Notice of Annual General Meeting/Proxy Form

2021 ANNUAL GENERAL MEETING DOCUMENTS

For personal use only

Melbourne, Australia, 12 November 2021 - Cronos Australia Limited (ASX:CAU, "Cronos Australia" or the "Company") is pleased to provide the Notice of Meeting and accompanying Explanatory Statement in relation to the Company's 2021 Annual General Meeting ("AGM") of shareholders which is to be held at 3.30 pm (AEDT) on Wednesday, 15 December 2021.

As announced on 14 September 2021, the Company has executed a Merger Implementation Agreement to acquire 100% of the issued capital of Queensland-based medicinal cannabis company CDA Health Pty Ltd ("Merger"). As part of the Merger, certain approvals are required from the shareholders of the Company. A total of 16 separate resolutions relating to the Merger are included in the attached documents for the AGM.

In line with the federal and state government's current public health restrictions on large public gatherings in response to the COVID-19 pandemic, there will be no ability to attend the AGM in person. Shareholders may attend and participate in the AGM (including voting on resolutions) via the online virtual platform, in respect of which further details are set out in the attached Notice of Meeting.

** ENDS **

Cronos Australia Limited | www.cronosaustralia.com | ASX:CAU

ACN 629 071 594 | PO Box 6168, South Yarra VIC 3141

For personal use only

About Cronos Australia Limited

The vision of Cronos Australia is to become a leading health and wellness company in the Asia Pacific region through the creation and distribution of premium medical and consumer cannabinoid products and services. The Company's largest shareholder is Cronos Group Inc. (NASDAQ:CRON; TSX:CRON). Cronos Australia Limited is listed on the ASX (ASX:CAU).

• Cronos Australia distributes the Adaya and PEACE NATURALS™ ranges of medicinal cannabis products nationwide in Australia through medical practitioners via the Special Access Scheme and Authorised Prescribers.
  Seewww.adaya.co
• Cronos Australia owns 75.5% of Cannadoc Health Pty Ltd, a medicinal cannabis clinic business that undertakes face-to-face and nationwide telehealth consultations with patients seeking access to medicinal cannabis.
  Seewww.cannadoc.com.auandwww.cannadoc.co.nz
• Cronos Australia has established operations in Hong Kong and Japan for the development of ranges of cannabinoid brands and products and their distribution into global consumer markets. The current three ranges of products are Bathing Shed, FCTR and Saiph.
  Seewww.bathingshed.com,www.getfctr.comandwww.saiphlife.com
• Cronos Australia has a 50/50 joint venture with A&S Branding, the founders of Sukin Organic Skincare, for the development of CBD products for sale in domestic and export markets.

Merger announced with CDA Health Pty Ltd

On 14 September 2021, Cronos Australia announced a merger with CDA Health Pty Ltd, which is expected to close, subject to shareholder and other approvals, on or about 16 December 2021.

Authorised by

Rodney Cocks, Chief Executive Officer and Executive Director

Contact

Cronos Australia Limited

Rodney Cocks

Chief Executive Officer & Executive Director 1300 799 491 [e-mail]

Forward-looking statements

This announcement may include forward-looking statements. These forward-looking statements are based on Cronos Australia's expectations and beliefs concerning future events. Forward-looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of Cronos Australia, which could cause actual results to differ materially from such statements. Cronos Australia makes no undertaking to update or revise the forward-looking statements made in this announcement to reflect any change in circumstances or events after the date of this announcement.

Cronos Australia Limited | www.cronosaustralia.com | ASX:CAU

ACN 629 071 594 | PO Box 6168, South Yarra VIC 3141

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onlyNotice of annual general meeting and explanatory statement

Cronos Australia Limited

ACN 629 071 594

Date:	Wednesday, 15 December 2021
Time:	3.30pm (Melbourne time)
use	This meeting will be conducted as a virtual meeting, accessible online
Location:

personal	IMPORTANT INFORMATION REGARDING COVID-19: Due to the COVID-19 pandemic, the Meeting will be held
as a virtual meeting. Shareholders will be able to participate in the Meeting by:
1	voting prior to the Meeting by lodging the Proxy Form attached to the Notice of Meeting in Section 12 by
	no later than 3.30pm (Melbourne time) on Monday, 13 December 2021;
2	submitting questions in advance of the Meeting by emailing the questions to
	[e-mail] by no later than 5.00pm (Melbourne time) on Monday, 13
	December 2021;
3	attending the virtual meeting by going to https://meetings.linkgroup.com/CAU21 and entering their details
	when prompted; and
4	speaking and asking questions during the virtual Meeting (details of which will be provided to
	Shareholders in a separate correspondence).

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. YOU SHOULD READ THE DOCUMENT IN ITS ENTIRETY BEFORE YOU DECIDE WHETHER OR NOT TO VOTE IN FAVOUR OF ForTHE RESOLUTIONS. IF YOU ARE IN DOUBT AS TO WHAT YOU SHOULD DO, YOU SHOULD CONSULT

YOUR LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVISER.

All Shareholders should refer to the Independent Expert's Report attached to this Notice of Meeting (in Section 11 of the Explanatory Statement). The Independent Expert has determined that the Merger is not fair, but reasonable to Shareholders for the reasons set out in the Independent Expert's Report.

If you have recently sold all of your Shares, please disregard this Notice of Meeting.

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Notice of Annual General Meeting

For personal use only

Notice is given that the 2021 Annual General Meeting of Shareholders of Cronos Australia Limited will be held at 3.30pm (Melbourne time) on Wednesday, 15 December 2021 as a virtual meeting.

