRUPTCIES AND PENALTIES AND SANCTIONS 19
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 20
MANAGEMENT CONTRACTS 21
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 21
INTEREST OF INFORMED PERSONS AND OTHERS IN MATERIAL TRANSACTIONS 21
ADDITIONAL INFORMATION 22
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
Information Circular June 21, 2024
For the Annual Meeting of
to be held on July 30, 2024
FORWARD-LOOKING STATEMENTS
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 projects.
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 and special meeting of Shareholders held on July 27, 2023;
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 20, 2024 for the year ended December 31, 2023;
Annual Report means the annual report of SNDL on Form 40-F dated March 20, 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 Charter means the written charter 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;
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;
Clawback Policy means the clawback policy adopted by SNDL;
Code means the U.S. Internal Revenue Code of 1986, as amended;
Code of Conduct means SNDL s code of conduct;

Frequently Asked Questions

When is SNDL's annual meeting scheduled?

The annual meeting is set for July 30, 2024, at 10:00 a.m. Toronto time.

How can shareholders attend the meeting?

Shareholders can attend virtually via the link provided in the information circular.

What is the record date for voting eligibility?

The record date for voting entitlement is June 20, 2024.

What is Notice-and-Access for meeting materials?

Notice-and-Access allows electronic delivery of meeting materials to beneficial shareholders.

Can beneficial shareholders request paper copies?

Yes, beneficial shareholders can request paper copies of meeting materials at no cost.

Last updated: Jun 21, 2024