CANN GROUP LIMITED — Proxy Solicitation & Information Statement 2020

Aug 5, 2020

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6 August 2020

ASX Market Announcements Office, Melbourne Level 4, Rialto North Tower 525 Collins Street MELBOURNE VIC 3000

Dear Sir / Madam

Cann Group Limited (ASX:CAN) – Notice of General Meeting – Monday, 7 September 2020

In accordance with Listing Rule 3.17, I attach a copy of the following documents being sent to shareholders today:

1. Chairman’s Cover Letter to Notice of General Meeting to be held on Monday, 7 September 2020;

2. Notice of General Meeting and Explanatory Memorandum;

3. Proxy voting form; and

4. Virtual General Meeting Online Guide.

Yours faithfully,

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Geraldine Farrell Company Secretary Cann Group Limited

Authorised for release by the Board of Directors, Cann Group Limited.

For further information please contact:

Peter Crock	Clive Fanning	Matthew Wright
CEO	Head of Investor Relations	NWR Communications
Cann Group Limited	Cann Group Limited	+61 451 896 420
+61 3 9095 7088	+61 498 000 762	matt@nwrcommunications.com.au
contact@canngrouplimited.com	clive.fanning@canngrouplimited.com

About Cann Group

Cann Group Limited (ABN 25 603 949 739) is building a world-class business focused on breeding, cultivating, manufacturing and supplying medicinal cannabis for sale and use within Australia and for approved overseas export markets. The company has established research and cultivation facilities in Melbourne and is developing a state-of-the-art cultivation facility near Mildura, Victoria. Cann Group has executed collaboration agreements that have enabled it to establish a leading position in plant genetics, breeding, extraction, analysis and production techniques required to facilitate the supply of medicinal cannabis for a range of diseases and medical conditions. The Company is commercialising a range of imported and locally sourced and manufactured medicinal cannabis products. Learn more about Cann Group at www.canngrouplimited.com

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CANN GROUP LIMITED

ACN 603 949 739

Notice of General Meeting and

Explanatory Memorandum

TIME: 11.00 am (Melbourne time)

DATE : Monday, 7 September 2020

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, lawyer or other professional adviser without delay.

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6 August 2020

Dear Shareholder

GENERAL MEETING

You are invited to the General Meeting of Cann Group Limited (“Company” or “Cann Group”) to be held at 11.00 am (Melbourne time) on Monday, 7 September 2020.

The Notice of General Meeting (“Meeting”) and Explanatory Memorandum (“Notice”), and other documents and information, can be viewed and downloaded at the Company’s website at https://investors.canngrouplimited.com/Investors/.

The Notice contains information that is material in respect of the special business of the Meeting and, accordingly, should be read in its entirety.

As previously announced to the market, the Company issued 32,953,920 fully paid ordinary shares under a private placement to sophisticated and institutional investors ("Placement") and intends to issue a further 2,796,080 fully paid ordinary shares under the Placement to directors of the Company (or their controlled entities) who have chosen to participate in the Placement ("Participating Director Shares").

The Company is seeking to reinstate its capacity for the issuance of new capital under the 15% limit in Listing Rule 7.1 by seeking the passing of Resolution 1 for the purposes of Listing Rule 7.4 as set out in the enclosed Notice.

The Company is required to obtain shareholder approval under Listing Rule 10.11 before issuing the Participating Director Shares. If those resolutions are passed, the Company will be able to issue the Participating Director Shares.

The Board unanimously supports and recommends these Resolutions. Should they be approved, the Company will maintain appropriate flexibility to continue to evaluate and action appropriate funding options to support the future expansion and growth of the business.

In accordance with the provisions of the Company's constitution as updated and approved by shareholders on 12 June 2020 and the Federal Treasurer's determination modifying the operation of provisions of the Corporations Act 2001 (Cth) and the Corporations Regulations 2001 (Cth) under Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 to allow companies to hold meetings as virtual meetings (“Determination”), the Company has adopted the following approach for the Meeting:

1. The Meeting will be held virtually (online) via an online platform, except for those members of the Board and management who are able to attend in person in a safe and permissible manner. There will be no physical attendance at the Meeting. This is an important health and safety measure, given we have thousands of shareholders on our share register.

2. We encourage all shareholders and proxyholders to participate in the Meeting virtually via the online platform at https://agmlive.link/CANGM20. To do this you will need a desktop or mobile/tablet device with internet access. When you log onto the online platform on the morning of the Meeting, you will need to provide your details ( including your Shareholder Reference Number (SRN) or Holder Identification Number (HIN) ) to be verified as a shareholder or proxyholder. Details of your SRN or HIN are contained in your personalised Proxy Form enclosed with this letter. Please ensure you keep these details (or a record of these details) as they are personal to you. Following this you will be given details as to how to vote and ask questions during the Meeting.

