SNDL披露拟授权董事会实施1:2至1:10股份合并，当前仅为股东审批事项

----- d152044d6k.htm -----
6-K
1
d152044d6k.htm
6-K
6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form
6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16
OR
15d-16
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number
001-39005
SNDL INC.
(Registrant’s name)
#101, 17220 Stony Plain Road NW
Edmonton, AB T5S 1K6
Tel.: (780)
944-9994
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F
or Form
40-F:
Form
20-F ☐   Form
40-F ☒
INCORPORATION BY REFERENCE
Exhibit 99.1 to this report on Form
6-K
shall be deemed to be incorporated by reference in SNDL Inc.’s
registration statements on Form
S-8
(File
No. 333-233156,
File
No. 333-262233,
File
No. 333-267510,
File
No. 333-269242,
File
No. 333-278683
and File
No. 333-286169)
and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SNDL INC.
Date: September 8, 2026
By:
/s/ Matthew Husson
Name:
Matthew Husson
Title:
General Counsel & Corporate Secretary
EXHIBIT
Exhibit
Description of Exhibit
99.1
Notice of Meeting and Information Circular, dated September 3, 2026
99.2
Form of Proxy
99.3
Notice and Access Notification

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EX-99.1
2
d152044dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
SNDL INC.
NOTICE OF MEETING AND
INFORMATION CIRCULAR
DATED SEPTEMBER 3, 2026
FOR THE
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD VIRTUALLY
ON
OCTOBER 15, 2026
AT 10:00 a.m. (Toronto Time)
www.VoteSNDL.com
Questions? Need Help Voting?
Contact Kingsdale Advisors
Toll-free in
North America:
1-888-518-1560
Call or Text (U.S.):
646-741-5795
Call or Text (Canada and International):
437-561-5009
Email:
contactus@kingsdaleadvisors.com
SNDL INC.
NOTICE OF ANNUAL AND SPECIAL MEETING
OF
SHAREHOLDERS TO BE HELD VIRTUALLY ON
OCTOBER 15, 2026
To Shareholders:
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 October 15, 2026 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 September
3
, 2026 (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/400-607-609-653,
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:
1.
receive and consider the audited financial statements of the Corporation for the year ended December 31, 2025 and
the auditors’ report thereon;
2.
consider and, if deemed advisable, fix the number of directors of the Corporation for the ensuing year, or as
otherwise authorized by the Shareholders, at five (5)
members;
3.
elect the directors of the Corporation for the ensuing year;
4.
appoint CBIZ CPAs P.C., as the auditor of the Corporation for the ensuing year at such remuneration as may be fixed by
the board of directors of the Corporation;
5.
consider and, if deemed advisable, approve a special resolution, with or without amendment, the full text of which is
set forth in Appendix “E” to the accompanying Information Circular, approving the consolidation of the issued and outstanding Common Shares on the basis of not less than one (1) post-consolidation Common Share for two
(2) pre-consolidation
Common Shares and not more than one (1) post-consolidation Common Share for ten
(10) pre-consolidation
Common Shares
(the
“
Share
Consolidation
”), such amendment is expected to be implemented by the board of directors of the Corporation (the “
Board
”) before October 31, 2026, but in any event not later than one
(1) year after the date of the Meeting (or any postponement or adjournment thereof), all as more particularly described in the accompanying Information Circular; and
6.
transact such further and other business as may properly come before the Meeting or any adjournment or postponement
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 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 August 26, 2026. 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
For
the proxy to be valid, the duly completed and signed form of proxy must be received not less than forty eight (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.
Notice-and-Access
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, 2025 and December 31, 2024 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 voting instruction form (“
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.
In order to receive a paper copy of this Information Circular and other Meeting materials, requests by Shareholders may
be made up to one (1) year from the date the Information Circular is filed on SEDAR+ by contacting Odyssey Trust Company: (i) online at
https://odysseytrust.com/notice-and-access/;
or (ii) by calling toll free at
1-888-290-1175
(within North America) or
1-587-885-0960
(outside North America) .
The Corporation estimates that a Shareholder’s request for paper copies of the Information Circular and other Meeting materials will need to be received prior to October 6, 2026, in order for such Shareholder to have
ii
sufficient time to receive and review the materials requested and return their voting instructions prior to the Meeting.
Shareholders may contact Kingsdale Advisors, the Corporation’s strategic shareholder advisor and proxy solicitation agent, by telephone at
1-888-518-1560
(toll-free in North America),
437-561-5009
(call or text in Canada), or
646-741-5795
(call or text in the U.S.), or by
email at
contactus@kingsdaleadvisors.com
. For further information about voting your Common Shares, please visit
www.VoteSNDL.com
.
DATED this
3
rd
day of
September, 2026
BY ORDER OF THE BOARD OF DIRECTORS
OF SNDL INC.
(signed) Zachary George
Zachary George
Chief Executive Officer and Director
iii
TABLE OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS
2
GLOSSARY OF TERMS
3
SOLICITATION OF PROXIES
7
PERSONS MAKING THE SOLICITATION
7
NOTICE TO BENEFICIAL HOLDERS
8
NOTICE-AND-ACCESS
9
RECORD DATE
9
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
14
1.    Receipt of Financial Statements and Auditors’
Report
14
2.    Fixing the Number of Directors
14
3.    Election of Directors
14
4.    Appointment of an Auditor
15
5.    Share Consolidation Resolution
15
6.    Other Business
16
DIRECTOR NOMINEES
16
ORDERS, BANKRUPTCIES AND PENALTIES AND SANCTIONS
20
THE SHARE CONSOLIDATION
21
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
26
MANAGEMENT CONTRACTS
26
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
26
INTEREST OF INFORMED PERSONS AND OTHERS IN MATERIAL TRANSACTIONS
26
ADDITIONAL INFORMATION
26
Appendix “A” FORM
58-101F1
– CORPORATE
GOVERNANCE DISCLOSURE
A-1
Appendix “B” FORM
51-102F6
– STATEMENT OF
EXECUTIVE COMPENSATION
B-7
Appendix “C” AUDIT COMMITTEE MANDATE
C-1
Appendix “D” BOARD MANDATE
D-1
Appendix “E” SHARE CONSOLIDATION RESOLUTION
E-1
SNDL INC.
Information Circular – September 3, 2026
For the Annual and Special Meeting of
Shareholders of SNDL Inc.
to be held on
October 15, 2026
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 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:
●
the Corporation’s ability to implement its operational and liquidity strategies as well as its strategic
initiatives;
●
the Corporation’s competitive advantages;
●
the impact of competition;
●
the changes and trends in the cannabis cultivation and retail, and the liquor retail industry;
●
changes in laws, rules and regulations;
●
the Corporation’s ability to maintain and renew required licences;
●
the Corporation’s ability to maintain good business relationships with its customers, distributors and other
strategic partners;
●
the Corporation’s ability to keep pace with changing consumer preferences;
●
the Corporation’s ability to protect its intellectual property;
●
the anticipated timing of the Share Consolidation;
●
the anticipated benefits of the Share Consolidation and effect on the Corporation’s Nasdaq listing and CSE
listing;
●
the anticipated increase of the market price of the Common Shares following the Share Consolidation;
●
the Corporation’s ability to obtain the required Shareholder approval of the Share Consolidation Resolution, and
the expected timing of such approval;
●
the Corporation’s ability to identify, finance and consummate acquisitions on attractive terms, integrate acquired
companies and to realize the benefits of such acquisitions;
●
the Corporation’s ability to retain key personnel;
●
the Corporation’s ability to efficiently deploy capital and achieve its expected and desired returns on such
investments;
●
the Corporation’s ability to open new retail locations and attract a sufficient number of qualified franchisees;
and
●
the absence of material adverse changes in the Corporation’s industry or the global economy, including as a result
of global economic downturns.
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.
GLOSSARY OF TERMS
Unless the context
otherwise requires, when used in this Information Circular, the following terms shall have the meanings set forth below.
“
2025
Meeting
” means the annual and special meeting of Shareholders held on July 29, 2025;
“
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 11, 2026 for the year ended December 31, 2025;
“
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
Committee;
“
Award Date
” means, unless otherwise determined by the Board, March
15
th
, June 15
th
, September 15
th
and December 15
th
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.;
3
“
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 Calgary, Alberta;
“
CEO
” means Chief Executive Officer;
“
Chairman
” means the chairman of the Board;
“
Clawback Policy
” means the clawback policy adopted by SNDL;
“
Code of Conduct
” means SNDL’s code of conduct;
“
Committees
” means collectively, the Audit Committee, the HR & Compensation Committee and the Nominating and Corporate
Governance Committee, and each a “
Committee
”;
“
Common Shares
” means common shares of SNDL;
“
Control Number
” means the control number located on the Proxy Form;
“
Consolidation LOT
” means the letter of transmittal with respect to the Share Consolidation;
“
CSE
” means the Canadian Securities Exchange;
“
Corporation
” or “
SNDL
” means SNDL Inc.;
“
Deferred Share Unit Amount
” has the meaning ascribed to such term in Appendix ”B” –
Form
51-102F6
– Statement of Executive Compensation
;
“
Deferred Share Unit Plan
” means the
deferred share unit plan adopted by SNDL;
“
Deferred Share Units
” or “
DSUs
” means deferred share units of SNDL
granted pursuant to the Deferred Share Unit Plan;
“
Director Nominees
” means those individuals nominated for election as
directors of the Corporation;
“
Diversity Policy
” means the diversity policy adopted by the Board;
“
DRS
” means a Direct Registration System Advice/Statement;
“
Eligible Directors
” means
non-employee
directors of the Corporation and its subsidiaries who
are eligible to participate in the Deferred Share Unit Plan;
“
Employee Warrants
” means employee warrants to purchase Common
Shares;
“
Exchange Act
” means the
U.S. Securities Exchange Act of 1934
, as amended.
“
Excluded Director
” means directors who are employees of SNDL;
“
Executive Officers
” means the executive officers of SNDL, including NEOs;
“
Expiry Date
” means the date on which an Option expires;
“
Fiscal 2025
” means the fiscal year ended December 31, 2025;
“
Grant Date
” means the date on which Options are granted;
“
HR
& Compensation Committee
” means the human resources and compensation committee of the Board;
4
“
HR
&
Compensation Committee Charter
” means the
written charter setting forth the purpose, composition, authority and responsibilities of the HR & Compensation Committee;
“
Independent Directors
” has the meaning ascribed to such term in Appendix ”A” –
Form
58-101F1
– Corporate Governance Disclosure
;
“Information Circular
” means this
information circular of SNDL dated September 3, 2026;
“
Intermediary
” means, collectively, a broker, financial institution,
trustee, nominee or other intermediary;
“
Majority Voting Policy
” means the Corporation’s majority voting policy;
“
Management Designees
” means the persons named in the enclosed Proxy Form or VIF, being directors and/or officers of SNDL;
“
Mandatory Deferred Retainer Amount
” has the meaning ascribed to such term in Appendix ”A” –
Form
51-102F6
– Statement of Executive Compensation
;
“
Meeting
” means the annual and
special meeting of Shareholders to be held on October 15, 2026 at 10:00 a.m. (Toronto time);
“
Nasdaq
” means the Nasdaq
Capital Market;
“
NEO
” means a named executive officer;
“
NI
51-102
” means National Instrument
51-102
–
Continuous Disclosure Obligations
;
“
NI
52-110
” means National Instrument
52-110
–
Audit Committees
;
“
NI
54-101
”
means National Instrument
54-101
–
Communication with Beneficial Owners of Securities of a Reporting Issuer
;
“
NI
58-101
” means National Instrument
58-101
–
Disclosure of Corporate Governance Practices
;
“
Nominating and Corporate Governance Committee
” means the nominating and
corporate governance committee of the Board;
“
Nominating and Corporate Governance Committee Charter
” means the written charter
setting forth the purpose, composition, authority and responsibilities of the Nominating and Corporate Governance Committee;
“
Notice of
Meeting
” means the notice of annual and special meeting enclosed with this Information Circular;
“
Notice of Meeting
Date
” means the first announcement of an annual meeting date of Shareholders;
“
Notice of Nomination
” means a notice
submitted by a Shareholder, pursuant to the Advance Notice Provisions, nominating a director;
“
Odyssey
” means Odyssey Trust
Company, the Corporation’s Canadian transfer agent and registrar;
“
Options
” means the stock options of SNDL granted
pursuant to the Stock Option Plan;
“
Order
” means collectively: (i) a cease trade order; (ii) an order similar to a
cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than thirty (30) consecutive days;
5
“
Participant
” means an eligible participant under the Stock Option Plan;
“
Post-Consolidation Shares
” means the Common Shares held by Shareholders following the implementation of the Share Consolidation;
“
Pre-Consolidation
Shares
” means the Common Shares held by Shareholders prior to the
Share Consolidation being implemented;
“
Proxy Form
” means the form of proxy for Common Shares;
“
PSUs
” means the performance share units of SNDL granted pursuant to the Restricted and Performance Share Unit Plan;
“
Record Date
” means August 26, 2026;
“
Registered Shareholders
” means a person whose name appears on the register of Shareholders as an owner of Common Shares;
“
Registrar
” means the Registrar of Corporations duly appointed pursuant to the ABCA;
“
Renewal Policy
” means the board renewal policy adopted by the Board;
“
Restricted and Performance Share Unit Plan
” means the restricted and performance share unit plan adopted by SNDL;
“
RSUs
” means the restricted share units of SNDL granted pursuant to the Restricted and Performance Share Unit Plan;
“
SEC
” means the United States Securities and Exchange Commission;
“
SEDAR+
” means the System for Electronic Data Analysis and Retrieval +;
“
Separation from Service
” has the meaning ascribed to such term in Appendix ”B” –
Form
51-102F6
– Statement of Executive Compensation
;
“
Share Consolidation
” means the
proposed consolidation of the Common Shares, as more fully described in this Information Circular; “
Share Consolidation Resolution
” means the proposed special resolution approving the Share Consolidation substantially in the form
attached hereto as Appendix “E” –
Share Consolidation Resolution
;
“
Share Units
” means,
collectively, the RSUs and the PSUs;
“
Shareholders
” means holders of Common Shares of SNDL;
“
SNDL Annual MD&A
” means the management’s discussion and analysis of SNDL filed on SEDAR+ on March 12, 2026 for the
year ended December 31, 2025;
“
SNDL Financial Statements
” means the audited consolidated financial statements of SNDL for
the years ended December 31, 2025 and December 31, 2024 and the auditors’ report thereon;
“
Stock Option Plan
”
means the stock option plan adopted by SNDL;
“
subsidiaries
” has the meaning ascribed thereto in Section 1.1 of National
Instrument
45-106
–
Prospectus Exemptions
;
“
SUP Participants
” means
employees, officers and consultants of SNDL and its subsidiaries who are eligible to participate in the Restricted and Performance Share Unit Plan;
6
“
Termination Event
” means an Eligible Director’s death, retirement, or
resignation;
“
Third Party Proxyholder
” means a person who is a Shareholder may choose to represent them at the Meeting, as
proxyholder, other than the Management Designees; and
“
VIF
” means the voting instruction form sent to Beneficial Shareholders in
respect of the Meeting.
SOLICITATION OF PROXIES
This Information Circular is furnished by the management of SNDL to Shareholders in connection with the solicitation of proxies to be voted at the
Meeting.
SNDL is hosting its meeting in a virtual-only format. SNDL encourages all Shareholders to virtually attend the Meeting.
The Meeting, and any adjournment or postponement thereof, for the purposes set forth in the Notice of Meeting will be held on October 15, 2026 at
10:00 a.m.
(Toronto time) as a virtual-only Meeting via live audio webcast online at
https://meetings.lumiconnect.com/400-607-609-653.
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. 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 or ask questions. This is because the Corporation and its transfer agent do not have a record of the Beneficial Shareholders, 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 VIF 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 the Record
Date, 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 SNDL or the management of SNDL. Unless otherwise indicated herein, all dollar amounts are expressed in Canadian dollars. All references to
“$” are to Canadian dollars unless otherwise stated.
PERSONS MAKING THE SOLICITATION
This 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 Proxy Form or VIF, as applicable, Notice of Meeting and this Information Circular. In addition to mailing the Proxy Forms and VIFs, proxies may be solicited by phone, email, internet or other means of communication, by directors,
officers and employees of the Corporation who will not be remunerated therefor.
The Corporation has retained Kingsdale Advisors as the
Corporation’s strategic shareholder advisor and proxy solicitation agent, to provide a broad array of strategic advisory, governance, strategic communications, digital and investor campaign services on a global retainer basis in addition to
certain fees accrued during the life of the engagement upon the discretion and direction of the Corporation. Due to the nature of the engagement, fees relating to proxy solicitation cannot be approximated.
Shareholders may contact Kingsdale Advisors, the Corporation’s strategic shareholder advisor and proxy solicitation agent, by telephone at
1-888-518-1560
(toll-free in North America),
437-561-5009
(call or text in Canada), or
646-741-5795
(call or text in the U.S.), or by
email at
contactus@kingsdaleadvisors.com
. For further information about voting your Common Shares, please visit
www.VoteSNDL.com
.
7
NOTICE TO BENEFICIAL HOLDERS
The information set forth in this section is of significant importance to many Shareholders, as a substantial number of the Shareholders do not hold
Common Shares in their own name
. Beneficial Shareholders should note that only proxies deposited by 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 Intermediary. Common Shares held by Intermediaries 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 to seek voting instructions from Beneficial
Shareholders in advance of meetings of securityholders. Every Intermediary 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 Intermediaries now delegate responsibility for obtaining voting instructions from clients to Broadridge.
Broadridge typically mails a scannable VIF in lieu of the form of proxy. Beneficial Shareholders are requested to complete and return the VIF 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 VIF) 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 VIF must be returned as directed by Broadridge well in advance of the Meeting in order to have
the Common Shares voted.
Beneficial 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 VIF 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 uses Broadridge to send proxy-related materials to
non-objecting
beneficial owners under NI
54-101.
The Corporation will not pay for proximate Intermediaries to forward the proxy related materials and the VIF to objecting beneficial owners under NI
54-101
and
accordingly, objecting beneficial owners will not receive such materials unless their intermediary assumes the cost of delivery.
Beneficial
Shareholders who do not object to their name being made known to the Corporation may be contacted by Kingsdale Advisors to assist in conveniently voting their Common Shares directly by telephone. The Corporation may also utilize the Broadridge
QuickVote
™
service to assist such Beneficial Shareholders with voting their Common Shares.
Beneficial Shareholders are asked to consider signing up for electronic delivery
(“
E-delivery
”) of the Meeting materials.
E-delivery
has become a convenient way to make distribution of materials more efficient and is an
environmentally responsible alternative by eliminating the use of printed paper and the carbon footprint of the associated mail delivery process. Signing up is quick and easy, go to
www.proxyvote.com
and sign in with your control number, vote for the resolutions at the meeting and following your vote confirmation, you
will be able to select the electronic delivery box and provide an email address. Having registered for electronic delivery, going forward you will receive your Meeting materials by email and will be able to vote on your device by simply
following a link in the email sent by your financial intermediary, provided your intermediary supports this service.
8
Shareholders may contact Kingsdale Advisors, the Corporation’s strategic shareholder advisor and
proxy solicitation agent, by telephone at
1-888-518-1560
(toll-free in North America),
437-561-5009
(call or text in Canada), or
646-741-5795
(call or text in the U.S.), or by email at
contactus@kingsdaleadvisors.com
. For further information about voting your Common Shares, please visit
www.VoteSNDL.com
.
NOTICE-AND-ACCESS
The Corporation has decided to use the
notice-and-access
(“
Notice-and-Access
”) rules provided under NI
54-101
for the delivery of the Notice of Meeting, the Information Circular, the SNDL Financial Statements and the Proxy Form or VIF (as applicable) (collectively, the “
Meeting Materials
”) to
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, the Corporation’s Canadian transfer
agent and registrar, at
https://odysseytrust.com/client/sndlinc/
. The Meeting Materials will remain posted on Odyssey’s website at least until the date that is one (1) 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.
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 (1) year from the date the Meeting Materials are posted on Odyssey’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, toll free at
1-888-290-1175
(within North America) or
1-587-885-0960
(outside North America).
The Corporation will be providing paper copies of the Meeting Materials only to its Registered Shareholders and to
those Beneficial Shareholders who have existing instructions on their account to receive paper materials.
Obtaining Paper Copies of Meeting Materials
Shareholders
may request to receive paper copies of the materials by mail at no cost. Requests for paper copies must be received by October 6, 2026, for the paper copy to be delivered in advance of the Meeting. Shareholders may request a paper copy of the
materials up to one year from the date the materials were filed on SEDAR+.
For more information regarding
Notice-and-Access
or to obtain a paper copy of the Meeting Materials, please contact our Canadian transfer agent, Odyssey, via their website at
www.odysseycontact.com
or by phone at
1-888-290-1175
(within North America) or
1-587-885-0960
(outside North America).
Shareholders may contact Kingsdale Advisors, the
Corporation’s strategic shareholder advisor and proxy solicitation agent, by telephone at
1-888-518-1560
(toll-free in
North America),
437-561-5009
(call or text in Canada), or
646-741-5795
(call or text in
the U.S.), or by email at
contactus@kingsdaleadvisors.com
. For further information about voting your Common Shares, please visit
www.VoteSNDL.com
.
RECORD DATE
Only Shareholders of record on August 26, 2026 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 in accordance with the ABCA.
9
APPOINTMENT OF PROXY
As a Shareholder submitting a Proxy Form or VIF you have the right to appoint a person (who need not be a Shareholder) or company to represent you at
the Meeting other than the person or persons designated in the Proxy Form or VIF 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 or VIF and
strike out the other names or submit another appropriate proxy
.
You must also follow the instructions set out below.
The following
applies to Third Party Proxyholders, 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 or VIF, as
applicable, must be mailed so as to be deposited with the Corporation’s Canadian transfer agent, Odyssey at Traders Bank Building,
702-67
Yonge Street, Toronto, Ontario M5E 1J8, Attention: Proxy
Department,
not less than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) before the time set for the Meeting or any adjournment or postponement 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 or VIF, as applicable, properly may result in its invalidation. The time limit for the deposit of Proxy Forms or VIFs, as
applicable, may be waived by 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 Common Shares
MUST
submit their Proxy Form or VIF, 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 Form or VIF, as applicable.
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:
●
Step 1: Submit your Proxy Form or VIF:
To appoint a Third Party Proxyholder, insert such person’s name in
the blank space provided in the Proxy Form or VIF (if permitted), as applicable, and follow the instructions for submitting such Proxy Form or VIF. This must be completed prior to registering such Third Party Proxyholder, which is an additional step
to be completed once you have submitted your Proxy Form or VIF. If you are a Beneficial Shareholder located in the United States, you must also provide Odyssey with a duly completed legal proxy if you wish to attend, participate or vote at the
Meeting or, if permitted, appoint a Third Party Proxyholder. See
“Legal Proxy - US Beneficial Shareholders Only”
below for additional details.
●
Step 2: Register your proxyholder:
To register a Third Party Proxyholder, Shareholders
MUST
send an email
to
appointee@odysseytrust.com
by 10:00 a.m.