The business to be considered at the Meeting is set out below. Information on the Resolutions to which the business relates is contained in the Explanatory Statement.

This Notice of Meeting should be read in conjunction with the Explanatory Statement. This Notice of Meeting and Explanatory Statement is not investment advice. You should seek your own financial and professional advice before making any decision on how to vote at the Meeting.

Terms used in this Notice of Meeting will, unless the context otherwise requires, have the same meaning given to them in the Glossary contained in Section 10 of the Explanatory Statement.

ORDINARY BUSINESS

CONSIDERATION OF FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Financial Report, the Directors' Report and the Auditor's Report for the year ended 30 June 2021.

* This item of business is for discussion only and is not a resolution.

Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

RESOLUTION A - ADOPTION OF THE REMUNERATION REPORT

To consider and, if thought fit, to pass the following as an ordinary resolution:

That the Remuneration Report section of the Directors' Report for Cronos Australia for the year ended 30 June 2021 be adopted.

• Please note that section 250R(3) of the Corporations Act provides that the vote on this resolution is advisory only and does not bind the Directors or Cronos Australia.

RESOLUTION B - RE-ELECTION OF DIRECTOR - SHANE FRANCIS TANNER

To consider and, if thought fit, to pass the following as an ordinary resolution:

That Shane Francis Tanner, being an Independent Non-Executive Director, who retires by rotation in accordance with the Constitution and ASX Listing Rule 14.5, and being eligible, is re-elected as a Director of Cronos Australia, effective immediately.

RESOLUTION C - APPOINTMENT OF AUDITOR - PILOT PARTNERS

To consider and, if thought fit, to pass the following as an ordinary resolution:

That, subject to the Appointment Conditions, for the purposes of section 327B(1) of the Corporations Act and for all other purposes, Pilot Partners of Level 10, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000, having been nominated by a Shareholder and having consented in writing to act as auditor of Cronos Australia, be appointed as auditor of Cronos Australia, from Completion.

SPECIAL BUSINESS

RESOLUTION 1 - APPROVAL OF ACQUISITION OF MAXIMUM VOTING POWER BY MAJOR CDA ACQUIRERS

To consider and, if thought fit, to pass the following as an ordinary resolution:

That, subject to each of the other Merger Resolutions being duly passed, for the purposes of item 7 of section 611 of the Corporations Act, Chapter 2E of the Corporations Act and for all other purposes,

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approval is given for the issue of up to 349,684,521 Shares to the Major CDA Acquirers who will have a maximum voting power of up to 63.75% of the issued share capital of Cronos Australia following completion of the Merger as set out in the Explanatory Statement.

For personal use only

RESOLUTION 2 - APPROVAL OF THE ISSUE OF SHARES TO THE CDA SHAREHOLDERS UNDER THE MERGER IMPLEMENTATION AGREEMENT

To consider and, if thought fit, to pass the following as an ordinary resolution:

That, subject to each of the other Merger Resolutions being duly passed, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 439,784,283 Shares to the CDA Shareholders on the terms set out in the Explanatory Statement.

RESOLUTION 3 - APPROVAL OF THE ISSUE OF SHARES UNDER THE LOAN CONVERSION DEED

To consider and, if thought fit, to pass the following as an ordinary resolution:

That, subject to each of the other Merger Resolutions being duly passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 15,176,065 Shares to Cronos Global Holdings Inc upon Completion under the terms of the Loan Conversion Deed.

RESOLUTION 4 - ELECTION OF DIRECTOR - GUY ROTHWELL HEADLEY

To consider and, if thought fit, to pass the following as an ordinary resolution:

That, subject to the Merger Resolutions being duly passed, for the purposes of clause 39.3 of the Constitution and for all other purposes, approval is given for the appointment of Guy Rothwell Headley as a Director, subject to and with effect from Completion.

RESOLUTION 5 - ELECTION OF DIRECTOR - DR BENJAMIN DAVID NGAHUIA JANSEN

To consider and, if thought fit, to pass the following as an ordinary resolution:

That, subject to the Merger Resolutions being duly passed, for the purposes of clause 39.3 of the Constitution and for all other purposes, approval is given for the appointment of Dr Benjamin David Ngahuia Jansen as a Director, subject to and with effect from Completion.

RESOLUTION 6 - ELECTION OF DIRECTOR - DR MARCIA ANI MATEKINO WALKER

To consider and, if thought fit, to pass the following as an ordinary resolution:

That, subject to the Merger Resolutions being duly passed, for the purposes of clause 39.3 of the Constitution and for all other purposes, approval is given for the appointment of Dr Marcia Ani Matekino Walker as a Director, subject to and with effect from Completion.

RESOLUTION 7 - ELECTION OF DIRECTOR - KURT THOMAS SCHMIDT

To consider and, if thought fit, to pass the following as an ordinary resolution:

That, subject to the Merger Resolutions being duly passed, for the purposes of clause 39.3 of the Constitution and for all other purposes, approval is given for the appointment of Kurt Thomas Schmidt as a Director, subject to and with effect from Completion.

RESOLUTION 8 - APPROVAL OF ISSUE OF PERFORMANCE RIGHTS AND OPTIONS TO GUY ROTHWELL HEADLEY

To consider and, if thought fit, to pass the following as an ordinary resolution:

That, subject to the Merger Resolutions being duly passed, for the purposes of ASX Listing Rule 10.14, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the issue of

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