Cann Group Limited ACN 603 949 739 4 Research Avenue, Bundoora, VIC 3083 Australia Ph: +61 3 9095 7088

1. Once the Meeting commences at 11.00am, you will able to listen to the chairman of the Meeting talking live and in real-time.

2. Shareholders and proxyholders will be able to log in to the online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions set out in the Notice and the Virtual General Meeting Online Guide (which is available on the Company’s website at

3. https://investors.canngrouplimited.com/Investors/. Shareholders and proxyholders are encouraged to participate in the Meeting virtually via the online platform.

4. Shareholders and proxyholders will have the ability to ask questions during the Meeting via the online platform, and to hear all of the discussion, subject to connectivity of their devices.

5. A detailed guide on how to participate virtually is set out in the Virtual General Meeting Online Guide. This Guide explains how to ensure your browser is compatible with the online platform, as well as a step-by-step guide to successfully log in and navigate the site. This Guide will be lodged with the ASX and is available on the Company’s website at https://investors.canngrouplimited.com/Investors/.

6. In addition to the above, shareholder/proxyholder participation (as relevant) is possible by shareholders lodging the Proxy Form electronically at Cann Group’s Share Registry at www.linkmarketservices.com.au or, alternatively, returning it in the envelope provided or faxed to Cann Group’s Share Registry on 02 9287 0309 (within Australia) or +61 2 9287 0309 (outside Australia) , so that it is received by 11.00am (Melbourne time) on Saturday, 5 September 2020, in order to be valid. In addition to the enclosed personalised Proxy Form, the Proxy Form is also available on the Company’s website at

https://investors.canngrouplimited.com/Investors/.

1. In accordance with the Determination and the Company's constitution, each resolution considered at the Meeting will be decided on a poll.

As the situation regarding the management of COVID-19 continues to evolve, shareholders are encouraged to monitor the Cann Group website for any further updates in relation to the arrangements for the Meeting. Cann Group appreciates the understanding of shareholders during this difficult time. We look forward to your virtual attendance and participation at the Meeting.

Your continued support is greatly appreciated.

Yours faithfully

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Allan McCallum AO Chairman

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Notice of General Meeting

Notice is hereby given that a General Meeting of Cann Group Limited ABN 25 603 949 739 (“Company”) will be held at 11.00 am (Melbourne time) on Monday, 7 September 2020 to transact the special business set out below.

Shareholders should refer to the accompanying Explanatory Memorandum for further information concerning the special business to be transacted at this General Meeting.

Special Business of General Meeting

1. Resolution 1 - Ratification of issue of Shares under the Placement

To consider and, if thought fit, pass (with or without amendment) the following as an ordinary resolution:

" That the previous issue of 32,953,920 ordinary shares in the Company at $0.40 per share is approved for the purposes of ASX Listing Rule 7.4"

A voting exclusion statement is set out below.

2. Resolution 2 - Participation in Placement by Directors of the Company

Resolution 2A - Participation in the Placement by Allan McCallum

To consider and, if thought fit, pass (with or without amendment) the following as an ordinary resolution:

" That approval is given for the Company to issue 500,000 ordinary shares to Mullacam Pty Ltd as trustee for The McCallum Family Super Fund, a controlled entity of Allan McCallum, for the purposes of ASX Listing Rule 10.11."

Resolution 2B - Participation in Placement by Philip Jacobsen

To consider and, if thought fit, pass (with or without amendment) the following as an ordinary resolution:

" That approval is given for the Company to issue 1,750,000 ordinary shares to Philip and Maxine Jacobsen as trustee for Jayess Superannuation Fund, a controlled entity of Philip Jacobsen, for the purposes of ASX Listing Rule 10.11."

Resolution 2C - Participation in Placement by Doug Rathbone

To consider and, if thought fit, pass (with or without amendment) the following as an ordinary resolution:

" That approval is given for the Company to issue 221,080 ordinary shares to Fruitful Pty Ltd as trustee for Fruitful Superannuation Fund, a controlled entity of Doug Rathbone, for the purposes of ASX Listing Rule 10.11."

