CANN GROUP LIMITED — Proxy Solicitation & Information Statement 2025

Nov 20, 2025

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21 November 2025

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

Dear Sir / Madam

Cann Group Limited (ASX:CAN) – Notice of Extraordinary General Meeting

EGM to be held: Tuesday, 23 December 2025, 9:30 am at HWL Ebsworth Lawyers, Level 8, 447 Collins Street, Melbourne, VIC 3000

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 Extraordinary General Meeting,

2. Notice of Extraordinary General Meeting and Explanatory Memorandum; and

3. Sample proxy voting form.

Yours faithfully,

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Steven Notaro Company Secretary Cann Group Limited

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

About Cann Group

Cann Group Limited (ABN 25 603 949 739) is enhancing patients’ lives by developing, producing, and supplying innovative cannabis medicines. The Company has built world-class research, cultivation and GMP manufacturing facilities in Melbourne, and a state-of-the-art large-scale cultivation and GMP manufacturing facility near Mildura, Victoria. Cann Group supplies a range of dried flower and oil products, as well as active pharmaceutical ingredients and extracts, to customers in Australia and around the world. Cann Group also owns Satipharm and its patent-protected capsule technology. Learn more at: www.canngrouplimited.com | www.satipharm.com

Cann Group Limited

ABN 25 603 949 739, Australia 262-276 Lorimer Street, Port Melbourne, Victoria, 3207, Australia Tel +61 (0) 3 9095 7088 | www.canngrouplimited.com

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21 November 2025

Dear Shareholder

EXTRAORDINARY GENERAL MEETING (“EGM”)

You are invited to the Extraordinary General Meeting of Cann Group Limited (“ Company ”) to be held at 9:30 am (Melbourne time) Tuesday, 23 December 2025 at the offices of HWL Ebsworth Lawyers, Level 8, 447 Collins Street, Melbourne.

As announced on 27[th] October 2025, the Company has recently completed a major refinancing transaction (“Refinance” ) which has resulted in a significant reduction in the Company’s debt, from ~$70 million to ~$15 million and provided important funding for working capital and growth capital. The Refinance transaction involved three major steps:

1. Settling all debt from its primary lender at a negotiated settlement amount of $15.3 million;

2. Raising new debt from its existing secondary lender of $9 million, as partial funding of the above debt settlement;

3. Raising equity (“ Capital Raise ”) from shareholders of $9 million, as partial funding of the above debt settlement and for working and growth capital going forward.

The Capital Raise involved issuing new shares, which are subject to shareholder approval at the Company’s AGM on 28 November 2025. The Capital Raise also involves issuing participants (including two directors who participated in the Capital Raise) with attaching options and piggyback options, and its lead manager options, which are the subject of this EGM.

We now seek shareholders’ support for the following resolutions (summarised):

Resolution	Purpose
Resolution 1	Election of Mike Ryan as Director
Approval of the issue of various options pertaining to the Capital Raise as follows:
Resolution 2	Attaching Options under the Placement and Share Purchase Plan (“SPP”)
Resolution 3	SPP Shortfall Commitment Options
Resolution 4	Lead Manager Options
Resolution 5	Attaching Options to CEO & Managing Director, as a participant in the Capital Raise
Resolution 6	Attaching Options to Mr. Mike Ryan, who will have been appointed as a Director
Resolution 7	Ratification of Prior Issue of SPP Shortfall Shares

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

Shareholders are strongly encouraged to vote by lodging a Proxy Form as early as possible, and in any event prior to the cut-off for proxy voting as set out in the Notice (being 9:30am (Melbourne time) on Sunday, 21 December 2025 ). Instructions for lodging proxies are included in your personalised Proxy Form. In addition to your personalised Proxy Form, the Proxy Form is also available on the Company’s website at https://www.canngrouplimited.com. In accordance with the Company's constitution, each resolution considered at the Meeting will be decided on a poll.

We look forward to your attendance and participation at the Meeting. Your continued support is greatly appreciated.

Yours faithfully,

Doug Rathbone AM, Chairman

Cann Group Limited ( ABN 25 603 949 739)

23 Greentek Court, Koorlong Victoria, 3501, Australia www.canngrouplimited.com

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ACN 603 949 739

Notice of Extraordinary General Meeting and Explanatory Memorandum

Date: Tuesday, 23 December 2025 Time: 09:30am (Melbourne time) Location:[HWL Ebsworth Lawyers ] Level 8, 447 Collins Street, Melbourne, VIC 3000

This Notice of Extraordinary 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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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the Extraordinary General Meeting ( EGM ) of Cann Group Limited ABN 25 603 949 739 ( Company or Cann Group ) will be held at the offices of HWL Ebsworth Lawyers, Level 8, 447 Collins Street, Melbourne, VIC 3000 at 09:30am (Melbourne time) on Tuesday, 23 December 2025 to transact the business set out below.

The Explanatory Memorandum and Proxy Form which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Memorandum and the Proxy Form in their entirety. Capitalised terms not otherwise defined in this Notice have the meaning given in the Explanatory Memorandum which accompanies this Notice.

BUSINESS OF THE MEETING

Shareholders are invited to consider the following items of business at the Meeting:

1. RESOLUTION 1 – ELECTION OF DIRECTOR

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

“That, in accordance with Rule 49.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Mike Ryan, a Director who was appointed to fill a casual vacancy with Rule 49.1 of the Constitution, being eligible and offering himself for election, be elected a Director of the Company.”

2. RESOLUTION 2 – APPROVAL OF ISSUE OF ATTACHING OPTIONS UNDER THE PLACEMENT OPTIONS OFFER AND SPP OPTIONS OFFER

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 775,652,173 Attaching Options under the Placement Options Offer and SPP Options Offer, on the terms set out in the Explanatory Memorandum."

A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum

3. RESOLUTION 3 – APPROVAL OF ISSUE OF SPP SHORTFALL COMMITMENT OPTIONS UNDER THE SPP SHORTFALL OPTIONS OFFER

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 15,000,000 SPP Shortfall Commitment Options under the SPP Shortfall Options Offer, on the terms set out in the Explanatory Memorandum."

