FLORA GROWTH CORPORATION NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS Dear Flora Growth Corp. Shareholders: You are cordially invited to attend the annual and special meeting (the " Meeting ") of the common share

ANNUAL GENERAL MEETING CIRCULAR

FLORA GROWTH CORPORATION

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Dear Flora Growth Corp. Shareholders:

You are cordially invited to attend the annual and special meeting (the "Meeting") of the common shareholders of Flora Growth Corporation (the "Corporation"), which will be held on Tuesday, July 5, 2022, at 9:00 a.m. (Eastern Standard Time) at the Corporation's offices located at 3406 SW 26th Terrace, Suite C-1, Fort Lauderdale, FL 33312.

The purpose of the Meeting is as follows:

Each of the voting matters set forth in items 2-5 above are deemed to be a "Proposal" and collectively, the "Proposals." Each of the above Proposals require the affirmative vote of a simple majority of the valid votes cast at the Meeting in person or by proxy.

This notice is accompanied by a form of proxy, a management information circular (the "Circular"), and the audited consolidated financial statements of the Corporation as at and for the fiscal year ended December 31, 2021. You may vote your shares by proxy if you are unable to attend the Meeting. Please review the enclosed Circular and date, sign and return the enclosed form of proxy to Broadridge Financial Solutions, Inc. ("Broadridge"), at 51 Mercedes Way, Edgewood, NY 11717 by 9:00 a.m. on June 30, 2022, or 48 hours (excluding Saturdays, Sundays and holidays) before any postponement(s) or adjournment(s) of the Meeting. In the event of a postal disruption as a result of a labour disruption or other cause, please see "Voting - Appointment and Revocation of Proxies" and "Voting of Proxies - Non-Registered Shareholders" in the Circular for information on how to obtain and submit a form of proxy or voting information form, as applicable. Late instruments of proxy may be accepted or rejected by the chair of the Meeting in his or her discretion but he or she is under no obligation to accept or reject any particular late instruments of proxy. As an alternative to completing and submitting an instrument of proxy, you may vote electronically on the internet at www.proxyvote.com or by telephone at (800) 690-6903. Shareholders who wish to vote using the internet or by telephone should follow the instructions in the enclosed instrument of proxy.

The directors of the Corporation have fixed the close of business on May 31, 2022, as the record date, being the date for the determination of the registered holders entitled to notice and to vote at the Meeting and any adjournment(s) thereof.

DATED at Toronto, Ontario as of the 6th day of June 2022

2022 Management Information CircUlar

FLORA GROWTH CORPORATION

Forward-looking Statements

This management information circular ("Circular") contains certain "forward-looking statements" including with respect to the holding of the Meeting (defined below) to: (i) elect the directors of Flora Growth Corporation ("Flora" or the "Corporation") for the ensuing year, (ii) re-appoint Davidson & Company LLP as auditor of the Corporation for the fiscal year ending December 31, 2022 and authorize the directors to fix their remuneration, (iii) approve the 2022 Incentive Compensation Plan (defined below) and (iv) confirm and ratify the repeal of the Old By-Laws (as defined herein), and confirm the New By-Law No. 1-A (defined below). Such forward-looking statements involve risks and uncertainties, many of which are outside of the control of the Corporation. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Any forward-looking statement contained herein speaks only as of the date of this Circular and, except as may be required by applicable securities laws, the Corporation disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

Unless otherwise stated, the information given in this Circular is given as of June 6, 2022.