Resolution 2D - Participation in Placement by Geoff Pearce

To consider and, if thought fit, pass (with or without amendment) the following as an ordinary resolution:

" That approval is given for the Company to issue 200,000 ordinary shares to Egea Pty Ltd, a controlled entity of Geoff Pearce, for the purposes of ASX Listing Rule 10.11."

Resolution 2E - Participation in Placement by Jennifer Pilcher

To consider and, if thought fit, pass (with or without amendment) the following as an ordinary resolution:

" That approval is given for the Company to issue 125,000 ordinary shares to Jennifer Pilcher for the purposes of ASX Listing Rule 10.11."

Voting exclusion statements for Resolution 2A - 2E are set out below.

By Order of the Board

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Geraldine Farrell Company Secretary 6 August 2020

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HOW TO PARTICIPATE AND VOTE

Voting entitlement

The Board of the Company has determined in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth) ("Corporations Regulations") that for the purpose of voting at the General Meeting, shares will be taken to be held by those persons who hold them at 7.00pm (Melbourne time) on Friday, 4 September 2020 . This means that if you are not the registered holder of a share at that time you will not be entitled to vote at the General Meeting in respect of that share.

Virtual Attendance at the General Meeting

Due to health concerns and the current government imposed restrictions on public gatherings arising from the COVID-19 pandemic, shareholders will not be able to attend the Meeting in person.

The Federal Treasurer has made a determination modifying the operation of provisions of the Corporations Act 2001 (Cth) ("Corporations Act") and the Corporations Regulations under Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 (“Determination”) to allow companies who are required or permitted to hold meetings to hold those meetings remotely as virtual meetings, instead of in person. On 12 June 2020, the Company amended its constitution by, amongst other changes, updating its provisions to align with Part 2 of the Determination.

As a consequence of this Determination and amendments to the Company's constitution, the Meeting will be held virtually via an online platform, except for those members of the Board and Management who are able to attend in person in a safe and permissible manner. There will be no physical attendance at the Meeting. This is an important health and safety measure, given the Company has thousands of shareholders on its share register.

The Meeting will be audio live (not visual) for participation by shareholders and proxyholders via the online platform at https://agmlive.link/CANGM20. To participate you will need a desktop or mobile/tablet device with internet access. When you log onto the online platform at https://agmlive.link/CANGM20 on the morning of the Meeting, you will need to provide your details (including your Shareholder Reference Number (SRN) or Holder Identification Number (HIN)) to be verified as a shareholder or proxyholder. Proxyholders will need their login details which will be provided by Link Market Services no later than 24 hours before the Meeting. Following this you will be given details as to how to vote and ask questions during the Meeting.

More information about how to use the online platform (including how to vote and ask questions online during the Meeting) is available in the Online Platform Guide, which has been lodged with the ASX and is available at https://investors.canngrouplimited.com/Investors/. If you intend to use the online platform, we recommend that you test to see that it works on your device before the Meeting commencement at 11.00am. Shareholders and proxyholders will be able to log in to the online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions set out in the Notice and the enclosed Virtual General Meeting Online Guide.

Further instructions on device configurations are provided in the enclosed Virtual General Meeting Online Guide, which is available on the Company’s website at https://investors.canngrouplimited.com/Investors/.

Additional information about the proposed items of special business is set out in the Explanatory Memorandum that accompanies and forms part of this Notice of Meeting.

Discussion will take place on all items of special business to be considered at the Meeting. Shareholders will have a reasonable opportunity to ask questions in respect of the special business of the Meeting during the Meeting via the online platform. To ensure that as many shareholders as possible have the opportunity to speak, shareholders are requested to observe the following requests:

• shareholder questions should be stated clearly and should be relevant to the special business of the Meeting; and

• shareholders should not ask questions at the Meeting relating to any matters that are personal to the shareholder or commercial in confidence or not relevant to the special business of the Meeting.

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All Resolutions will be determined by Poll

In accordance with the Determination and the Company constitution, each resolution considered at the Meeting will be decided by a poll.

Voting via online platform – During the Meeting

Shareholders participating in the Meeting via the online platform will be able to vote directly at any time between the start of the Meeting at 11.00am (Melbourne time) and the closure of voting as announced by the Chairman during the Meeting.

Voting by Proxy

If a shareholder is unable to participate virtually and vote at the Meeting, they are entitled to appoint a proxy to attend virtually and vote on their behalf. To do so, they can appoint the Chairman of the Meeting as their proxy or insert the name of their alternative proxy in the space provided in the enclosed Proxy Form. You can direct your proxy to vote for or against, or abstain from voting on, a resolution by marking ‘ For’ , ‘ Against’ or ‘ Abstain’ for the item of special business in the appropriate box in the enclosed Proxy Form.

