CANN GROUP LIMITED — Share Issue/Capital Change 2022

May 1, 2022

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

CANN GROUP LIMITED

Date of this announcement

Monday May 02, 2022

The +securities the subject of this notification are:

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Unquoted options that have been exercised or other unquoted +convertible securities that have been converted

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Restricted LTI Plan shares	100,000	27/04/2022
to be confirmed

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

CANN GROUP LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ACN

Registration number

603949739

1.3 ASX issuer code

CAN

1.4 The announcement is

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New announcement

1.5 Date of this announcement

2/5/2022

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

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Unquoted options that have been exercised or other unquoted +convertible securities that have been converted

2.2b The +securities being issued, transferred or re-classified as a result of the options being exercised or other +convertible securities being converted are:

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in a class which is not quoted on ASX and which does not have an existing ASX security code ("new class")

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX

in an Appendix 3B

The right of the holder of the options or other +convertible securities to receive the +underlying securities is being satisfied by:

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A reclassification of the +convertible securities as securities in the same class as the +underlying securities

The underlying securities being received by the holder are:

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Are not, and are not intended to be, quoted by ASX

Existing +securities converting into a new class

FROM (Existing Class) ASX +Security code and description

CANAC : PERFORMANCE RIGHTS

TO (New Class) ASX +Security code

New class - code to be confirmed

TO (New Class) +Security description

Restricted LTI Plan shares

TO (New Class) TO (New Class) +Security type ISIN code Ordinary fully or partly paid shares/units Please state the number of options The first date the options were The last date the options were that were exercised or other exercised or other +convertible exercised or other +convertible +convertible securities that were securities were converted securities were converted converted 27/4/2022 100,000 Is this all of the options or other +convertible securities on issue of that type? No Were the options being exercised or other +convertible securities being converted issued under an +employee incentive scheme? Yes

Are any of the options being exercised or other +convertible securities being converted held by +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or associates who are exercising options or converting convertible securities.

Name of KMP Name of registered holder Number of +securities Jonathan Hartshorn Same 50,000

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Date the +securities the subject of this notification were issued

27/4/2022

Will the +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

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Yes

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

The plan shares are being issued pursuant to the Company's Long Term Incentive Plan, details of which are set out at page 21 of the Company's Notice of AGM dated 22 October 2020 (https://investors.canngrouplimited.com/DownloadFile.a xd?file=/Report/ComNews/20201022/02297115.pdf.)

The restricted LTI plan shares are issued as ordinary shares, but are subject to transfer conditions restricting their transfer for a period of two years from their date of issue or until the date that the employee ceases to be employed by the Company.

Ordinary fully or partly paid shares/units Details

+Security currency

AUD - Australian Dollar

Are there CDIs issued over the +securities?

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No

Is it a Partly Paid class of +security?

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No

Is it a stapled class of +security?

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No

Any other information the entity wishes to provide about the +securities the subject of this notification

The restricted LTI plan shares are issued as ordinary shares, but are subject to transfer conditions restricting their transfer for a period of two years from their date of issue or until the date that the employee ceases to be employed by the Company.

Issue details

Number of +securities

100,000

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
CAN : ORDINARY FULLY PAID	349,123,525
4.2 Unquoted +Securities (Total number of each +class of +securities issued but	not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
CANAC : PERFORMANCE RIGHTS	3,676,362
New class - code to be confirmed : Restricted LTI Plan shares	100,000

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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