SOLICITATION OF PROXIES

This Circular is furnished in connection with the solicitation of proxies by the management of the Corporation for use at the 2022 annual and special meeting of common shareholders of the Corporation to be held on July 5, 2022 at 9:00 a.m. (Eastern Standard Time) at the Corporation's offices located at 3406 SW 26th Terrace, Suite C-1, Fort Lauderdale, FL 33312, for the purposes set forth in the accompanying Notice of Meeting and at any postponement(s) or adjournment(s) thereof (the "Meeting"). You have received this Circular because you owned common shares ("Common Shares") of the Corporation as of May 31, 2022. The enclosed instrument of proxy is solicited by management of the Corporation. The solicitation will be primarily by mail, however, proxies may be solicited personally or by telephone by the regular officers and employees of the Corporation. The cost of solicitation, if any, will be borne by the Corporation. The Board (as defined herein) has by resolution fixed 9:00 a.m. (Eastern Standard Time) on June 30, 2022, or 48 hours (excluding Saturdays, Sundays and holidays) before any postponement(s) or adjournment(s) of the Meeting, as the time by which proxies to be used or acted upon at the Meeting or any postponement(s) or adjournment(s) thereof shall be delivered to Broadridge.

The board of directors of the Corporation (the "Board" and "Directors") has set May 31, 2022 as the record date for the Meeting (the "Record Date").

These materials are being sent to both registered and non-registered owners of the Common Shares. The Corporation or its agent has obtained information regarding non-registered owners in accordance with the applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The Corporation or its transfer agent shall make a list of all persons who are registered shareholders of the Corporation ("Shareholders") on the Record Date and the number of Common Shares registered in the name of each Shareholder on such date. Each Shareholder is entitled to one vote on each matter to be acted on at the Meeting for each Common Share registered in his, her or its name as it appears on the list.

All dollar amount references in this Circular, unless otherwise indicated, are expressed in United States dollars.

Appointment and Revocation of Proxies

The persons named in the accompanying form of proxy (the "Proxy") are Directors and/or officers of the Corporation. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM, HER OR IT ON HIS, HER OR ITS BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE INSTRUMENT OF PROXY AND INSERT THE NAME OF HIS/HER/ITS NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER INSTRUMENT OF PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED TO BROADRIDGE AT 51 MERCEDES WAY, EDGEWOOD, NY 11717 NOT LATER THAN 9:00 A.M. (EASTERN STANDARD TIME) ON JUNE 30, 2022 OR NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ADJOURNMENT THEREOF.

In addition to revocation in any other manner permitted by law, a Shareholder may revoke a proxy given pursuant to this solicitation by depositing an instrument in writing (including another proxy bearing a later date) executed by the Shareholder or by an attorney authorized in writing at 365 Bay Street, Suite 800, Toronto, Canada, ON, M5H 2V1 at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. As well, a Shareholder who has given a proxy may attend the Meeting in person (or where the Shareholder is a corporation, its authorized representative may attend), revoke the proxy (by indicating such intention to the chair of the Meeting before the proxy is exercised) and vote in person (or withhold from voting). If a Shareholder has voted on the internet or by telephone and wishes to change such vote, such Shareholder may vote again through such means before 9:00 a.m. (Eastern Standard Time) on June 30, 2022 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting.

For Shareholders who do not receive physical delivery of the form of proxy by mail due to a postal disruption or any other cause, the form of proxy for use by Shareholders is also available under the Corporation's profile www.sec.gov. In the event of a postal disruption, Shareholders are encouraged to complete the form of proxy and return it to Broadridge not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or adjournment thereof.

Registered Shareholders

If you are a registered Shareholder, meaning that you hold your Common Shares directly in your name through an account with our transfer agent, Continental Stock & Transfer Co., you can vote at the Meeting, as described above, or in advance of the Meeting either (i) online at www.proxyvote.com, (ii) by telephone by following the "Vote by Phone" instructions on the proxy card or (iii) by mail by completing, signing and returning the accompanying proxy card to Broadridge at its address indicated above. By voting by proxy, you can appoint anyone to be your proxyholder to attend the Meeting and vote your Common Shares according to your instructions. This person does not need to be a Shareholder. The Directors and/or executive officers named in the proxy form can act as your proxyholder and vote your Common Shares according to your instructions.

The Common Shares represented by proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

If you appoint the management proxyholders and do not indicate your voting instructions, they will vote your Common Shares:

If you want to appoint someone other than those named in the enclosed form of proxy as your proxyholder, print that person's name in the blank space provided in the proxy form (or complete another proxy form) and send the form to prior to the deadline for the delivery of completed proxies, as described in greater detail above. Make sure this person is aware that you appointed them as your proxyholder and that they must attend the Meeting to vote on your behalf and according to your instructions. If you do not indicate your voting instructions, your proxyholder can vote as he or she sees fit.