A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum

4. RESOLUTION 4 – APPROVAL OF ISSUE OF LEAD MANAGER OPTIONS UNDER THE LEAD MANAGER OPTIONS OFFER

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 29,723,666 Lead Manager Options under the Lead Manager Options Offer, on the terms set out in the Explanatory Memorandum."

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A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum

5. RESOLUTION 5 – APPROVAL OF ISSUE OF ATTACHING OPTIONS TO MS. JENNIFER PILCHER, CEO & MANAGING DIRECTOR

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 4,347,826 Attaching Options, to Ms Jennifer Pilcher on the terms set out in the Explanatory Memorandum."

A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum

6. RESOLUTION 6 – APPROVAL OF ISSUE OF ATTACHING OPTIONS TO MR. MIKE RYAN, NON-EXECUTIVE DIRECTOR

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

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 2,608,696 Attaching Options, to Mr. Mike Ryan on the terms set out in the Explanatory Memorandum."

A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum

7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SPP SHORTFALL SHARES

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

“That, for the purpose of ASX Listing Rule 7.4, and for all other purposes, Shareholders ratify the issue of 122,402,950 ordinary fully paid Shares in the Company on the terms set out in the Explanatory Memorandum."

A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum

By Order of the Board

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Steven Notaro, Company Secretary Cann Group Limited 21 November 2025

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VOTING EXCLUSIONS

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolutions set out below by or on behalf of:

Resolution 2 – Approval of	Any person who participated in the Placement (namely the
Issue of Attaching Options	Placement participants), and any person who participated in the
under the Placement Options	Share Purchase Plan (SPP) (namely the SPP participants), or
Offer and SPP Options Offer	who will obtain a material benefit as a result of the issue (except
	a benefit solely by reason of being a holder of ordinary securities
	in the Company), and any Associate of those persons.
Resolution 3 – Approval of	Any person who provided firm and binding commitments to cover
Issue of SPP Shortfall	the SPP Shortfall, or who will obtain a material benefit as a result
Commitment Options under	of the issue (except a benefit solely by reason of being a holder
the SPP Shortfall Options	of ordinary securities in the Company), and any Associate of
Offer	those persons.
Resolution 4 – Approval of	Bell Potter Securities Limited (Bell Potter) or any person who will
Issue of Lead Manager	obtain a material benefit as a result of the issue (except a benefit
Options under the Lead	solely by reason of being a holder of ordinary securities in the
Manager Options Offer	Company), or an Associate of Bell Potter.
Resolution 5 – Approval of	Ms. Jennifer Pilcher, or any person who will obtain a material
Issue of Attaching Options to	benefit as a result of the issue (except a benefit solely by reason
Ms. Jennifer Pilcher, CEO &	of being a holder of ordinary securities in the Company), or an
Managing Director	Associate of Ms Jennifer Pilcher.
Resolution 6 – Approval of	Mr. Mike Ryan, or any person who will obtain a material benefit
Issue of Attaching Options to	as a result of the issue (except a benefit solely by reason of being
Mr. Mike Ryan, Non-Executive	a holder of ordinary securities in the Company), or an Associate
Director	of Mr Mike Ryan.
Resolution 7 – Ratification of	Any person who participated in the issue (namely the SPP
Prior Issue of SPP Shortfall	Shortfall Participants) and any Associate of those persons.
Shares

However, the Company need not disregard a vote in favour of Resolutions 2-7 by:

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

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

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following criteria 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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HOW TO VOTE

Voting entitlement	In accordance with the Constitution, each resolution considered at the Meeting will be decided by a poll (not by show of hands). In accordance with regulation 7.11.37 of the_Corporations Regulations 2001_(Cth), the Board of Directors of the Company (Board) has determined that for the purpose of voting at the General Meeting, shares will be taken to be held by those persons who are registered as holding them at7:00pm (Melbourne time)onFriday, 19 December 2025. 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 (Meeting) in respect of that share.
Attendance at the Meeting	If you attend the Meeting, please bring your personalised Proxy Form with you. The barcode at the top of the form will help you to register. If you do not bring your form with you, you will still be able to attend the Meeting but representatives from our share registry will need to verify your identity. You will be able to register from 10:00amon the day of the Meeting.
Appointing a proxy	If a shareholder is unable to attend and vote at the Meeting, they are entitled to appoint a proxy to attend and vote on their behalf. To do so, they can appoint the Chairman as their proxy or insert the name of their alternative proxy in the space provided in the enclosed Proxy Form. 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. 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 business on the Proxy Form.
Appointing the Chair as proxy	Where the Chairman is appointed as your proxy, you will be taken to have expressly authorised the Chairman to cast your votes on all of the proposed Resolutions set out in the Notice. If you sign the enclosed Proxy Form and do not appoint the Chairman or specify an individual or body corporate as your proxy, you will have appointed the Chairman 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 return your Proxy Form but your nominated proxy does not attend the Meeting, then your proxy will revert to the Chairman. As each Resolution will be determined on a poll, if your nominated proxy is either not recorded as attending the Meeting or does not vote on the Resolution, the Chairman is taken, before voting on the Resolution closes, to have been appointed as your proxy for the purposes of voting on the Resolutions. If you do not direct the Chairman how to vote your shares, the Chairman intends to vote undirected proxies in favour of Resolutions 1-6.

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Lodgement of proxy form		For the appointment of a proxy to be effective for the Meeting, the following documents must be received no later than 48 hours before the scheduled time for the Meeting, that is by no later than09:30am (Melbourne time) on Sunday, 21 December 2025 (Proxy Due Date/Time): • 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 as follows: Online(1): By Facsimile: By Post: By hand delivery(2): https://au.investor centre.mpms.muf g.com (+61 2) 9287 0309 Cann Group Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia Parramatta Square, Level 22, Tower 6 10 Darcy Street, Parramatta NSW 2150 OR Level 12, 680 George Street, Sydney NSW 2000 1. Login to the MUFG 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, your will need your “Holder Identifier” – Securityholder Reference Number (SRN) or Holder Identification Number (HIN). 2. Delivery only during business hours (Monday to Friday, 9:00am-5:00pm) If you have any queries and wish to contact our share registry, please call (+61) 1300 554 474.
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 the Company, the representative should provide a “Certificate of Appointment of Corporate Representative” to the Company’s Share Registry by emailing that certificate to support@cm.mpms.mufg.com no later than 48 hours before the scheduled time for the Meeting (refer to Proxy Due Date/Time specified above). A form of the certificate may be obtained from the Company’s Share Registry or online at www.mpms.mufg.com/en/mufg-corporate-markets. The appointment must comply with Section 250D of the Corporations Act.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum, which accompanies and forms part of the Notice, has been prepared to assist shareholders of the Company and any of their appointed representatives (" Shareholders ") with information which the Directors believe to be material in deciding whether or not to pass the Resolutions.