(Toronto time) on October 13, 2026,
which must provide Odyssey with the required Third Party Proxyholder contact information, the number of Common Shares appointed, the name in
which the Common Shares are registered if the Shareholder is a Registered Shareholder, or the name of the broker where the Common Shares are held if the Shareholder is a Beneficial Shareholder, so that Odyssey may provide the proxyholder with a
username via email. Without a username, proxyholders will not be able to attend, participate or vote at the Meeting.
If you are a Beneficial Shareholder and wish to attend, participate or vote at the Meeting, you have to insert your own name in the
space provided on the VIF sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary
AND
register yourself as your Third Party Proxyholder, as described above. By doing so, you are instructing
your intermediary to appoint you as Third Party Proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading
“How do I
Attend and Participate in the Meeting?”
in this Information Circular.
10
Shareholders may contact Kingsdale Advisors, the Corporation’s strategic
shareholder advisor and proxy solicitation agent, by telephone at
1-888-518-1560
(toll-free in North America),
437-561-5009
(call or text in Canada), or
646-741-5795
(call or text in the U.S.), or by email
at
contactus@kingsdaleadvisors.com
. For further information about voting your Common Shares, please visit
www.VoteSNDL.com
.
Legal Proxy – US Beneficial Shareholders Only
If you are a Beneficial Shareholder located in the United States and wish to attend, participate or vote at the Meeting or, if
permitted, appoint a Third Party Proxyholder, in addition to the steps described above and below under
“How do I Attend and Participate in the Meeting?”
, you must obtain a valid legal proxy from your intermediary. Follow the
instructions from your intermediary included with the legal proxy form and the VIF sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your
intermediary, you must then submit such legal proxy to Odyssey. Requests for registration from Beneficial Shareholders located in the United States that wish to attend, participate or vote at the Meeting or, if permitted, appoint a Third Party
Proxyholder must be sent by email to
appointee@odysseytrust.com
and received by 10:00 a.m.
(Toronto time) on October 13, 2026.
REVOCABILITY OF PROXY
In addition to
revocation in any other manner permitted by law, a Registered Shareholder who has given a proxy may revoke it by:
(a)
executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be
executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing, or, if the Registered Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering
the proxy bearing a later date to the Corporation’s Canadian transfer agent, Odyssey, at Traders Bank Building,
702-67
Yonge Street, Toronto, Ontario M5E 1J8, Attention:
Proxy Department, not less
than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays) before the time set for the Meeting or any adjournment or postponement thereof at which the proxy is to be used, or to the Chairman of the Meeting on the day of
the Meeting or any reconvening thereof, or in any other manner provided by law; or
(b)
attending the Meeting online and voting or withholding from voting the Registered Shareholder’s Common Shares.
A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.
EXERCISE OF DISCRETION BY PROXY
The persons
named in the Proxy Form or VIF, as applicable, will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to the matter to
be acted upon, your Common Shares will be voted accordingly. The Proxy Form or VIF, as applicable, confers discretionary authority on persons named therein with respect to:
(a)
each matter identified therein for which a choice is not specified;
(b)
any amendment to or variation of any matter identified herein; and
(c)
any other matter that properly comes before the Meeting.
11
In respect of a matter for which a choice is not specified in the Proxy Form or VIF, as applicable, the persons
named in the Proxy Form or VIF, as applicable, will vote the Common Shares represented by the Proxy Form or the VIF, as applicable, for the approval of such matter.
As at the date of this Information Circular, management of the Corporation knows of no such amendments, variations or other matters to come before the
Meeting other than the matters referred to in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Proxy Form or VIF to vote the Common Shares represented thereby in
accordance with their best judgment on such matters.
Shareholders may contact Kingsdale Advisors, the Corporation’s strategic shareholder
advisor and proxy solicitation agent, by telephone at
1-888-518-1560
(toll-free in North America),
437-561-5009
(call or text in Canada), or
646-741-5795
(call or text in the U.S.), or by
email at
contactus@kingsdaleadvisors.com
. For further information about voting your Common Shares, please visit
www.VoteSNDL.com
.
HOW DO I ATTEND
AND PARTICIPATE IN THE MEETING?
SNDL is holding 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.
Attending the Meeting online enables Registered Shareholders and duly appointed
proxyholders, including Beneficial Shareholders who have duly appointed themselves as proxyholder, to participate at the Meeting and ask questions, all in real time. All such Registered Shareholders and duly appointed proxyholders, regardless of
geographic location and equity ownership, will have an equal opportunity to participate in the Meeting and engage with the directors of the Corporation, as well as other Shareholders. In order to attend, participate or vote at the Meeting (including
for voting and asking questions at the Meeting), Shareholders must have a valid username.
Registered Shareholders and duly appointed proxyholders
will be able to attend, participate and vote at the Meeting online at
https://meetings.lumiconnect.com/400-607-609-653
. Such persons may then enter the Meeting by clicking “I have a login” and entering a username and password before the start of the Meeting, as follows:
(i)
Registered Shareholders
: The Control Number located on the Proxy Form (or in the email notification you received) is the
username. The password to the Meeting is “
SNDL2026
” (case sensitive). If as a Registered Shareholder you are using your Control Number to login to the Meeting and you accept the terms and conditions, you will be revoking any and
all previously submitted proxies for the Meeting and will be provided the opportunity to vote by online ballot on the matters put forth at the Meeting. If you do not wish to revoke a previously submitted proxy, as the case may be, you will need to
attend the Meeting as a guest and will not be able to participate at the Meeting online.
(ii)
Duly appointed proxyholders
:
Odyssey will provide the proxyholder with a Control Number (username) by email after the proxy submission deadline has passed. The password to the Meeting is “
SNDL2026
”
(case sensitive). Only Registered Shareholders and
duly appointed proxyholders will be entitled to attend, participate and vote at the Meeting. Beneficial Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as a guest but not be able to participate
or vote at the Meeting. Shareholders who wish to appoint a Third Party Proxyholder to represent them at the Meeting (including Beneficial Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting)
MUST
submit their duly completed Proxy Form or VIF
AND
register the proxyholder. See the section entitled “
Appointment of Proxy”
above in this Information Circular.
Guests, including Beneficial Shareholders who have not duly appointed themselves as proxyholder, will be able to attend as a guest and listen to the
webcast as set out below, but will not be able to participate in or vote at the Meeting. To join as a guest, please visit the Meeting online at
https://meetings.lumiconnect.com/400-607-609-653
and select “Join as a Guest” when prompted.
12
If you attend the Meeting online, it is important that you are connected to the Internet at all times
during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.
If Shareholders (or their proxyholders) encounter any difficulties accessing the Meeting during the
check-in,
they may attend the Meeting by clicking “Guest” and completing the online form. The virtual platform is fully supported across Internet browsers and devices (desktops, laptops, tablets, and smartphones) running the most updated version
of applicable software and plugins. Shareholders (or their proxyholders) should ensure that they have a strong Internet connection if they intend to attend and/or participate in the Meeting. Participants should allow plenty of time to log in and
ensure that they can hear streaming audio prior to the start of the Meeting. Technical support can also be accessed at:
support-ca@lumiglobal.com
.
Shareholders may contact Kingsdale Advisors, the Corporation’s strategic shareholder advisor and proxy solicitation agent, by telephone at
1-888-518-1560
(toll-free in North America),
437-561-5009
(call or text in Canada), or
646-741-5795
(call or text in the U.S.), or by
email at
contactus@kingsdaleadvisors.com
. For further information about voting your Common Shares, please visit
www.VoteSNDL.com
.
VOTING SHARES AND PRINCIPAL
HOLDERS THEREOF
The Board has fixed
August 26, 2026 as the Record Date for the determination of Shareholders entitled to notice of
and to vote at the Meeting, and at any adjournment or postponement thereof, except to the extent that a Shareholder transfers ownership of the Common Shares after the Record Date, in which case the transferee shall be entitled to vote such Common
Shares upon establishing ownership and requesting, not later than ten (10) days before the Meeting, to be included in the list of Shareholders entitled to vote at the Meeting.
The Corporation is authorized to issue an unlimited number of Common Shares, without nominal or par value. As of the Record Date, there were
246,120,843 Common Shares issued and outstanding. Each Common Share carries the right to one (1) vote on all matters to be acted upon at the Meeting.
To the best of the knowledge of the directors and officers of the Corporation, no person beneficially owns directly or indirectly, or exercises control
or direction over, ten percent (10%) or more of the votes attached to the Common Shares.
QUORUM AND APPROVAL REQUIREMENTS
Under the Corporation’s
by-laws,
a quorum for the transaction of business at any meeting of Shareholders
is at least two (2) persons holding or representing by proxy not less than twenty-five percent (25%) of the issued and outstanding Common Shares entitled to vote at the meeting. A properly executed Proxy Form or vote by internet will result in
a Shareholder being considered part of the quorum.
Under the Corporation’s
by-laws
and the ABCA, if a
quorum is present at the opening of the Meeting, the Shareholders present may proceed with the business of the Meeting notwithstanding that a quorum is not present throughout the Meeting. If a quorum is not present at the opening of the Meeting,
Shareholders present may adjourn the Meeting to a fixed time and place but may not transact any other business.
All matters to be considered at the
Meeting, except for the Share Consolidation Resolution, are ordinary resolutions requiring approval by more than fifty percent (50%) of the votes cast in respect of the resolution at the Meeting or by proxy.
The Share Consolidation Resolution is a special resolution under the ABCA, requiring approval by more than two thirds (66
2/3
%) of the votes cast in respect of the Share Consolidation Resolution at the Meeting or by proxy.
13
PARTICULARS OF THE MATTERS TO BE ACTED UPON AT THE MEETING
1.
Receipt of Financial Statements and Auditors’ Report
The SNDL Financial Statements can be found on SEDAR+ at
www.sedarplus.com
under the Corporation’s profile. The SNDL Financial Statements
will be placed before the Shareholders at the Meeting, but no vote by the Shareholders with respect thereto is required or proposed to be take.
2.
Fixing the Number of Directors
At the Meeting, the Shareholders will be asked to pass an ordinary resolution that the number of directors to be elected at the Meeting to hold office
until the next annual meeting of Shareholders or until their successors are elected or appointed, subject to the Articles and
by-laws
of the Corporation, be set at five (5).
Unless otherwise directed, the Management Designees named in the accompanying Proxy Form intend to vote such proxies in favour of a resolution fixing
the number of directors to be elected at the Meeting at five (5).
3.
Election of Directors
The Articles of the Corporation provide for a minimum of three directors and a maximum of twelve (12) directors. All current directors have been
elected or appointed for a term ending immediately prior to the Meeting or any adjournment or postponement thereof.
The five (5) Director
Nominees of the Corporation to serve until the next annual meeting of Shareholders, or any adjournment or postponement thereof, are as follows:
J. Gregory Mills
Zachary George
Gregory G. Turnbull
Lori Ell
Bryan Pinney
See “
Director Nominees
” in this Information Circular for additional information on the Director
Nominees.
Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote in favour of the election of
the Director Nominees to the Board
. Management does not contemplate that any of the Director Nominees will be unable to serve as a director. However, if for any reason any of the Director Nominees do not stand for election or are unable to serve
as such,
the Management Designees, if named as proxyholder, reserve the right to vote for any other nominee for director in their sole discretion unless you have specified in your proxy that your Common Shares are to be withheld from voting on
the election of that particular Director Nominee
.
Majority Voting Policy
The Corporation has the Majority Voting Policy in effect. In the event that a Director Nominee does not receive a greater number of votes
“for” than votes “withheld”, such Director Nominee will be expected to offer to tender his or her resignation to the Chairman promptly following the Meeting. The Nominating and Corporate Governance Committee will then
consider such offer and make a recommendation to the Board about whether to accept or reject the resignation. The Board will promptly accept the resignation unless it determines, in consultation with the Nominating and Corporate Governance
Committee, that there are exceptional circumstances that should delay the acceptance of the resignation or justify rejecting it. The Board will make its decision and announce it in a press release within ninety (90) days following the Meeting.
A director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting
14
of the Board or the Nominating and Corporate Governance Committee at which the resignation is considered.
Advance Notice Provisions
The Corporation has Advance
Notice Provisions to ensure that directors and management of the Corporation and Shareholders receive adequate notice of director nominations and sufficient information about the nominees to make an informed decision when electing directors at the
Meeting and to facilitate orderly and efficient meetings of Shareholders. Only persons who are nominated by Shareholders in accordance with the Advance Notice Provisions are eligible for election as directors of the Corporation.
Under the Advance Notice Provisions, a Shareholder wishing to nominate a director must submit a Notice of Nomination to the corporate secretary of the
Corporation: (i) in the case of an annual meeting, at least thirty (30) days before the date of such annual meeting; provided, however, if Notice of Meeting Date is less than fifty (50) days before the date of such annual meeting, the
Notice of Nomination must be submitted not later than the close of business on the tenth (10
th
) day after the Notice of Meeting Date; and (ii) in the case of a special meeting, which is not
also an annual meeting, called for the purpose of electing directors, whether or not the special meeting is also called for other purposes, the Notice of Nomination must be submitted not later than the close of business on the fifteenth (15
th
) day after the first announcement of such special meeting date
.
Further details regarding the Advance Notice Provisions are available on the Corporation’s SEDAR+ profile at
www.sedarplus.com
.
4.
Appointment of an Auditor
At the Meeting, Shareholders will be asked to appoint CBIZ CPAs P.C. (“
CBIZ CPAs
”), independent registered public accountants,
located in New Jersey, U.S., as the auditor of the Corporation, to serve until the close of the next annual meeting of Shareholders, and to authorize the directors of the Corporation to fix their remuneration.
Marcum LLP served as the Corporation’s auditor until October 16, 2025. On November 1, 2024, CBIZ CPAs acquired the attest business of
Marcum LLP as part of a reorganization of the Marcum audit practice in connection with a broader transaction involving Marcum LLP and affiliates of CBIZ, Inc. Marcum LLP continued to serve as the Corporation’s auditor until October 16,
2025, at which point CBIZ CPAs succeeded Marcum LLP as auditor. The succession of CBIZ CPAs to Marcum LLP arose from this acquisition and reorganization of Marcum LLP’s attest business. As successor to Marcum LLP’s attest practice, CBIZ
CPAs considers its service as auditor to include the period during which Marcum LLP served as the Corporation’s auditor, accordingly, CBIZ CPAs has served as the auditor of the Corporation since July 21, 2022.
CBIZ CPAs has advised the Corporation that they are independent with respect to the Corporation, within the meaning of the relevant rules and related
interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and within the meaning of U.S. federal securities laws and the applicable rules and regulations of the SEC and the United States
Public Company Accounting Oversight Board.
Unless otherwise directed, the Management Designees named in the accompanying Proxy Form intend to vote such proxies
in favour of the appointment of CBIZ CPAs as the auditor of the Corporation to hold office until the next annual meeting of Shareholders, at a remuneration to be determined by the directors of the Corporation.
5.
Share Consolidation Resolution
At the Meeting, Shareholders will be asked to consider and if thought advisable, approve the Share Consolidation Resolution, authorizing the Board to,
at such time as the Board deems appropriate, which is expected to be before October 31, 2026, but in any event no later than the date that is one (1)
year from the date of the Meeting (or any postponement or adjournment thereof),
effect the Share Consolidation on the basis of a minimum ratio of one (1) Post-Consolidation Share for two
(2) Pre-Consolidation
Shares (1:2)
15
and a maximum ratio of one (1) Post-Consolidation Share for ten
(10) Pre-Consolidation
Shares (1:10). The full text of the Share Consolidation
Resolution is set forth in Appendix “E” to this Information Circular.
The Board expects that the Share Consolidation will be
effected before October 31, 2026. However, the Board may, in its discretion, determine not to effect the Share Consolidation if it determines, subsequent to obtaining Shareholder approval, that the Share Consolidation is not in the best
interests of the Corporation. By voting in favour of the Share Consolidation, you are expressly authorizing the Board to determine not to proceed with, and abandon, the Share Consolidation if it should so decide.
See “
The Share Consolidation
” in this Information Circular for additional details.
Unless otherwise directed, the Management Designees named in the accompanying Proxy Form intend to vote such proxies in favour of the Share Consolidation Resolution.
6.
Other Business
Management is not aware of any other business to come before the Meeting other than as set forth in the Notice of Meeting. If any other business
properly comes before the Meeting, it is the intention of the persons named in the proxy to vote the Common Shares represented thereby in accordance with their best judgment on such matter.
DIRECTOR NOMINEES
The following is a brief
description of the Director Nominees, including a brief summary of their experience and qualifications together with their age, place of primary residence, principal occupation, date first elected or appointed as a director, membership on committees
of the Board as at August 26, 2026, attendance at Board and Committee meetings during Fiscal 2025, directorships of other public entities, and votes for and withheld at the 2025 Meeting. Also indicated for each Director Nominee is the number of
Common Shares and share equivalents beneficially owned, or controlled or directed, directly or indirectly, on the Record Date, the value of such Common Shares and share equivalents as at that date and whether such director meets the shareholding
requirements, further details of which are set forth under Appendix ”B” –
Form
51-102F6
– Statement of Executive Compensation
.
The Board has determined that all Director Nominees, with the exception of Zachary George, are independent within the meaning of NI
58-101.
For more information regarding director independence, see Appendix ”B” –
Form
51-102F6
– Statement of Executive Compensation.
As of the Record Date, the Director Nominees beneficially own, directly and indirectly, or exercise control or direction over 4,205,291 Common Shares,
being approximately 1.62
%
of the issued and outstanding Common Shares.
16
Gregory Mills, B.Sc.
Toronto, Ontario, Canada
Director
Age: 64
Director Since: June 2019
Independent
Membership
2025 Attendance Record
Board (Chair)
6 of 7 (86%)
Current Public Board Directorships
Public Boards
Frontier
Lithium Inc.
Voting Results of 2025 Meeting
Number of Votes
% of Votes
37,627,605 Votes For
3,979,839 Votes Withheld
90.43
9.57
Common Shares and Share Equivalents
Number
125,001 Common Shares
1,398,040 Deferred Share Units
8,000 Common Share
Purchase Warrants
2025 Shareholding Requirements
% of Shareholding
Requirements
Target Date to Meet
Requirements
161%
July 2024
Mr. Mills has been an independent businessman since June 2019 when he retired as the Head of Global Equities at RBC
Dominion Securities Inc. Mr. Mills has 35 years of experience in capital markets, including 20 years with RBC Dominion Securities Inc. Mr. Mills has extensive leadership experience, having served as managing director of RBC Capital
Markets’ Global Equities division and on the RBC Capital Markets’ Risk Management Committee. Mr. Mills is currently a director of Frontier Lithium Inc. and was previously a director of RBC USA Holdco Corporation and Filament Health
Corp.
Mr. Mills holds a Bachelor of Science degree in geology from the University of Windsor.
Lori Ell
Calgary, Alberta, Canada
Director
Age:
60
Director Since: July 2021
Independent
Membership
2025 Attendance Record
Board
7 of 7
(100%)
Audit Committee
6 of 7
(86%)
HR & Compensation Committee (Chair)
5 of 5 (100%)
Current Public Board Directorships
Public Boards
Thinkific
Labs Inc.
Voting Results of 2025 Meeting
Number of Votes
% of Votes
37,669,902 Votes
For
90.54
3,937,542 Votes Withheld
9.46
Common Shares and Share Equivalents
Number
15,000 Common Shares
(1)
459,979 Deferred Share Units
2025 Shareholding Requirements
% of Shareholding
Target Date to Meet
Requirements
Requirements
122%
June 2026
(1)  The Common Shares held by Ms. Ell are held by a company, the shares of which are 50%
beneficially owned by Ms. Ell.
17
Ms. Ell joined the Board in July 2021. She has been President of Growing Ideas, a business
consulting practice based in Calgary, Alberta, since 2013, and served as Interim President and CEO of AgJunction Inc. from December 5, 2019, to January 30, 2020. Ms. Ell brings over 25 years of broad-based executive experience across
multi-billion-dollar, startup, and
mid-market
companies in diverse industries, including food manufacturing and technology. She currently serves on the board of Thinkific Labs Inc., where she is a member of
the audit committee and chairs the compensation committee. She also sits on the advisory board of Tall Grass Ventures and is a member of the Departmental Audit Committee for Agriculture and Agri-Food Canada, a federal agency. Previously,
Ms. Ell served as Chair of the Board of AgJunction Inc., where she also held interim President and CEO roles. In addition, she has served on several other boards in the retail and food processing sectors. From 2004 to 2012, Ms. Ell was
President of Agristar Inc., an agri-food manufacturing company. Prior to that, she was Chief Financial Officer of Quortech Solutions Ltd., a technology company.
Ms. Ell is a Certified Public Accountant, holds a Bachelor of Management degree, and has earned the ICD.D designation from the Institute of
Corporate Directors.
Zachary George, BA, JD
New Canaan, Connecticut,
United States
Director, CEO
Age:
48
Director Since: November 2019
Not Independent
Membership
2025 Attendance Record
Board
7 of 7
(100%)
Current Public Board Directorships
Public Boards
None.
Voting Results of 2025 Meeting
Number of Votes
% of Votes
37,596,461 Votes
For
90.36
4,010,982 Votes Withheld
9.64
Common Shares and Share Equivalents
Number
3,924,290 Common Shares
2,500 Deferred Share Units
3,603,647 Restricted Share Units
2025 Shareholding Requirements
% of Shareholding
Target Date to Meet
Requirements
Requirements
464%
(1)
January 2025
(1)   Mr. George is an Excluded Director and as such, is not subject to
the director shareholding requirements; however, Mr. George is subject to the executive officer shareholding requirements.
Mr. George has been the CEO of SNDL since January 2020. Mr. George
co-founded
the alternative investment platform FrontFour Capital Group LLC in December 2006. He previously served on the board of Cominar Real Estate Investment Trust and as chairman of the boards of FAM Real
Estate Investment Trust and Huntingdon Capital Corp., as the lead independent director of both Cornell Companies Inc. and PW Eagle Inc. and on the boards of Allied Defense Group Inc. and IAT Air Cargo Facilities Income Fund. He has worked in a
management capacity and with numerous corporate boards to turnaround operations, to effect corporate action and implement governance policies aimed at maximizing shareholder value.
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He holds a Bachelor of Arts degree from Simon Fraser University and a Juris Doctor degree from
Brooklyn Law School.
Bryan Pinney, BBA (hons), FCA, CBV, ICD.D
Calgary, Alberta, Canada
Director
Age:
73
Director Since: December 2019
Independent
Membership
2025 Attendance Record
Board
7 of 7
(100%)
Audit Committee (Chair)
7 of 7
(100%)
HR & Compensation
Committee
5 of 5
(100%)
Current Public Board Directorships
Public Boards
North
American Construction Group Ltd.
TransAlta
Corporation
Voting Results of 2025 Meeting
Number of Votes
% of Votes
37,589,021 Votes
For
90.34
4,018,423 Votes Withheld
9.66
Common Shares and Share Equivalents
Number
55,000 Common Shares
676,326 Deferred Share Units
2025 Shareholding Requirements
% of Shareholding
Target Date to Meet
Requirements
Requirements
167%
December 2024
Mr. Pinney has been the principal of Bryan D. Pinney Professional Corporation since June 1, 2015, which
provides financial advisory and consulting services. Mr. Pinney is currently a director of TransAlta Corporation where he is the chair of the Governance, Safety and Sustainability Committee and a member of the Audit, Finance and Risk Committee.