At the time of printing this Circular, management is not aware of any amendments, variations or other matters to come before the Meeting. If other matters are properly brought before the Meeting, your proxyholder can vote as he or she sees fit.

Broadridge must receive the completed proxy form by 9:00 a.m. (Eastern Standard Time) on June 30, 2022, or 48 hours (excluding Saturdays, Sundays or holidays) before any postponement(s) or adjournment(s) of the Meeting.

Non-Registered Shareholders

Non-registered Shareholders ("Non-Registered Shareholders") are those holders who beneficially own Common Shares registered in the name of an intermediary with whom the Non-Registered Shareholder deals in respect of the Common Shares, such as banks, trust companies, securities dealers (each an "Intermediary") or in the name of a clearing agency such as CDS & Co. or CEDE & CO. Securities laws require the Corporation to send the Meeting materials to the Intermediaries and clearing agencies so they can distribute them to our Non-Registered Shareholders. These materials include the Notice of Meeting, the Circular, a proxy or voting instruction form, and a copy of the Corporation's annual financial statements (if the Non-Registered Shareholder requested a copy).

Intermediaries and clearing agencies must forward the Meeting materials to Non-Registered Shareholders unless the Non-Registered Shareholder has waived the right to receive them. If you are a Non-Registered Shareholder and have not waived the right to receive the materials, your package includes either a voting instruction form (not signed by your Intermediary) or a proxy form (signed by your Intermediary). Management does not intend to pay Intermediaries to forward any materials to objecting beneficial owners. Objecting beneficial owners will not receive Meeting materials unless the objecting beneficial owner's Intermediary assumes the cost of delivery.

Either form instructs your Intermediary (the registered Shareholder) to vote your Common Shares according to your instructions. Be sure to send back your completed form as soon as possible to ensure your Intermediary carries out your voting instructions.

Non-Registered Shareholders who do not receive physical delivery of their voting instruction form and control number by mail due to a postal disruption as a result of a labor disruption or other cause may obtain their control number and online or telephonic voting instructions by contacting their Intermediary that holds their Common Shares.

Although Non-Registered Shareholders may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their broker, agent or nominee, a Non-Registered Shareholders may attend the Meeting as a proxyholder for a Shareholder and vote Common Shares in that capacity. Non-Registered Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their Common Shares as a proxyholder.

We encourage Non-Registered Shareholders to review such instructions carefully and contact their Intermediary promptly to obtain their required control number or provide instructions to vote on their behalf and thereby ensure their vote is recorded through the internet and telephone system.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

None of the Directors or officers of the Corporation, nor any person who has held such a position since the beginning of the last completed financial year of the Corporation, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting, other than the approval of the 2022 Incentive Compensation Plan, as described in this Circular.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting of Common Shares

The authorized capital of the Corporation consists of an unlimited number of Common Shares. As of the close of business on May 31, 2022, the Corporation had 76,943,381 Common Shares issued and outstanding. Each Common Share carries the right to one vote at the Meeting.

The Board has fixed May 31, 2022, as the record date for the determination of Shareholders entitled to receive notice of, attend, and vote at the Meeting or any adjournment or postponement thereof. Any Shareholder of record at the close of business on the Record Date who either attends the Meeting and has received a voting number in accordance with the process set out under the heading "Solicitation of Proxies" of this Circular or who has completed and delivered a Proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such Shareholder's Common Shares voted at the Meeting, or any postponement or adjournment thereof.

Principal Holders of Common Shares

To the knowledge of the Directors and officers of the Corporation, as at the date hereof, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation.

ABOUT THE CORPORATION

We are an all-outdoor cultivator, manufacturer and distributor of global cannabis products and brands, building a connected, design-led collective of plant-based wellness and lifestyle brands. As the operator of an extensive outdoor cannabis cultivation facility, Flora leverages natural, cost-effective cultivation practices to supply cannabis derivatives to its diverse business units. The foundation of our business strategy is built on three core pillars:

BUSINESS OF THE MEETING

Financial Statements

The audited consolidated financial statements for the fiscal year ended December 31, 2021, together with the auditor's report thereon, will be presented to Shareholders for review at the Meeting and were mailed to Shareholders with the Notice of Meeting and this Circular. No vote by the Shareholders is required with respect to this matter.

PROPOSAL 1. Appointment of Directors

The Board of Directors of the Corporation has nominated seven persons (the "Nominees") for election as directors of the Corporation, who will hold office until the next annual meeting of the Corporation or until his or her successor is elected or appointed. At the Meeting, Shareholders will be asked to elect these Nominees as directors of the Corporation.

The process for voting for election of each director will be by individual voting and not by slate. The Shareholders can vote for or withhold from voting on the election of each director on an individual basis. Each Nominee receiving a majority of the votes cast shall be appointed by our Shareholders.

Management recommends a vote "FOR" the appointment of each Nominee as director.

Other than Mr. Brandon Konigsberg, all Nominees for director currently serve on our Board of Directors. Set forth below is information regarding each Nominee's age, tenure with the Corporation, background and experience, other directorships held within the past five years, and the specific experience, qualifications, attributes or skills that led to the conclusion by the Board that such person should serve as one of our directors. Each Nominee has consented to act as a director of the Corporation if appointed at the Meeting.

Luis Merchan, 41, was appointed Chief Executive Officer of Flora in December 2020, and was appointed Chairman of the Board of Directors in March 2022. He brings with him over a decade of experience in corporate strategy, enterprise sales management, merchandising, and executive management. Prior to joining Flora, from June 2013 to July 2020, Mr. Merchan worked at Macy's Inc. (NYSE: M) in various roles of increasing responsibility, most recently as Vice President of Workforce Strategy and Operations at Macy's Inc. from January 2020 to July 2020. While at Macy's, Mr. Merchan developed, implemented, and oversaw a streamlined and efficient workforce strategy for Macy's 540-store portfolio, distribution centers and credit card service centers. During Mr. Merchan's tenure at Macy's, he also led various sales and marketing initiatives, including the B2B corporate sales team that was responsible for $160 million in annual revenue. Mr. Merchan was awarded the Macy's Chairman Award in 2015, 2016, 2017 and 2018. Mr. Merchan graduated from the Pontifical Xavierian University in Bogota, Colombia with a B.E. in Industrial Engineering, received his M.B.A. from McNeese State University and a Graduate Certificate in Marketing Management from the Harvard Extension School. Mr. Merchan also serves on the board of directors of Hoshi International, Inc, as an Advisory Council Member for both the Hispanic Scholarship Fund in New York City and the Mercy College Business School.

John Timothy ("Tim") Leslie, 54, joined our Board of Directors in March 2022. He currently serves as an Executive in Residence at Beloit College as well as an independent management consultant to large technology and retail firms in Latin America and Europe. Previously, Mr. Leslie served as Chief Executive Officer of Leafly Inc., a cannabis information resource and technology company, from February 2019 to September 2020. Mr. Leslie also served as Leafly's Chairman of the Board from February 2019 to August 2019. Prior to his time at Leafly, Mr. Leslie held various roles at Amazon.com for over 20 years, most recently as Vice President, Prime Video International from August 2013 to January 2019. Mr. Leslie also currently serves on the Board of Directors of Endocanna Health, Inc., a cannabis health care company, and New Frontier Data, a cannabis business intelligence company. Mr. Leslie received a Bachelor of Arts in Economics from Beloit College in 1989 and a Juris Doctor from Yale Law School in 1992.

Dr. Beverley Richardson, 61, joined our Board of Directors in March 2021 and is a renowned psychotherapeutic practitioner whose collaborative efforts and clinical influence are reflected in some of the most compelling and effective addiction and behavioral health programs in North America, which include: Sierra Tucson (Arizona), the Meadows (Arizona) and Betty Ford Center (California). She has a Doctorate Degree in Psychology and is a B.C. Registered Clinical Counselor, Internationally Certified Eating Disorders Specialist, and EMDR Level II Trauma Therapist. Dr. Richardson has integrated her extensive experience in health and wellness with her entrepreneurial spirit to form her nutraceutical and bioscience research and development enterprises. From each of September 2020, March 2013, and October 2009 to the date hereof, Dr. Richardson respectively served as: (i) the Vice President of International Business at Phytorigins Botanicals Ltd., a Canadian biotech company, (ii) the Vice President of Science (Research and Development) at Phytology Nutraceuticals Ltd., a Canadian company focused on the manufacturing and sales of plant based medicines and psychoactive therapeutics, (iii) the managing director of Peyto Enterprises Ltd., a British Columbia company that Dr. Richardson founded operating in the lifestyle industry, and (iv) the managing director of Legacies Advisory Group Inc., a British Columbia consultant agency that Dr. Richardson founded which provides expertise in the planning, development and execution of addiction, behavioral health and wellness programs. Dr. Richardson obtained her Bachelor of Science from the University of Toronto, Master of Science from the University of Pennsylvania, and Doctor of Psychology from California Southern University, graduating magna cum laude.

Juan Carlos Gomez Roa, 58, joined our Board of Directors in March 2021 and has more than 20 years of experience working in Latin America in the gaming and entertainment industry. Mr. Gomez has been the Chief Executive Officer of Winner Group CIRSA since January 2000 and participated in the acquisition of Winner Group CIRSA by the Blackstone Group in April 2018. He earned his Bachelors Degree in Psychology from St. Thomas University in Colombia. Mr. Gomez is a director of several private companies in Colombia.

Dr. Annabelle Manalo-Morgan, Director, 37, joined our Board of Directors in June 2021 and is a scientist, educator, author, mother of five, and a respected key opinion leader. She is a cell and developmental biologist from Vanderbilt University in Nashville, Tennessee, with a background in neuroscience from Georgetown University. She earned her PhD in Cell and Developmental Biology with a focus in Cardio-Oncology and has since become a philanthropist and entrepreneur focused on pharmaceutical innovation and clinical trial research in medical cannabis. Currently, Dr. Manalo-Morgan has been the founder and Chief Scientific Officer at Masaya Medical, Inc. since 2019 and has served as the lead scientist at Medolife Rx since 2018.

Marc Mastronardi, 44, joined our Board of Directors in May 2021. He has been the Chief Stores Officer of Macy's Inc. (NYSE: M) since February 2020. Prior to his current role, Mr. Mastronardi held multiple roles at Macy's since March 2014, including Macy's Senior Vice President of Store Operations and Customer Experience, where he was responsible for enterprise-wide store operations, sales and customer service. Mr. Mastronardi has also led multiple functions within the organization responsible for the creation and expansion of new business concepts, leased partnerships and diverse, owner-led businesses. He currently serves on the board of Delivering Good, NYC, the executive committee of the Fashion Scholarship Fund, and is the executive sponsor of the Macy's Working Families Employee Resource Group. Mr. Mastronardi is a graduate of Boston College where he earned a Bachelors of Science in Finance and Accounting.

Brandon Konigsberg, 51, is a Nominee for director. Mr. Konigsberg is a seasoned finance leader and a former executive of JPMorgan Chase. From 1996 through 2020, Mr. Konigsberg held leadership roles in Finance and Treasury and served as a CFO and COO for various growing and turnaround business units at JPMC. He also managed the company's global balance sheet, liquidity and interest rate risks. After 24-years at JPMC, Mr. Konigsberg retired to focus on consulting, advisory and entrepreneurial ventures. He is currently the President and CFO of TradeUp, an educational finance company which he joined as a consultant in 2021. Since 2019, Mr. Konigsberg has served as a Director and member of the Audit Committee of GTJ REIT,Inc., a public industrial REIT. Since November 2021, he has also served as a Director, Chair of the Compensation Committee and member of the Audit Committee of Chicago Atlantic Real Estate Finance, Inc., a specialty mortgage REIT.

