SUNDIAL GROWERS INC. NOTICE OF MEETING AND INFORMATION CIRCULAR DATED JUNE 7, 2021 FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY ON JULY 7, 2021 AT 1:00 p.m. (Calgary Time) SUNDIAL GROWERS INC. NOTI

SUNDIAL GROWERS INC.

NOTICE OF MEETING AND

INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL MEETING

1:00 p.m. (Calgary Time)

SUNDIAL GROWERS INC.

NOTICE OF ANNUAL GENERAL MEETING

OF SHAREHOLDERS TO BE HELD VIRTUALLY ON

Notice is hereby given that the annual general and special meeting (the Meeting ) of the holders ( Shareholders ) of common

shares ( Common Shares ) of Sundial Growers Inc. (the Corporation ) will be held on July 7, 2021 at 1:00 p.m. (Calgary time). This year, out of an abundance of caution, to proactively deal with

the unprecedented public health impact of coronavirus disease 2019, also known as COVID-19, and to mitigate risks to the health and safety of Sundial s communities, Shareholders, employees and other

stakeholders, Sundial will hold the Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person. Shareholders will have an equal opportunity to participate at the

Meeting and engage with the directors of the Corporation, management, and other Shareholders online, regardless of their geographic location. Inside this document, Shareholders can find important information and detailed instructions about how to

participate in the Meeting.

Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at

https://web.lumiagm.com/204589339. 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 proxyholder will be able to attend as a guest and view the webcast, but will not be able to participate in or vote at the Meeting.

Meeting and any or all adjournments thereof will be held for the purposes of:

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 (the Information Circular ). As a Shareholder of the Corporation, 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.

for the determination of Shareholders entitled to receive notice of and to vote at the Meeting is June 7, 2021. Shareholders of the Corporation 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 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

1230 300 5th Avenue SW

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 of the Meeting. 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

DATED at Calgary, Alberta this 7th day of, June 2021.

SUNDIAL GROWERS INC.

Information Circular June 7, 2021

For the Annual General Meeting of

Shareholders of Sundial Growers Inc.

to be held on July 7, 2021

SOLICITATION OF PROXIES

circular (the Information Circular ) is furnished by the management of Sundial Growers Inc. (the Corporation or Sundial ) to the holders (the Shareholders ) of common shares

( Common Shares ) of the Corporation in connection with the solicitation of proxies to be voted at the annual general meeting of the Shareholders (the Meeting ).

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of coronavirus disease 2019, also known as COVID-19, and to mitigate risks to the health and safety of Sundial s communities, shareholders, employees and other stakeholders, the Corporation will hold the Meeting in a virtual only format, which will be

conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting online, regardless of their geographic location. Shareholders will not be able to attend the Meeting in person.

The Meeting and any adjournment thereof for the purposes set forth in the notice of meeting enclosed with this Information Circular (the Notice of

Meeting ) will be held on July 7, 2021 at 1:00 p.m (Mountain Daylight Time) as a virtual only Meeting via live audio webcast online at: https://web.lumiagm.com/204589339.

Registered Shareholders and duly appointed proxyholders who participate at the Meeting online will be able to listen to the Meeting, ask questions and vote,

all in real time, provided they are connected to the internet and comply with all of the requirements set out below. Non-registered (beneficial) Shareholders 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. This is because the Corporation and its transfer agent do not have a record of the beneficial Shareholders

of the Corporation, and, as a result, will have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as proxyholder. If you are a beneficial Shareholder and wish to vote at the Meeting, you have to appoint yourself

as proxyholder, by inserting your own name in the space provided on the voting instruction form sent to you, and must follow all of the applicable instructions provided by your intermediary. For additional information on how to attend and vote at

the Meeting, see Appointment of Proxy and How do I Attend and Participate in the Meeting? in this Information Circular.

The information contained herein is provided as of June 7, 2021, unless indicated otherwise. No person has been authorized to give any information or

make any representation in connection with matters to be considered at the Meeting other than those contained in this Information Circular and, if given or made, any such information or representation must not be relied upon as having been

authorized by Sundial or the management of Sundial. Unless otherwise indicated herein, all dollar amounts are expressed in Canadian dollars. All references to $ are to Canadian dollars.