The Proxy Form is available on the Company’s website at https://investors.canngrouplimited.com/Investors/.

The following applies in terms of proxy appointments:

• a proxy need not be a shareholder, and may be an individual or a body corporate. If a body corporate is appointed as a proxy, it must ensure that it appoints an individual as its corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the Meeting;

• a shareholder entitled to cast two or more votes may appoint two proxies; and

• where two proxies are appointed, each proxy may be appointed to represent a specified proportion of the shareholder’s voting rights. If a shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder’s votes each proxy may exercise, each proxy may exercise half of that shareholder’s votes.

As noted earlier, Link Market Services will contact proxyholders at least 24 hours prior to the start of the Meeting to provide them with the proxyholder login information that they will need to enter into the online platform.

Directed and Undirected Proxies

If you choose to appoint a proxy, the Board encourages you to direct your proxy how to vote on each resolution, by marking either ‘ For ’, ‘ Against ’ or ‘ Abstain ’ for the item of special business on the Proxy Form.

If you sign the enclosed Proxy Form and do not appoint the Chairman of the Meeting or specify an individual or body corporate as your proxy, you will have appointed the Chairman of the Meeting as your proxy by default. In that case, your shares will be voted on the proposed resolutions in accordance with your directions on the Proxy Form.

If you do not direct the Chairman of the Meeting how to vote your shares, the Chairman of the Meeting will vote undirected proxies on, and in favour of, all of the proposed resolutions set out in this Notice of General Meeting. Where the Chairman of the Meeting is appointed as your proxy, you will be taken to have expressly authorised the Chairman of the Meeting to cast your votes on all of the proposed resolutions set out in the Notice of General Meeting.

You may appoint the Chairman of the Meeting as your proxy by nominating him in the Proxy Form. If you return your Proxy Form but do not nominate the identity of your proxy, the Chairman of the Meeting will automatically be your proxy. If you return your Proxy Form but your nominated proxy does not virtually attend the General Meeting, then your proxy will revert to the Chairman of the Meeting. As each resolution will be determined on a poll, if your nominated proxy is either not recorded as virtually attending the General Meeting or does not vote on the resolution, the Chairman of the Meeting is taken, before voting on the resolution closes, to have been appointed as your proxy for the purposes of voting on the resolution.

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If you do not direct the Chairman of the Meeting how to vote your shares, the Chairman intends to vote undirected proxies in favour of each item of special business.

To vote by proxy, please complete and sign the enclosed Proxy Form and return in accordance with the instructions set out on the Proxy Form. Completed Proxy Forms must be received by the Company’s Share Registry by 11.00am (Melbourne time) on Saturday, 5 September 2020 .

Lodging your Proxy Form

A Proxy Form is enclosed in this Notice of General Meeting. For the appointment of a proxy to be effective for the General Meeting, the following documents must be received no later than 48 hours before the scheduled time for the General Meeting; that is by 11.00am (Melbourne time) on Saturday, 5 September 2020 :

• the enclosed Proxy Form; and

• if the enclosed Proxy Form is signed by the appointor’s attorney - the authority under which the appointment was signed or a certified copy of the authority.

Documents may be lodged online, by posting, delivery or facsimile to the Company’s Share Registry at:

Link Market Services Limited

Online: www.linkmarketservices.com.au By Post: Cann Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

Delivery to Link Market Services Limited*:

1A Homebush Bay Drive Rhodes NSW 2138 or Level 12 680 George Street Sydney NSW 2000

• During business hours (Monday to Friday, 9.00am-5.00pm)

Facsimile:

(+61 2) 9287 0309

If you have any queries and wish to contact Link Market Services Limited, please call (+61) 1300 554 474.

Shareholders should consider lodging the Proxy Form electronically at Cann Group’s Share Registry at www.linkmarketservices.com.au or, alternatively, returning it in the envelope provided or faxed to Cann Group’s Share Registry on 02 9287 0309 (within Australia) or +61 2 9287 0309 (outside Australia) , so that it is received by 11.00am (Melbourne time) on Saturday, 5 September 2020 , in order to be valid.

Bodies corporate

A body corporate may appoint an individual as its representative to exercise all or any of the powers the body corporate may exercise at the Meeting. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on the body corporate’s behalf, all of the powers that the body corporate could exercise at the Meeting or in voting on a resolution. Unless it has previously been given to

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the Company, the representative should bring evidence of their appointment to the meeting, together with any authority under which it is signed. The appointment must comply with Section 250D of the Corporations Act.