Director Qualifications

The Nominating and Corporate Governance Committee ("NCG") of the Board has created policies regarding director qualification requirements and the process for identifying and evaluating director candidates for adoption by the Board. Generally, the NCG considers the entirety of each candidate's qualifications and credentials. At a minimum, all candidates for director must possess high personal and professional ethics and integrity; an ability to exercise sound judgment; an ability to make independent analytical inquiries; an ability and willingness to devote sufficient time and resources to diligently perform Board duties; and appropriate and relevant business experience and acumen. The NCG believes there are other criteria that should be taken into account including any potential conflicts of interest as well as a candidate's demographic background (gender, race, ethnicity, nationality, to name a few). Additionally, a majority of the members of the Board must meet the criteria for independence under the NASDAQ listing rules, as in effect from time to time and as interpreted by the Board in its business judgment.

The above-mentioned attributes, along with the leadership skills and other experiences of the officers of the Corporation and the Board members set forth above, are expected to provide the Corporation with a diverse range of perspectives and judgment necessary to facilitate the Corporation's goals of shareholder value appreciation through organic and acquisition growth and to promote the interests of the Corporation's other stakeholders.

MANAGEMENT RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES DISCUSSED ABOVE AND PROXIES RECEIVED WILL BE SO VOTED UNLESS A SHAREHOLDER HAS SPECIFIED CONTRARY INSTRUCTIONS IN THE PROXY.

PROPOSAL 2. Re-Appointment of Davidson & Company LLP as the Corporation's Auditors for the Fiscal Year Ending December 31, 2022.

Davidson & Company LLP has served as the Corporation's independent registered public accounting firm since its appointment on October 30, 2020. Management is soliciting proxies from Shareholders in favour of the re-appointment of Davidson & Company LLP as the Corporation's auditors, to hold office for the fiscal year ending December 31, 2022, and to authorize the directors to fix their remuneration.

The affirmative vote of a simple majority of the valid votes cast at the Meeting is required to re-appoint Davidson & Company as the Corporation's auditors for the fiscal year ending December 31, 2022 and to authorize the Board to fix their remuneration.

MANAGEMENT RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RE-APPOINTMENT OF DAVIDSON & COMPANY LLP AS THE CORPORATION'S AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022 AND AUTHORIZING THE BOARD TO FIX THEIR REMUNERATION, AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

PROPOSAL 3. Approval of Flora Growth Corp. 2022 Incentive Compensation Plan

The Corporation's Compensation Committee has recommended, and the Board has adopted the Flora Growth Corp. 2022 Incentive Compensation Plan (the "2022 Incentive Compensation Plan") and recommended that it be submitted to the Corporation's Shareholders for their approval at the Meeting.

The Corporation previously adopted a "rolling" stock option plan (the "Prior Plan") which was approved by the Shareholders and which authorized the Corporation to grant stock options constituting up to 10% of the Corporation's issued and outstanding Common Shares at the time of each option grant, to employees, consultants and directors of the Corporation. The Prior Plan was designed to advance the interests of the Corporation by encouraging optionees to have equity participation in the Corporation through the acquisition of Common Shares. As of May 31, 2022, a total of 1,762,667 Common Shares have been issued pursuant to previously granted stock options that have been exercised and 5,240,378 Common Shares are issuable pursuant to outstanding stock options under the Prior Plan.

Upon approval of the 2022 Incentive Compensation Plan by the Corporation's Shareholders (the "Shareholder Approval Date"), no further grants will be made under the Prior Plan; however, any currently outstanding stock options granted prior to the Shareholder Approval Date will remain in effect until they have been exercised or terminated or have expired in accordance with the terms of the Prior Plan. If the Shareholders do not approve the 2022 Incentive Compensation Plan, the Prior Plan shall continue in full force and effect. Below is a summary of certain principal features of the 2022 Incentive Compensation Plan. This summary is qualified in its entirety by reference to the complete text of the 2022 Incentive Compensation Plan, a copy of which is attached hereto as Exhibit "A".