Resolution 1 - Election of Director

Introduction

It is intended that Mr Mike Ryan will be appointed as a Director of the Company on or about 1 December 2025 to fill a casual vacancy. Pursuant to Rule 49.2 of the Constitution, under which a Director appointed to fill a casual vacancy must not hold office (without re-election) past the next general meeting. Mr Mike Ryan, being eligible, has offered himself for re-election and is seeking re-election by Shareholders at this Meeting. His biographical details are set out below:

Mike has over 40 years of experience in the financial services sector. He has an extensive track record in strategic planning, organisational growth and stakeholder engagement and experience in leading financial services businesses in Australia and globally. He was previously head of equities at Shaw and Partners (6 years), spent 12 years at Goldman Sachs as an executive director, and was executive director / head of distribution at Morgan Stanley. He was previous director of (ASX:EOL) and currently serves as Chair of Sequoia Financial Group (ASX:SEQ), and director of PM Capital Global Opportunities Fund (ASX:PGF).

Voting and Directors’ recommendation

The Chairman intends to vote undirected proxies in FAVOUR of the election of Mr. Ryan.

The Directors (other than Mr. Ryan) recommend that Shareholders vote in FAVOUR of the election of Mr. Ryan.

Background to Resolutions 2 to 7

Refinance transaction

As announced to market on 27 October 2025, the Company is in the process of completing a major refinance of its loans. The refinance broadly involves four core activities:

• a) raising approximately $9 million (before costs) by way of a 2-tranche placement and share purchase plan;

• b) securing a new loan for the amount of $9 million (before costs) from its existing private credit lender;

• c) repaying its major lender the National Australia Bank ( NAB ) the agreed total sum of $15.3 million as full settlement of its loans (approximately $70 million); and

• d) securing working capital for the Company ( Refinance ).

Resolutions 2 to 7 relate to the capital raising at item a) above.

Capital raising

As announced to market on 27 October 2025, the Company received firm commitments of $6,500,000 (before costs) from professional and sophisticated investors identified as part of a book build process ( Placement Participants ) conducted by the Company’s appointed Lead Manager under a capital raising through the issue of an aggregate of approximately 565.22 million Shares at an issue price of 1.15 cents per Share ( Placement Shares ) ( Placement ). The issue price of the Placement Shares

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represents a 17.9% discount to the closing share price of 1.4 cents on 24 October 2025 and a 18.3% discount to the volume weighted average price of Shares traded on the ASX during the 5 trading days up to and including 24 October 2025. The Placement will be conducted in two tranches, comprising the issue of:

• 120,395,238 Placement Shares to the Placement Participants which were issued under the Company’s combined ASX Listing Rule 7.1 and 7.1A capacity;

• 440,474,327 Placement Shares subject to Shareholder approval to unrelated participants; and

• 4,347,826 Placement Shares subject to Shareholder approval to Ms Jennifer Pilcher, a Director of the Company.

In addition to the Placement, the Company has undertaken a securities purchase plan of Shares to certain eligible Shareholders pursuant to ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 for up to $30,000 worth of New Shares to raise approximately $2.5 million through the issue of approximately 217,391,304 Shares, which closed on Monday, 17 November 2025 ( SPP Offer ) The SPP Offer was conducted at the lower of 1.15 cents being the price for the Placement Shares or a 2.5% discount to the volume weighted average price of Shares traded on the ASX during the 5 trading days before the closing date of the SPP Offer.

SPP Shortfall

The Company received firm commitments for up to $2.5 million to cover any shortfall under the SPP Offer, in exchange for the issue of up to 15,000,000 options, on the same terms as the Attaching Options ( SPP Shortfall Commitment Options ).

The shortfall under the SPP Offer was 122,402,950 Shares ( SPP Shortfall Shares ) which have been taken up by the SPP Shortfall Participants, subject to the Shareholders approving Resolution 3 of the AGM. The SPP Shortfall Shares will be issued at 1 cent per Share, being the same issue price as the SPP Offer. For the avoidance of doubt, the SPP Shortfall Shares will only be issued to the SPP Shortfall Participants if the Company has the requisite Placement Capacity following Shareholders approving Resolution 3 of the AGM.

Lead Manager

The Company engaged Bell Potter Securities Pty Ltd (ABN 25 006 390 772) ( Bell Potter ) to act as lead manager to the Placement pursuant to a lead manager mandate dated 24 September 2025 ( Lead Manager Mandate ). Pursuant to the Lead Manager Mandate, in consideration for lead manager services provided, the Company agreed to pay the Lead Manager:

• a) 6% of the total funds raised under the Placement; and

• b) 29,723,666 options ( Lead Manager Options ) which will be issued subject to shareholder approval sought at this EGM.

The Lead Manager Mandate otherwise contains terms which are considered standard for an agreement of this type.

Options

In connection with the above capital raising, the Company has also made the following offers:

• an offer to all Placement Participants to apply for options on the terms set out in Schedule 1A ( Attaching Options ) on the basis of one (1) free attaching option for every one (1) Share

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subscribed for under the Placement with an exercise price of 1.15 cents per option and an expiry date of 15 June 2026 ( Placement Options Offer );

• an offer to participants in the SPP Offer ( SPP Participants ) to apply for one (1) Attaching Option for every one (1) Share subscribed for under the SPP Offer ( SPP Options Offer );

• a further offer of options on the terms set out in Schedule 1B ( Piggyback Options ) to holders of Attaching Options ( Eligible Optionholder ), on the basis of one (1) free attaching Piggyback Option for every one (1) Attaching Option exercised by an Eligible Optionholder with an exercise price of 2.85 cents per Share and an expiry date of 15 June 2028 ( Piggyback Options Offer );

• an offer to shortfall participants to the SPP Offer ( SPP Shortfall Participants ) to apply for up to 15,000,000 SPP Shortfall Commitment Options on the terms set out in Schedule 1A on the basis of approximately 6 SPP Shortfall Commitment Options for every $1.00 of shortfall commitment secured for the SPP Offer ( SPP Shortfall Options Offer ); and

• an offer to the Lead Manager to the SPP Offer to apply for 29,723,666 Lead Manager Options on the terms set out in Schedule 1C ( Lead Manager Options Offer ).

Subject to satisfying the ASX conditions for quotation of securities, the Company proposes to seek quotation of the Attaching Options and Piggyback Options on the ASX.

The issue of Attaching Options will be conditional upon the Company obtaining shareholder approval at this Meeting pursuant to Resolution 2. Given the Piggyback Options will only be issued to holders of Attaching Options that are validly exercised, the issue of Piggyback Options associated with the issue of Attaching Options will not proceed if Shareholder approval is not obtained for the issue of underlying Attaching Options pursuant to Resolution 2.

The issue of SPP Shortfall Options will be conditional upon the Company obtaining shareholder approval at this Meeting pursuant to Resolution 3.

The issue of Lead Manager Options will be conditional upon the Company obtaining shareholder approval at this Meeting pursuant to Resolution 4.

Use of funds

Funds raised from the Placement and SPP will contribute to funding the Refinance transaction mentioned above.

Shareholder approval

Resolutions 2 – 4 seeks Shareholder approval for the issue of the Attaching Options, SPP Shortfall Commitment Options and Lead Manager Options under ASX Listing Rule 7.1.

Resolutions 2: Approval of Issue of Attaching Options under the Placement and SPP Offer

As noted in the background section of this Explanatory Statement above, the Company seeks to issue a total of 775,652,173 Attaching Options under the Placement Options Offer and the SPP Options Offer as follows:

• 558,260,869 Attaching Options to Placement Participants pursuant to the Placement Options Offer; and

• 217,391,304 Attaching Options to SPP Participants pursuant to the SPP Options Offer.

Shareholder approval

Resolutions 2 seeks Shareholder approval for the issue of the Attaching Options under ASX Listing Rule 7.1.

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ASX Listing Rule 7.1

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

The proposed issue of the Attaching Options does not fit within any of the exceptions set out in ASX Listing Rule 7.2 and exceeds the 15% limit in ASX Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to ASX Listing Rule 7.1.

Technical information required by ASX Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Attaching Options. In addition, the issue of any Attaching Options, as well as the Shares and Piggyback Options that will be issued upon the valid exercise of any such Attaching Options, will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Attaching Options and associated Piggyback Options.

Technical information required by ASX Listing Rule 7.3

Recipients	Placement Participants and SPP Participants
Number	• 558,260,860 Attaching Options to Placement Participants • 217,391,304 Attaching Options to SPP Participants
Terms	The terms of the Attaching Options are set out in Schedule 1A.
Piggyback Options	A Piggyback Option will be issued for each Attaching Option exercised, the terms of which are set out in Schedule 1B.
Issue Date	The Attaching Options will be issued no later than 3 months after the date of the Meeting and are intended to be issued within 5 business days of the Meeting.
Use of Funds	The Company will not receive any proceeds from the issue of the Attaching Options. Funds will only be received to the extent they are exercised, which is at the holder’s discretion. The Company intends to use any funds raised upon the exercise of the Attaching Options and Piggyback Options for general working capital purposes.
Purpose of issue	To satisfy the Company’s obligations under the Refinance.
Confirmatory Statements	• The Attaching Options are not being issued under an agreement • The recipients of the Attaching Options are not a related party of the Company, a member of the Company’s Key Management Personnel, a substantial holder of the Company, an adviser of the Company or an associate of any of these parties who have been issued with Placement Shares that total more than 1% of issued capital of the Company; and • The Attaching Options are not being issued under, or to fund, a reverse takeover.

Voting and Directors' recommendation

The Chairman intends to vote undirected proxies in FAVOUR of Resolution 2.

A voting exclusion statement is included in the Notice.

The Directors unanimously recommend that Shareholders vote in FAVOUR of Resolution 2.

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Resolutions 3: Approval of Issue of SPP Shortfall Commitment Options

As noted in the background section of this Explanatory Statement above, the Company seeks to issue up to 15,000,000 SPP Shortfall Commitment Options on the terms set out in Schedule 1A on the basis of approximately 6 SPP Shortfall Commitment Options for every $1.00 of sub-underwriting commitment secured for the SPP Offer.

Shareholder approval

Resolution 3 seeks Shareholder approval for the issue of the SPP Shortfall Commitment Options under ASX Listing Rule 7.1.

ASX Listing Rule 7.1

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

The proposed issue of the SPP Shortfall Commitment Options does not fit within any of the exceptions set out in ASX Listing Rule 7.2 and exceeds the 15% limit in ASX Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to ASX Listing Rule 7.1.

Technical information required by ASX Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the SPP Shortfall Commitment Options. In addition, the issue of SPP Shortfall Commitment Options, as well as the Shares that will be issued upon the valid exercise of any such SPP Shortfall Commitment Options, will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the SPP Shortfall Commitment Options.

Technical information required by ASX Listing Rule 7.3

Recipient(s)	The persons who provided binding commitments to cover any shortfall associated with the SPP Offer.
Number	Up to 15,000,000 SPP Shortfall Commitment Options.
Terms	The terms of the SPP Shortfall Commitment Options are set out in Schedule 1A.
Issue Date	The SPP Shortfall Commitment Options will be issued no later than 3 months after the date of the Meeting and are intended to be issued within 5 business days of the Meeting.
Use of Funds	The Company will not receive any proceeds from the issue of the SPP Shortfall Commitment Options. Funds will only be received to the extent they are exercised, which is at the holder’s discretion. The Company intends to use any funds raised upon the exercise of the SPP Shortfall Commitment Options for general working capital purposes.
Purpose	To secure binding shortfall commitments under the SPP Offer.
Confirmatory Statements	• The SPP Shortfall Commitment Options are not being issued under an agreement; • The recipients of the SPP Commitment Options are not a related party of the Company, a member of the Company’s Key Management Personnel, a substantial holder of the Company, an adviser of the Company or an associate of any of these parties who have been issued with Placement Shares that total more than 1% of issued capital of the Company;and

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• The SPP Shortfall Commitment Options are not being issued under, or to fund, a reverse takeover.

Voting and Directors' recommendation

The Chairman intends to vote undirected proxies in FAVOUR of Resolution 3.

A voting exclusion statement is included in the Notice.

The Directors unanimously recommend that Shareholders vote in FAVOUR of Resolution 3.

Resolutions 4: Approval of Issue of Lead Manager Options

As noted in the background section of this Explanatory Statement above, the Company seeks to issue 29,723,666 Lead Manager Options on the terms set out in Schedule 1C.

Shareholder approval

Resolutions 4 seeks Shareholder approval for the issue of the Lead Manager Options under ASX Listing Rule 7.1.

ASX Listing Rule 7.1

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

The proposed issue of the Attaching Options does not fit within any of the exceptions set out in ASX Listing Rule 7.2 and exceeds the 15% limit in ASX Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to ASX Listing Rule 7.1.

Technical information required by ASX Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Lead Manager Options. In addition, the issue of Lead Manager Options, as well as the Shares that will be issued upon the valid exercise of any such Lead Manager Options, will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options.

Technical information required by ASX Listing Rule 7.3

Recipient(s)	Bell Potter Securities Limited
Number	29,723,666 Options.
Terms	The terms of the Lead Manager Options are set out in Schedule 1C.
Issue Date	The Lead Manager Options will be issued no later than 3 months after the date of the Meeting and are intended to be issued within 5 business days of the Meeting.
Use of Funds	The Company will not receive any proceeds from the issue of the Lead Manager Options. Funds will only be received to the extent they are exercised, which is at the holder’s discretion. The Company intends to use any funds raised upon the exercise of the Lead Manager Options for general working capital purposes.
Purpose of issue	To satisfy the Company’s obligations under the Lead Manager Mandate, the terms of summarised in the Background section above.

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Confirmatory Statements

• The Lead Manager Options will be issued in accordance with the Lead Manager Mandate, a summary of the material terms of which are set out above on page 2 of this Explanatory Memorandum. • The recipients of the Lead Manager Options are not a related party of the Company, a member of the Company’s Key Management Personnel, a substantial holder of the Company, an adviser of the Company or an associate of any of these parties who have been issued with Placement Shares that total more than 1% of issued capital of the Company; and • The Lead Manager Options are not being issued under, or to fund, a reverse takeover.

Voting and Directors' recommendation

The Chairman intends to vote undirected proxies in FAVOUR of Resolution 4.

A voting exclusion statement is included in the Notice.

The Directors unanimously recommend that Shareholders vote in FAVOUR of Resolution 4.

Resolutions 5 and 6 – Approval of Attaching Options issued to Directors

Introduction

Ms Jennifer Pilcher and Mr Mike Ryan intend to participate in the Placement described above, on the same terms as all other Placement Participants, which is subject to Shareholder at the annual general meeting on 28 November 2025.

Accordingly, Resolutions 5 and 6 respectively seeks Shareholder approval for the purposes of ASX Listing Rule 10.11 for the issue of 4,347,826 Attaching Options to Ms Jennifer Pilcher (or nominee(s)) and 2,608,696 Attaching Options to Mr Mike Ryan (or nominee(s)) (collectively Director Attaching Options ) on the terms and conditions set out below.

Chapter 2E of the Corporations Act

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 of Director Attaching Options to Ms Jennifer Pilcher and Mr Mike Ryan contained in Resolutions 5 and 6 respectively will be at the same price and terms as the Attaching Options under the Placement and SPP, 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.

ASX Listing Rule 10.11

ASX Listing Rule 10.11.1 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to a related party.

The issue of Director Attaching Options falls within ASX Listing Rule 10.11.1 and does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires the approval of Shareholders under ASX Listing Rule 10.11.

Technical information required by ASX Listing Rule 14.1A

If Resolutions 5 and 6 are passed, the Company will be able to proceed with the issue of Director Attaching Options within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules). As approval pursuant to ASX Listing Rule

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7.1 is not required for the issue of Director Attaching Options (because approval is being obtained under ASX Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 5 and 6 are not passed, the Company will not be able to proceed with the issue.

Technical Information required by ASX Listing Rule 10.13 and section 219 of the Corporations Act

Act
Recipient(s) and Number	• 4,347,826 Attaching Options will be issued to Ms Jennifer Pilcher; and • 2,608,696 Attaching Options will be issued to Mr Mike Ryan; or • their respective nominees
Consideration	The Director Attaching Options will be issued for nil consideration.
Terms	The terms of the Director Attaching Options are the same as Attaching Options and are set out in Schedule 1A. When validly exercised, each Director Attaching Option is exercisable for the issue of one (1) Share and one (1) Piggyback Option. The terms of issue of the Piggyback Options are set out in Schedule 1B.
Issue Date	the Director Attaching Options will be issued no later than 1 month after the date of the Meeting and are intended to be issued within 5 business days of the Meeting.
Use of Funds	The Company will not receive any proceeds from the issue. The Company intends to use any funds raised upon the exercise of the Director Attaching Options and Piggyback Options for general working capital purposes.
Purpose of issue	To satisfy the Company’s obligations under the Placement.
Confirmatory Statements	• The Director Attaching Options are not being issued under an agreement. • Director Attaching Options are not intended to remunerate or incentivise either Ms Jennifer Pilcher or Mr Mike Ryan.

Voting and Directors' recommendation

The Chairman intends to vote undirected proxies in FAVOUR of both resolutions 5 and 6.

A voting exclusion statement is included in the Notice.

The Directors (excluding Ms Jennfier Pilcher and Mr Mike Ryan respectively), unanimously recommend that Shareholders vote in favour of Resolutions 5 and 6.

Resolution 7 - Ratification of prior issue of SPP Shortfall Shares

Background to the SPP Shortfall

As announced to market on 27 October 2025, the Company conducted a securities purchase plan of Shares to certain eligible Shareholders pursuant to ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 for up to $30,000 worth of New Shares to raise $2 million, which will closed on 17 November 2025 ( SPP Offer ). The SPP Offer was conducted at the lower of the price for the Placement Shares or a 2.5% discount to the 5 day VWAP before the closing date of the SPP Offer, which was 1 cent.