Mr. Pinney is also currently a director of North American Construction Group Ltd and serves as the chair of the Audit, Finance & Risk Committee and is a member of the HR & Compensation Committee and Governance Committee.
Mr. Pinney was a partner with Deloitte LLP between 2002 and 2015. Mr. Pinney served as Calgary Managing Partner of Deloitte LLP from 2002
through 2007, as National Managing Partner of Audit & Assurance from 2007 to 2011 and as Vice-Chair until his retirement in June 2015. Mr. Pinney is a past member of Deloitte LLP’s Board of Directors and chair of its Finance and
Audit Committee. Prior to joining Deloitte LLP, Mr. Pinney was a partner with Andersen LLP and served as Calgary Managing Partner from 1991 through May 2002.
Mr. Pinney is a Fellow of the Institute of Chartered Accountants, a Chartered Business Valuator, a graduate of the Canadian Institute of Corporate
Directors and a graduate of the Ivey Business School at the University of Western Ontario with an honours degree in Business Administration.
19
Gregory Turnbull KC, B.A. (Hons), LLB
Calgary, Alberta, Canada
Director
Age:
71
Director Since: October 2018
Independent
Membership
2025 Attendance Record
Board
7 of 7
(100%)
Audit Committee
7 of 7
(100%)
Nominating and
Corporate
Governance Committee (Chair)
4 of 4
(100%)
Current Public Board Directorships
Public Boards
Sleeping Giant Capital Corp.
Fiddlehead Resources Corp.
Voting Results of 2025 Meeting
Number of Votes
% of Votes
37,132,554 Votes For
89.24
4,474,890 Votes Withheld
10.76
Common Shares and Share Equivalents
Number
86,000 Common Shares
548,273 Deferred Share Units
2025 Shareholding Requirements
% of Shareholding
Target Date to Meet
Requirements
Requirements
165%
September 2024
Mr. Turnbull is a former partner in the Calgary office of McCarthy Tétrault LLP where he practiced from July 2002 to December 2020.
Mr. Turnbull is currently a director of Sleeping Giant Capital Corp. and Fiddlehead Resources Corp. and has previously served as an officer or director of many other public and private companies, including as chair of the Calgary Zoo and
Alberta Health Services.
Mr. Turnbull is a member of the Law Society of Alberta, the Canadian Bar Association and the Calgary Bar Association.
He holds a Bachelor of Arts degree (with honours) from Queen’s University and a Bachelor of Laws degree from the University of Toronto.
ORDERS, BANKRUPTCIES AND PENALTIES AND SANCTIONS
Orders
To the
knowledge of management of the Corporation, except as set forth below, no Director Nominee of the Corporation is as at the date of this Information Circular, or has been within the past ten (10) years, a director, CEO or chief financial officer
of any company (including the Corporation in respect of which this Information Circular is being prepared) that:
(a)
was subject to an Order that was issued while the Director Nominee was acting in the capacity as director, CEO or
chief financial officer; or
20
(b)
was subject to an Order that was issued after the Director Nominee ceased to be a director, CEO or chief financial
officer and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or chief financial officer.
On April 1, 2022, the Alberta Securities Commission issued a management cease trade order against Zachary George and Jim Keough (SNDL’s
former chief financial officer), ordering each to cease trading in or purchasing the securities of the Corporation until the Corporation completed its annual continuous disclosure filings for the year ended December 31, 2021 as required by
Alberta securities laws. The management cease trade order was lifted on April 30, 2022.
On April 3, 2023, the Alberta Securities
Commission issued a management cease trade order against Zachary George and Jim Keough, ordering each to cease trading in or purchasing the securities of the Corporation until the Corporation completed its annual continuous disclosure filings for
the year ended December 31, 2022 as required by Alberta securities laws. The management cease trade order was lifted on April 27, 2023.
Gregory Mills was the nonexecutive chairman and a director of Britannia Life Sciences Inc., a global product development company, that was subject to a
failure-to-file
cease trade order from the Ontario Securities Commission (the “
OSC
”) on August 2, 2024 following the failure of Britannia Life Sciences
Inc. to file its audited annual financial statements and related annual management’s discussion and analysis for the financial year ended March 31, 2024, and related certifications of such filings by its chief executive officer and chief
financial officer. On September 4, 2024, the OSC issued an order revoking the
failure-to-file
cease trade order.
Bankruptcies
To the knowledge of management of the
Corporation, other than as disclosed in this Information Circular, no Director Nominee of the Corporation is, as at the date of this Information Circular, or has been within the past ten (10) years, a director or executive officer of any
company (including the Corporation in respect of which this Information Circular is being prepared) that, while such person was acting in that capacity or within a year of that individual ceasing to act in that capacity, became bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
To the knowledge of management of the Corporation, no Director Nominee of the Corporation has, within the ten (10) years prior to the date hereof,
become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to
hold the assets of that Director Nominee.
Penalties and Sanctions
To the knowledge of management of the Corporation, no Director Nominee has been subject to: (a) any penalties or sanctions imposed by a court
relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that
would likely be considered important to a reasonable security holder in deciding whether to vote for a Director Nominee.
THE SHARE CONSOLIDATION
Background for the Share Consolidation
The
Board is proposing the Share Consolidation as part of the Corporation’s ongoing efforts to enhance Shareholder value, broaden the Corporation’s shareholder base and increase the Corporation’s financial and strategic flexibility.
Based on the Corporation’s stage of development, developments in our industry, market observations relating to our peers, and discussions with financial and other advisors, we believe
21
that a Share Consolidation could better position the Corporation to pursue a broader range of opportunities to support our business objectives.
The Board believes the Corporation’s current trading price may be limiting the Corporation’s ability to attract institutional investment.
Many institutional investors, investment funds and mutual funds are subject to internal policies, investment mandates or regulatory constraints that restrict or prohibit them from investing in securities trading below a specified price, and certain
brokerage firms have policies and practices that discourage brokers from recommending, or that limit their clients’ ability to purchase on margin, securities trading below a specified price. In addition, certain market indices and
institutional screens apply minimum price thresholds as a condition of eligibility. As a result, the Board believes that the current trading price of the Common Shares may be limiting the level of analyst coverage and research attention the
Corporation receives and constraining the pool of potential investors in the Corporation.
An increased
per-share
trading price resulting from the Share Consolidation may make the Common Shares more attractive to a broader range of institutional and other investors, may improve the marketability and liquidity of
the Common Shares and may reduce certain costs and inefficiencies associated with a low trading price, including the effect of the
bid-ask
spread as a proportion of the trading price of the Common Shares. The
Board further believes that the Share Consolidation has the potential to enhance the Corporation’s financial and strategic flexibility. A more appropriate share capital structure may improve the Corporation’s ability to access capital
markets on favourable terms, the potential to use the Common Shares as consideration in potential acquisitions or other strategic transactions in the future and to maintain competitive equity-based compensation arrangements. The Share Consolidation
is also expected to support the Corporation’s continued compliance with the continued listing requirements of the Nasdaq, which requires listed securities to maintain a minimum closing bid price of US$1.00 per share.
The Board believes that a range of Share Consolidation ratios will provide it with the flexibility to implement the Share Consolidation in a manner
designed to optimize the anticipated benefits of the Share Consolidation to the Corporation and Shareholders. In determining which precise Share Consolidation ratio to implement within the range of 1:2 to 1:10, following receipt of Shareholder
approval, the Board may consider, among other things, factors such as:
●
the historical trading prices and trading volume of the Common Shares;
●
the then prevailing trading price and trading volume of the Common Shares and the anticipated impact of the Share
Consolidation on the trading of the Common Shares;
●
the Corporation’s capital raising and strategic objectives;
●
threshold prices of brokerage houses or institutional investors that could impact their ability to invest or recommend
investments in the Common Shares;
●
minimum listing requirements of the Nasdaq; and
●
prevailing general market and economic conditions and outlook for the trading of the Common Shares.
Board Recommendation
In
determining to recommend the Share Consolidation to Shareholders, the Board considered many factors, including:
●
the historical and recent trading prices and trading volume of the Common Shares, and the anticipated effect of the
Share Consolidation on the trading prices and liquidity of the Common Shares;
●
prevailing market conditions, developments in the Corporation’s industry, and the trading prices and share capital
structures of the Corporation’s peers;
●
the investment policies, mandates and internal guidelines of institutional investors, investment funds and brokerage
firms;
●
the Corporation’s anticipated capital requirements, and the effect of the Share Consolidation on the
Corporation’s ability to raise capital, to complete acquisitions or other strategic transactions in the future;
22
●
the requirements of the Nasdaq, including continued listing requirements relating to minimum bid price;
●
the requirements of the CSE;
●
the desirability of providing the Board with the discretion to select a ratio for the Share Consolidation within a
range, and to determine whether and when to implement the Share Consolidation, in order to respond to market conditions prevailing at the relevant time; and
●
the advice and input of the Corporation’s relevant advisors.
After careful consideration of the foregoing factors, and following consultation with the Corporation’s advisors, the Board has determined that
obtaining Shareholder approval of the Share Consolidation Resolution is in the best interests of the Corporation. Accordingly, the Board recommends that Shareholders vote FOR the Share Consolidation Resolution.
Although approval of the Share Consolidation is being sought at the Meeting, the Share Consolidation, if approved, will not become effective until:
(i) the Board determines it to be in the Corporation’s best interests; and (ii) articles of amendment are filed with the Registrar to implement the Share Consolidation. It is expected that the Share Consolidation will be effected
prior to October 31, 2026, but in any event no later than the date that is one (1)
year from the date of the Meeting (or any postponement or adjournment thereof).
Effects of the Share Consolidation
If the Share
Consolidation is approved by Shareholders and subsequently implemented, its principal effect will be to proportionately decrease the number of issued and outstanding shares by a factor equal to the consolidation ratio. The Corporation does not
anticipate that the Share Consolidation will have any economic effect on Shareholders or holders of securities convertible into or exercisable to acquire Common Shares, except to the extent the Share Consolidation results in fractional shares. See
“
Fractional Shares
” below.
Post-Share Consolidation, the Common Shares will continue to be listed on the Nasdaq and the CSE
under the symbol “SNDL”.
Pre-Share
Consolidation voting rights and other rights of the holders of Common Shares will not be affected by the Share Consolidation, other than as a result of the
elimination of fractional Common Shares.
Effect on Common Share purchase warrants, stock options, restricted share units and performance share units
The exercise or conversion price and/or the number of Common Shares issuable under any outstanding Common Share purchase warrants, stock options,
restricted share units and performance share units will be proportionately adjusted upon the implementation of the Share Consolidation.
Effect on Beneficial
Shareholders
Beneficial Shareholders should be aware that the Intermediary may have different procedures for processing the Share Consolidation
than those that will be put in place for Registered Shareholders. Beneficial Shareholders are encouraged to contact their intermediaries.
Fractional Shares
No fractional Common Shares will be issued pursuant to the Share Consolidation and Shareholders will not receive any compensation in lieu
thereof. Any such fractional Common Shares will be rounded down to the nearest whole Common Share.
Tax Considerations
23
The Share Consolidation is not expected to result in any material Canadian income tax consequences to
Shareholders.
A U.S. Shareholder generally should not recognize gain or loss for United States federal income tax purposes as a result of
such U.S. Shareholder’s exchange of
Pre-Consolidation
Shares for Post-Consolidation Shares in connection with the Share Consolidation. A U.S. Shareholder’s aggregate adjusted tax basis in
Post-Consolidation Shares received pursuant to the Share Consolidation should equal the aggregate adjusted tax basis of the
Pre-Consolidation
Shares exchanged therefor. Additionally, a U.S. Shareholder’s
holding period in Post-Consolidation Shares received pursuant to the Share Consolidation should include the holding period in
Pre-Consolidated
Shares exchanged therefor. U.S. Treasury Regulations provide
detailed rules for allocating the tax basis and holding period of shares of common stock surrendered in a recapitalization to shares received in the recapitalization. U.S. Shareholders of Common Shares acquired on different dates and at different
prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such Common Shares.
This circular does
not contain, and is not intended to constitute, a comprehensive description of the tax consequences of the Share Consolidation. Shareholders should consult their own tax advisors having regard to their particular circumstances, including the
application of any provincial, state, territorial or foreign tax laws.
Procedure for Share Certificates
If the Share Consolidation is approved and the Board proceeds to implement it, Registered Shareholders will need to exchange their existing share
certificate(s) for new ones representing their Post-Consolidation Shares. Odyssey will mail to each Registered Shareholder a Consolidation LOT with this Information Circular, which will contain instructions on how to surrender their existing share
certificate(s). Odyssey will send to each Registered Shareholder who follows the instructions provided in the Consolidation LOT a new share certificate representing their Post-Consolidation Shares, rounded down to the nearest whole number or,
alternatively, in certain circumstances, a DRS representing their Post-Consolidation Shares.
Until surrendered to Odyssey, each existing share
certificate shall represent a Registered Shareholder’s right to receive a new share certificate representing their applicable Post-Consolidation Shares. Until Registered Shareholders have returned their properly completed and duly executed
Consolidation LOT and surrendered their existing share certificate(s) for exchange, Registered Shareholders will not be entitled to receive distributions of the Corporation, if any, that may be declared and payable to holders of record following the
implementation of the Share Consolidation.
Any Registered Shareholder whose share certificate(s) have been lost, destroyed or stolen will be
entitled to a replacement share certificate only after complying with the requirements that customarily apply in connection with lost, stolen or destroyed certificates.
The method chosen for delivery of share certificates and Consolidation LOTs to the transfer agent is the responsibility of the Registered Shareholder
and neither the Corporation nor the transfer agent will have any liability in respect of the share certificates and/or Consolidation LOTs which are not actually received by Odyssey.
Beneficial Shareholders are not required to take any action upon determination to proceed with the Share Consolidation, as such securities will be
delivered to the intermediary through the procedures in place for such purposes between CDS & Co. or similar entities and such intermediaries. Beneficial Shareholders should contact their intermediary if they have questions regarding this
process.
Nasdaq and CSE Requirements
The Common
Shares are listed on the Nasdaq and the CSE under the symbol “SNDL”. If the Share Consolidation Resolution is approved by Shareholders and the Board elects to implement the Share Consolidation, the Corporation will take all steps
necessary to comply with the respective requirements of the Nasdaq and the CSE in connection with the Share Consolidation, including providing any required notices and filings. Even if approved by the Shareholders, the implementation of the Share
Consolidation
24
will remain subject to the approval of the Board and the completion and timelines of any required corporate and regulatory procedures.
Risks of the Share Consolidation
Shareholder Approval May Not be
Obtained, and/or the Board May Elect Not to Implement the Share Consolidation
The Share Consolidation is subject to the approval of
Shareholders by special resolution, requiring the affirmative vote of not less than 66
2/3
% of the votes cast at the Meeting. There can be no assurance that the requisite Shareholder approval will
be obtained. If the Share Consolidation Resolution is not approved, the Corporation will not be able to effect the Share Consolidation, and the anticipated benefits described under “
Background to the Share Consolidation
” will not
be realized.
Even if the Share Consolidation Resolution is approved, the Share Consolidation will not be implemented automatically. The Share
Consolidation Resolution authorizes, but does not require, the Board to implement the Share Consolidation, and grants the Board the discretion to determine the ratio of the Share Consolidation within the range of 1:2 up to 1:10, and the timing of
its implementation. The Board may determine not to proceed with the Share Consolidation prior to October 31, 2026, or at any time within the one (1) year period following the Meeting (or any postponement or adjournment thereof)
contemplated by the Share Consolidation Resolution, and the Share Consolidation Resolution expressly authorizes the Board to revoke the resolution and abandon the Share Consolidation, without further approval of Shareholders, at any time before
articles of amendment giving effect to the Share Consolidation are filed with the Registrar.
If the Board determines that the Share Consolidation
is no longer in the best interests of the Corporation, it will not be implemented. Accordingly, Shareholders will not know at the time of voting whether, when or on what basis the Share Consolidation will be effected, and the authority granted under
the Share Consolidation Resolution will lapse if the Share Consolidation is not implemented within one (1) year of the date of the Meeting (or any postponement or adjournment thereof).
No Assurance of an Increased Trading Price or Improved Liquidity
Reducing the number of issued and outstanding Common Shares through the Share Consolidation is intended, absent other factors, to increase the
per-share
trading price of the Post-Consolidation Shares. However, the trading price of the Common Shares will also be affected by the Corporation’s financial and operational results, financial position,
industry and market conditions, the market’s perception of the Corporation’s business and prospects and other factors unrelated to the number of Common Shares outstanding.
Accordingly, there can be no assurance that the trading price of the Common Shares will increase following the Share Consolidation, that any increase
will be proportionate to the ratio used for the Share Consolidation, or that any increased trading price will be maintained for any period of time. If the trading price of the Common Shares declines following the Share Consolidation, the decline as
an absolute number and as a percentage of the Corporation’s overall market capitalization may be greater than would have occurred absent the Share Consolidation, and both the Corporation’s market capitalization and the adjusted trading
price of the Common Shares may be lower than before the Share Consolidation took effect. The reduced number of Common Shares outstanding following the Share Consolidation has the potential to adversely affect the liquidity of the Common Shares.
Although we believe that a higher trading price could broaden the pool of investors that may consider investing in the Common Shares, there is no
assurance the Share Consolidation will achieve this result, or that it will, in and of itself, enhance the Corporation’s ability to pursue any strategic objective.
The Share Consolidation Does Not Guarantee Continued Compliance with Nasdaq Listing Requirements
25
As of the date of this Information Circular, the Corporation is in compliance with Nasdaq’s
minimum bid price requirement for continued listing, however, there can be no assurance that following the Share Consolidation the Common Shares will continue to trade at a price sufficient to satisfy such requirement.
Shareholders Will Not Receive Fractional Common Shares
No
fractional Common Shares will be issued in connection with the Share Consolidation. As a result, Shareholders holding a number of
Pre-Consolidation
Shares that is not evenly divisible by the ratio implemented
for the Share Consolidation will have their entitlement rounded down to the nearest whole Common Share, and will cease to have any rights in respect of such fractional interest. Shareholders holding a small number of Common Shares may cease to hold
any Common Shares following the Share Consolidation.
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
Except as otherwise described herein, no director or officer of the Corporation, or any person who has held such a position since the beginning of the
last completed financial year of the Corporation, a Director Nominee of the Corporation, nor any associate or affiliate of the foregoing persons, has any substantial or 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 election of directors and the appointment of auditors, except as set forth below.
MANAGEMENT CONTRACTS
The Corporation has no
management contracts or other similar arrangements in place.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
None of the current or former directors, Executive Officers or employees of the Corporation or any of its subsidiaries, or any associate or affiliate of
any such person, is as of the date hereof, or has been since January 1, 2025, indebted to the Corporation.
INTEREST OF INFORMED PERSONS AND
OTHERS IN MATERIAL TRANSACTIONS
No Director Nominee, Executive Officers, or informed persons (as such terms are defined in
NI 51-102),
and no associate or affiliate of any of them, has or has had any material interest in any transaction since the commencement of the Corporation’s most recently completed financial year or in
any proposed transactions which has materially affected or would materially affect the Corporation.
ADDITIONAL INFORMATION
Additional information relating to the Corporation, including additional financial information, may be found in the Annual Information Form, the SNDL
Annual MD&A and the SNDL Financial Statements, which can be found on the Corporation’s SEDAR+ profile at
www.sedarplus.com
, the Corporation’s EDGAR profile at
www.sec.gov
or the Corporation’s website at
www.sndl.com
. Shareholders may request a copy of these documents by contacting the Corporation at:
#101, 17220 Stony Plain Road NW
Calgary, Alberta T5S 1K6
Telephone: +1.844.249.6746
Email: info@sndl.com
Information contained or
otherwise accessible through the Corporation’s website at
www.sndl.com
does not form a part of this Information Circular and is not incorporated into this Information Circular.
26
APPENDIX “A”
FORM
58-101F1
– CORPORATE GOVERNANCE DISCLOSURE
General
The Board is currently comprised of seven
(7)
members, the majority of which are independent according to the definition of “independence” set out in NI
58-101
as it applies to the Board. Gregory Mills, J. Carlo Cannell, Lori
Ell, Frank Krasovec, Bryan Pinney, and Gregory Turnbull are independent (the “
Independent Directors
”). Zachary George is not independent by reason of the fact that he is SNDL’s CEO. The Board is chaired by Gregory Mills, an
independent director. The Board has resolved to reduce its size from seven (7) to five (5) members. Consequently, J. Carlo Cannell and Frank Krasovec were not nominated by the Board for
re-election
at the Meeting. Following the Meeting, the Board will be comprised of five (5) members.
The Independent Directors meet in private sessions,
outside the presence of management or any other director, at each regular meeting of the Board. Such private sessions may also be called
ad hoc
.
Certain members of the Board are presently directors of other public companies. See “
Director Nominees
” in this Information Circular
regarding the identity of those companies and the relevant Board members.
Committees of the Board
The Board currently has three committees: (1) the Audit Committee; (2) the HR & Compensation Committee; and (3) the Nominating
and Corporate Governance Committee. The Audit Committee is comprised of Bryan Pinney (Chair), Lori Ell and Gregory Turnbull. The HR & Compensation Committee is comprised of Lori Ell (Chair), Frank Krasovec and Bryan Pinney. The Nominating
and Corporate Governance Committee is comprised of Gregory Turnbull (Chair), J. Carlo Cannell, and Frank Krasovec. Neither Frank Krasovec nor J. Carlo Cannell are standing for
re-election
and will not be
members of any of the Committees following the Meeting.
Attendance
The table below shows the number of Board and committee meetings held since January 1, 2025 up to the date of this Information Circular and the
overall attendance. Quorum for Board meetings is a majority of directors and the directors are expected to attend all of the meetings of the Board and all of the meetings of each Committee they are members of, unless there are extenuating
circumstances.
Number of
meetings
Overall
meeting
attendance
(%)
Board
18
97%
Audit Committee
11
97%
HR & Compensation Committee
8
100%
Nominating and Corporate Governance Committee
6
100%
J. Carlo Cannell attended 6 of 7 (86%) Board meetings and 4 of 4 (100%) Nominating and Corporate Governance Committee
meetings held during Fiscal 2025. Frank Krasovec attended 7 of 7 (100%) of Board meetings, 5 of 5 (100%) HR & Compensation Committee meetings and 4 of 4 (100%) Nominating and Corporate Governance Committee meetings held during Fiscal 2025.
See “
Director Nominees
” in this Information Circular for the attendance record of the Director Nominees for the Board and their
respective Committee meetings during Fiscal 2025.
Serving as a Director
The Corporation and the Board expect directors to conduct themselves professionally, with integrity and always in the best interests of SNDL.
A director must commit the necessary time to their duties as a director and the Corporation expects directors to attend all Board and Committee
meetings, if applicable, except in extenuating circumstances.
A director who has a material interest in a matter before the Board or any Committee
on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by the Board or any Committee on which he or she serves,
such director may be required to abstain himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors are also required to comply with the relevant statutory provisions regarding conflicts
of interest.