PERSONS MAKING THE SOLICITATION

solicitation is made on behalf of management of the Corporation. The Corporation will bear the costs incurred in the preparation and dissemination of the enclosed form of proxy for Common Shares ( Proxy Form ), Notice of Meeting and

this Information Circular. In addition to mailing the Proxy Forms, proxies may be solicited by personal interviews, or by other means of communication, by directors, officers and employees of the Corporation who will not be remunerated therefor.

NOTICE TO BENEFICIAL HOLDERS OF COMMON SHARES

The information set forth in this section is of significant importance to many Shareholders of the Corporation, as a substantial number of the Shareholders

do not hold Common Shares in their own name. Shareholders who do not hold Common Shares in their own name (referred to herein as Beneficial

Shareholders ) should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares (referred to

herein as Registered Shareholders ) can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not

be registered in the Shareholder s name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the Shareholder s broker or an agent of that broker. Common Shares held by brokers or their

nominees generally can only be voted upon the instructions of the Beneficial Shareholder. Without specific instructions, the brokers/nominees are generally prohibited from voting Common Shares for their clients.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of meetings of

securityholders. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting.

Often, the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the Proxy Form; however, its purpose is limited to instructing the Registered Shareholder how to vote on behalf of the Beneficial Shareholder.

The majority of brokers now delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc.

( Broadridge ). Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. Beneficial Shareholders are requested to complete and return the voting instruction form to Broadridge by mail, phone or

online. Alternatively, Beneficial Shareholders can call a toll-free telephone number or access Broadridge s dedicated voting website (each as noted on the voting instruction form) to deliver their voting

instructions and vote the Common Shares held by them. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. The voting

instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have the Common Shares voted.

Shareholders who receive forms of proxies or voting materials from organizations other than Broadridge should complete and return such forms of proxies or voting materials in accordance with the instructions on such materials in order to properly

vote their Common Shares at the Meeting.

A Beneficial Shareholder receiving a voting instruction form from Broadridge or a form of proxy from an

organization other than Broadridge cannot use it to vote Common Shares directly at the Meeting. A Beneficial Shareholder who wishes to vote directly at the Meeting must have themselves appointed as proxy by the Registered Shareholder by following

the instructions in the voting instruction or form of proxy.

The Corporation will not pay for proximate intermediaries to forward the proxy related

materials and the voting instruction form to objecting beneficial owners under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ( NI 54-101 ) and accordingly, objecting beneficial owners will not receive such materials unless their intermediary assumes the cost of delivery.

Only Shareholders of the

Corporation of record on June 7, 2021 are entitled to notice of, to attend and to vote at the Meeting, unless a Shareholder has transferred any Common Shares subsequent to that date and the transferee, not later than ten (10) days before

the Meeting, establishes ownership of the Common Shares and requests that the transferee s name be included on the list of Shareholders.

APPOINTMENT OF PROXY

in the enclosed Proxy Form are directors and/or officers of the Corporation (the Management Designees ). As a Shareholder submitting a proxy you have the right to appoint a person (who need not be a Shareholder) to represent you

at the Meeting other than the person or persons designated in the Proxy Form furnished by the Corporation. To exercise this right, you should insert the name of the desired representative in the blank space provided in the Proxy Form and strike out

the other names or submit another appropriate proxy. You must also follow the instructions set out below.

The following applies to shareholders who wish to appoint a person (a Third Party

Proxyholder ), other than the Management Designees, as proxyholder, including Beneficial Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.

The instrument appointing a proxy must be in writing and must be executed by you or your attorney authorized in writing or, if you are a corporation, under

your corporate seal or by a duly authorized officer or attorney of the corporation.

In order to be effective, the Proxy Form must be mailed so as to be

deposited with the Corporation s Canadian transfer agent, Odyssey Trust Company ( Odyssey ) at Stock Exchange Tower, 1230 300 5th Avenue SW, Calgary, AB T2P

3C4, Attention: Proxy Department, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time set for the Meeting or any adjournment thereof. No instrument appointing a proxy shall be valid after the

expiration of twelve (12) months from the date of its execution. Failure to complete or deposit the Proxy Form properly may result in its invalidation. The time limit for the deposit of Proxy Forms may be waived by the board of directors of the

Corporation (the Board ) at its discretion without notice.

Shareholders who wish to appoint a Third Party Proxyholder to attend,

participate or vote at the Meeting as their proxy and vote their Shares MUST submit their proxy or voting instruction form (as applicable) appointing such Third Party Proxyholder AND register the Third Party Proxyholder, as described

below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a username to

attend, participate or vote at the Meeting. Registration may be completed as follows: