Cannara Biotech Inc. — AGM Information 2021

Dec 30, 2021

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General Meeting to be held on January 24, 2022

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 10:00 a.m., EST, on January 20, 2022.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone

To Vote Using the Internet

• Call the number listed BELOW from a touch tone telephone.

• Go to the following web site: www.investorvote.com

• 1-866-732-VOTE (8683) Toll Free • Smartphone? Scan the QR code to vote now.

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To Virtually Attend the Meeting

• You can attend the meeting virtually by visiting the URL provided on the back of this document.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01SJ9A

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Appointment of Proxyholder

I/We being holder(s) of securities of Cannara Biotech Inc. (the Print the name of the person you are “Corporation”) hereby appoint: Zohar Krivorot, or failing this person, OR appointing if this person is someone Nicholas Sosiak (the “Management Nominees”) other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General Meeting of shareholders of the Corporation to be held by way of a live webcast and teleconference (per the instructions below) on January 24, 2022, at 10:00 a.m. (Montreal Time) and at any adjournment or postponement thereof.

AUDIENCE WEBCAST URL:

https://cannarabiotechquebecinc.my.webex.com/cannarabiotechquebecinc.my/j.php?MTID=m4449116d7396cf02703651f8fc2a8a09

Meeting Number: 2633 215 4047

Passcode: LOVE2022 (56832022 from phones and video systems)

JOIN BY VIDEO SYSTEM

Dial 26332154047@webex.com OR dial 173.243.2.68 and enter meeting number 2633 215 4047

TELECONFERENCE DIAL-IN:

US Toll +1-650-479-3208

Access code: 263 321 54047

Note re Teleconference:* Shareholders accessing the Meeting via Teleconference will not** be able to vote or speak at the Meeting. In order to vote or speak at the Meeting, Shareholders will need to join the webcast and utilize the chat function during the Meeting. A moderator will be present to allow Shareholders to vote or speak at the Meeting at the appropriate time.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT OVER THE BOXES.
							For	Against
1. Number of Directors To set the number of Directors at 5.
2. Election of Directors
For Withhold	For	Withhold					For	Withhold
01. Mary Durocher 02. Jack M. Kay				03. Zohar Krivorot
04. Donald Olds 05. Derek Stern
							For	Withhold
3. Appointment of Auditors Appointment of KPMG LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fx their remuneration.
4. Resolution Approving the Adoption of the Option Plan						For	Withhold Against			Fold
1. Subject to the Corporation receiving any other regulatory approvals if so required, the Option Plan as described in the management information circular dated December 22, 2021 and all unallocated entitlements issuable pursuant to the Option Plan are hereby approved and ratifed and authorized for
issuance until the date that is one year from the date of the Meeting; and 2. Any one director or offcer of the Corporation is authorized and directed on behalf of the Corporation to execute all documents and to do all such other acts and things as such director or offcer may determine to be necessary or advisable to give effect to the foregoing provisions of this resolution.
Signature(s) Signature of Proxyholder						Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting.If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.						MM /	DD /YY
Interim Financial Statements– Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail. Annual Financial Statements –Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.				Information Circular –Mark this box if you would like to receive the Information Circular by mail for the next securityholders’ meeting.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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