Attorneys

A shareholder may appoint an attorney to vote on their behalf. To be effective for the Meeting, the instrument effecting the appointment (or certified copy of it) must be received no later than 48 hours before the scheduled time for the General Meeting; that is by 11.00am (Melbourne time) on Saturday, 5 September 2020 .

VOTING EXCLUSION STATEMENTS

Resolution 1 – Ratification of Prior Issue of Shares under the Placement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person, or any associate of a person, who participated in the issue.

However, the Company need not disregard a vote in favour of the Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the chairperson as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chairperson to vote on the Resolution as the chairperson decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolutions 2A - E - Approval of Issue of New Shares to Directors

Resolution 2A - Participation in the Placement by Allan McCallum

The Company will disregard any votes cast on Resolution 2A by or on behalf of Allan McCallum, Mullacam Pty Ltd as trustee for The Mccallum Family Super Fund, or any associate of Allan McCallum or Mullacam Pty Ltd as trustee for The Mccallum Family Super Fund.

Resolution 2B - Participation in Placement by Philip Jacobsen

The Company will disregard any votes cast on this Resolution 2B by or on behalf of Philip Jacobsen, Philip and Maxine Jacobsen as trustee for Jayess Superannuation Fund, or any associate of Philip Jacobsen or Philip and Maxine Jacobsen as trustee for Jayess Superannuation Fund.

Resolution 2C - Participation in Placement by Doug Rathbone

The Company will disregard any votes cast on this Resolution 2C by or on behalf of Doug Rathbone, Fruitful Pty Ltd as trustee for Fruitful Superannuation Fund, or any associate of Doug Rathbone or Fruitful Pty Ltd as trustee for Fruitful Superannuation Fund.

Resolution 2D - Participation in Placement by Geoff Pearce

The Company will disregard any votes cast on this Resolution 2D by or on behalf of Geoff Pearce, Egea Pty Ltd or any associate of Geoff Pearce or Egea Pty Ltd.

Resolution 2E - Participation in Placement by Jennifer Pilcher

The Company will disregard any votes cast on this Resolution 2E by or on behalf of Jennifer Pilcher, or any associate of Jennifer Pilcher.

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The Company will also disregard any votes cast on Resolutions 2A - 2E by or on behalf of Evans & Partners or PAC Partners, being the joint lead managers to the Placement who are to receive a fee in respect of the shares being issued.

However, the Company need not disregard a vote in favour of Resolutions 2A - 2E by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the chairperson as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chairperson to vote on the Resolution as the chairperson decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum, which accompanies and forms part of the Notice of General Meeting, has been prepared to assist shareholders with their consideration of the resolutions set out in the Notice of General Meeting dated 6 August 2020 (“Notice of General Meeting” or “Notice”).

Background

On 17 July 2020 the Company announced a private placement of 35,750,000 fully paid ordinary shares ("Shares") at an issue price of $0.40 per Share ("Placement"). On 23 July 2020, 32,953,920 Shares were issued under the Placement ("Issued Shares"). Certain related parties to the Company (being directors or incoming directors) have elected to participate in the Placement and, subject to the requisite shareholder approval being obtained for the purposes of Rule 10.11 of the ASX Listing Rules ("Listing Rules"), have committed to subscribe for a total of 2,796,080 Shares under the Placement ("Participating Director Shares").

The Placement was offered by the Company through Evans & Partners and PAC Partners as the joint lead managers and issued to certain institutional and sophisticated investors. Except for the persons the subject of Resolutions 2A - E, none of these subscribers are related parties to the Company.

The Company is seeking a number of approvals at this extraordinary general meeting in relation to the Placement.

It should be noted that the Placement was conducted by the Company utilising the Temporary Extra Placement Capacity Class Waiver from ASX ("Class Waiver") which allowed the Company to apply Listing Rule 7.1 as if the '15%' variable in that Listing Rule was replaced with '25%', effectively allowing the Company to issue a further 10% of its issued capital without obtaining prior to shareholder approval.

The Class Waiver can only be used once and had to be followed by an entitlement offer or share purchase plan - the Company announced a share purchase plan on 17 July 2020 and issued documents for the plan and opened the offer on 22 July 2020. The additional capacity under the Class Waiver cannot be refreshed by shareholder approval (as noted further below).

RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES UNDER THE PLACEMENT

Generally speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The issue of the Issued Shares under the Placement does not fit within any of these exceptions and, as it has not yet been approved by the Company’s shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the issue date of the Issued Shares.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

As noted above, the Company took advantage of the Class Waiver in undertaking the Placement. While this Resolution 1 is seeking ratification of all of the shares issued under the Placement, this ratification will not enable the Company to utilise the Class Order again. Accordingly, after the ratification, the Company can only apply Listing Rule 7.1 by reference to the normal 15% limit.

In the current environment, the Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

To this end, Resolution 1 seeks shareholder approval to and ratification of the issue of the Issued Shares under the Placement under and for the purposes of Listing Rule 7.4.

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If Resolution 1 is passed, the issue of the Issued Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the issue date of the Issued Shares. This will allow the Company ongoing flexibility in its ability to issue equity in these continued uncertain times.

If Resolution 1 is not passed, the Issued Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the issue date of the Issued Shares.

Failure to ratify the issue of the Issued Shares would result in the Company being unable to maximise further business opportunities by making a further issue of equity securities within the next 12-month period without first undertaking the administrative burden and delay and cost of obtaining shareholder approval. Any delay associated with obtaining shareholder approval means that the Company cannot act in an opportunistic manner and potentially puts any such raising at risk through the approval period.

In accordance with Listing Rule 7.5, the following information is set out below:

• (a) the Issued Shares were offered to certain institutional and sophisticated investors under the Placement, being existing shareholders and clients of Evans & Partners and PAC Partners (as joint lead managers to the Placement);

• (b) 32,953,920 Shares were issued on 23 July 2020;

• (c) the Issued Shares were issued at $0.40 per Share;

• (d) the Issued Shares were issued as fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue from the date of issue;

• (e) the purpose of the issue of the Issued Shares was to raise funds to provide working capital for the Company and to support the Company's near-term growth plans (as further described in the Company's announcement to ASX on 17 July 2020; and

• (f) a voting exclusion statement is included in the Notice of General Meeting.

The chairperson of the meeting intends to vote undirected proxies in favour of Resolution 1.

Directors’ Recommendation

The Directors unanimously recommend that shareholders vote in favour of Resolution 1.

RESOLUTIONS 2A - E - PARTICIPATION IN PLACEMENT BY DIRECTORS OF THE COMPANY

Listing Rule 10.11 provides that a company must not, subject to specified exceptions, issue or agree to issue equity securities to a related party (as defined in the Listing Rules) or other person set out in that Listing Rule, without shareholder approval.

As noted above, the Placement includes commitments the Company secured from the following related parties of the Company (or their nominees) to subscribe for the Participating Director Shares (subject to the requisite shareholder approval being obtained for the purpose of Listing Rule 10.11), as set out in the table below:

Resolution	Participating Director	Nominee	Participating Director Shares
Resolution 2A	Allan McCallum	Mullcam Pty Ltd as trustee for The McCallum FamilySuper Fund	500,000
Resolution 2B	Phillip Jacobsen	Philip and Maxine Jacobsen as trustee for Jayess Superannuation Fund	1,750,000
Resolution 2C	Doug Rathbone	Fruitful Pty Ltd as trustee for Fruitful Superannuation Fund	221,080
Resolution 2D	Geoff Pearce	Egea PtyLtd	200,000
Resolution 2E	Jennifer Pilcher	N/A	125,000

To this end, Resolutions 2A - E seek shareholder approval to the issue of Participating Director Shares for the purposes of Listing Rule 10.11.

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If Resolutions 2A - E are passed, the company will be able to complete the issue of the Participating Director Shares.

It should also be noted that if Resolutions 2A - E are passed the Participating Director Shares issued will be excluded from the calculation of the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the issue date of the Participating Director Shares.

If Resolutions 2A - E are not passed, the Participating Director Shares will not be issued. As a result, the Directors would be unable to participate in the Placement, thereby limited the alignment of the Participating Director's interests with that of the Company and the shareholders and reducing the funds raised by the Company for its working capital needs.

Pursuant to Listing Rule 10.13, the following information is provided in relation to Resolutions 2A - E:

• (a) Participating Director Shares as set out in the table above will be issued to the Participating Directors;

• (b) the Participating Directors fall under rule 10.11.1 of the Listing Rules, each being a director (or incoming director) of the Company, and therefore a related party;

• (c) the issue price will be $0.40 per Participating Director Share, being the same issue price as for the Issued Shares;

• (d) the Participating Director Shares are expected to be issued within 5 Business Days of the date of this meeting but in any event no later than one month after the date of this meeting;

• (e) the Participating Director Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares on and from the date of issue;

• (f) the funds raised from the issue to the Participating Directors will go towards the same items as the Issued Shares;

• (g) the Participating Director Shares are being paid for in cash by the relevant directors and are not intended to remunerate or incentivise the director; and

• (h) a voting exclusion statement is included in the Notice of General Meeting.