If a director is contemplating joining another public company board, changes employment or his or her country of residence, or there
is any other significant change, the director must notify the chair of the Nominating and Corporate Governance Committee. The chair will review the matter and consider an appropriate course of action including, in the case of a public company
appointment, seeking the approval of the Nominating and Corporate Governance Committee. As part of its review, the Nominating and Corporate Governance Committee considers whether there are circumstances that could impair the director’s ability
to exercise independent judgment or create a conflict of interest, as well as whether the proposed appointment would impede the director’s ability to devote the time and commitment necessary. The Corporation expects the director to resign if
the change creates a conflict of interest, or affects the Corporation’s ability to comply with legal or regulatory requirements or its internal policies.
Mandate of the Board of Directors
The Board is
responsible for supervising the management of the business and affairs of the Corporation, including providing guidance and strategic oversight to management. The Board has adopted the Board Mandate that details the responsibilities of the Board,
including the following:
●
appointing the CEO;
●
developing the corporate goals and objectives that the CEO is responsible for meeting and reviewing the performance of
the CEO against such corporate goals and objectives;
●
taking steps to satisfy itself as to the integrity of the CEO and other Executive Officers and that the CEO and other
Executive Officers create a culture of integrity throughout the organization;
●
reviewing and approving the Code of Conduct and reviewing and monitoring compliance with the Code of Conduct and
enterprise risk management processes;
●
reviewing and approving management’s strategic and business plans and the Corporation’s financial
objectives, plans and actions, including significant capital allocations and expenditures; and
●
reviewing and approving material transactions not in the ordinary course of business.
The full text of the Board Mandate is attached as Appendix ”D” –
Board Mandate,
to this Information Circular.
A-2
Position Descriptions
The Board has adopted written terms of reference for the Chairman setting out his or her key responsibilities, including duties relating to determining
the frequency, dates and locations of meetings, setting Board meeting agendas and carrying out any other or special assignments or any functions as may be requested by the Board or management, as appropriate.
The Board has also adopted written terms of reference for the chairs of each of the Committees which set out each of the Committee chair’s key
responsibilities, including duties relating to determining the frequency, dates and locations of meetings and setting committee meeting agendas, reporting to the Board and carrying out any other special assignments or any functions as may be
requested by the Board.
The Board has adopted written position descriptions for the role of CEO and the role of Chairman. Among other
responsibilities, the Chairman shall: (i) set agendas for Board meetings, in consultation with the CEO; (ii) chair all meetings of the Board and the Shareholders and ensure that all business required to come before such meetings is brought
before the respective meeting; and (iii) provide the Board with leadership while maintaining a liaison and communication with all members of the Board and Committee chairs, as applicable.
Orientation and Continuing Education
The Board has
implemented an orientation program for new directors under which a new director will meet separately with the Chairman, members of the senior executive team and the corporate secretary. Upon appointment, new directors are also provided an
orientation package, which includes: key strategic, operational, and financial information about the Corporation, governance policies and terms of reference, business conduct policies, financial risk policies, board committee and meeting schedules,
Committee composition and yearly board and committee workplans, information about director and officer liability, the Corporation’s organizational charts and core disclosure documents.
The Nominating and Corporate Governance Committee is responsible for coordinating orientation and continuing director development programs relating to
the committee’s mandate. The Chairman is responsible for overseeing director continuing education designed to maintain or enhance the skills and abilities of the directors and to ensure that their knowledge and understanding of the business of
the Corporation remains current. To facilitate ongoing education of the Corporation’s directors, the Nominating and Corporate Governance Committee may: (a) periodically canvas the directors to determine their training and education needs
and interests; (b) arrange ongoing visitation by directors to the Corporation’s facilities and operations; (c) arrange the funding for the attendance of directors at seminars or conferences of interest and relevance to their position
as a director of the Corporation; and (d) encourage and facilitate presentations by outside experts to the Board or Committees on matters of particular importance or emerging significance.
Ethical Business Conduct
The Corporation has adopted
the Code of Conduct that is applicable to all directors, officers, employees and consultants of the Corporation, including the CEO, which is a “code of ethics” as defined in section 406(c) of the
Sarbanes-Oxley Act
of 2002
and a “code” under NI
58-101.
The Code of Conduct sets out fundamental values and standards of behavior that are expected from directors, officers and employees of the Corporation with respect
to all aspects of SNDL’s business. The objective of the Code of Conduct is to provide guidelines for maintaining the integrity, reputation and honesty of the Corporation with a goal of honouring others’ trust in the Corporation at all
times as well as to deter wrongdoing and promote: (i) honest and ethical behavior and fair dealing by all of the Corporation’s directors, officers, employees and consultants; (ii) full, fair, accurate, timely and understandable
disclosure in filings with the SEC and other public communications; (iii) compliance with applicable governmental rules and regulations; and (iv) accountability for adherence to the Code of Conduct and prompt reporting of its violations.
A-3
In order to foster a climate of openness and honesty in which any concern or complaint pertaining to a
suspected violation of the law, the Code of Conduct or any other policy of the Corporation, or any unethical or questionable act or behavior, the Code of Conduct requires that all directors, officers, employees and consultants of the Corporation
promptly report the violation or suspected violation. In order to ensure that violations or suspected violations can be reported without fear of retaliation, harassment or an adverse employment consequence, the Corporation has adopted a
whistleblowing policy containing procedures that are aimed to facilitate confidential and anonymous submissions of complaints.
The Nominating and
Corporate Governance Committee is responsible for reviewing and evaluating the Code of Conduct at least annually and recommending any necessary or appropriate changes to the Board for consideration. The Nominating and Corporate Governance Committee
assists the Board with the monitoring of compliance with the Code of Conduct, and will be responsible for considering any waivers therefrom (other than waivers applicable to members of the Nominating and Corporate Governance Committee, which shall
be considered by the Audit Committee, or waivers applicable to the Corporation’s directors or Executive Officers, which shall be subject to review by the Board as a whole).
The Nominating and Corporate Governance Committee also monitors the disclosure of conflicts of interest by directors and ensures that no director will
vote or participate in a discussion on a matter, in respect of which, such director has a material interest.
The full text of the Code of Conduct
is posted on the Corporation’s website at www.sndl.com.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is currently comprised of J. Carlo Cannell and Frank Krasovec, and chaired by Gregory Turnbull, each
of whom is independent for purposes of NI
58-101.
Following the Meeting, J. Carlo Cannell and Frank Krasovec will no longer be members of the Nominating and Corporate Governance Committee. The composition of
the Nominating and Corporate Governance Committee will be determined by the Board following the Meeting.
The Board has established a Nominating and
Corporate Governance Committee Charter. The principal responsibilities and duties of the Nominating and Corporate Governance Committee include, but are not limited to:
●
identifying individuals qualified to become members of the Board;
●
selecting, or recommending that the Board select, Director Nominees for the next annual meeting of Shareholders and
determining the composition of the Board and the Committees;
●
developing and overseeing a process to assess the Board, the chairperson of the Board, the Committees including their
chairpersons, individual directors and management of the Corporation; and
●
developing and implementing the Corporation’s corporate governance guidelines.
In identifying new candidates for the Board, the Nominating and Corporate Governance Committee considers what competencies and skills the Board, as a
whole, should possess and assesses what competencies and skills each existing director possesses, considering the Board as a group, and the personality and other qualities of each director, as these may ultimately determine the boardroom dynamic.
It is the responsibility of the Nominating and Corporate Governance Committee to regularly evaluate the overall efficiency of the Board and the
Chairman and all Committees and their chairs. As part of its mandate, the Nominating and Corporate Governance Committee conducts the process for the assessment of the Board, each Committee and each director regarding his, her or its effectiveness
and contribution, and reports evaluation results to the Board on a regular basis.
A-4
The Nominating and Corporate Governance Committee reviews the Nominating and Corporate Governance
Committee Charter on an annual basis.
HR & Compensation Committee
The HR & Compensation Committee is currently comprised of Frank Krasovec and Bryan Pinney, and chaired by Lori Ell, each of whom is independent
for purposes of NI
58-101.
Following the Meeting, Frank Krasovec will not be a member of the HR & Compensation Committee. The composition of the HR & Compensation Committee will be determined
by the Board following the Meeting. For a description of the education and experience of the members of the HR & Compensation Committee who are Director Nominees see “
Director Nominees
” in this Information Circular.
The Board has established a HR & Compensation Committee Charter. The HR & Compensation Committee’s purpose is to
assist the Board in its oversight of human resource strategies and policies, executive compensation, compensation philosophy, talent management and organizational culture, management development and succession and executive compensation disclosure.
The principal responsibilities and duties of the HR & Compensation Committee include, but are not limited to:
●
monitoring human resources strategies and policies;
●
monitoring talent management and organizational culture;
●
reviewing executive compensation plans at least annually;
●
in the absence of the CEO, evaluating, at least annually, the CEO’s performance in light of the goals and
objectives established by Board and, based on such evaluation, providing recommendations to the Board regarding the CEO’s annual compensation;
●
reviewing, at least annually, the evaluation process and compensation structure for the Corporation’s Executive
Officers and, in consultation with the CEO, reviewing the performance of the other Executive Officers of the Corporation in order to make recommendations to the Board with respect to the compensation for such officers; and
●
reviewing and, if appropriate, recommending to the Board the approval of any adoption, amendment and termination of any
incentive and/or equity-based incentive compensation plans (and the aggregate number of securities to be reserved for issuance thereunder), and overseeing their administration and discharging any duties imposed on the HR & Compensation
Committee by any such plans.
The HR & Compensation Committee has the authority in its sole discretion and at the
Corporation’s expense, to appoint, compensate and oversee any compensation consultant, legal counsel or other adviser, upon taking into consideration various factors which could impact such consultant’s, counsel’s or
adviser’s independence.
The HR & Compensation Committee reviews the HR & Compensation Committee Charter on an annual basis.
Audit Committee
The Audit Committee is
currently comprised of Lori Ell and Gregory Turnbull, and chaired by Bryan Pinney, each of whom is independent for the purposes of section 1.4 of NI
52-110
and financially literate within the meaning of NI
52-110.
Each member of the Audit Committee is also independent for purposes of Rule
10A-3
under the Exchange Act, and Bryan Pinney qualifies as an “audit committee
financial expert” as defined under U.S. securities laws. For a description of the education and experience of each member of the Audit Committee, see “
Director Nominees
” in this Information Circular. If the current Audit
Committee members
A-5
are
re-elected
at the Meeting, the composition of the Audit Committee is expected to remain the same following the Meeting.
The Board has established an Audit Committee Mandate, consistent with NI
52-110.
The principal purpose of the
Audit Committee is to oversee the accounting and financial reporting processes and audits of the Corporation and to assist the Board in discharging its oversight of:
●
the quality and integrity of the Corporation’s financial statements and related information;
●
the independence, qualifications, appointment and performance of the Corporation’s external auditor;
●
the Corporation’s disclosure controls and procedures, internal control over financial reporting and
management’s responsibility for assessing and reporting on the effectiveness of such controls;
●
the Corporation’s compliance with applicable legal and regulatory requirements; and
●
the Corporation’s enterprise risk management processes.
The Audit Committee is directly responsible for the appointment, retention and compensation of external auditors and for considering their independence
and any potential conflicts of interest. The Audit Committee has access to all books, records, facilities and personnel of the Corporation and is able to request any information about the Corporation as it may deem appropriate. The Audit Committee
has the authority in its sole discretion and at the Corporation’s expense, to retain and set the compensation of outside legal, accounting or other advisors as necessary to assist in the performance of its duties and responsibilities.
The Audit Committee reviews the Corporation’s policies and procedures for reviewing and approving or ratifying related-party transactions set
forth in the Corporation’s Related Party Transaction Policy, and is responsible for reviewing and approving or ratifying all related-party transactions. The Audit Committee will review the Audit Committee Mandate annually. The Audit Committee
Mandate is attached as Appendix “C” –
Audit Committee Mandate,
to this Information Circular.
Additional information
regarding the Audit Committee required by NI
52-110
can be found under the heading “
Audit Committee Information
” in the Corporation’s Annual Information Form, which is available under
the Corporation’s profile on SEDAR+ at
www.sedarplus.com
.
Director Term Limits and Other Mechanisms of Board Renewal
On May 11, 2021, the Board adopted the Renewal Policy
to recognize that periodic board renewal may offer the benefit of introducing new
perspectives, ideas, diverse views and experience. Pursuant to the Renewal Policy, each
non-executive
director of the Corporation will be deemed to submit their resignation on the date that is ten
(10) years from the date such individual began serving as a
non-executive
director. The Nominating and Corporate Governance Committee will then make a recommendation to the Board to accept or reject each
deemed director resignation. The Board must consider, but is not obligated to follow, the Nominating and Corporate Governance Committee’s recommendation. If accepted, a deemed resignation will be effective in conjunction with the
Corporation’s next annual Shareholder meeting or such other date to allow for orderly transition. If the deemed resignation is not accepted, the director will be deemed to
re-submit
such resignation
prior to the following year’s annual meeting of Shareholders.
The Renewal Policy does not take precedence over the Board and the Nominating
and Corporate Governance Committee’s review of the experience, qualifications and skills of SNDL’s directors to ensure that the composition of the Board and Committees, and the competencies and skills of each member, are in line with
what the Board and the Nominating and Corporate Governance Committee consider the Board and Committees should possess.
A-6
Diversity
On May 11, 2021, the Board adopted the Diversity Policy to reflect its belief in the benefits of having diversity on the Board, the
Corporation’s senior management team and through the entire Corporation. The Diversity Policy helps ensure diversity is considered in the Nominating and Corporate Governance Committee’s process of identifying individuals to serve on the
Board and determining the optimal composition of the Board. When reviewing Board composition and identifying suitable candidates, the Board will give due regard to the benefits of diversity in order to enable the Board to discharge its duties and
responsibilities effectively.
The Corporation recognizes that gender diversity is a significant aspect of diversity. To promote gender diversity,
the selection process for Board appointees/nominees requires at least one (1) female candidate be on the short-list for each available board seat. If no females are selected at the end of any selection process, the Board must be satisfied that
there are objective reasons to support this determination.
The Diversity Policy also mandates that diversity be considered in connection with
succession planning and appointing the Corporation’s senior management team. To promote gender diversity, the hiring process for Executive Officers will involve preparing a short-list which must include at least one (1) female candidate
for each available position. The Corporation will also implement practices to (i) address impediments to gender diversity in the workplace; (ii) regularly review the proportion of women at all levels of the Corporation; (iii) monitor
the effectiveness of and continue to expand on existing initiatives designed to identify, support and develop talented women with leadership potential; and (iv) continue to identify new ways to entrench diversity as a cultural priority across
the Corporation.
The effectiveness of the Diversity Policy at achieving the Corporation’s diversity objectives will be assessed annually. The
Corporation’s goal was to achieve thirty percent (30%) female representation in its management team and thirty percent (30%) female representation on the Board by 2024. The Board currently has and has nominated for election at the Meeting one
(1) female director, which represents approximately fourteen percent (14%) of the current members of the Board and twenty percent (20%) of the nominees to the Board. None out of seven (7) of the Executive Officers are female.
The
Corporation did not meet its diversity target due to a limited pipeline of qualified candidates from underrepresented groups in specific roles or industries, despite targeted outreach and inclusive recruitment efforts. While the Corporation made
progress in other areas, such as improving internal inclusion initiatives, the gap in representation at more senior levels highlighted systematic challenges in the broader industry talent pool. The Corporation is committed to addressing this by
investing in long-term talent development and continued collaboration with diverse talent networks. The Corporation has not set a new target at this time as SNDL is assessing its talent development strategy with a view of determining an effective
target for future years.
APPENDIX “B”
FORM
51-102F6
– STATEMENT OF EXECUTIVE COMPENSATION
Introduction
The following discussion describes the
significant elements of the compensation program for the NEOs of the Corporation, as such term is defined in National Instrument
51-102F6
–
Statement of Executive Compensation
. Unless otherwise
stated, all information in this Appendix “B” –
Form
51-102F6
– Statement of Executive Compensation
, is given as at December 31, 2025.
The NEOs for the year ended December 31, 2025 were:
●
Zachary George, CEO and Director;
●
Alberto Paredero Quiros, Chief Financial Officer;
●
Tyler Robson, President of Cannabis;
(1)
●
Ryan Hellard, Chief Strategy Officer;
(2)
and
B-7
●
Navroop Sandhawalia, President of Liquor.
Notes:
(1)
Tyler Robson ceased to be an NEO of the Corporation on March 30, 2026. This did not impact his compensation for
the year ended 2025.
(2)
In addition to the Chief Strategy Officer, Ryan Hellard became the Interim President of Cannabis on March 30,
2026. This did not impact his compensation for the year ended 2025.
Compensation Discussion and Analysis
Compensation Governance
Responsibilities of the HR &
Compensation Committee
The HR & Compensation Committee is responsible for assisting the Board in fulfilling its governance and
supervisory responsibilities, and overseeing the Corporation’s human resources, succession planning and compensation policies, processes and practices. The HR & Compensation Committee is also responsible for ensuring that compensation
policies and practices provide an appropriate balance of risk and reward consistent with the Corporation’s risk profile. The CEO will make recommendations to the HR & Compensation Committee each year with respect to the compensation
for other NEOs.
The HR & Compensation Committee meets at least annually to review the compensation program and make recommendations to the
Board for any proposed changes. As part of this review, the HR & Compensation Committee may engage an independent compensation consultant to evaluate the Corporation’s executive compensation program against market practice. For a
description of the education and experience of each member of the HR & Compensation Committee, who are Director Nominees, relevant to their responsibilities in executive compensation, see “
Director Nominees
” in this
Information Circular. The members of the HR & Compensation Committee have experience serving on audit and compensation committees of other public companies.
In addition, the members of the HR & Compensation Committee have
experience in top leadership roles and strong knowledge and education in accounting. This background provides the HR & Compensation Committee with the collective experience, knowledge and skills to effectively carry out their
responsibilities. For information about the experience of each HR & Compensation Committee member who is a Director Nominee, see the director profiles.
Independent Compensation Advisor
Pursuant to its mandate,
the HR & Compensation Committee has the authority in its sole discretion and at the Corporation’s expense, to appoint, compensate and oversee any compensation consultant, legal counsel or other adviser, upon taking into consideration
various factors which could impact such consultant’s, counsel’s or adviser’s independence.
For the year ended December 31,
2025, there were no consultants hired or contracted to assist the HR & Compensation Committee or the Board in formulating executive compensation.
Managing Compensation Risk
In reviewing the
Corporation’s compensation policies and practices each year, the HR & Compensation Committee seeks to ensure the executive compensation program provides an appropriate balance of risk and reward consistent with the risk profile of
SNDL. The HR & Compensation Committee also seeks to ensure that compensation practices do not encourage excessive risk-taking behavior by the executive team. Key risk-mitigating practices incorporated into SNDL’s compensation
structure are discussed below. As a result of such risk-mitigating practices, the HR & Compensation Committee is of the view that the risks arising from the Corporation’s compensation policies and practices are not reasonably likely
to have a material adverse effect on the Corporation.
B-8
Share Ownership Guidelines
All Executive Officers and directors of the Corporation are expected to maintain a significant equity investment in the Corporation to align their
interests with those of Shareholders and mitigate against the likelihood of undue risk-taking. The ownership guidelines establish minimum equity ownership levels for Executive Officers based on a multiple of their base salary and their level of
seniority. Executive Officers are expected to meet the prescribed ownership levels in the form of common shares and common share equivalents (including vested and unvested restricted or deferred share units but not including stock options or common
share purchase warrants) within five (5) years of the later of the completion the Corporation’s initial public offering on Nasdaq and the date of their appointment to an executive position.
The following table shows the expected ownership guideline for the Executive Officers:
Level
Base Salary
Multiple
Chief Executive Officer
3x
Other Executive Officers
2x
Trading Restrictions
All Executive Officers, directors and employees are subject to the Corporation’s Corporate Disclosure and Insider Trading Policy which, together
with applicable laws, prohibits trading in the securities of the Corporation while in possession of material undisclosed information about the Corporation. The Corporation also has an Anti-Hedging Policy, which, among other things, ensures that
Executive Officers and directors of the Corporation cannot participate in speculative activity related to the Corporation’s securities to artificially protect themselves against declines in share price. The Anti-Hedging Policy prohibits a full
range of transactions, including short-selling, options, puts and calls, as well as derivatives such as swaps, forwards and futures, prior to shareholding requirements being met. Shareholdings in excess of the mandated requirements are exempt from
the Anti-Hedging Policy.
The Corporation does not permit Executive Officers to trade in the Corporation’s securities, including the exercise
of option-based awards, except during prescribed trading windows (periods where the trading of securities is not allowed, are referred to as “
Blackout Periods
”). The Corporation may consider implementing an automatic securities
disposition program to aid in the liquidation of Common Shares held by executives and employees based on
pre-arranged
sales conditions. Trading parameters and other instructions would be set out in a written
plan document, which would contain meaningful restrictions on the ability of the Executive Officer to vary, suspend or terminate such plan. This would ensure that the Executive Officers cannot profit from material undisclosed information through a
decision to vary, suspend or terminate such plan.
Clawback Policies
The Corporation has a Clawback Policy relating to annual bonuses and long-term incentive awards granted to Executive Officers that may be triggered if
an Executive Officer engages in fraud or wilful misconduct that results in the need to restate the Corporation’s financial statements, material breaches of the Code of Conduct or any willful acts of fraud, theft or serious misconduct. Amounts
recouped under the Clawback Policy may include all incentive payments received over a specified period preceding the event triggering the clawback.
Compensation
Philosophy
In order to succeed in the highly competitive and evolving market in which SNDL operates, the Corporation needs to attract, retain
and motivate a highly talented executive team. SNDL’s executive compensation program is designed to achieve the following objectives:
B-9
●
provide compensation opportunities in order to attract and retain talented, high-performing and experienced executive
officers, whose knowledge, skills and performance are critical to the Corporation’s success;
●
motivate the executive team to achieve the Corporation’s strategic business and financial objectives;
●
align the interests of the Executive Officers with those of Shareholders by tying a meaningful portion of compensation
directly to the long-term value and growth of the business of the Corporation; and
●
provide incentives that encourage appropriate levels of risk-taking by the executive team.
The Corporation’s compensation philosophy is to motivate its employees to participate directly in the value that their efforts create for
Shareholders because the Corporation’s employees are also Shareholders. The Corporation believes that equity-based compensation awards motivate Executive Officers to achieve strategic business and financial objectives, and to also align their
interests with the long-term interests of Shareholders.
As the cannabis industry continues to evolve, the Corporation will continue to evaluate its
compensation philosophy and compensation program to ensure that compensation is competitive with other similar companies. As part of the annual compensation review process, the Corporation will be guided by the philosophy and objectives outlined
above, as well as other factors which may become relevant.
Benchmarking and Compensation Peer Group
In order to achieve the Corporation’s stated compensation philosophy, the HR & Compensation Committee believes that it is appropriate to
establish total compensation levels for executives with reference to benchmark roles among similar companies, both in terms of compensation levels and practices.
