HEXO Corp. — Proxy Solicitation & Information Statement 2022

May 16, 2022

HEXO CORP.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) of HEXO Corp. (the “ Corporation ”) will be held on June 14, 2022 at 4:00 p.m. (EDT) for the following purposes:

1. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the “ Note Amendment Resolution ”), the full text of which is set forth in Appendix A to the accompanying management information circular relating to the Meeting (the “ Circular ”), authorizing and approving certain amendments to the Corporation’s senior secured convertible note due May 1, 2023, issued on May 27, 2021, in an original aggregate principal amount of US$360 million (as amended, the “ Amended Note ”) as required pursuant to the rules of the Toronto Stock Exchange (the “ TSX ”), including (i) the potential issuance of more than 25% of the issued and outstanding Common Shares (on a non-diluted basis) in connection with the Amended Note; (ii) the issuance of Common Shares to Tilray Brands, Inc., the proposed holder of the Amended Note, which may “materially affect control” of the Corporation; and (iii) the potential issuance of Common Shares by the Corporation at a price less than the market price of the Common Shares less the maximum allowable discount, both as determined by TSX rules, in the event that it wishes to or is required to satisfy certain redemption or other payments under or in connection with the Amended Note in Common Shares;

2. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the “ Standby Commitment Resolution ”), the full text of which is set forth in Appendix B to the accompanying Circular, approving certain aspects of the Corporation’s equity purchase agreement (the “ Equity Purchase Agreement ”) with 2692106 Ontario Inc. (the “ Investor ”) and KAOS Capital Ltd. (“ KAOS ”), pursuant to which the Investor agreed to subscribe for, and the Corporation agreed to issue and sell, on and subject to the terms of the Equity Purchase Agreement, up to $180 million in Common Shares of the Corporation (the “ Standby Commitment ”), as required pursuant to the rules of the TSX, including (i) the potential issuance of more than 25% of the issued and outstanding Common Shares (on a non-diluted basis) to the Investor; (ii) the issuance of Common Shares to the Investor which may “materially affect control” of the Corporation; and (iii) the potential issuance of Common Shares to the Investor at a price less than the market price of the Common Shares less the maximum allowable discount, both as determined by TSX rules; and

3. 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 May 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.

Proxies must be deposited with TSX Trust Company not later than 4:00 p.m. (EDT) on June 10, 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

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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://virtual meetings.tsxtrust.com/en/1361 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://virtual meetings.tsxtrust.com/en/1361. 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 4:00 p.m. (EDT) on June 10, 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
	By Facsimile:		416-595-9593
	By Internet:		www.voteproxyonline.comYou will need to provide your 12 digit control number (located onthe form of proxy accompanying this 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.

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.

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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, Morrow Sodali, by telephone at 1.888.999.2602 toll-free in North America or at 1.289.695.3075 outside of North America, or by email at assistance@morrowsodali.com.

NOTICE-AND-ACCESS

Notice is also hereby given that the Corporation has decided to use the notice-and-access method of delivery of meeting materials for the Meeting for beneficial owners of Common Shares (the “ Non-Registered Shareholders ”) and for registered Shareholders. The notice-and-access method of delivery of meeting materials allows the Corporation to deliver the meeting materials over the Internet in accordance with the notice-and-access rules adopted by the Canadian Securities Administrators under National Instrument 54-101— Communication with Beneficial Owners of Securities of a Reporting Issuer . Under the notice-and-access system, registered Shareholders will receive a form of proxy and Non-Registered Shareholders will receive a voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of this Notice, the Circular, the form of proxy, and other meeting materials (collectively the “ Meeting Materials ”), Shareholders will receive a notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the Meeting Materials to Shareholders. Shareholders are reminded to view the Meeting Materials prior to voting. The Corporation will not be adopting stratification procedures in relation to the use of notice-and-access provisions.

Websites Where Meeting Materials Are Posted

Meeting Materials can be viewed online under the Corporation’s profile on SEDAR at www.sedar.com, EDGAR at www.sec.gov or at https://docs.tsxtrust.com/2092, the website for the Meeting Materials maintained by the Corporation’s transfer agent and registrar. The Meeting Materials will remain posted on TSX Trust Company’s website at least until the date that is one year after the date the Meeting Materials were posted.

How to Obtain Paper Copies of the Meeting Materials

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on TSX Trust Company’s website. In order to receive a paper copy of the Meeting Materials, or if you have questions concerning notice-andaccess, please call or email the Corporation’s transfer agent and registrar, TSX Trust Company, toll free at 1-866-6005869 or TMXEInvestorServices@tmx.com. Requests should be received by June 3, 2022 in order to receive the Meeting Materials in advance of the Meeting.

The Circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice. Additional information about the Corporation and its consolidated financial statements are also available under the Corporation’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

DATED at Gatineau, Québec this May 9, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “ Charlie Bowman ”

Charlie Bowman

Acting President and Chief Executive Officer