Directors’ Recommendation

The Directors (excluding the Participating Directors only in relation to the Resolution 2A - E which applies to themselves or their nominees - as set out in the table above - due to their material personal interest in the outcome of the relevant Resolution), unanimously recommend that shareholders vote in favour of Resolutions 2A - E.

Related party transactions

Chapter 2E of the Corporations Act provides that for a public company, or an entity that the public company controls, to give a financial benefit to a related party (as defined in the Corporations Act and includes Directors) of the public company, the public company or entity must obtain the approval of the public company’s members unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

Under section 210 of the Corporations Act, shareholder approval is not needed to give a financial benefit on terms that would be reasonable in the circumstances if the company and the Related Party were dealing at arm’s length.

As the terms of the proposed issue to the Participating Directors contained in Resolutions 2A - E will be at the same price and terms as the Issued Shares, the exception in section 210 of the Corporations Act applies in the circumstances and Shareholder approval is not required for the purposes of Section 208 of the Corporations Act.

9

Virtual General Meeting

Virtual General Meeting Online Guide

Before you begin

Ensure your browser is compatible. You can easily check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

• Chrome – Version 44 & 45 and after

• Firefox – 40.0.2 and after

• Safari – OS X v10.9 “Mavericks” & OS X v10.10 “Yosemite” and after

• Internet Explorer 9 and up (please note Internet Explorer 8 is not supported)

The virtual meeting is viewable from desktops and laptops. To attend and vote at the virtual general meeting you must have:

• ASX registered holders: Shareholder number and postcode

If you are an appointed proxy you will need your proxy number which will be provided by Link Market Services prior to the meeting. Please make sure you have this information before proceeding.

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Step 2

Login to the portal using your full name, email address, and company name (if applicable).

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch General Meeting’ button. Once you have logged in you will see:

• On the right – the presentation slides that will be addressed during the General Meeting.

Note: After you have logged in we recommend that you keep your browser open for the duration of the meeting. If you close your browser, your session will expire. If you attempt to log in again, you will be sent a recovery link via email for security purposes.

Step 1

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Open your web browser and go to https://agmlive.link/CANGM20 and select the relevant meeting.

2 • Link Market Services Virtual General Meeting Online Guide

This will bring up a box which looks like this.

Navigating

At the bottom of the webpage under the webcast and presentation there are three boxes. Refer to each section below for operating instructions.

1 Get a voting card Ask a Question

2 Downloads

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1. Get a voting card

To register to vote - click on the ‘Get a voting card’ box at the top of the webpage or below the videos.

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If you are an individual or joint Shareholder you will need to register and provide validation by entering your details in the top section:

• ASX registered holders: Shareholder number and postcode

If you are an appointed Proxy, please enter the Proxy Number issued to you by Link Market Services in the PROXY DETAILS section. Once you have entered your appropriate details click the blue ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by Shareholders at the General Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to scroll up or down to view all resolutions.

Shareholders and proxies can either submit a Full Vote or a Partial Vote. You can move between the two tabs by clicking on ‘Full Vote’ or ‘Partial Vote’ at the top of the voting card.

Link Market Services Virtual General Meeting Online Guide • 3

Virtual General Meeting Online Guide continued

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Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes you would like to vote (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes in a certain box it will automatically tally how many votes you have left.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click the blue ‘Cast Vote’ or ‘Cast Partial Vote’ button.

Note: You are able to close your voting card during the meeting without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

If at any point you have submitted your voting card and wish to make a change while voting is still open you can do so by clicking the ‘Edit Card’ button and making the required change. Once you have completed your card select the blue ‘Cast Vote’ or ‘Cast Partial Vote’ button.

The voting card remains editable until the voting is closed at the conclusion of the General Meeting. Once voting has been closed all voting cards, submitted and un-submitted, will automatically be submitted and cannot be changed.

At the conclusion of the General Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time available to shareholders. Please make any changes required to your voting cards at this point and submit your voting cards.

If an additional resolution is proposed during the meeting, there will be a short delay while the resolution is added to the voting card. Once the resolution has been added you will be notified by the Chairman during the meeting. In order to vote on the extra resolution you will need to reopen your voting card to cast your vote by clicking the ‘Edit Card’ button.

