Tilray Brands, Inc. — Proxy Solicitation & Information Statement 2021

Jun 28, 2021

TILRAY, INC. 655 MADISON AVENUE 19TH FLOOR NEW YORK NY 10065

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On Thursday, July 29, 2021

The Special Meeting of Stockholders of Tilray, Inc., a Delaware corporation (the ‘‘Company’’), will be held online on Thursday, July 29, 2021 at 11:00 a.m. Eastern Time. There will be no physical location for stockholders to attend. Stockholders may only participate by logging in at https://www.virtualshareholdermeeting.com/TRLY2021SM2. To participate in the Special Meeting, you will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials.

Items of business at the Special Meeting will be to consider and to vote on proposals to amend the Company’s Amended and Restated Certificate of Incorporation (the ‘‘Certificate of Incorporation’’) to:

1. Increase the number of shares of common stock we are authorized to issue from 743,333,333 shares of capital stock to 990,000,000 shares of capital stock;

2. Elect not to be governed by Section 203 of Delaware General Corporation Law;

3. Permit stockholders of the Company to take action by written consent;

4. Approve four sub-proposals related to other governance changes to the Certificate of Incorporation:

a) Eliminate the dual structure of Class 1 Common Stock and Class 2 Common Stock, and instead authorize the issuance of two classes of stock of the Company: (i) Common Stock and (ii) Preferred Stock,

b) Declassify the board of directors of the Company and provide that all such directors will be elected at each annual meeting of stockholder,

c) Remove limitations on the corporate opportunity doctrine, which generally provides that officers and directors may not divert to themselves or their affiliates any business opportunity presented to, or otherwise rightfully belonging to, the Company, and

d) Provide that the directors of the Company may be removed with or without cause at any time by the holders of a majority of the voting power of the Company’s then-outstanding shares of capital stock, subject to the rights of holders of Preferred Stock;

1. Effect other changes to the Certificate of Incorporation to eliminate certain provisions related to the Company’s prior status as a ‘‘controlled company,’’ which are no longer applicable and to make other administrative and conforming amendments and changes as necessary in light of the foregoing proposals.

Additional items of business at the Special Meeting will be to consider and to vote on proposals to:

1. Approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt any of the above proposals; and

2. Transact other business that may properly come before the Special Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Special Meeting is June 22, 2021. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof.

By Order of the Board of Directors,

/s/ Dara Redler

Dara Redler

New York, NY June 25, 2021

Interim Chief Legal Officer and Corporate Secretary