To benchmark the competitiveness of the compensation program for the Corporation’s executives and
non-executive
directors for the financial year ended December 31, 2025, the HR & Compensation Committee
considered the size (based on market capitalization, enterprise value, revenue and
earnings) and geographical scope of the following companies that produce and retail cannabis products, other regulated products and
non-regulated
products in order to determine an appropriate peer group of
comparators:
Cannabis Products
Other Regulated Products
Non-Regulated
Products
Aurora Cannabis Inc.
Andrew Peller Ltd.
Canada Goose Holdings Inc.
Canopy Growth Corp.
Corby Spirit and Wine Ltd.
High Liner Foods Inc.
Cresco Labs Inc.
Neighbourly Pharmacy Inc.
Jamieson Wellness Inc.
Cronos Group Inc.
Lassonde Industries Inc.
Green Thumb Industries Inc.
Rogers Sugar Inc.
High Tide Inc.
The North West Company Inc.
Organigram Holdings Inc.
TerrAscend Corp.
Tilray Brands, Inc.
Trulieve Cannabis Corp.
While this peer group provides a proxy for the broader marketplace in which the Corporation competes for executive
talent, special attention was paid to the compensation practices of the ten peers operating in the cannabis industry (which are considered by the HR & Compensation Committee to be the most directly relevant comparators to the Corporation).
This was done to provide additional context for the compensation practices of these companies against the peer group and the broader consumer packaged goods industry, and informed the Corporation’s compensation decisions in light of the
additional risk faced by companies operating in the cannabis industry.
B-10
Elements of Executive Compensation
The Corporation’s strategy is to provide a competitive compensation package for its Executive Officers that is aligned with the
Corporation’s business strategy and compensation philosophy. In 2025, compensation for Executive Officers was provided in the form of base salary and a discretionary annual short-term incentive. Historically, the Corporation offered long-term
incentive compensation in the form of simple warrants and performance warrants. From time to time, the Board may also grant short-term incentives to executives for exemplary performance. Long-term annual incentives may consist of Options, PSUs
and/or RSUs. The Corporation also issues all or a certain portion of the Annual Retainer and/or salary payable to
non-employee
directors in the form of Deferred Share Units pursuant to a Deferred Share Unit
Plan. The Corporation takes previous grants into account when considering whether to issue new grants.
Base Salary
Base salary is provided as a fixed source of compensation for Executive Officers. Base salaries are determined on an individual basis, taking into
account the scope of the Executive Officer’s role, responsibilities, expertise and prior experience. Base salaries for Executive Officers are reviewed annually by the Board and may be adjusted based on the Executive Officer’s success in
meeting or exceeding individual objectives, as well as to maintain market competitiveness. In addition, base salaries can be adjusted by the Board throughout the year to reflect promotions or other changes in the scope or breadth of the Executive
Officer’s role or responsibilities. An Executive Officer’s base salary may be below or above the target positioning within the peer group depending on a number of factors, including the individual’s experience in the role,
individual performance and/or retention considerations.
Short-Term Incentives
The Board has the ability to grant short-term incentives to Executive Officers linked to the achievement of corporate, team and/or personal performance
targets, as applicable. For Fiscal 2025, all Executive Officers, except for Mr. George and Mr. Paredero, were eligible for short-term incentives based 80% on corporate performance targets and 20% on individual performance targets.
Corporate performance targets are tied to net revenue, operating income and free cash-flow.
Target incentive levels have been established to
provide a set payment that may fall above or below peer group practice in order to correlate pay with performance; annual target incentive levels were established as follows:
NEO
2025
Base
Salary
Short-term
Incentive Target
(% of Base Salary)
Target Short-
term Incentive
Eligibility
Zachary George, CEO and Director
(1)
$750,000 USD
100%
$750,000 USD
Alberto Paredero Quiros, Chief Financial
Officer
(2)
$600,000 USD
60%
$360,000 USD
Tyler Robson, President of Cannabis
$600,000 CAD
60%
$315,000 CAD
Ryan Hellard, Chief Strategy Officer
$340,000 CAD
45%
$153,000 CAD
Navroop Sandhawalia, President of Liquor
$320,000 CAD
60%
$192,000 CAD
B-11
Notes:
(1)
Mr. George’s Fiscal 2025 short-term incentive is based solely on the Corporation’s performance targets
measured based on net revenue, operating income and free cash-flow.
(2)
Mr. Paredero Quiros’ Fiscal 2025 short-term incentive is based solely on the Corporation’s performance
targets measured based on net revenue, operating income and free cash-flow.
Actual awards may fall above or below the target levels outlined in the table above based on performance outcomes.
Short-term incentive awards are paid in the year following the year for which the participant’s performance is assessed; awards for 2025
performance were awarded and paid in April 2026.
Long-Term Incentives
The Corporation’s long-term incentive program is currently delivered through awards of RSUs from the Restricted and Performance Share Unit Plan.
Historically, the Corporation has relied on Options and warrants to deliver long-term incentive compensation and align executives with
shareholders. In recent years, the Corporation shifted its long-term incentive program to focus on RSUs rather than Options and warrants in an effort to limit shareholder dilution and more directly align executives with shareholder experience. The
HR &Compensation Committee is considering the introduction of PSUs into the long-term incentive mix to increase the performance orientation of the long-term incentive program at the executive level. The ongoing volatility of the cannabis
industry has thus far hindered the HR & Compensation Committee’s ability to develop an effective performance indicator of long-term shareholder value creation. As the cannabis industry matures, and the Corporation’s long-term
business strategy lends itself to the establishment of performance metrics that can be used to restrict the vesting of PSU awards, the HR & Compensation Committee expects to shift to a long-term incentive mix that is balanced between RSUs
and PSUs at the executive level.
Name and Principal Position
RSUs granted
during Fiscal 2025
Vesting date
Zachary George
647,904
Mar 15, 2026
CEO and Director
647,903
Mar 15, 2027
647,903
Mar 15, 2028
1,943,710
Alberto Paredero Quiros
103,664
Mar 15, 2026
Chief Financial Officer
103,665
Mar 15, 2027
103,665
Mar 15, 2028
310,994
Tyler Robson
73,419
Mar 15, 2026
President of Cannabis
73,420
Mar 15, 2027
73,420
Mar 15, 2028
220,259
Ryan Hellard
20,802
Mar 15, 2026
Chief Strategy Officer
20,802
Mar 15, 2027
20,803
Mar 15, 2028
62,407
Navroop Sandhawalia
19,578
Mar 15, 2026
President of Liquor
19,579
Mar 15, 2027
19,579
Mar 15, 2028
58,736
B-12
Benefit Plans
The Corporation provides its Executive Officers with life, medical, dental and vision insurance programs on the same basis as other employees, or an
allowance to purchase individual benefit and insurance coverage. These benefits are offered consistent with local market practice.
Pension Plan Benefits
The Corporation does not have a defined benefit or a defined contribution pension plan.
Deferred Compensation Plans
The Corporation does not
have a deferred compensation plan for its employees.
Financial Assistance
The Corporation does not provide financial assistance to directors, officers or employees to help them purchase Common Shares or exercise Options
granted under the Stock Option Plan.
Termination and Change of Control Benefits
For a summary of the termination and change of control benefits provided under the terms of the outstanding Employee Warrants, the Stock Option Plan,
the Restricted and Performance Share Unit Plan, and the Deferred Share Unit Plan please refer to “
Elements of Executive Compensation — Long-Term Incentives
” above. For a summary of the termination and change of control
benefits provided under the NEOs’ employment agreements, please refer to the “
Employment Agreements
” section below.
Performance
Graph
The following performance graph illustrates the Corporation’s cumulative total Shareholder return by comparing an investment in
the Common Shares listed on the Nasdaq, beginning on January 1, 2021, to the return on the Nasdaq Composite Index and the Horizons Marijuana Life Sciences Index.
B-13
As illustrated in the above performance graph, the Common Share price on the Nasdaq experienced a spike in early
2021, but has generally underperformed relative to the Nasdaq Composite Index and marginally outperformed relative to the Horizons Marijuana and Life Sciences Index since January 1, 2021. As described in this Information Circular, the
Corporation’s compensation philosophy is to motivate its employees to participate directly in the value that their efforts create for Shareholders. For this reason, the Corporation has focused on using equity-based compensation awards to
motivate Executive Officers to achieve strategic business and financial objectives, and to align their interests with the long-term interests of Shareholders.
The performance trends displayed in the above performance graph are based on the Corporation’s relative Shareholder return as compared to a peer
index, making direct comparison between NEO compensation and Common Share price performance more difficult.
Summary Compensation Table
The following table sets out information concerning the compensation earned by, paid to, or awarded to the Corporation’s NEOs for the three most
recently completed financial years:
Name and
Principal Position
Year
Salary
(1)
Share-Based
Awards
(2)
Option-Based
Awards
Annual Incentive
Plans
(3)
Long-
term
Incentive
Plans
All Other
Compensation
(4)
Total
Compensation
Zachary George
2023
(5)
$944,942
(6)
$7,846,272
$—
$1,336,200
$—
$156,067
$10,283,481
CEO and Director
2024
(5)
$958,467
(6)
$6,007,797
$—
$1,651,920
$—
$85,563
$8,703,747
2025
(5)
$1,034,071
(6)
$4,222,881
$—
$1,136,693
$—
$84,077
$6,477,722
Alberto Paredero Quiros
2023
$372,145
(6)
$4,431,955
$—
$—
$—
$—
$4,804,100
Chief Financial Officer
(6)
2024
$753,079
(6)
$944,083
$—
$454,278
$—
$114,346
$2,265,786
2025
$824,211
(6)
$675,662
$—
$551,449
$—
$80,789
$2,132,111
B-14
Name and
Principal Position
Year
Salary
(1)
Share-Based
Awards
(2)
Option-Based
Awards
Annual Incentive
Plans
(3)
Long-
term
Incentive
Plans
All Other
Compensation
(4)
Total
Compensation
Tyler Robson
2023
$502,789
$2,159,391
$—
$—
$—
$21,025
$2,683,205
President of Cannabis
2024
$525,000
$665,659
$—
$525,500
$—
$41,497
$1,757,656
2025
$584,135
$478,532
$—
$380,136
$—
$1,258
$1,444,061
Ryan Hellard
2023
$250,000
$215,940
$—
$110,000
$—
$10,974
$586,914
Chief Strategy Officer
2024
$294,231
$316,980
$—
$114,975
$—
$11,055
$737,241
2025
$331,538
$135,585
$—
$149,368
$—
$3,288
$619,779
Navroop Sandhawalia
2023
$9,615
$—
$—
$—
$—
$—
$9,615
President of
Liquor
(7)
2024
$257,000
$155,661
$—
$12,634
$—
$54,048
$479,343
2025
$320,500
$127,609
$—
$128,976
$—
$3,288
$580,373
Notes:
(1)
Represents the base salary paid in each year.
(2)
All share-based awards were RSUs granted pursuant to the Restricted and Performance Share Unit Plan. The fair value of
the share-based awards shown was calculated by multiplying the total number of units granted to each NEO on the grant date by the closing price of the Common Shares on the trading day immediately preceding the grant date.
(3)
Amounts reflect annual short-term incentive target for each NEO.
(4)
None of the NEOs are entitled to perquisites or other personal benefits which, in aggregate, are worth over $50,000 or
over 10% of their base salary.
(5)
All compensation for Mr. George in 2023, 2024 and 2025 relates solely to his role as CEO. Mr. George receives
no compensation for his role as director of the Corporation.
(6)
Mr. George and Mr. Paredero Quiros are paid in USD$. Amounts disclosed in CAD$ represent the CAD$ equivalent
of amounts paid in USD$, translated on a pay-period basis using the Bank of Canada daily exchange rate in effect at the end of each applicable pay period.
(7)
Mr. Sandhawalia became President of Liquor on November 21, 2024, he was Vice President of Finance, Liquor
prior.
Outstanding Share-Based Awards and Option-Based Awards
The following table sets out information on the outstanding Employee Warrants and other option-based awards held by each of the NEOs as at
December 31, 2025.
Name
Number of
common shares
underlying
unexercised
option-based
awards
Exercise
price ($)
Expiration date
Value of
unexercised in-
the-money
option-based
awards
($)
(1)
Zachary George
—
—
—
—
Chief Executive Officer and Director
Alberto Paredero Quiros
—
—
—
—
Chief Financial Officer
Tyler Robson
213,457
11.79
January 17, 2027
—
President of Cannabis
—
Ryan Hellard
6,400
6.25
February 28, 2026
—
Chief Strategy Officer
6,400
31.25
February 28, 2026
—
16,000
62.50
January 11, 2027
—
10,000
8.33
May 27, 2030
—
B-15
Name
Number of
common shares
underlying
unexercised
option-based
awards
Exercise
price ($)
Expiration date
Value of
unexercised in-
the-money
option-based
awards
($)
(1)
Navroop Sandhawalia
—
—
—
—
President of Liquor
Notes:
(1)
All option-based awards were
out-of-the
money based on the December 31, 2025 price of USD$1.66 (CAD$2.28) per Common Share.
The following table sets out information
on the outstanding share-based awards held by each of the Corporation’s NEOs as at December 31, 2025.
Name
Number of
Common Shares
underlying
unvested
share-based
awards
(3)
Value of share-based
awards that have
not
vested
(1)
Value of
vested share-based
awards
not
distributed
(2)
Zachary George
RSUs:
2,738,767
$
6,225,480
$
—
CEO and Director
DSUs:
—
—
$
91,153
Alberto Paredero Quiros
RSUs:
1,946,050
$
3,944,994
$
—
Chief Financial Officer
Tyler Robson
RSUs:
308,351
$
700,419
$
—
President of Cannabis
Ryan Hellard
RSUs:
104,356
$
241,246
$
—
Chief Strategy Officer
Navroop Sandhawalia
RSUs:
91,771
$
213,776
$
—
President of Liquor
Notes:
(1)
The value of the share-based awards that have not yet vested were calculated by multiplying the total number of units
that have not yet vested by the closing price of the Corporation’s Common Shares on the trading day immediately preceding the grant date.
(2)
The value of the share-based awards that have not been distributed were calculated by multiplying the total number of
units that have not been distributed by the closing price of the Corporation’s Common Shares on the trading day immediately preceding the grant date.
(3)
Pursuant to the Deferred Share Unit Plan, only directors are eligible to receive DSUs.
Incentive Plan Awards – Value Expected to be Vested or Earned During the Year
The following table sets out, for each of the NEOs, the value of the option-based awards and share based awards that vested in accordance with their
terms during Fiscal 2025.
Name and Principal Position
Option-Based Awards
– Value Vested
During 2025
(1)
Share-Based Awards
– Value Vested During
2025
Zachary George
CEO and Director
$—
$9,848,871
B-16
Name and Principal Position
Option-Based Awards
– Value Vested
During 2025
(1)
Share-Based Awards
– Value Vested During
2025
Alberto Paredero Quiros
Chief Financial Officer
$—
$314,695
Tyler Robson
President of Cannabis
$—
$2,381,278
Ryan Hellard
Chief Strategy Officer
$—
$321,599
Navroop Sandhawalia
President of Liquor
$—
$69,494
Notes:
(1)
The option-based awards held by each of our NEOs that vested during 2025, altogether were nil Options, were
out-of-the
money, based on the December 31, 2025 price of US$1.66 (CAD$2.28) per Common Share.
Employment Agreements
The Corporation has entered
into employment agreements with each NEO. The material terms of the employment agreements as of the date of this Information Circular are discussed below.
Zachary George, CEO and Director
The Corporation may
terminate Mr. George at any time without cause and the Corporation will be required to provide him with a separation package comprised of: (i) his annual base salary earned up to the cessation date, any accrued vacation entitlement which
he has not used as of the termination date and any of his accrued but unpaid business expenses; (ii) termination notice of two (2) years (which may be provided as pay in the form of base salary in lieu of notice); (iii) a lump sum payment
in lieu of benefits equal to three percent (3%) of his annual base salary; and (iv) subject to the terms of the applicable equity plan and of any applicable agreement, all of his issued but unvested Options and RSUs will immediately vest on the
cessation date. The provision of a separation package is in full and final settlement of all claims Mr. George may have against the Corporation.
Pursuant to Mr. George’s employment agreement, if a change of control occurs and his employment is subsequently or contemporaneously
terminated by the Corporation or its successor, Mr. George will be entitled to receive, within thirty (30) days after such termination, a sum of money equal to: (i) his annual base salary earned up to the cessation date, any accrued
vacation entitlement which he has not used as of the cessation date and any of his accrued but unpaid business expenses; (ii) a lump sum payment in an amount equal to two times his annual base salary; (iii) three percent (3%) of his annual
base salary in lieu of benefits and; (iv) all of his unvested RSUs will immediately vest on the closing of the change of control.
Mr. George’s employment agreement also contains restrictive covenants.
Alberto Paredero Quiros, Chief Financial Officer
The
Corporation may terminate Mr. Paredero Quiros at any time without cause and the Corporation will be required to provide him with a separation package comprised of: (i) termination notice of twelve (12) months if the termination occurs
within the first eighteen (18) months of employment, and thereafter with termination notice of twenty-four (24) months, which may be provided in full or in part as pay in lieu of notice at the Corporation’s sole discretion;
(ii) in the event the Corporation elects to provide pay in lieu of notice, the continuation of benefits until the expiry of the minimum statutory notice period; and (iii) for any notice period exceeding the statutory minimum notice, pay in
lieu of notice will be calculated on the basis of Mr. Paredero Quiros’ annual base salary, plus target short-term incentive prorated based on time worked in the calendar
B-17
year up to the termination date, plus a lump sum of three percent (3%) of his annual base salary in lieu of benefits. In the event that Mr. Paredero Quiros’ employment is terminated
without cause, prior to the vesting of the
one-time
RSU grant pursuant to his employment agreement, the
one-time
RSU grant will accelerate and vest on the date of
termination of his employment. The provision of a separation package is in full and final settlement of all claims Mr. Paredero Quiros may have against the Corporation.
Pursuant to Mr. Paredero Quiros’ employment agreement, within ninety (90) days of the occurrence of a “Good Reason” (as
defined below), Mr. Paredero Quiros may terminate his employment agreement by giving the Corporation sixty (60) days written notice (which may be waived in the sole and absolute discretion of the Corporation) detailing the occurrence
giving rise to Good Reason and Mr. Paredero Quiros’ intention to terminate his employment with the Corporation. Provided the Corporation agrees that Mr. Paredero Quiros has Good Reason in accordance with his employment agreement and
the Corporation does not cure the occurrence giving rise to Good Reason in accordance with his employment agreement, the Corporation will accept the notice and provide Mr. Paredero Quiros with: (i) pay equal to twelve
(12) months’ annual base salary which may be provided in full or in part as pay in lieu of notice and target short-term incentive, prorated based on the time worked in the calendar year up to the date of termination; and (ii) a lump
sum of three percent (3%) of his annual base salary in lieu of benefits. “Good Reason” is defined as (i) a material diminution of Mr. Paredero Quiros’ position, duties, or responsibilities with the Corporation which
change would cause his position to become one of materially lesser responsibilities, importance, or scope, (ii) a material diminution in his annual base salary, short term incentive target annual bonus, long term incentive annual target award,
or benefit entitlements; or (iii) any action or inaction that constitutes a material breach of his employment agreement by the Corporation. Notwithstanding the foregoing, any occurrence that constitutes Good Reason within the meaning of the
definition will be deemed not to be Good Reason if the occurrence is curable and is cured by the Corporation within thirty (30) days of Mr. Paredero Quiros providing notice.
Mr. Paredero Quiros’ employment agreement also contains restrictive covenants.
Tyler Robson, President of Cannabis
The Corporation
may terminate Mr. Robson at any time without cause and the Corporation will be required to provide him with termination notice of twenty-four (24) months. The foregoing notice period will be provided as pay in lieu of notice by either one
lump sum payment, or by providing half the amount as a lump sum and the remainder by way of equal monthly payments over a twelve (12) month period following the date of termination, at the Corporation’s sole discretion, and is inclusive
of Mr. Robson’s entitlement to statutory notice. Mr. Robson is also entitled to receive a twelve (12) month target short-term incentive bonus payment at the date of termination without cause. The “date of
termination” means the last day of the applicable statutory notice period. In the event that the Corporation elects to provide
pay-in-lieu
of notice, the
Corporation shall maintain all of Mr. Robson’s existing benefits until the expiry of the minimum statutory notice period. For any portion of the notice exceeding the statutory minimum notice,
pay-in-lieu
of notice will be calculated on annual base salary only. The provision of any payments and benefits made to Mr. Robson are conditional on the execution of a full and final release in favour
of the Corporation.
Pursuant to Mr. Robson’s employment agreement, within ninety (90) days of the occurrence of a “Good
Reason”, Mr. Robson may terminate his employment agreement by giving the Corporation sixty (60) days written notice (which may be waived in the sole and absolute discretion of the Corporation) detailing the occurrence giving rise to
Good Reason and Mr. Robson’s intention to terminate his employment with the Corporation. Provided the Corporation does not cure the occurrence giving rise to Good Reason in accordance with Mr. Robson’s employment agreement, the
Corporation will provide Mr. Robson with the same payments and benefit continuation he is entitled to under the “Termination for Cause” provision of his employment agreement. “Good Reason” is defined as (i) a
material diminution of Mr. Robson’s position, duties, or responsibilities with the Corporation which change would cause his position to become one of materially lesser responsibilities, importance, or scope, (ii) a material
diminution in his annual base salary, short term incentive target annual bonus, long term incentive annual target award, or benefit entitlements; (iii) a relocation of Mr. Robson’s principal workplace to a location outside of Kelowna,
British Columbia, without Mr. Robson’s express written consent; and (iv) any action or inaction that constitutes a material
B-18
breach of his employment agreement by the Corporation. Notwithstanding the foregoing, any occurrence that constitutes Good Reason within the meaning of the definition will be deemed not to be
Good Reason if the occurrence is curable and is cured by the Corporation within thirty (30) days of Mr. Robson providing notice.
Mr. Robson’s employment agreement also contains restrictive covenants.
Mr. Robson’s employment with the Corporation terminated effective as of March 30, 2026.
Ryan Hellard, Chief Strategy Officer
The Corporation
may terminate Mr. Hellard at any time without cause and the Corporation will be required to provide him with termination notice of twenty-four (24) months’ notice. The foregoing notice period may be provided in full or in part as pay
in lieu of notice by either
lump-sum
or salary continuance, at the Corporations’ sole discretion, and is inclusive of Mr. Hellard’s entitlement to statutory notice. Mr. Hellard is also
entitled to receive a
pro-rated
short-term incentive bonus up to the date of termination without cause. The “date of termination” means the later of: (i) the last day worked; and (ii) the
last day of the applicable statutory notice period. In the event that the Corporation elects to provide
pay-in-lieu
of notice, the Corporation shall maintain all of
Mr. Hellard’s existing benefits until the expiry of the minimum statutory notice period. For any portion of the notice exceeding the statutory minimum notice,
pay-in-lieu
of notice will be calculated on annual base salary only. The provision of any payments and benefits made to Mr. Hellard are conditional on the execution
of a full and final release in favour of the Corporation.
