HEXO Corp. — AGM Information 2022

Feb 14, 2022

HEXO CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) of HEXO Corp. (the “ Corporation ”) will be held on Tuesday, March 8, 2022 at 10:00 a.m. (EST) for the following purposes:

1. to receive the audited financial statements of the Corporation for the year ended July 31, 2021, together with the auditors’ report thereon;

2. to elect the directors of the Corporation for the ensuing year;

3. to appoint PricewaterhouseCoopers LLP as the auditors of the Corporation for the ensuing year and authorize the directors to fix the remuneration of the auditors;

4. to consider and, if thought advisable, pass, with or without variation, a special resolution, the full text of which is set forth in the accompanying management information circular (the “ Circular ”), approving a change in the municipality in Ontario in which the Corporation’s registered office is located to Belleville;

5. to consider and, if thought advisable, pass, with or without variation, a special resolution, the full text of which is set forth in the accompanying Circular, authorizing the Corporation to amend its articles to increase the maximum number of directors from ten (10) to twelve (12);

6. to consider and, if thought advisable, pass, with or without variation, a special resolution, the full text of which is set forth in the Circular, authorizing and approving an amendment to the Articles of the Corporation to effect a consolidation of the issued and outstanding Common Shares on the basis of one (1) postconsolidation Common Share for a number of pre-consolidation Common Shares to be determined within a range of two (2) and fourteen (14) pre-consolidation Common Shares, and authorizing the Board of Directors of the Corporation to determine the final consolidation ratio within such range in its sole discretion, as more particularly described in the Circular;

7. to consider and, if thought advisable, pass an ordinary resolution, the full text of which is set forth in the Circular, approving the unallocated awards under the Corporation’s Amended and Restated Omnibus LongTerm Incentive Plan and ratifying the previous grants of certain awards thereunder, as more particularly described in the Circular; and

8. to transact such other business as may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof.

Information relating to the matters to be brought before the Meeting is set forth in the Circular.

The Board of Directors of the Corporation has fixed Friday, February 4, 2022 as the record date for the Meeting. Shareholders of record at the close of business on this date are entitled to notice of the Meeting and to vote thereat or at any adjournment(s) or postponement(s) thereof on the basis of one vote for each Common Share held.

The Corporation is holding the Meeting as a virtual meeting, which will be conducted via live webcast. Shareholders will not be able to attend the Meeting in person.

To address potential issues arising from the unprecedented public health impact of the novel coronavirus (COVID19), comply with applicable public health directives that may be in force at the time of the Meeting, and to limit and mitigate risks to the health and safety of our Shareholders, directors, officers, employees, other stakeholders and communities, we will be holding the Meeting in a virtual-only format. Shareholders will not need to, or be able to, physically attend the Meeting. Registered Shareholders and duly appointed proxyholders are entitled to vote at the Meeting either by attending virtually or by submitting a form of proxy.

For questions or assistance, please contact HEXO’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-866-229-8263 toll-free in North America, or 1-416-867-2272 outside of North America, or by email at contactus@kingsdaleadvisors.com. To keep current with further developments and information about voting your shares, please visit www.HEXOForward.com.

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Proxies must be deposited with TSX Trust Company not later than 10:00 a.m. (EST) on Friday, March 4, 2022 or, if the Meeting is adjourned or postponed, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such reconvened meeting or any adjournment or postponement thereof. Late proxies may be accepted or rejected by the Chair of the Meeting at his or her discretion and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy. The Chair of the Meeting shall have the discretion to waive or extend the proxy deadlines without notice.

In order to attend, participate in or vote at the Meeting (including to vote or ask questions at the Meeting), registered Shareholders and duly appointed proxyholders must have a valid username. Guests are welcome to attend and listen to the live webcast, but will be unable to participate in or vote at the Meeting. To join as a guest, please visit the Meeting online at https://web.lumiagm.com/283055768 and select “Join as a Guest” when prompted.