As set out in the background section of the Explanatory Statement, there was a shortfall of the SPP of 122,402,950 Shares, which has been taken up by SPP Shortfall Participants subject to Shareholders approving Resolution 3 at the AGM.

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Use of funds

Funds raised from the SPP Shortfall will contribute to funding the Refinance transaction.

Shareholder approval

This resolution seeks Shareholder approval to ratify the prior issue of 122,402,950 SPP Shortfall Shares to unrelated SPP Shortfall Participants issued under Listing Rule 7.1.

Listing Rule 7.1 and 7.4

Broadly 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 ( Placement Capacity ).

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.

Approval of issue of SPP Shortfall Shares

The issue of the SPP Shortfall Shares does not fit within any of the exceptions to Listing Rule 7.1. Subject to Shareholders approving Resolution 3 at the AMG, while the issue does not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching that rule, Cann Group wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval under Listing Rule 7.1. To do this, Cann Group is asking shareholders to approve the Issue under Listing Rule 7.1 so that it does not use up any of the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

If Shareholders do not approve Resolution 3 at the AGM, the Company will not issue the SPP Shortfall Shares.

To this end, Resolution 7 seeks Shareholder ratification of the issue of the SPP Shortfall Shares under Listing Rule 7.4.

If Resolution 7 is passed, the issue of the SPP Shortfall Shares will be excluded from the Company’s Placement Capacity.

If Resolution 7 is not passed, the issue of the SPP Shortfall Shares will reduce, to that extent, Cann Group’s capacity to issue equity securities without shareholder approval under Listing Rule 7.1 for 12 months following the issue.

Technical Information required under Listing Rule 7.5

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

• (a) The SPP Shortfall Shares the subject of Resolution 7 were issued to professional and sophisticated investors who are clients of Bell Potter and/or existing shareholders of the Company. The SPP Shortfall Participants were identified through a bookbuild process, which involved Bell Potter and the Company seeking expressions of interest to participate in the capital raising from non-related parties of the Company. In accordance with paragraph 7.2 and 7.4 of ASX Guidance Note 21, the Company confirms that none of the SPP Shortfall Participants were:

• i. related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• ii. issued more than 1% of the issued capital of the Company;

• (b) the number of SPP Shortfall Shares issued under Listing Rule 7.1 is 122,402,950;

• (c) the date of issue of the SPP Shortfall Shares is expected to be on or after Friday, 28 November 2025, which is following the AGM whereby Shareholders are to vote on ratifying the Company's prior Placement;

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• (d) the issue price of the SPP Shortfall Shares is 1 cent per Share and the Company has not and will not receive any other consideration for the issue of the SPP Shortfall Shares;

• (e) the purpose of the SPP Offer was to raise funds for the Refinance transaction;

• (f) the SPP Shortfall Shares were issued as fully paid ordinary shares in the capital of the Company and from the date of issue rank equally in all respects with the existing shares;

• (g) the SPP Shortfall Shares were issued pursuant to the terms and conditions outlined in the subscriptions letters issued to, and accepted by, the SPP Shortfall Participants by the Lead Manager, and were not issued under an agreement; and

• (h) the SPP Shortfall Shares were not issued to fund a reverse takeover.

Voting and Directors' recommendation

The Chairman intends to vote undirected proxies in FAVOUR of Resolution 7.

A voting exclusion statement is included in the Notice.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 7.

GLOSSARY

$ means Australian dollars.

Attaching Option means an Option on the terms set out in Schedule 1A.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX

Associate has the meaning given to that term in ASX Listing Rule 19.12.

Bell Potter means Bell Potter Securities Pty Ltd ACN 006 390 772.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, public holidays and any other day that ASX declares is not a business day.

Chairman means the chair of the Meeting.

Company means Cann Group Limited ACN 603 949 739.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Optionholder has the meaning given to that term in the background section of the Explanatory Statement.

Explanatory Statement means the explanatory statement accompanying the Notice.

Extraordinary General Meeting or Meeting means the meeting convened by the Notice.

Lead Manager has the meaning given to that term in the background section of the Explanatory Statement.

Lead Manager Mandate has the meaning given to that term in the background section of the Explanatory Statement.

Lead Manager Options means an Option on the terms set out in Schedule 1C.

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Lead Manager Options Offer has the meaning given to that term in the background section of the Explanatory Statement.

Key Management Personnel are the Directors and those other persons who have authority and responsibility for planning, directing and controlling the activities of the Company, either directly or indirectly, as listed in the Remuneration Report for the year ended 30 June 2025.

Melbourne Time means Australian Eastern Standard Time as observed in Melbourne, Victoria.

New Options means the Attaching Options (including Director Attaching Options), SPP Shortfall Commitment Options, Piggyback Options and Lead Manager Options collectively.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Piggyback Option means an Option on the terms set out in Schedule 1B.

Piggyback Options Offer has the meaning given to that term in the background section of the Explanatory Statement.

Placement has the meaning given to that term in the background section of the Explanatory Statement.

Placement Options Offer has the meaning given to that term in the background section of the Explanatory Statement.

Placement Participant has the meaning given to that term in the background section of the Explanatory Statement.

Placement Shares has the meaning given to that term in the background section of the Explanatory Statement.

Proxy Form means the proxy form accompanying the Notice.

Refinance has the meaning given to that term in the background section of the Explanatory Statement.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

SPP Offer has the meaning given to that term in the background section of the Explanatory Statement.

SPP Options Offer has the meaning given to that term in the background section of the Explanatory Statement.

SPP Participant has the meaning given to that term in the background section of the Explanatory Statement.

SPP Shortfall Commitment Option means an Option on the terms set out in Schedule 1A.

SPP Shortfall Commitment Options Offer has the meaning given to that term in the background section of the Explanatory Statement.

SPP Shortfall Participant has the meaning given to that term in the background section of the Explanatory Statement.

SPP Shortfall Shares means 122,402,950 Shares.