Pursuant to Mr. Hellard’s employment agreement, within ninety (90) days
of the occurrence of a “Good Reason”, Mr. Hellard may terminate his employment agreement by giving the Corporation sixty (60) days written notice (which may be waived in the sole and absolute discretion of the Corporation)
detailing the occurrence giving rise to Good Reason and Mr. Hellard’s intention to terminate his employment with the Corporation. Provided the Corporation does not cure the occurrence giving rise to Good Reason in accordance with
Mr. Hellard’s employment agreement, the Corporation will provide Mr. Hellard with the same payments and benefit continuation he is entitled to under the “Termination for Cause” provision of his employment agreement.
“Good Reason” is defined as (i) a material diminution of Mr. Hellard’s position, duties, or responsibilities with the Corporation which change would cause his position to become one of materially lesser responsibilities,
importance, or scope, (ii) a material diminution in his annual base salary, short term incentive target annual bonus, long term incentive annual target award, or benefit entitlements; or (iii) any action or inaction that constitutes a
material breach of his employment agreement by the Corporation. Notwithstanding the foregoing, any occurrence that constitutes Good Reason within the meaning of the definition will be deemed not to be Good Reason if the occurrence is curable and is
cured by the Corporation within thirty (30) days of Mr. Hellard providing notice.
Mr. Hellard’s employment agreement also
contains restrictive covenants.
Navroop Sandhawalia, President of Liquor
The Corporation may terminate Mr. Sandhawalia at any time without cause and the Corporation will be required to provide him with termination notice
of (i) six (6) months if the termination occurs within the first twelve (12) months of employment, or (ii) twelve (12) months if the termination occurs after the first twelve (12) months of employment. The foregoing notice period
may be provided in full or in part as pay in lieu of notice by either
lump-sum
or salary continuance, at the Corporations’ sole discretion, and is inclusive of Mr. Sandhawalia’s entitlement to
statutory notice and severance pay. However, under no circumstances will Mr. Sandhawalia be required to work during any portion of the notice period which is attributable to statutory severance. Mr. Sandhawalia is also entitled to receive
a
pro-rated
short-term incentive bonus up to the date of termination without cause. The “date of termination” means the later of: (i) the last day worked; and (ii) the last day of the
applicable statutory notice period. In the event that the Corporation elects to provide
pay-in-lieu
of notice, the Corporation shall maintain all of
Mr. Sandhawalia’s existing benefits until the expiry of the minimum statutory notice period. For any portion of the notice exceeding the statutory minimum notice,
pay-in-lieu
of notice will be calculated on annual base salary only. The provision of any payments and
B-19
benefits made to Mr. Sandhawalia are conditional on the execution of a full and final release in favour of the Corporation.
Pursuant to Mr. Sandhawalia’s employment agreement, within ninety (90) days of the occurrence of a “Good Reason”,
Mr. Sandhawalia may terminate his employment agreement by giving the Corporation sixty (60) days written notice (which may be waived in the sole and absolute discretion of the Corporation) detailing the occurrence giving rise to Good
Reason and Mr. Sandhawalia’s intention to terminate his employment with the Corporation. Provided the Corporation does not cure the occurrence giving rise to Good Reason in accordance with Mr. Sandhawalia’s employment
agreement, the Corporation will provide Mr. Sandhawalia with the same payments and benefit continuation he is entitled to under the “Termination for Cause” provision of his employment agreement. “Good Reason” is defined
as (i) a material diminution of Mr. Sandhawalia’s position, duties, or responsibilities with the Corporation which change would cause his position to become one of materially lesser responsibilities, importance, or scope, (ii) a
material diminution in his annual base salary, short term incentive target annual bonus, long term incentive annual target award, or benefit entitlements; and (iii) any action or inaction that constitutes a material breach of his employment
agreement by the Corporation. Notwithstanding the foregoing, any occurrence that constitutes Good Reason within the meaning of the definition will be deemed not to be Good Reason if the occurrence is curable and is cured by the Corporation within
thirty (30) days of Mr. Sandhawalia providing notice.
Mr. Sandhawalia’s employment agreement also contains restrictive
covenants.
Summary of Termination Payments
The
table below shows the incremental payments payable to NEOs who have not resigned prior to December 31, 2025 under the terms of their employment agreements upon the occurrence of certain events, assuming termination is effective as at
December 31, 2025.
Name and
Principal
Position
Event
Severance
(4)
Option-
Based
Awards
(1)
Other
Payments
RSU
Total
Zachary George
CEO and Director
Termination without cause
Termination with change of control
$2,058,750
(3)
$2,058,750
(3)
$—
$—
$30,881
(3)
$30,881
(3)
$3,761,230
$3,761,230
$4,850,861
$4,850,861
Alberto Paredero Quiros
(2)
Chief Financial Officer
Termination without cause
Termination for good reason
Termination with change of control
$2,141,100
(3)
$1,317,600
(3)
$—
$—
$—
$—
$24,705
(3)
$24,705
(3)
$—
$—
$—
$—
$2,165,805
$1,342,305
$—
Tyler Robson
(2)
President of Cannabis
Termination without cause
Termination for good reason
Termination with change of control
$1,560,000
$1,560,000
$—
$—
$—
$—
$700
$700
$—
$—
$—
$—
$1,560,700
$1,560,700
$—
Ryan Hellard
(2)
Termination without cause
$833,000
$—
$700
$—
$833,700
B-20
Name and
Principal
Position
Event
Severance
(4)
Option-
Based
Awards
(1)
Other
Payments
RSU
Total
Chief Strategy Officer
Termination for good reason
Termination with change of control
$833,000
$—
$—
$—
$700
$—
$—
$—
$833,700
$—
Navroop Sandhawalia
President of Liquor
Termination without cause
Termination for good reason
Termination with change of control
$512,000
$512,000
$—
$—
$—
$—
$350
$380
$—
$—
$—
$—
$512,350
$512,350
$—
Notes:
(1)
All option-based awards were
out-of-the
money based on the December 31, 2025 price of USD$1.66 (CAD$2.28) per Common Share.
(2)
None of the employment agreements for Mr. Paredero Quiros, Mr. Robson, Mr. Hellard and
Mr. Sandhawalia contain a change of control provision.
(3)
Calculated based on the daily rate of exchange for US$:C$ published by the Bank of Canada on December 31, 2025.
(4)
None of the Executive Officer’s termination payments include the value of accelerated RSUs.
Equity Compensation Plans
Stock Option Plan
The Corporation has a Stock Option Plan that provides Participants with compensation opportunities that support the achievement of the
Corporation’s performance objectives, align the interests of Participants with those of Shareholders, and attract, retain and motivate Participants critical to the long term success of the Corporation and its subsidiaries. The Corporation has
not issued any options under the Stock Option Plan in the last five years. The material features of the Stock Option Plan are summarized below.
Administration
and Eligibility
The Stock Option Plan is administered by the Board and the HR & Compensation Committee. Directors, Executive Officers,
employees and consultants of the Corporation and its subsidiaries are eligible to participate in the Stock Option Plan.
Common Shares Subject to the Stock
Option Plan and Participation Limits
The maximum number of Common Shares available for issuance under the Stock Option Plan alone or when
combined with all other security-based compensation arrangements of the Corporation is ten percent (10%) of the number of issued and outstanding Common Shares from time to time. Common Shares underlying stock Options that have been exercised or
disposed of or that have expired or terminated for any reason become available for subsequent issuance under the Stock Option Plan. Based on the number of Common Shares outstanding as of the date of this Information Circular, there are 84,098Options
available for issuance under the Stock Option Plan, less any units outstanding under the Corporation’s Restricted and Performance Share Unit Plan discussed under the heading “
Restricted and Performance Share Unit Plan
”.
Pursuant to the terms of the Stock Option Plan, no more than five percent (5%) of the number of issued and outstanding Common Shares may be issued under
the Stock Option Plan alone or when combined
B-21
with all other security-based compensation arrangements of the Corporation then existing to any one Participant.
Options
The exercise price for Options is determined by the
Board as of the Grant Date, which may not be less than the fair market value of a Common Share (being the closing price of a Common Share on the trading day immediately preceding the Grant Date) on the date the Option is granted. The Board shall
determine when an Option will become vested and may determine that the Option become vested in installments and may make vesting of the Option conditional on the achievement of certain performance targets. The Board may also, in its discretion, at
any time, permit the exercise of any or all Options, provided that the Board will not, in any case, authorize the exercise of an Option at any time after its Expiry Date. Previous grants are not taken into account when considering new grants.
Options must be exercised within a period fixed by the Board which period shall not exceed ten (10) years from the Grant Date, provided that if the
Expiry Date falls during a Blackout Period, the Expiry Date will be automatically extended until ten (10) Business Days after the end of the Blackout Period. The Stock Option Plan also provides for earlier expiration of Options upon the
occurrence of certain events, including the termination of a Participant’s employment or services.
Vested Options can be exercised by payment
in full of the applicable exercise price in cash or by certified check, bank draft or money order payable to the Corporation or by such other means as might be specified from time to time by the Board. Additionally, in order to facilitate the
payment of the exercise price of the Options, a specific grant under the Stock Option Plan may have a cashless exercise feature. Pursuant to the cashless exercise feature, an eligible Participant may elect to receive: (i) an amount in cash
equal to the cash proceeds realized upon the sale of the Common Shares underlying the Options by a securities dealer in the capital markets, minus the aggregate exercise price, any applicable withholding taxes and any transfer costs charged by the
securities dealer; (ii) an aggregate number of Common Shares that is equal to the number of Common Shares underlying the unexercised Options, minus the number of Common Shares sold by a securities dealer in the capital markets as required to
realize cash proceeds equal to the aggregate exercise price, any applicable withholding taxes and any transfer costs charged by the securities dealer; or (iii) a combination of (i) and (ii).
Termination of Employment or Services
Unless otherwise
determined by the Board, in the event of a termination of a Participant’s employment or service for any reason, all outstanding Options granted to the Participant under the Stock Option Plan that are unvested on the cessation date will be
forfeited. All outstanding Options that are vested as of the cessation date will be exercisable as follows, after which time such vested Options will automatically terminate: (i) if the Participant ceases to be an employee, director or
consultant by reason of death, his or her Options must be exercised by his or her designated legal representative within twelve (12) months of the date of death; (ii) if the Participant ceases to be an employee, director, contractor or
consultant of the Corporation by reason of termination without cause (as defined in the Stock Option Plan), retirement or disability of an employee, or resignation of a director, his or her Options must be exercised within 90 days of the cessation
date; and (iii) if the Participant ceases to be an employee, director or consultant by reason of termination for cause, resignation by an employee, voluntary termination by a consultant or breach of a consulting agreement, his or her Options
will automatically terminate on the cessation date and may no longer be exercised. In no event may Options be exercised later than the applicable Expiry Date of the Options, after which time all remaining Options will terminate.
Change of Control
In the event of a Change of Control (as
defined in the Stock Option Plan), the surviving, successor or acquiring entity will assume any outstanding Options or substitute similar options for the outstanding Options. If the surviving, successor or acquiring entity does not assume any
outstanding Options or substitute similar Options for the outstanding Options, or if the Board otherwise determines in its discretion,
B-22
the Stock Option Plan will be terminated effective immediately prior to the Change of Control and all Options will be deemed to be vested and, unless otherwise exercised, forfeited or cancelled
prior to the termination of the Stock Option Plan, will expire immediately prior to the termination of the Stock Option Plan.
In the event of a
Change of Control, the Board may provide for the treatment of each outstanding Option, which may include, without limitation, one or more of the following: (i) making such other changes to the terms of the Options as it considers fair and
appropriate in the circumstances, provided such changes are not adverse to Participants; (ii) otherwise modifying the terms of the Options to assist Participants to tender into a takeover bid or other arrangement leading to a Change of Control,
and thereafter; and/or (iii) terminating, conditionally or otherwise, the Options not exercised following successful completion of such Change of Control.
Adjustments
In the event of any stock dividend, stock
split, combination or exchange of shares, merger, amalgamation, arrangement, consolidation, reclassification,
spin-off
or other distribution (other than normal cash dividends) of the Corporation’s assets
to Shareholders, or any other change in the capital of the Corporation affecting Common Shares, the Board will make such proportionate adjustments, if any, as the Board in its discretion deems appropriate to reflect such change (for the purpose of
preserving the value of the Options), with respect to: (i) the number or kind of shares or other securities reserved for issuance pursuant to the Stock Option Plan; (ii) the number or kind of Common Shares or other securities subject to
any outstanding Options; and (iii) the exercise price of any outstanding Options; provided, however, that no adjustment will obligate the Corporation to issue or sell fractional securities.
Amendment or Termination
The Board may amend or suspend any
provision of the Stock Option Plan or any Option, or terminate the Stock Option Plan, at any time without Shareholder approval, subject to applicable law and the rules, regulations and policies of any stock exchange on which the securities of the
Corporation are listed, if any, that require the approval of Shareholders or any governmental or regulatory body. However, except as set forth in the Stock Option Plan or as required pursuant to applicable law, no action of the Board or Shareholders
may materially adversely alter or impair the rights of a Participant under any Option previously granted to a Participant without his or her consent.
The Board may make certain amendments to the Stock Option Plan or to any Option outstanding thereunder without seeking Shareholder approval, including,
but not limited to, housekeeping amendments, amendments to comply with applicable law or stock exchange rules, amendments necessary for Options to qualify for favorable treatment under applicable tax laws, amendments to the vesting provisions of the
Stock Option Plan or any Option, amendments to include or modify a cashless exercise feature, amendments to the termination or early termination provisions of the Stock Option Plan or any Option, and amendments necessary to suspend or terminate the
Stock Option Plan. Only the following types of amendments will not be able to be made without obtaining Shareholder approval:
●
increasing the number of Common Shares reserved for issuance under the Stock Option Plan;
●
increasing the length of the period after a Blackout Period during which Options may be exercised;
●
any amendment that would result in the exercise price for any Option being lower than the fair market value on the
applicable Grant Date;
●
permitting the introduction or reintroduction of
non-employee
directors as
eligible recipients for Options on a discretionary basis or any amendment that increases the limits previously imposed on
non-employee
director participation;
B-23
●
reducing the exercise price of an Option or allowing for the cancellation and reissuance of an Option, which would be
considered a repricing under the rules of any stock exchange on which the securities of the Corporation are listed, except, in each case, pursuant to a Change of Control or other adjustment pursuant to a corporate transaction involving a change in
the capital of the Corporation;
●
extending the Expiry Date of an Option, except for an automatic extension of an Option that expires during a Blackout
Period;
●
permitting awards under the Stock Option Plan to be transferred or assigned other than for normal estate settlement
purposes;
●
amending the amendment provision under the Stock Option Plan; and
●
amendments required to be approved by Shareholders under applicable law or the rules of any stock exchange on which the
securities of the Corporation are listed.
Assignment
Except as required by law or in the event of death of the participant, the rights of a Participant under the Stock Option Plan are not transferable or
assignable.
Restricted and Performance Share Unit Plan
The Restricted and Performance Share Unit Plan provides eligible participants with compensation opportunities that support the achievement of the
Corporation’s performance objectives, aligns the interests of eligible participants with those of Shareholders, and attracts, retains and motivates eligible participants critical to the long term success of the Corporation and its
subsidiaries. The material features of the Restricted and Performance Share Unit Plan are summarized below.
Administration and Eligibility
The Restricted and Performance Share Unit Plan is administered by the Board and the HR & Compensation Committee.
Common Shares Subject to the Restricted and Performance Share Unit Plan and Participation Limits
The maximum number of Common Shares that will be available for issuance under the Restricted and Performance Share Unit Plan is ten percent (10%) of the
issued and outstanding Common Shares from time to time. Common Shares underlying Share Units that have been settled or disposed of or that have expired or terminated for any reason will become available for subsequent issuance under the Restricted
and Performance Share Unit Plan. Based on the number of Common Shares outstanding as of the date of this Information Circular there are 6,708,495 Share Units available for issuance under the Restricted and Performance Share Unit Plan, less any
Options outstanding under the Stock Option Plan.
Pursuant to the terms of the Restricted and Performance Share Unit Plan: (i) no more than ten
percent (10%) of the outstanding Common Shares may be issuable at any time under the Restricted and Performance Share Unit Plan alone or when combined with all other security-based compensation arrangements of the Corporation; and (ii) no more
than five percent (5%) of the outstanding Common Shares may be issued under the Restricted and Performance Share Unit Plan alone or when combined with all other security-based compensation arrangements of the Corporation to any one SUP Participant.
B-24
Share Units
The Board has the discretion to grant Share Units under the Restricted and Performance Share Unit Plan. Additionally, subject to the approval of the
Board, a
non-United
States participant may elect to defer their bonus compensation to be received under the Corporation’s short-term incentive plan in the form of RSUs.
A RSU or PSU is a right granted to a participant to receive a Common Share that generally becomes vested, if at all: (i) for RSUs, following a
period of continuous employment or service; and (ii) for PSUs, subject to the attainment of performance vesting conditions and the satisfaction of such other conditions to vesting, if any, as may be determined by the Board, which may include
financial or operational performance of the Corporation, total Shareholder return or individual performance criteria, measured over a performance period.
The Board may also, in its discretion, accelerate the vesting of any or all RSUs or PSUs and related dividend Share Units (as described below) held by a
SUP Participant in the manner and on the terms authorized by the Board, and in the case of PSUs, having regard to the level of achievement of the applicable performance vesting conditions prior to the applicable vesting date.
When dividends (other than share based dividends) are paid on Common Shares, dividend Share Units will be credited to a SUP Participant’s Share
Unit account on the dividend payment date. The number of dividend Share Units to be credited will be determined by multiplying the aggregate number of Share Units held by the SUP Participant on the relevant record date by the amount of the dividend
paid by the Corporation on each Common Share, and dividing the result by the fair market value on the dividend payment date, rounded down to the nearest whole Share Unit. Dividend Share Units credited to a SUP Participant will be subject to the same
vesting conditions applicable to the related RSUs or PSUs.
As soon as practicable following the vesting date of a Share Unit and in any event no
later than December 15
th
of the third year following the year in respect of which the Share Unit is granted, and for United States participants, prior to March 15
th
of the year following the year in which the vesting date occurs, the Corporation will redeem all of a SUP Participant’s vested Share Units by, as determined in the discretion of the
Corporation: (i) issuing from treasury a number of Common Shares that is equal to the number of vested Share Units held by the SUP Participant on the settlement date; (ii) delivering to the SUP Participant an amount in cash (net of
applicable withholding taxes) equal to the number of vested Share Units held by the SUP Participant on the settlement date multiplied by the fair market value of a Common Share on the settlement date; (iii) delivering to the SUP Participant a
whole number of Common Shares purchased on the open market that is equal to the number of vested Share Units held by the SUP Participant on the settlement date; or (iv) a combination of (i), (ii) and (iii).
Termination of Employment or Services
Unless otherwise
determined by the Board, the following rights apply in the event of a termination of a SUP Participant’s employment or service under the Restricted and Performance Share Unit Plan.
All RSUs that are granted pursuant to the deferral of a SUP Participant’s bonus compensation and all related dividend Share Units, will fully vest
on the SUP Participant’s cessation date, regardless of the reason for termination of the SUP Participant’s employment.
In the event a
SUP Participant’s employment is terminated for cause (as defined in the Restricted and Performance Share Unit Plan) or the SUP Participant resigns for any reason (other than retirement), all Share Units held by the SUP Participant on the
cessation date will automatically terminate.
In the event of a SUP Participant’s death, all unvested Share Units held by the SUP Participant
on the cessation date will automatically terminate, and any vested Share Units will be settled as soon as practicable following the cessation date.
B-25
In the event a SUP Participant’s employment is terminated due to a disability, the SUP
Participant’s retirement or a termination without cause, a portion of the SUP Participant’s unvested RSUs and related dividend Share Units will vest on the cessation date. The percentage that will vest will be determined by a fraction,
the numerator of which is the number of days that have elapsed from the grant date up to and including the cessation date, and the denominator of which is the number of days from the grant date up to and including the original vesting date, and will
be settled as soon as practicable following the cessation date. All other unvested RSUs and related dividend Share Units held by the SUP Participant will automatically terminate on the cessation date.
In the event a SUP Participant’s employment is terminated due to a disability, the SUP Participant’s retirement or a termination without
cause: (i) a portion of the SUP Participant’s unvested PSUs and related dividend Share Units (based on the number of days that have elapsed from the grant date up to and including the cessation date) will continue to be held by the SUP
Participant and will vest at the same time and based on the achievement of the applicable performance vesting conditions as if the SUP Participant had remained employed or in service until the original vesting date, at which time all vested PSUs and
related dividend Share Units will be settled; and (ii) all other PSUs and related dividend Share Units will terminate on the cessation date. All outstanding PSUs and related dividend Share Units that fail to vest on the vesting date will
automatically terminate on the vesting date.
For SUP Participants who are consultants, if a SUP Participant’s consulting agreement or
arrangement is terminated voluntarily by the consultant or by a participating company for breach by the consultant of the consulting agreement or arrangement, which includes a termination for cause, all Share Units held by the consultant on the
cessation date will automatically terminate. If a consultant’s consulting agreement or arrangement terminates by reason of death of the consultant or by a participating company for any reason whatsoever other than for breach of the consulting
agreement or arrangement by the consultant, all unvested Share Units held by the consultant on the cessation date will automatically terminate and any vested Share Units will be settled as soon as practicable following the cessation date.
Change of Control
In the event of a Change of Control (as
defined in the Restricted and Performance Share Unit Plan), the surviving, successor or acquiring entity will assume any outstanding Share Units or substitute similar share units for the outstanding Share Units. If the surviving, successor or
acquiring entity does not assume any outstanding Share Units or substitute similar Share Units for the outstanding Share Units, or if the Board otherwise determines in its discretion, the Restricted and Performance Share Unit Plan will be terminated
effective immediately prior to the Change of Control and all RSUs (and related dividend Share Units) and a specified number of PSUs (and related dividend Share Units) will be deemed to be vested and, unless otherwise settled, forfeited or cancelled
prior to the termination of the plan, will be settled immediately prior to the termination of the Restricted and Performance Share Unit Plan. The number of PSUs which will be deemed to be vested will be determined by the Board, in its discretion,
having regard to the level of achievement of the performance vesting conditions prior to the Change of Control.
In the event of a Change of
Control, the Board may provide for the treatment of each outstanding Share Unit, which may include, without limitation, one or more of the following: (i) making such other changes to the terms of the Share Units as it considers fair and
appropriate in the circumstances, provided such changes are not adverse to the SUP Participants; (ii) otherwise modifying the terms of the Share Units to assist the SUP Participants to tender into a takeover bid or other arrangement leading to
a change of control, and thereafter; and (iii) terminating, conditionally or otherwise, the Share Units not settled following successful completion of such Change of Control.
Adjustments
In the event of an adjustment pursuant to a
corporate transaction involving a change in the capital of the Corporation, the Board will make such proportionate adjustments, if any, as the Board in its discretion deems appropriate to reflect such change (for the purpose of preserving the value
of the Share Units), with respect to: (i) the number or kind of shares or other securities reserved for issuance pursuant to the
B-26
Restricted and Performance Share Unit Plan; (ii) the number or kind of shares or other securities subject to any outstanding Share Units; (iii) the number of Share Units in the SUP
Participants’ share unit account; and (iv) the vesting of PSUs; provided, however, that no adjustment will obligate the Corporation to issue or sell fractional securities.