Registered Shareholders : Registered Shareholders may attend, participate in and vote at the Meeting. Registered Shareholders and duly appointed proxyholders will be able to access the Meeting at https://web.lumiagm.com/283055768. Registered Shareholders may enter the Meeting by clicking “I have a control number” and entering a username and password before the start of the Meeting. The 12-digit control number is located on your form of proxy. The password for the Meeting is “ hexo2022 ” (case sensitive). If as a registered Shareholder you use your control number to access the Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies for the Meeting and will be provided with the opportunity to vote by online ballot on the matters put forth at the Meeting. If you do not wish to revoke a previously submitted proxy, you will not be able to participate at the Meeting online and can only attend the meeting as a guest.

Duly appointed proxyholders : Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting (including non-registered Shareholders who have appointed themselves as proxyholder to attend, participate in or vote at the Meeting) MUST submit their duly completed proxy or voting instruction form, as applicable, AND register the proxyholder in advance of the proxy cut-off at 10:00 a.m. (EST) on Friday, March 4, 2022 or, if the Meeting is adjourned or postponed, by not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date at which the Meeting is reconvened. Late proxies may be accepted or rejected by the Chair of the Meeting at his or her discretion and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy. The Chair of the Meeting shall have the discretion to waive or extend the proxy deadlines without notice. Following registration of a proxyholder, the Corporation’s transfer agent, TSX Trust Company, will provide duly appointed proxyholders with a 12-digit control number by e-mail after the voting deadline has passed. The password for the Meeting is “ hexo2022 ” (case sensitive).

Non-Registered Shareholders : Non-registered Shareholders (being beneficial Shareholders who hold their Common Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend the Meeting as a guest and view the webcast but will not be able to participate in or vote at the Meeting.

If you are a registered Shareholder and are unable to attend the Meeting virtually, please exercise your right to vote by completing, signing, dating and returning the accompanying form of proxy to TSX Trust Company, the transfer agent of the Corporation, as soon as possible, so that as large a representation as possible may be had at the Meeting. To be valid, completed proxy forms must be signed, dated and deposited with TSX Trust Company using one of the following methods:

	By Mail DeliveryUsing the MailReturn EnvelopeProvided by TSXTrust Company:		TSX Trust CompanySuite 301, 100 Adelaide Street WestToronto, Ontario M5H 4H1
	Facsimile:		416-595-9593
	By Internet:		www.voteproxyonline.comYou will need to provide your 12 digit control number (located onthe form ofproxyaccompanyingthis Circular)

If a Shareholder receives more than one form of proxy because such Shareholder owns Common Shares registered in different names or addresses, each form of proxy should be completed and returned.

For questions or assistance, please contact HEXO’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-866-229-8263 toll-free in North America, or 1-416-867-2272 outside of North America, or by email at contactus@kingsdaleadvisors.com. To keep current with further developments and information about voting your shares, please visit www.HEXOForward.com.

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If you receive these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary.

If you have any questions about any of the information in this Notice of Meeting or the accompanying Circular or require assistance in completing your form of proxy or voting instruction form, please consult your financial, legal, tax and other professional advisors or the Corporation’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by telephone at 1-866-229-8263 (toll-free in North America) or at 1-416-867-2272 outside of North America, or by email at contactus@kingsdaleadvisors.com.

Your support is extremely important. Please vote only your WHITE Management form of proxy or WHITE Management voting instruction form today.

To keep current with further developments and information about voting your Common Shares, please visit www.HEXOForward.com.

DATED at Gatineau, Québec this 3[rd] day of February, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “ Scott Cooper ” Scott Cooper

President and Chief Executive Officer and Director

For questions or assistance, please contact HEXO’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-866-229-8263 toll-free in North America, or 1-416-867-2272 outside of North America, or by email at contactus@kingsdaleadvisors.com. To keep current with further

developments and information about voting your shares, please visit www.HEXOForward.com.