Note: Registration for the General Meeting and voting opens one hour before the meeting begins.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

4 • Link Market Services Virtual General Meeting Online Guide

2. How to ask a question

Note: Only Shareholders are eligible to ask questions.

You will only be able to ask a question after you have registered to vote. If you would like to ask a question, click on the ‘Ask a Question’ box either at the top or bottom of the webpage.

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The ‘Ask a Question’ box will then pop up with two sections for completion.

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Asking a question via text

To ask a question via text, select the ‘Text Question’ button.

In the ‘Regarding’ section click on the drop down arrow and select one of the following categories:

• Resolution 1 • Resolution 5

• • Resolution 2 • Resolution 3 • Resolution 4

After you have selected your question category, click in the ‘Question’ section and type your question.

When you are ready to submit your question – click the ‘Submit Question’ button. This will send the question to the Management/Board.

Note that not all questions are guaranteed to be answered during the General Meeting, but we will do our best to address your concerns.

Once you have asked a question a ‘View Questions’ box will appear.

At any point you can click on ‘View Questions’ and see all the questions you have submitted. Only you can see the questions you have asked.

Note: You can submit your questions by this method one hour before the meeting begins, if you have registered to vote. You can continue to submit questions up until the close of voting.

If your question has been answered and you would like to exercise your right of reply, you can do so by submitting another question.

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Link Market Services Virtual General Meeting Online Guide • 5

Virtual General Meeting Online Guide continued

Asking a question via phone

To ask a question via phone, select the 'Phone Question' button.

Select a resolution from the 'Regarding' drop down box and then select 'Get Phone Details' .

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You will be given the phone numbers for the meeting. Dial the local number for your country. At the prompt, enter the PIN number displayed. You will be entered into the meeting via phone conference and will be placed on mute. At the appropriate time in the meeting you will be able to press ‘1’ on your phone’s keypad to ‘raise your hand’ and go into the queue to ask your question.

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3. Downloads

If you would like to see the Notice of General Meeting or other documents you can do so here.

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A B

• To download the Notice of General Meeting – click A

• To download the Proposed amended constitution – click B

• When you click on these links the file will open in another tab in your browser.

4. Voting closing

Voting will close 5 minutes after the close of the General Meeting.

At the conclusion of the General Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not yet submitted your vote at this point, you will be required to do so now.

At the close of the meeting any votes you have placed will automatically be submitted.

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6 • Link Market Services Virtual General Meeting Online Guide

ABN 25 603 949 739

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LODGE YOUR VOTE

ONLINE 

www.linkmarketservices.com.au

• BY MAIL

• Cann Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

NAME AND ADDRESS

BY FAX



+61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

• ALL ENQUIRIES TO Telephone: +61 1300 554 474

SRN/HIN

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Unique PIN:

PROXY FORM

(for telephone attendance) Australia : 1800 572 288 New Zealand: 0800 448 986 Worldwide: +61 1800 572 288

I/We being a member(s) of Cann Group Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

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----- Start of picture text -----

Name
Email
----- End of picture text -----

OR if you are NOT appointing the Chairman of the Meeting Name the Chairman of the as your proxy, please write the name and email of the Meeting (mark box) person or body corporate you are appointing as your proxy Email

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the General Meeting of the Company to be held at 11:00am (Melbourne time) on Monday, 7 September 2020 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/CANGM20 (refer to details in the Virtual General Meeting Online Guide). To access the Notice of General Meeting and Explanatory Memorandum this can be viewed and downloaded at the Company’s website at https://investors.canngrouplimited.com/Investors/

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

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----- Start of picture text -----

For Against Abstain * For Against Abstain
1 Ratification of issue of shares under 2D Participation in placement by
the placement an entity associated with
Geoff Pearce
2A Participation in placement by 2E Participation in placement by
an entity associated with Jennifer Pilcher
Allan McCallum
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• 2B Participation in placement by an entity associated with Philip Jacobsen

• 2C Participation in placement by an entity associated with Doug Rathbone

• • If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

CAN PRX2003N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

SIGNING INSTRUCTIONS

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (Melbourne time) on Saturday, 5 September 2020, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE



www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MAIL 

Cann Group Limited

C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

BY HAND



delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

or

Level 12

680 George Street Sydney NSW 2000

• During business hours (Monday to Friday, 9:00am–5:00pm)

• ACCESS YOUR NOTICE OF GENERAL MEETING

To access the Notice of General Meeting and Explanatory Memorandum this can be viewed and downloaded at the Company’s website at https://investors.canngrouplimited. com/Investors/

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.