Amendment or Termination
The Board may amend or suspend any
provision of the Restricted and Performance Share Unit Plan or any Share Unit, or terminate the Restricted and Performance Share Unit Plan, at any time without Shareholder approval, subject to applicable law and the rules, regulations and policies
of any stock exchange on which the securities of the Corporation are listed, if any, that require the approval of Shareholders or any governmental or regulatory body. However, except as set forth in the Restricted and Performance Share Unit Plan or
as required pursuant to applicable law, no action of the Board or Shareholders may materially adversely alter or impair the rights of a SUP Participant under any Share Unit previously granted to the SUP Participant without his or her consent.
The Board may make certain amendments to the Restricted and Performance Share Unit Plan or to any Share Unit outstanding thereunder without seeking
Shareholder approval, including, but not limited to, housekeeping amendments, amendments to comply with applicable law or stock exchange rules, amendments necessary for Share Units to qualify for favorable treatment under applicable tax laws,
amendments to the vesting provisions of the plan or any Share Unit, amendments to the termination or early termination provisions of the Restricted and Performance Share Unit Plan or any Share Unit, and amendments necessary to suspend or terminate
the plan. Only the following types of amendments will not be able to be made without obtaining Shareholder approval:
●
increasing the number of Common Shares reserved for issuance under the Restricted and Performance Share Unit Plan;
●
permitting the introduction or reintroduction of
non-employee
directors as
eligible recipients of Share Units on a discretionary basis or any amendment that increases the limits previously imposed on
non-employee
director participation;
●
permitting awards to be transferred or assigned other than for normal estate settlement purposes;
●
amending the amendment provision under the Restricted and Performance Share Unit Plan; and
●
amendments required to be approved by Shareholders under applicable law or the rules of any stock exchange on which the
securities of the Corporation are listed.
Assignment
Except as required by law or in the event of death of the participant, the rights of a SUP Participant under the Restricted and Performance Share Unit
Plan will not be transferable or assignable.
Legacy Warrant Grants
The Corporation has historically awarded equity compensation to certain of its employees, including the Executive Officers, in the form of Employee
Warrants. The Corporation has not granted any Employee Warrants since July 15, 2019.
As of December 31, 2025, there were 16,320 simple
Employee Warrants (as described below) and 20,800 performance Employee Warrants (as described below) outstanding, together representing approximately 0.01% of the issued and outstanding Common Shares as of that date, of which 16,320 simple Employee
Warrants, and 12,800 performance Employee Warrants, were vested and exercisable. Vested Employee
B-27
Warrants may be exercised by the holder by completing an exercise form and delivering it and the exercise price (and any applicable withholdings and deductions) to the Corporation.
The Corporation has awarded both simple Employee Warrants and performance Employee Warrants. Provided the holder remains employed with the Corporation
as at the applicable vesting date, simple Employee Warrants generally vest over a period of three (3) to seven (7) years from the date of grant and performance Employee Warrants generally vest upon the achievement of specified performance
targets. The Board may accelerate the vesting of the Employee Warrants in its sole discretion immediately prior to a change of control. Employee Warrants are
non-transferable
without the consent of the Board.
Employee Warrants generally cease to vest and expire as of a holder’s cessation of employment or service if it is in connection with a
termination by the Corporation for cause (as defined in the applicable Employee Warrant award agreement), the resignation of the holder, a material breach of a consulting contract or the resignation or removal of the holder as a director. In the
event of a holder’s death or disability, the Employee Warrants held by such holder generally expire at the earlier of: (i) their stated expiry date; and (ii) the day that is one (1) year after the holder’s cessation date.
In the event of a termination for any other reason, the Employee Warrants held by such holder will generally expire at the earlier of: (i) their stated expiry date; and (ii) the day that is sixty (60) days after the holder’s
cessation date. On April 3, 2020, the Board approved a six (6) month extension of Employee Warrants beyond their original termination date, provided that in any such case the Employee Warrants will not expire prior to November 4,
2020. Some holders are entitled to accelerated vesting of their Employee Warrants in connection with a termination of their employment by the Corporation without cause. Additionally, if a transaction that would be reasonably likely to result in a
change of control has been proposed to the Board and is actively being pursued by the Corporation, the cessation date, on which the holder ceases to be a director of, or to be employed by or under a contract as a consultant with us, by reason
of termination without cause, then the Board may determine that some or all of such holder’s Employee Warrants will conditionally vest in order to allow the holder to participate in the change of control.
Deferred Share Unit Plan
The Deferred Share Unit
Plan provides
non-employee
directors of the Corporation and its subsidiaries with compensation opportunities that align the interests of
non-employee
directors with
those of Shareholders and attract, retain and motivate
non-employee
directors critical to the long term success of the Corporation and its subsidiaries. The material features of the Deferred Share Unit Plan
are summarized below.
Administration and Eligibility
The Deferred Share Unit Plan is administered by the Board and the HR & Compensation Committee. Eligible Directors may participate in the
Deferred Share Unit Plan.
Award of Deferred Share Units
The Board may direct that all or a portion of the Annual Retainer (the “
Mandatory Deferred Retainer Amount
”) shall be received in the
form of Deferred Share Units. Additionally, each Eligible Director may elect to receive all or a portion of such director’s Annual Retainer that is in excess of the Mandatory Deferred Retainer Amount in the form of Deferred Share Units.
Deferred Share Units credited pursuant to Board direction or Eligible Director election shall vest immediately.
All Deferred Share Units will be
credited to an Eligible Director’s account on the books of the Corporation on the Award Date; provided that, any such date is not a Business Day or in a Blackout Period (as defined in the Deferred Share Unit Plan). The number of Deferred Share
Units credited to each Eligible Director’s account on the Award Date will be determined by dividing (i) the amount of the applicable portion of the Annual Retainer to be credited on that Award Date by (ii) the fair market value as at
the Award Date.
B-28
An Eligible Director’s account shall be credited with additional Deferred Share Units on any
dividend payment date in respect of which normal cash dividends are paid on the Common Shares. Such additional Deferred Share Units shall be computed by dividing (i) the amount obtained by multiplying the amount of the dividend declared and
paid per Common Share by the number of Deferred Share Units recorded in the Eligible Director’s account on the record date for such dividend, by (ii) the fair market value as at the dividend payment date, rounded to the nearest
one-thousandth
of a Deferred Share Unit. Such additional Deferred Share Units shall be subject to the same vesting conditions applicable to the related Deferred Share Units.
Redemption of Deferred Share Units
If an Eligible Director
ceases to hold all positions with the Corporation or its subsidiaries as a result of a Termination Event, the Corporation shall redeem all vested Deferred Share Units credited to an Eligible Director’s account for an amount equal to:
(i) the number of vested Deferred Share Units credited to the Eligible Director’s account or elected by the Eligible Director, as applicable, multiplied by (ii) the fair market value as at that date minus (iii) applicable
withholding taxes (the “
Deferred Share Unit Amount
”). The Deferred Share Unit Amount shall be paid in cash as a
lump-sum
by the Corporation no later than December 31
st
of the year following the year in which the Eligible Director’s Termination Event (or in the case of a United States Eligible Director (as defined in the Deferred Share Unit Plan), separation
from service under Treasury Regulation Section 1.409A
-1(h)
(“
Separation from Service
”)) occurs. Upon payment of the Deferred Share Unit Amount, the Deferred Share Units shall be
cancelled and such Eligible Director shall have no further rights under the Deferred Share Unit Plan in respect of the redeemed Deferred Share Units.
For DSUs granted in 2026, the Board, upon recommendation of the Nominating and Corporate Governance Committee, has resolved that each Eligible Director
that has met or exceeded the share ownership requirements provided in the Corporation’s share ownership guidelines shall have the right to redeem vested DSUs granted in 2026 on a date of their election that is no earlier than December 15,
2026 and no later than December 31st of the year that their Termination Event or Separation from Service occurs.
Notwithstanding the foregoing, if
an Eligible Director becomes an employee of the Corporation or its subsidiaries, such director’s eligibility to participate in the Deferred Share Unit Plan will be suspended for the period during which such director remains an employee. In
such a circumstance, the director shall not be eligible to be credited with additional Deferred Share Units and shall not be eligible for redemption of Deferred Share Units until the date of the Eligible Director’s Termination Event (or in the
case of a United States Eligible Director, the Separation from Service).
Except as otherwise provided in the agreement evidencing the award of
Deferred Share Units, any Deferred Share Units that are unvested on the date of the Eligible Director’s Termination Event (or in the case of a United States Eligible Director, the Separation from Service) shall automatically be forfeited
without additional consideration and the Eligible Director shall have no further rights respecting any such Deferred Share Units.
Reorganization of the
Corporation
The existence of any Deferred Share Units shall not affect in any way the right or power of the Corporation or its Shareholders to
make or authorize any recapitalization, reorganization or other change in the Corporation’s capital structure.
Adjustments
In the event of an adjustment pursuant to a corporate transaction involving a change in the capital of the Corporation, the Board will make such
proportionate adjustments, if any, as the Board in its discretion deems appropriate to reflect such change (for the purpose of preserving the value of the Deferred Share Units), with respect to: (i) the accounts of each Eligible Director and
(ii) the Deferred Share Units outstanding under the Deferred Share Unit Plan; provided, however, that no adjustment will obligate the Corporation to compensate an Eligible Director for a downward fluctuation in the price of Common Shares.
B-29
Amendment or Termination
The Board may amend or suspend any provision of the Deferred Share Unit Plan, or terminate the Deferred Share Unit Plan, at any time without Eligible
Director consent. However, except as set forth in the Deferred Share Unit Plan or as required pursuant to applicable law, no amendment or termination by the Board may adversely affect the rights of an Eligible Director with respect to the Deferred
Share Units to which the Eligible Director is then entitled under the Deferred Share Unit Plan.
Assignment
Except as required by law or in the event of death of the participant, the rights of an Eligible Director under the Deferred Share Unit Plan will not be
transferable or assignable.
Securities authorized for issuance under Equity Compensation Plans
The following table sets out the equity compensation plan information as at December 31, 2025.
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
Equity Compensation Plan Approved by Shareholders
(320,951 Options and
6,855,023 RSUs)
$11.86 (Options)
5,689,952
Equity Compensation Plan Not Approved by Shareholders
-
-
-
Director Compensation
Introduction
The following discussion describes the
significant elements of the compensation program for members of the Board and its Committees. The compensation of directors is designed to attract and retain committed and qualified directors and to align their compensation with the long-term
interests of Shareholders. Excluded Directors will not be entitled to receive any compensation for their service as directors. As at December 31, 2025, Zachary George was considered an Excluded Director.
Director Compensation
The Board, on the
recommendation of the Nominating and Corporate Governance Committee, is responsible for reviewing and approving any changes to the directors’ compensation arrangements. Such compensation arrangements are based on multiple factors, including
the relatively high number of Board meetings held, high level of activity in which the Corporation engages in and the improved balance sheet of the Corporation, relative to previous years.
Effective as of May 28, 2020 and in consideration for serving on the Board, each director (other than Excluded Directors and the Chairman) is paid
an annual cash retainer of $75,000 and $225,000 in compensation to be paid in DSUs. The Chairman will receive annual cash compensation of $125,000 and $575,000 in compensation to be paid in DSUs, subject to the Chairman continuing to serve on the
Board at the time of vesting. Effective January 1, 2025, Eligible Directors that have met or exceeded the share ownership requirements of the Corporation’s share ownership guidelines shall have the right to elect to
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receive up to 50% of their 2025 DSUs in the form of cash. The number of DSUs issuable is determined by the installment payment divided by the fair market value of Common Shares at each
installment date. If a change of control occurs, all DSU grants referred to in the immediately preceding paragraphs will immediately vest.
All
directors are reimbursed for their reasonable
out-of-pocket
expenses incurred while serving as directors.
The aggregate of compensation and benefits in kind, accrued or paid to directors in the year ended December 31, 2025 for services in all capacities
was $962,500
(2024 - $443,750).
The following table sets out the compensation provided to the directors for Fiscal 2025:
Name
Fees
earned
($)
Share-
based
awards ($)
Option-
based
awards
($)
Non-equity
incentive plan
compensation
($)
Pension
value
($)
All other
compensation
($)
Total
($)
Bryan Pinney
100,000
200,000
—
—
—
—
300,000
Gregory Mills
412,500
287,500
—
—
—
—
700,000
Zachary George
(1)
—
—
—
—
—
—
—
Lori Ell
187,500
112,500
—
—
—
—
300,000
Gregory Turnbull
187,500
112,500
—
—
—
—
300,000
Frank Krasovec
75,000
225,000
—
—
—
—
300,000
J. Carlo Cannell
—
300,000
—
—
—
—
300,000
Notes:
(1)
See “
Summary Compensation Table
” above for Mr. George’s compensation as a NEO of the
Corporation.
Outstanding Share-Based Awards and Option-Based Awards
The following table sets out information on the outstanding Employee Warrants and other option-based awards held by each of the Corporation’s
directors as at December 31, 2025.
Name
Number of Common
Shares underlying
unexercised
option-based
awards
Exercise
price ($)
Expiration date
Value of
unexercised
in-the-money
option-based
awards ($)
Bryan Pinney
—
—
—
—
B-31
Name
Number of Common
Shares underlying
unexercised
option-based
awards
Exercise
price ($)
Expiration date
Value of
unexercised
in-the-money
option-based
awards ($)
Gregory Mills
8,000
75.00
5 years from
vest date
—
Zachary George
—
—
—
—
Lori Ell
—
—
—
—
Gregory Turnbull
—
—
—
—
Frank Krasovec
—
—
—
—
J. Carlo Cannell
—
—
—
—
The following table sets out information on the outstanding share-based awards held by each of the Corporation’s
directors as at December 31, 2025.
Name
Number of
Common Shares
underlying
unvested
share-based
awards
Value of share-based
awards that have not
vested
Value of vested
share-based
awards not
distributed
Bryan Pinney
DSUs: —
—
$1,424,109
Gregory Mills
DSUs: —
—
$3,293,715
Zachary George
—
—
$5,688
Lori Ell
DSUs: —
—
$1,090,720
Gregory Turnbull
DSUs: —
—
$1,291,606
Frank Krasovec
DSUs: —
—
$672,873
J. Carlo Cannell
DSUs: —
—
$340,333
Incentive Plan Awards – Value Expected to be Vested or Earned During the Year
The following table sets out, for each of the Corporation’s directors, the value of the option-based awards and share based awards that vested in
accordance with their terms during Fiscal 2025.
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Name and Principal Position
Option-Based Awards –
Value Vested during 2025
Share-Based Awards –
Value Vested During 2025
Bryan Pinney
—
$200,000
Gregory Mills
—
$287,500
Zachary George
—
—
Lori Ell
—
$112,500
Gregory Turnbull
—
$112,500
Frank Krasovec
—
$225,000
J. Carlo Cannell
—
$300,000
Director Share Ownership Guidelines
The Corporation has adopted share ownership guidelines for directors (other than Excluded Directors) to further align the interests of such directors
with those of Shareholders. The ownership guidelines establish minimum equity ownership levels for each director, other than Excluded Directors, based on a three times multiple of their Annual Retainer. Directors will be expected to meet the
prescribed ownership levels within five (5) years of the later of: (i) the completion of the initial public offering of the Common Shares of the Corporation; and (ii) the date of their appointment to the Board. Common Shares and other
equity-based awards will be included in determining an individual’s equity ownership value.
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APPENDIX “C”
AUDIT COMMITTEE MANDATE
Effective as and
from July 31, 2019
Amended November 3, 2025
ROLE AND OBJECTIVE
The Audit Committee (the
“
Committee
”) is a committee of the board of directors (the “
Board
”) of SNDL Inc. (the “
Corporation
”) to which the Board has delegated its responsibility for oversight of the nature and scope
of the Corporation’s annual audit, management’s reporting on internal accounting standards and practices, financial information and accounting systems and procedures, financial reporting and statements and recommending, for Board
approval, the audited financial statements and other mandatory disclosure releases containing financial information. The objectives of the Committee, with respect to the Corporation and its subsidiaries, are as follows:
●
to assist directors to meet their responsibilities in respect of the preparation and disclosure of the financial
statements of the Corporation and related matters;
●
to facilitate communication between the Board and external auditors;
●
to ensure the independence of the external auditors;
●
to review management’s implementation and maintenance of an effective system of internal control over financial
reporting and disclosure control over financial reporting;
●
to provide oversight of the credibility and objectivity of financial reports; and
●
to facilitate
in-depth
discussions between directors on the Committee,
management and external auditors.
The primary responsibility for the financial reporting, information systems, risk management
and internal and disclosure controls of the Corporation is vested in management and overseen by the Board. At each meeting, the Committee may meet separately with management and will meet in separate, closed sessions with the external auditors and
then with the independent directors in attendance.
MANDATE AND RESPONSIBILITIES OF COMMITTEE
Financial Reporting and Related Public Disclosure
1.
It is a primary responsibility of the Committee to review and recommend for approval to the Board the annual and
quarterly financial statements of the Corporation. The Committee is also to review and recommend to the Board for approval the financial statements and related information included in prospectuses, management discussion and analysis, financial press
releases, information circular-proxy statements and annual information forms, including financial outlooks and future-oriented financial information included therein. The process should include but not be limited to:
a.
reviewing changes in accounting principles, or in their application, which may have a material impact on the current
or future years’ financial statements;
b.
reviewing significant management judgments and estimates that may be material to financial reporting including
alternative treatments and their impacts;
c.
reviewing the presentation and impact of any significant risks and uncertainties that may be material
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to financial reporting including alternative treatments and their impacts;
d.
reviewing accounting treatment of significant, unusual or
non-recurring
transactions;
e.
reviewing adjustments raised by the external auditors, whether or not included in the financial statements;
f.
reviewing unresolved differences between management and the external auditors;
g.
determining through inquiry whether transactions entered into by the Corporation constitute related party transactions
under applicable securities laws, ensuring the nature and extent of such transactions are properly disclosed and, where appropriate, approving and ratifying such transactions; and
h.
reviewing all financial reporting relating to risk exposure including the identification, monitoring and mitigation of
business risk and its disclosure.
2.
The Committee shall satisfy itself that adequate procedures are in place for the review of the Corporation’s
public disclosure of financial information from the Corporation’s financial statements and periodically assess the adequacy of those procedures.
Internal Controls Over Financial Reporting and Information Systems
1.
It is the responsibility of the Committee to satisfy itself on behalf of the Board with respect to the
Corporation’s internal control over financial reporting and information systems. The process should include but not be limited to:
a.
inquiring as to the adequacy and effectiveness of the Corporation’s system of internal controls over financial
reporting and review the evaluation of internal controls over financial reporting by external auditors;
b.
establishing a whistleblowing policy for the confidential, anonymous submission by employees of the Corporation of
concerns relating to accounting, internal control over financial reporting, auditing or matters arising out of the Corporation’s code of business conduct and ethics and periodically review a summary of complaints and their related resolution;
and
c.
establishing procedures for the receipt, retention and treatment of complaints received by the Corporation regarding
accounting, internal accounting controls, or auditing matters.
External Auditors
1.
With respect to the appointment of external auditors by the Board, the Committee shall:
a.
be directly responsible for overseeing the work of the external auditors engaged for the purpose of issuing an
auditors’ report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditors regarding financial reporting;
b.
review the terms of engagement of the external auditors, including the appropriateness and reasonableness of the
auditors’ fees;
c.
review and evaluate annually the external auditors’ performance, and periodically (at least every five years)
conduct a comprehensive review of the external auditors;
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d.
recommend to the Board appointment of external auditors and the compensation of the external auditors;
e.
when there is to be a change in auditors, review the issues related to the change and the information to be included
in the required notice to securities regulators of such change;
f.
review and approve any
non-audit
services to be provided by the external
auditors’ firm and consider the impact on the independence of the auditors;
g.
between scheduled meetings, the chair of the Committee (the “
Committee Chair
”) is authorized to
approve all audit related services and
non-audit
services provided by the external auditors for individual engagements with estimated fees of $25,000 and under and report all such approvals to the Committee at
its next scheduled meeting;
h.
inquire as to the independence of the external auditors and obtain, at least annually, a formal written statement
delineating all relationships between the external auditors and the Corporation;
i.
review the Annual Report of the Canadian Public Accountability Board (“
CPAB
”) concerning audit
quality in Canada and discuss implications for the Corporation;
j.
review any reports issued by CPAB regarding the audit of the Corporation; and
k.
discuss with the external auditors, without management being present, the quality of the Corporation’s financial
and accounting personnel, the completeness and accuracy of the Corporation’s financial statements and elicit comments of senior management regarding the responsiveness of the external auditors to the Corporation’s needs.
2.
The Committee shall review with the external auditors (and the internal auditor if one is appointed by the
Corporation) their assessment of the internal control over financial reporting of the Corporation, their written reports containing recommendations for improvement of internal control over financial reporting and other suggestions as appropriate,
and management’s response and
follow-up
to any identified weaknesses.
3.
The Committee shall also review and approve annually with the external auditors their plan for their audit and, upon
completion of the audit, their reports upon the financial statements of the Corporation and its subsidiaries.
Compliance
1.
It is the responsibility of the Committee to review management’s process for the certification of annual and
interim financial reports in accordance with required securities legislation.
2.
It is the responsibility of the Committee to review compliance with financial covenants under loan agreements.
3.
The Committee shall review the Corporation’s compliance with all legal and regulatory requirements as it
pertains to financial reporting, taxation, internal control over financial reporting and any other area the Committee considers to be appropriate relative to its mandate or as may be requested by the Board.
Other Matters
1.
It is the responsibility of the Committee to review and approve the Corporation’s hiring policies regarding
partners, employees and former partners and employees of the present and external auditors of the Corporation.
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2.
The Committee may also review any other matters that the Committee feels are important to its mandate or that the
Board chooses to delegate to it.
COMPOSITION
1.
This Committee shall be composed of at least three individuals appointed by the Board from amongst its members, all of
whom shall be independent (within the meaning of section 1.4 and 1.5 of
National Instrument
52-110
Audit Committees
(“
NI
52-110
”)) unless the
Board determines to rely on an exemption in NI
52-110.
2.
The Committee Chair shall be appointed by the Board.
3.
A quorum shall be a majority of the members of the Committee.
4.
All of the members must be financially literate (within the meaning section 1.6 of NI
52-110)
unless the Board has determined to rely on an exemption in NI
52-110.
Being “financially literate” means members have the ability to read and
understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the
Corporation’s financial statements.
5.
One of the Committee members shall be designated an “audit committee financial expert” within the meaning
of the rules of the SEC.
MEETINGS
1.
The Committee shall meet at least four times per year and/or as deemed appropriate by the Committee Chair.
2.
The Committee shall meet not less than quarterly with the auditors, independent of the presence of management.
3.
Agendas, proposed by the Committee Chair and with input from management, shall be circulated to Committee members and
relevant management personnel along with background information on a timely basis prior to Committee meetings.
4.