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SCHEDULES

Schedule 1A: Specific Terms of Attaching Options and SPP Shortfall Commitment Options
Entitlement	(a) Each Attaching Option (which includes Director Attaching Options) and SPP Shortfall Commitment Option entitles the holder to subscribe for, and be allotted, one (1) fully paid Share and one (1) Piggyback Option. (b) Shares issued on the exercise of Attaching Options and SPP Shortfall Commitment Options will rank equally with all existing Shares on issue as at the exercise date, will be issued free of any encumbrances and will be subject to the provisions of the Constitution of the Company. (c) In addition to the issue of Shares, each exercised Attaching Option and SPP Shortfall Commitment Option will entitle the holder to be issued one (1) Piggyback Option, for no additional consideration, for each Attaching Option exercised or SPP Shortfall Commitment Option exercised. The Piggyback Options will be issued subject to the terms and conditions set out in Schedule 1B of this Notice.
Quotation	If the Shares of the Company are quoted on the ASX: (a) subject to meeting the requirements of the ASX Listing Rules for Quotation (as defined in the ASX Listing Rules) of a new class of securities, the Company will apply to the ASX for, and will use its best endeavours to obtain Quotation on the ASX of all Piggyback Options; and (b) the Company will apply to the ASX for, and will use its best endeavours to obtain, quotation of all Shares issued on the exercise of any Attaching Options and SPP Shortfall Commitment Options within 10 Business Days (as defined in the ASX Listing Rules) of issue. The Company gives no assurance that such quotation of Piggyback Options or any Shares issued on the exercise of any Piggyback Options will be granted. The Company gives no assurance that such quotation of Attaching Options and SPP Shortfall Commitment Options or any Shares issued on the exercise of any Attaching Options and SPP Shortfall Commitment Options will be granted.
Minimum	Holders of Attaching Options and SPP Shortfall Commitment Option may only exercise a minimum of $1,000 of Attaching Options and SPP Shortfall Commitment Options on any particular occasion, unless the Holder has, in total, less than $1,000 of Attaching Options or and SPP Shortfall Commitment Option, in which case they must exercise all their Attaching Options and/or and SPP Shortfall Commitment Option at the same time.
exercise
Expiry date	Each Attaching Option and SPP Shortfall Commitment Option will have an expiration date that is 15 June 2026.
Exercise price	1.15 cents (upon exercise) to acquire each Share.
General terms	Attaching Options and SPP Shortfall Commitment Options are subject to the General Terms outlined in Schedule 1D.
Schedule 1B: Specific Terms of Piggyback Options
Entitlement	(a) Each Piggyback Option entitles the holder to subscribe for, and be allotted, one (1) fully paid Share. (b) Shares issued on the exercise of Piggyback Options will rank equally with all existing Shares on issue as at the exercise date, will be issued free of any encumbrances and will be subject to the provisions of the Constitution of the Company.
Quotation	If the Shares of the Company are quoted on the ASX: (a) subject to meeting the requirements of the ASX Listing Rules for Quotation (as defined in the ASX Listing Rules) of a new class of securities, the Company will apply to the ASX for, and will use its best endeavours to obtain Quotation on the ASX of all Piggyback Options; and

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	(b) the Company will apply to the ASX for, and will use its best endeavours to obtain, quotation of all Shares issued on the exercise of any Piggyback Options within 10 Business Days (as defined in the ASX Listing Rules) of issue. The Company gives no assurance that such quotation of Piggyback Options or any Shares issued on the exercise of any Piggyback Options will be granted. The Company gives no assurance that such quotation of Piggyback Options or any Shares issued on the exercise of any Piggyback Options will be granted.
Minimum	Holders of Piggyback Options may only exercise a minimum of $1,000 of Piggyback Options on any particular occasion, unless the Holder has, in total, less than $1,000 of Piggyback Options, in which case they must exercise all their Piggyback Options at the same time.
exercise
Expiry date	Each Piggyback Option will have an expiration date that is 15 June 2028.
Exercise price	2.85 cents (upon exercise) to acquire each Share.
General terms	Piggyback Options are subject to the General Terms outlined in Schedule 1D.

Schedule 1C: Specific Terms of Lead Manager Options

Schedule 1C: Specific Terms of Lead Manager Options	Schedule 1C: Specific Terms of Lead Manager Options
Eligibility	The Lead Manager Options will be issued to Bell Potter Securities Limited.
Grant	29,723,666 Options.
Quotation	The Lead Manager Options will not be quoted on the ASX.
Minimum	Lead Manager Option holders may only exercise a minimum of $50,000 Lead Manager Options on any particular occasion.
exercise
Expiry date	Each Lead Manager Option will have an expiration date that is two years from the date of issue.
Exercise price	2.30 cents (upon exercise) to acquire each Share.
General terms	Lead Manager Options are subject to the General Terms outlined in Schedule 1D.

Schedule 1D: General Option Terms of New Options
Exercise	(a) Each New Option is exercisable immediately on issue. The New Options may be exercised at any time before their expiry date, wholly or in part, by delivering a duly completed form of notice of exercise together with payment of the exercise price. The Company will issue one Share for each New Option exercised. (b) The exercise of each New Option is subject to compliance with the Corporations Act 2001 (Cth) (Corporations Act) (in particular, the requirements of Chapter 6 of the Corporations Act). (c) All New Options will lapse on the earlier of receipt by the Company of notice from the holder that the holder has elected to surrender the Attaching Option, and the Attaching Option Expiry Date. (d) In the event of liquidation of the Company, all unexercised Attaching Options will lapse.
Constitution	Each holder who exercises Piggyback Options consents to becoming a member of the Company, and agrees to be bound by the Constitution of the Company upon the issue of the new Shares and be recorded in the Company’s register of members as the registered holder of the new Shares.
Terms of Shares	Any Shares issued as a result of exercising a New Option will be issued on the same terms andrank inall respects onequalterms,with Existing Shares.
issued
Transfer and security	Eligible Shareholders may only: (a) create a security interest in; or
interests