The purpose of the 2022 Incentive Compensation Plan is to assist the Corporation and its subsidiaries and other designated affiliates, which we refer to herein as "Related Entities", in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors consultants and other persons who provide services to the Corporation or its Related Entities, by enabling such persons to acquire or increase a proprietary interest in the Corporation in order to strengthen the mutuality of interests between such persons and the Corporation's shareholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of shareholder value.

The 2022 Incentive Compensation Plan will become effective upon the approval by the Corporation's Shareholders. Shareholder approval of the 2022 Incentive Compensation Plan is required (i) for purposes of complying with the stockholder approval requirements for the listing of Common Shares on the NASDAQ Global Market, (ii) to comply with the incentive stock options rules under Section 422 of the United States Internal Revenue Service Code (the "Code"), and (iii) for the 2022 Incentive Compensation Plan to be eligible under the "plan lender" exemption from the margin requirements of Regulation U promulgated under the United States Securities Exchange Act of 1934, as amended, which we refer to herein as the "Exchange Act".

Shares Available for Awards

Under the 2022 Incentive Compensation Plan, the total number of Common Shares reserved and available for delivery under the 2022 Incentive Compensation Plan ("Awards") at any time during the term of the Plan shall be equal to 6,000,000 Common Shares. Awards issued in substitution for awards previously granted by a company acquired by the Corporation or a Related Entity, or with which the Corporation or any Related Entity combines, do not reduce the limit on grants of Awards under the 2022 Incentive Compensation Plan. The maximum aggregate number of shares that may be delivered under the 2022 Incentive Compensation Plan as a result of the exercise of stock options shall be 4,000,000 Common Shares.

Subject to adjustment as provided in the 2022 Incentive Compensation Plan, in any fiscal year of the Corporation during any part of which the 2022 Incentive Compensation Plan is in effect, no participant who is a member of the Board but is not also an employee or consultant to the Corporation or Related Entity may be granted any Awards that have a "fair value" as of the date of grant, as determined in accordance with FASB ASC Topic 718 (or any other applicable accounting guidance) that exceeds $250,000 in the aggregate.

No awards may be made under the Prior Plan after the Shareholder Approval Date; however, any currently outstanding stock options granted prior to the Shareholder Approval shall remain in effect until they have been exercised or terminated or have expired.

The committee designated and empowered by the Board to administer the 2022 Incentive Compensation Plan ("Committee") is authorized to adjust the limitations described in the preceding paragraph and is authorized to adjust outstanding Awards (including adjustments to exercise prices of stock options and other affected terms of Awards) in the event that a dividend or other distribution (whether in cash, Common Share or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange or other similar corporate transaction or event affects the Common Shares so that an adjustment is appropriate. The Committee is also authorized to adjust performance conditions and other terms of Awards in response to these kinds of events or in response to changes in applicable laws, regulations or accounting principles.

The persons eligible to receive Awards under the 2022 Incentive Compensation Plan are the officers, directors, employees, consultants and other persons who provide services to the Corporation or any Related Entity. The foregoing notwithstanding, only employees of the Corporation, or any parent corporation or subsidiary company of the Corporation (as those terms are defined in Sections 424(e) and (f) of the Code, respectively), are eligible for purposes of receiving any incentive stock options ("ISOs"). An employee on leave of absence may be considered as still in the employ of the Corporation or a Related Entity for purposes of eligibility for participation in the 2022 Incentive Compensation Plan.

The 2022 Incentive Compensation Plan is to be administered by the Committee; provided, however, that except as otherwise expressly provided in the 2022 Incentive Compensation Plan, the Board may exercise any power or authority granted to the Committee under the 2022 Incentive Compensation Plan. Subject to the terms of the 2022 Incentive Compensation Plan, the Committee is authorized to select eligible persons to receive Awards, determine the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award agreements (which need not be identical for each person who has been granted an Award under the 2022 Incentive Compensation Plan which remains outstanding (a "Participant")), and the rules and regulations for the administration of the 2022 Incentive Compensation Plan, construe and interpret the 2022 Incentive Compensation Plan and Award agreements, correct defects, supply omissions or reconcile inconsistencies therein, and make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the 2022 Incentive Compensation Plan.