The chief executive officer and the chief financial officer of the Corporation or their designates shall be available
to attend at all meetings of the Committee upon the invitation of the Committee.
5.
Other employees of the Corporation shall attend meetings upon invitation by the Committee should the Committee deem
them necessary for the provision of information.
REPORTING / AUTHORITY
1.
Following each meeting of the Committee, in addition to a verbal report, the Committee will report to the Board by way
of providing copies of the minutes of such Committee meeting at the next Board meeting, which minutes may still be in draft form.
2.
Supporting schedules and information reviewed by the Committee shall be available for examination by any director.
3.
The Committee shall have access to any and all books, records, facilities and personnel of the Corporation and will be
able to request any information about the Corporation as it may deem appropriate.
4.
The Committee shall have the authority to investigate any financial activity of the Corporation and to communicate
directly with the internal and external auditors. All employees are to cooperate as
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requested by the Committee.
5.
The Committee may retain, and set and pay the compensation for, persons having special expertise and/or obtain
independent professional advice to assist in fulfilling its duties and responsibilities at the expense of the Corporation.
6.
The Committee shall annually review this mandate and make recommendations to the Board as to proposed changes.
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APPENDIX “D”
BOARD MANDATE
Effective as and from
December 19
th
, 2022
Amended June 25, 2024
1.
GENERAL
The Board of Directors (the “
Board
”) of SNDL Inc. (the “
Corporation
”) is responsible for the stewardship of the
Corporation’s affairs and the activities of management of the Corporation in the conduct of day to day business, all for the benefit of its shareholders.
The primary responsibilities of the Board are:
(a)
to maximize long term shareholder value;
(b)
to approve the strategic plan of the Corporation;
(c)
to ensure that processes, controls and systems are in place for the management of the business and affairs of the
Corporation and to address applicable legal and regulatory compliance matters;
(d)
to maintain the composition of the Board in a way that provides an effective mix of skills and experience to provide
for the overall stewardship of the Corporation;
(e)
to ensure that the Corporation meets its obligations on an ongoing basis and operates in a safe and reliable manner;
and
(f)
to monitor the performance of the management of the Corporation to ensure that it meets its duties and
responsibilities to the shareholders.
2.
COMPOSITION AND OPERATION
The number of directors shall be not less than the minimum and not more than the maximum number specified in the Corporation’s articles and shall
be set from time to time within such limits by resolutions of the shareholders or of the Board as may be permitted by law. A majority of the Board will be comprised of “independent” members as such term is referred to in the Nasdaq Rules
and in National Instrument 58- 101 –
Disclosure of Corporate Governance Practices
. The Board will analyze the application of the “independent” standard on an annual basis and disclose that analysis. A minimum of
one-quarter
(25%) of the board must be resident Canadians, as required under applicable laws. Directors are elected to hold office for a term of one year. The Board will in each year appoint a chairperson of the
Board (the “
Chairperson
”), such appointment being subject to any agreement providing for nomination rights to the Board.
The
Board operates by delegating authority to management where appropriate and by reserving certain powers to itself. The Board retains the responsibility of managing its own affairs including selecting its Chairperson, nominating candidates for
election to the Board, constituting committees of the Board and determining compensation for the directors. Subject to the articles and
by-laws
of the Corporation and the
Business Corporations Act
(Alberta) (the “
ABCA
”), the Board may constitute, seek the advice of, and delegate certain powers, duties and responsibilities to committees of the Board.
D-1
3.
MEETINGS
The Board shall have a minimum of four regularly scheduled meetings per year. Special meetings shall be called as necessary. Occasional Board trips are
scheduled, if possible, in conjunction with regular Board meetings, to offer directors the opportunity to visit sites and facilities at different operational locations. A quorum for a meeting of the Board shall consist of a simple majority of the
members of the Board. The Board will schedule executive sessions where directors meet with or without management participation at each regularly-scheduled meeting of the Board.
The independent members of the Board will meet, as required, without the presence of
non-independent
Board
members and management before or after each regularly-scheduled meeting of the Board. The independent members of the Board may also hold other meetings at such time and with such frequency as the independent members of the Board deem necessary.
SPECIFIC DUTIES
(a)
Oversight and Overall Responsibility
In fulfilling its responsibility for the stewardship of the affairs of the Corporation, the Board shall be specifically responsible for:
(i)
providing leadership and direction to the Corporation and management with the view to maximizing shareholder value.
Directors are expected to provide creative vision, initiative and experience in the course of fulfilling their leadership role;
(ii)
appointing the Chief Executive Officer (“
CEO
”) of the Corporation;
(iii)
approving the corporate goals and objectives for which the CEO will be responsible for meeting, and reviewing the
performance of the CEO against such corporate goals and objectives;
(iv)
satisfying itself as to the integrity of the CEO and other senior officers of the Corporation and ensuring that a
culture of integrity is maintained throughout the Corporation;
(v)
approving the significant policies and procedures by which the Corporation is operated and monitoring compliance with
such policies and procedures, and, in particular, compliance by all directors, officers, employees, consultants and contractors with the provisions of the Corporation’s Code of Business Conduct and Ethics;
(vi)
reviewing and approving material transactions involving the Corporation, including material investments by the
Corporation ;
(vii)
reviewing and approving the delegation of authority policies of the Corporation;
(viii)
approving budgets, monitoring operating performance and ensuring that the Board has the necessary information,
including key business and competitive indicators, to enable it to discharge its duties and take any remedial action it deems necessary;
(ix)
establishing methods by which interested parties may communicate directly with the Chairperson or with the independent
directors as a group and cause such methods to be disclosed;
D-2
(x)
developing, constituting and reviewing mandates for committees of the Board;
(xi)
developing written position descriptions for the Chairperson and for the chair of each Board committee; and
(xii)
making regular assessments of the Board and its individual members, as well as the effectiveness and contributions of
each Board committee.
(b)
Legal Requirements
(i)
The Board has the oversight responsibility for meeting the Corporation’s legal requirements and for properly
preparing, approving and maintaining the Corporation’s documents and records.
(ii)
The Board has the statutory responsibility to:
A.
manage the business and affairs of the Corporation;
B.
act honestly and in good faith with a view to the best interests of the Corporation;
C.
exercise the care, diligence and skill that responsible, prudent people would exercise in comparable circumstances;
and
D.
act in accordance with its obligations contained in the ABCA and the regulations thereto, the articles and
by-laws
of the Corporation, and other relevant legislation and regulations.
(iii)
Except by resolution of the Board delegating the power to consider the following to management or a committee of the
Board, the Board shall consider the following matters as a full Board:
A.
the filling of vacancies in the Board;
B.
the change of membership of, or the filling of vacancies in, any committee of the directors;
C.
the appointment or removal of officers appointed by the directors; and
D.
such other matters as are prescribed by applicable laws.
(c)
Independence
The Board shall have the responsibility to:
(i)
implement appropriate structures and procedures to permit the Board to function independently of management
(including, without limitation, through the holding of meetings at which
non-independent
directors and management are not in attendance, if and when appropriate);
(ii)
implement a system which enables an individual director to engage outside advisors at the expense of the Corporation
in appropriate circumstances; and
(iii)
provide an orientation and education program for newly appointed members of the Board.
D-3
(d)
Strategy Determination
The Board shall:
(i)
adopt and annually review a strategic planning process and approve the corporate strategic plan, which takes into
account, among other things, the opportunities and risks of the Corporation’s business; and
(ii)
annually review operating and financial performance results relative to established strategy, budgets and objectives.
(e)
Managing Risk
The Board has the responsibility to understand and monitor management’s assessment of the principal risks of the
Corporation’s business, to achieve a proper balance between risks incurred and the potential return to shareholders, and to ensure that appropriate systems and action plans are in place which effectively monitor and manage those risks with a
view to the long-term viability of the Corporation.
(f)
Appointment, Training and Monitoring of Senior Management
The Board shall:
(i)
appoint the CEO and other senior officers of the Corporation, approve (upon recommendations from the HR &
Compensation Committee) their compensation, and monitor and assess the CEO’s performance against a set of mutually agreed corporate objectives directed at maximizing shareholder value;
(ii)
ensure that a process is established that adequately provides for succession planning including the appointment,
training and monitoring of senior management;
(iii)
establish limits of authority delegated to management; and
(iv)
develop written position descriptions for the CEO.
(g)
Reporting and Communication
The Board has the responsibility to:
(i)
verify that the Corporation has in place policies and programs to enable the Corporation to communicate effectively
with its shareholders, other stakeholders and the public generally;
(ii)
verify that the financial performance of the Corporation is reported to securityholders and regulators on a timely and
regular basis;
(iii)
verify that the financial results of the Corporation are reported fairly and in accordance with International
Financial Reporting Standards or such accounting principles as are required under applicable laws;
(iv)
verify the timely reporting of any other developments that have a significant and material impact on the Corporation;
D-4
(v)
report annually to shareholders on its stewardship of the affairs of the Corporation for the preceding year; and
(vi)
develop appropriate measures for receiving stakeholder feedback.
(h)
Monitoring and Acting
The Board has the responsibility to:
(i)
review and approve the Corporation’s financial statements and oversee the Corporation’s compliance with
applicable audit, accounting and reporting requirements;
(ii)
verify that the Corporation operates at all time within applicable laws to the highest ethical and moral standards;
(iii)
approve and monitor compliance with significant policies and procedures by which the Corporation operates;
(iv)
monitor the Corporation’s progress towards its goals and objectives and to work with management to revise and
alter its direction in response to changing circumstances;
(v)
take such action as it determines appropriate when the Corporation’s performance falls short of its goals and
objectives or when other special circumstances warrant; and
(vi)
verify that the Corporation has implemented appropriate internal control and management information systems.
(i)
Other Activities
The Board may perform any other activities consistent with this mandate, the articles and
by-laws
of the Corporation and any other governing laws as the Board deems necessary or appropriate including, but not limited to:
(i)
preparing and distributing the schedule of Board meetings for each upcoming year;
(ii)
calling meetings of the Board at such time and such place and providing notice of such meetings to all members of the
Board in accordance with the articles of the Corporation; and
(iii)
ensuring that all regularly-scheduled Board meetings and committee meetings are properly attended by directors.
Directors may participate in such meetings by conference call if attendance in person is not possible.
(iv)
Code of Business Conduct and Ethics
The Board shall be responsible to adopt a “Code of Business Conduct and Ethics” for the Corporation which shall address:
(i)
conflicts of interest;
(ii)
the protection and proper use of the Corporation’s investments and opportunities;
D-5
(iii)
the confidentiality of information;
(iv)
fair dealing with various stakeholders of the Corporation;
(v)
compliance with laws, rules and regulations; and
(vi)
the reporting of any illegal or unethical behaviour.
4.
BOARD COMMITTEES
The Board shall at all times maintain: (a) an Audit Committee; (b) a Governance and Nominating Committee; and (c) a HR &
Compensation Committee, each of which must report to the Board. Each such committee must operate in accordance with the articles and
by-laws
of the Corporation, applicable law, its committee charter and the
applicable policies of any stock exchange on which the securities of the Corporation are traded. The Board may also establish such other committees as it deems appropriate and delegate to such committees such authority permitted by articles and
by-laws
of the Corporation and applicable law, and as the Board sees fit. The purpose of the Board committees is to assist the Board in discharging its responsibilities. Notwithstanding the delegation of
responsibilities to a Board committee, the Board is ultimately responsible for matters assigned to the committees for determination. Except as may be explicitly provided in the charter of a particular committee or a resolution of the Board, the role
of a Board committee is to review and make recommendations to the Board with respect to the approval of matters considered by the committee.
5.
DIRECTOR ACCESS TO MANAGEMENT
The Corporation shall provide each director with complete access to the management of the Corporation, subject to reasonable advance notice to the
Corporation and reasonable efforts to avoid disruption to the Corporation’s management, business and operations.
6.
DIRECTOR COMPENSATION
The Board, upon recommendation of the Nominating and Corporate Governance Committee, will determine and review the form and amount of compensation to
directors, if any.
D-6
APPENDIX “E” SHARE CONSOLIDATION RESOLUTION
“
BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1.
SNDL Inc. (the “
Corporation
”) be and it is hereby authorized to file articles of amendment under
the
Business Corporations Act
(Alberta) (the “
ABCA
”) to amend its articles (“
Articles
”) to change the number of issued and outstanding common shares of the Corporation (the “
Common
Shares
”) by consolidating the issued and outstanding Common Shares (the “
Share Consolidation
”) on the basis of not more than one (1) post-consolidation Common Share for every ten
(10) pre-consolidation
Common Shares and not less than one (1) post-consolidation Common Share for every two
(2) pre-consolidation
Common Shares (the
“
Ratio Range
”), such amendment to be implemented and become effective at a date to be determined by the board of directors of the Corporation (the “
Board
”) when the Board considers it to be in the best interests
of the Corporation to implement such Share Consolidation, which is expected to be prior to October 31, 2026, but in any event not later than one (1) year after the date on which this resolution is approved.
2.
The amendment to the Articles giving effect to the Share Consolidation will provide that no fractional Common Shares
will be issued in connection with the Share Consolidation and that the number of post-consolidation Common Shares to be received by a registered shareholder will be rounded down to the nearest whole number of Common Shares that such holder would
otherwise be entitled to receive upon the implementation of the Share Consolidation.
3.
The exact ratio, within the Ratio Range, to be used for the Share Consolidation, will be set by the Board in its sole
discretion at such time as the Board determines it is in the best interests of the Corporation to implement the Share Consolidation without further notice to the shareholders of the Corporation.
4.
Notwithstanding that this special resolution has been duly adopted by the shareholders of the Corporation, the Board
be and it is hereby authorized, in its sole discretion, to revoke this special resolution in whole or in part at any time prior to it being given effect without further notice to, or approval of, the shareholders of the Corporation.
5.
Any director or any officer of the Corporation be, and each of them is hereby, authorized and directed for and in the
name and on behalf of the Corporation, to execute and deliver such notices, instruments or documents, including, without limitation, the articles of amendment to the Registrar appointed under the ABCA, and to do such acts and things as in the
opinion of such director or officer, may be necessary or desirable to give effect to this special resolution, such determination to be conclusively evidenced by the execution and delivery of such notices, instruments or documents or the doing of any
such act or thing.”
E-1
QUESTIONS?
NEED HELP VOTING?
Contact us:
North American Toll Free Phone Number:
1.888.518.1560
Website:
www.VoteSNDL.com
E-mail:
contactus@kingsdaleadvisors.com
Fax
Number:
1.416.867.2339
Toll-Free Fax Number:
1.866.545.5580
Call or Text (U.S.):
646.741.5795
Call or Text (Canada and
International):
437.561.5009

----- d152044dex992.htm -----
EX-99.2
3
d152044dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
SNDL Inc.
Form of Proxy – Annual and Special Meeting to be held on October 15,
2026
Trader’s Bank Building
702, 67 Yonge Street
Toronto ON M5E 1J8
Appointment of Proxyholder
I/We being the
undersigned holder(s) of common shares of SNDL Inc. (the “Corporation”) hereby appoint Zachary George, or failing this person, Matthew Husson (the “Management Nominees”)
OR
Print the name of the person you are appointing if this person is someone
other than the Management Nominees listed herein:
as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in
accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of shareholders of the Corporation to be held as a virtual
only meeting via live audio webcast online at:
https://meetings.lumiconnect.com/400-607-609-65
using the password
“SNDL2026” (case sensitive) on October 15, 2026 at 10:00 a.m. (Toronto time) (the “Meeting”) or at any adjournment or postponement thereof.at
or at any adjournment thereof.
1.
Number of Directors.
To set the number of directors to be elected at the Meeting at five (5).
For
☐
Against
☐
2.
Election of Directors.
For
Withhold
For
Withhold
For
Withhold
a.
Gregory Mills
☐
☐
b.  Lori Ell
☐
☐
c.  Zachary George
☐
☐
d.
Bryan Pinney
☐
☐
e.  Gregory G. Turnbull
☐
☐
3.
Appointment of Auditors.
Re-appoint
CBIZ CPAs P.C. (successor to Marcum LLP) as the auditor of the
Corporation for the ensuing year at such remuneration as may be fixed by the board of directors of the Corporation.
For
☐
Withhold
☐
4.
Share Consolidation.
Consider and, if deemed advisable, approve a special resolution, with or without amendment, approving the consolidation of
the common shares of the Corporation on the basis of no less than one (1) post-consolidation common share for two
(2) pre-consolidation
common shares and no more than one (1) post-consolidation
common share for ten
(10) pre-consolidation
common shares, with the exact ratio to be set by the board of directors at such time they decide to implement such consolidation, which is expected to be before
October 31, 2026, but in any event not later than one (1) from the date of the Meeting (or any adjournment or postponement thereof), as more particularly described in the Corporation’s information circular for the
Meeting.
For
☐
Against
☐
Authorized Signature(s) – This section must be completed for your instructions to be executed.
Signature(s):
Date
I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above,
this Proxy will be voted as recommended by management of the Corporation (“Management”).
MM / DD / YY
Interim Financial Statements
– Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail.
See reverse for instructions to sign up for delivery by email.
☐
Annual Financial Statements
– Check the box to the right if you would like to NOT RECEIVE the Annual Financial Statements and accompanying Management’s Discussion and
Analysis by mail. See reverse for instructions to sign up for delivery by email.
☐
DN:
INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR
PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:
This form of proxy is solicited by and on behalf of
Management.
Proxies must be received by 10:00 a.m., Toronto time, October 13, 2026.
Notes to Proxy
1.  Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the
Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
2.  If the securities are registered in the name of more than one holder (for example, joint ownership, trustees,
executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to
sign this proxy with signing capacity stated.
3.  This proxy should be signed in the exact manner as the name
appears on the proxy.
4.  If this proxy is not dated, it will be deemed to bear the date on which it is mailed
by Management to the holder.
5.  The securities represented by this proxy will be voted as directed by the
holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
6.  The securities represented by this proxy will be voted or withheld from voting, in accordance with the
instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7.  This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of
Meeting or other matters that may properly come before the meeting.
8.  This proxy should be read in
conjunction with the accompanying documentation provided by Management.
To Vote Your Proxy Online please visit:
https://vote.odysseytrust.com
You will require the CONTROL NUMBER printed with your
address to the
right.
To Virtually Attend the Meeting:
You can attend the Meeting virtually by visiting
https://web.lumiagm.com and entering the meeting ID
400-607-609-653.
You will require your
12-digit
control number printed on the right side of this page. The meeting password is “SNDL2026” (case
sensitive).
If you vote by Internet,
do not mail
this proxy.
To request the receipt of future documents via email and/or to sign up for Securityholder Online
services, you may contact Odyssey Trust Company at
https://odysseytrust.com/ca-en/help/
.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has
been enclosed for voting by mail.

----- d152044dex993.htm -----
EX-99.3
4
d152044dex993.htm
EX-99.3
EX-99.3
Exhibit 99.3
NOTICE AND ACCESS NOTIFICATION
& AVAILABILITY OF PROXY MATERIALS
FOR
SNDL INC.’s
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
MEETING DATE AND LOCATION
Date and Time:
Thursday, October 15, 2026 at 10:00a.m. (Toronto Time)
Location:
virtual-only meeting via live audio webcast online at:
https://meetings.lumiconnect.com/400-607-609-653
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 virtually via live audio webcast online at:
https://meetings.lumiconnect.com/400-607-609-653
on Thursday, October 15, 2026 at 10:00 a.m. (Toronto Time).
NOTICE AND ACCESS
You are receiving this notification because SNDL has elected to use the
notice-and-access
provisions (“
Notice and Access
”) under National Instrument
54-101
–
Communications with Beneficial Owners of Securities of
a Reporting Issuer
for the meeting in respect of mailings to beneficial Shareholders (“
Beneficial
Shareholders
”).
Notice and Access method of delivery allows the Corporation to deliver the proxy materials for the Meeting to Beneficial Shareholders over the internet.
The proxy materials for the Meeting are available to Beneficial Shareholders for viewing and downloading online.
Beneficial Shareholders are reminded to
access and review the information circular (the “Circular”) and other proxy materials available online prior to voting.
NOTICE AND ACCESS
Materials for the Meeting are available at:
www.VoteSNDL.com
or
www.sedarplus.com
or
https://odysseytrust.com/client/sndlinc/
Obtaining Paper Copies Meeting Materials
Beneficial
Shareholders may request to receive paper copies of the Meeting materials by mail at no cost. Requests for paper copies must be received by October 6, 2026, for the paper copies to be delivered in advance of the voting instruction deadline and
the Meeting. Shareholders may request paper copies of the Meeting materials up to one (1) year from the date the Meeting materials were filed on www.sedarplus.com. For more information regarding Notice and Access or to obtain paper copies of
the Meeting materials, please contact our transfer agent, Odyssey Trust Company, via their website at
www.odysseycontact.com
or by phone at
1-888-290-1175
(within North America) or
1-587-885-0960
(outside North America).
Stratification
The Corporation is not adopting stratification procedures in relation to the use of Notice and Access.
BUSINESS OF THE MEETING
The resolutions to be voted on at the Meeting, described in detail in the Circular in the section titled
“Particulars of the Matters to be Acted Upon at the Meeting”, are as follows:
Financial Statements:
Receive and consider the audited financial statements of the Corporation for the year ended December 31, 2025 and the
auditors’ report thereon.
Number of Directors:
Shareholders will be asked to set the number of directors of the Corporation at five (5).
Election of Directors:
Shareholders will be asked to elect five (5) directors for the ensuing year or until their successors are appointed or
elected.
Appointment of Auditor:
Shareholders will be asked to
re-appoint
CBIZ CPAs P.C. (successor to Marcum LLP) as the
auditors of the Corporation for the ensuing year and to authorize SNDL’s board of directors to fix the auditor’s remuneration.
Approval of Share Consolidation:
Shareholders will be asked to consider and, if deemed advisable, approve a special resolution, with or without amendment, approving
the consolidation of the Common Shares on the basis of 1:2 to 1:10,with the exact ratio to be set by the board of directors at such time they decide to implement such consolidation, which is expected to be before October 31, 2026,
but in
any event not later than one (1) year from the date of the Meeting (or any postponement or adjournment thereof),
as more particularly described in the Circular.
Other Business:
Shareholders may be asked to transact other items of business that may be properly brought before the meeting or any adjournment or
postponement thereof
.
VOTING YOUR COMMON SHARES
Your vote is important, regardless of the number of Common Shares you hold.
Voting is quick and easy for
Beneficial Shareholders. To cast your vote, please refer to the instructions on the enclosed Voting Instruction Form. Your Voting Instruction Form must be received by 10:00 a.m. (Toronto time) on October 13, 2026.
QUESTIONS? NEED HELP VOTING? CONTACT KINGSDALE ADVISORS
SNDL has retained Kingsdale Advisors as its strategic shareholder advisor and proxy solicitation agent in connection with
the Meeting. Beneficial Shareholders who have any questions or require assistance with voting may contact Kingsdale Advisors using the contact information provided below.
●
Toll-free in North America:
1-888-518-1560
●
Call or Text (U.S.):
646-741-5795
●
Call or Text (Canada and International):
437-561-5009
●
Email:
contactus@kingsdaleadvisors.com
For further information, please visit
www.VoteSNDL.com
or scan the QR code.