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	(b) transfer, assign, dispose or otherwise deal with, New Options, or any interest in New Options, with the prior written consent of the Board.
Quotation of Shares	Application for official quotation of Shares allotted and issued as a result of the exercise of the New Options will be made within three Business Days from the date of issue of the Shares.
issued
Option register	New Options will be registered in the name of a Shareholder in an option register maintained by the Share Registry. The Share Registry or Company will issue holding statements that evidence the number of New Options held.
Reconstruction of	If there is a reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company: (a) the number of New Options or the exercise price of the New Options or both will be adjusted in accordance with the ASX Listing Rules as applicable at the time of the reorganisation; and (b) in all other respects the terms for the exercise of the New Options will remain unchanged.
capital
Adjustment where	If there is a pro rata issue of Shares, the exercise price of the New Options will be adjusted as specified in Listing Rule 6.22.2. If there is a bonus or cash issue of Shares, the number of Shares issued upon exercise of the New Options will be adjusted as specified in Listing Rule 6.22.3. There will be no adjustment to the terms of the New Options if there is a pro rata issue of shares.
pro rata issue of
Shares, bonus
shares or stock
dividends
New issues of	The New Options do not confer a right to participate in new issues of Shares unless the New Options have been exercised on or before the record date for determining entitlements to the issue.
Shares
Notice of	The Company will give written notice to the New Option holder of any adjustment of the exercise price of the New Options and any increase or decrease in the number of New Options.
adjustments
Dividend and voting	(a) New Options do not provide the holder any entitlement to dividends or other distributions. (b) New Options do not entitle the holder to receive notice of, attend or vote at, any meeting of the Company’s Shareholders.
rights
Applicable law	Each New Option is issued subject to: (a) the Corporations Act; (b) the Listing Rules; and the Company’s constitution.
US securities law	The New Options may not be exercised by or on behalf of a person in the United States unless the New Options and the underlying shares have been registered under the_US Securities Act of 1933_and applicable US state securities laws, or exemptions from such registration requirements are available.
restriction

---------- END OF DOCUMENT ----------

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LODGE YOUR VOTE

ONLINE  https://au.investorcentre.mpms.mufg.com

ABN 25 603 949 739

BY MAIL  Cann Group Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia

• BY FAX

+61 2 9287 0309

• BY HAND

MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

 ALL ENQUIRIES TO Telephone: +61 1300 554 474 X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Cann Group Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy 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 Extraordinary General Meeting of the Company to be held at 9:30am (Melbourne time) on Tuesday, 23 December 2025 at the offices of HWL Ebsworth Lawyers, Level 8, 447 Collins Street, Melbourne, VIC 3000 (the Meeting ) and at any postponement or adjournment of the Meeting. 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 For Against Abstain * For Against Abstain * 1 Election of Director - Mr Mike Ryan 5 Approval of Issue of Attaching Options to Ms. Jennifer Pilcher, CEO & Managing Director 2 Approval of Issue of Attaching Options 6 Approval of Issue of Attaching Options Under the Placement and SPP Offer to Mr. Mike Ryan, Non-Executive Director 3 Approval of Issue of SPP Shortfall 7 Ratification of Prior Issue of SPP Commitment Options under the SPP Shortfall Shares Shortfall Options Offer

• 4 Approval of Issue of Lead Manager Options under the Lead Manager Options Offer

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

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) 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 PRX2503A

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

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.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 9:30am (Melbourne time) on Sunday, 21 December 2025, 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.

APPOINTMENT OF PROXY

Proxy Forms may be lodged as follows:

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 of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

ONLINE



https://au.investorcentre.mpms.mufg.com

Login to the Investor Centre using the holding details as shown Company. on the Voting/Proxy Form. Select ‘Voting’ and follow the DEFAULT TO CHAIRMAN OF THE MEETING prompts to lodge your vote. To use the online lodgement facility, Any directed proxies that are not voted on a poll at the Meeting will default shareholders will need their “Holder Identifier” - Securityholder to the Chairman of the Meeting, who is required to vote those proxies as Reference Number (SRN) or Holder Identification Number (HIN). directed. Any undirected proxies that default to the Chairman of the BY MOBILE DEVICE QR Code Meeting will be voted according to the instructions set out in this Proxy Our voting website is designed specifically Form. for voting online. You can now lodge your VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT vote by scanning the QR code adjacent or You may direct your proxy how to vote by placing a mark in one of the enter the voting link boxes opposite each item of business. All your shares will be voted in https://au.investorcentre.mpms.mufg.com accordance with such a direction unless you indicate only a portion of into your mobile device. Log in using the voting rights are to be voted on any item by inserting the percentage or Holder Identifier and postcode for your number of shares you wish to vote in the appropriate box or boxes. If you shareholding. do not mark any of the boxes on the items of business, your proxy may To scan the code you will need a QR code reader application vote as they choose. If you mark more than one box on an item your vote which can be downloaded for free on your mobile device. on that item will be invalid. BY MAIL APPOINTMENT OF A SECOND PROXY  Cann Group Limited You are entitled to appoint up to two persons as proxies to attend the C/- MUFG Corporate Markets (AU) Limited 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 Locked Bag A14 share registry or you may copy this form and return them both together. Sydney South NSW 1235 Australia To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the BY FAX  percentage of your voting rights or number of shares applicable to that +61 2 9287 0309 form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your  BY HAND votes. Fractions of votes will be disregarded; and delivering it to MUFG Corporate Markets (AU) Limited (b) return both forms together. Parramatta Square Level 22, Tower 6 SIGNING INSTRUCTIONS 10 Darcy Street You must sign this form as follows in the spaces provided: Parramatta NSW 2150 Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either * in business hours (Monday to Friday, 9:00am–5:00pm) 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. COMMUNICATION PREFERENCE Companies: where the company has a Sole Director who is also the Sole We encourage you to receive all your shareholder communication via Company Secretary, this form must be signed by that person. If the email. This communication method allows us to keep you informed company (pursuant to section 204A of the Corporations Act 2001 ) does without delay, is environmentally friendly and reduces print and mail not have a Company Secretary, a Sole Director can also sign alone. costs. 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 ONLINE*  in the appropriate place.

We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

https://au.investorcentre.mpms.mufg.com

Login to the Investor Centre using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, shareholders will need their “Holder Identifier” - Shareholder Reference Number (SRN) or Holder Identification Number (HIN).

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be received at support@cm.mpms.mufg.com prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE EXTRAORDINARY GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.