Stock Options and Stock Appreciation Rights

The Committee is authorized to grant stock options, including both ISOs, which can result in potentially favorable tax treatment to the participant, and non qualified stock options, and stock appreciation rights entitling the participant to receive the amount by which the fair market value of a Common Share on the date of exercise exceeds the grant price of the stock appreciation right. The exercise price per share subject to an option and the grant price of a stock appreciation right are determined by the Committee but may not be less than 100% of the fair market value of a Common Share on the date the award is granted. An option granted to a person who owns or is deemed to own stock representing 10% or more of the voting power of all classes of stock of the Corporation or any parent company (sometimes referred to as a "10% owner") will not qualify as an ISO unless the exercise price for the option is not less than 110% of the fair market value of a Common Share on the date such ISO is granted.

For purposes of the 2022 Incentive Compensation Plan, the term "fair market value" means the fair market value of Common Shares, Awards or other property as determined by the Committee or under procedures established by the Committee. Unless otherwise determined by the Committee, the fair market value of a Common Share as of any given date shall be the closing price of a Common Share on the business day that immediately precedes the date as of which the value is being determined as quoted on the NASDAQ Stock Market or such other national or regional securities exchange or market system constituting the primary market on which a Common Share is traded, as reported in The Wall Street Journal or such other source as the Corporation deems reliable or, if there is no sale on that date, then on the last previous day on which a sale was reported. The maximum term of each option or stock appreciation right, the times at which each option or stock appreciation right will be exercisable, and provisions requiring forfeiture of unexercised options or stock appreciation rights at or following termination of employment, generally are fixed by the Committee, except that no option or stock appreciation right may have a term exceeding ten years, and no ISO granted to a 10% shareholder (as described above) may have a term exceeding five years (to the extent required by the Code at the time of grant). Methods of exercise and settlement and other terms of options and stock appreciation rights are determined by the Committee. The Committee thus may permit the exercise price of options awarded under the 2022 Incentive Compensation Plan to be paid in cash, shares, other Awards or other property (including loans to participants).

Restricted Stock and Restricted Stock Units

The Committee is authorized to grant restricted stock and restricted stock units. Restricted stock is a grant of Common Shares which may not be sold or disposed of, and which is subject to such risks of forfeiture and other restrictions as the Committee may impose. A participant granted restricted stock generally has all of the rights of a shareholder of the Corporation, unless otherwise determined by the Committee. An Award of restricted stock units confers upon a participant the right to receive Common Shares at the end of a specified deferral period, subject to such risks of forfeiture and other restrictions as the Committee may impose. Prior to settlement, an Award of restricted stock units carries no voting or dividend rights, or other rights associated with share ownership, although dividend equivalents may be granted, as discussed below.

Dividend Equivalents

The Committee is authorized to grant dividend equivalents conferring on participants the right to receive, currently or on a deferred basis, cash, Common Shares, other Awards or other property equal in value to dividends paid on a specific number of Common Shares or other periodic payments. Dividend equivalents may be granted alone or in connection with another Award, may be paid currently or on a deferred basis and, if deferred, may be deemed to have been reinvested in additional Common Shares, Awards or otherwise as specified by the Committee.

Bonus Stock and Awards in Lieu of Cash Obligations

The Committee is authorized to grant Common Shares as a bonus free of restrictions, or to grant Common Shares or other Awards in lieu of Corporation obligations to pay cash under the 2022 Incentive Compensation Plan or other plans or compensatory arrangements, subject to such terms as the Committee may specify.

Other Stock Based Awards

The Committee or the Board is authorized to grant Awards that are denominated or payable in, valued by reference to, or otherwise based on or related to Common Shares. The Committee determines the terms and conditions of such Awards.