MedMen Enterprises Inc. — Proxy Solicitation & Information Statement 2022

Mar 16, 2022

MEDMEN ENTERPRISES INC. 10115 Jefferson Boulevard Culver City, California 90232

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

To Be Held on April 20, 2022 9:00 A.M. (Pacific Time)

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “ Meeting ”) of the Shareholders of MEDMEN ENTERPRISES INC., a British Columbia corporation (“ MedMen ,” “ we ,” “ our ,” “ us ,” or the “ Company ”), will held virtually via the Internet at 9:00 a.m. (Pacific Time) on April 20, 2022 for the following purposes:

1. to set the number of directors of the Company for the ensuring year at five (5), subject to permitted increases under the articles of the Company or otherwise;

2. to elect the directors to serve for the ensuing year;

3. to approve an amendment to the MedMen Enterprises Inc. 2018 Stock and Incentive Plan to set the amount reserved for future issuance under the plan to 200,000,000 Class B Subordinate Voting Shares plus all shares underlying outstanding awards as of April 1, 2021, the effective date of the approval by the board of directors;

4. to appoint MNP LLP as the auditors of the Company for the ensuing year and to authorize the board of directors of the Company to fix their remuneration; and

5. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

Particulars of the foregoing matters are set forth in the proxy statement for the Meeting dated March 11, 2022 (the “p roxy statement ”). The board of directors of the Company has fixed the close of business on March 4, 2022 as the record date for the determination of the shareholders of MedMen entitled to receive notice of, and to vote at, the Meeting (the “ Record Date ”). Only holders of our Class B Subordinate Voting Shares whose names have been entered in the register of shareholders as of the close of business on March 4, 2022 will be entitled to receive notice of, and to vote at, the Meeting and any postponements, adjournments or continuations thereof.

The Company is holding the Meeting as a completely virtual meeting (“ Virtual Meeting ”), which will be conducted via live webcast, where all shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting. Shareholders will not be able to attend the Meeting in person. Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting, or any adjournment or postponement of the Meeting, online at web.lumiagm.com/243159945. Beneficial shareholders (being shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary (a “ non-registered shareholder ”)) who have not duly appointed themselves as proxyholder will be able to attend as a guest and view the webcast but not be able to participate or vote at the Meeting. For further information, see “ General Information About the Annual and Special Meeting — Non-Registered Shareholders ”, and “ General Information About the Annual and Special Meeting — Voting at the Meeting” in the proxy statement.

A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form, to represent him, her or it at the Meeting may do so by inserting such person’s name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy and vote your Shares, including if you are a non-registered shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. Without a Username, proxyholders will not be able to attend, participate or vote at the Meeting. To register a proxyholder, shareholders MUST send an email to medmen@odysseytrust.com and provide Odyssey Trust

Company (“ Odyssey ”) with their proxyholder’s contact information, amount of shares appointed, name in which the shares are registered if they are a registered shareholder, or name of broker where the shares are held if a beneficial shareholder, so that Odyssey may provide the proxyholder with a Username via email.

On March 11, 2022, we mailed to our registered shareholders as of the close of business on the Record Date, an Important Notice Regarding the Internet Availability of Proxy Materials (the “ Notice ”) containing instructions on how to access our proxy statement and our Annual Report on Form 10-K for the year ended June 26, 2021 (the “ Annual Report ”) on the Internet and also how to vote their shares via the Internet. If you received a Notice by mail, you will not receive printed proxy materials unless you specifically request them. Both the Notice and the proxy statement contain instructions on how you can request a paper copy of the proxy statement and the Annual Report on Form 10-K for the fiscal year ended June 26, 2021.

Whether or not you are able to attend the Meeting in person, you are encouraged to provide voting instructions on the enclosed form of proxy as soon as possible. The Company’s transfer agent, Odyssey, must receive your proxy no later than April 18, 2022 at 9:00 a.m. (Pacific time), or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays in the Province of British Columbia) before any adjourned or postponed Meeting. You must send your proxy to the Company’s transfer agent by either using the envelope provided or by mailing the proxy to Odyssey Trust Company, Proxy Department, 350 – 409 Granville Street, Vancouver, British Columbia, Canada V6C 1T2. You may vote by email at proxy@odysseytrust.com, Attention: Proxy Department. You may also vote on the internet by going to http://odysseytrust.com/Transfer-Agent/Login and following the instructions. You will need your 12 digit control number located on the form of proxy.

If you are a non-registered shareholder, you should follow the voting procedures described in the form of proxy or voting instruction form provided by your broker or intermediary or call your broker or intermediary for information as to how you can vote your shares. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each non-registered shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting. Note that the deadlines set by your broker or intermediary for submitting your form of proxy or voting instruction form may be earlier than the dates described above. Shareholders should follow the instructions on the forms they receive and if they have any questions contact their intermediaries or Odyssey, the Company’s transfer agent, toll free within North America at 1.800.517.4553, at 1.587.885.0960 outside of North America or by e-mail at proxy@odysseytrust.com.

Whether or not you plan to attend the Meeting via live webcast, we encourage you to read this proxy statement and promptly vote your shares . For specific instructions on how to vote your shares, please refer to the section entitled “ General Information About the Annual and Special Meeting ” and to the instructions on your proxy or voting instruction card.

BY ORDER OF THE BOARD

Dated: March 11, 2022

/s/ Michael Serruya Michael Serruya , Chairman and Chief Executive Officer