Verano Holdings Corp — Proxy Solicitation & Information Statement 2025

Sep 27, 2025

VERANO HOLDINGS CORP.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 27, 2025

The special meeting of shareholders (the “Meeting”) of Verano Holdings Corp., a British Columbia corporation (the “Company”), will be a virtual meeting held on October 27, 2025, at 9:30 a.m. (Central Time), via live webcast at https://meetings.lumiconnect.com/400-949-707-049. The password “verano2025” (case sensitive) is required to enter the Meeting.

The Meeting will be held for the following purposes:

1. to consider and, if thought advisable, pass a special resolution, the full text of which is set forth in Appendix A to the accompanying management information circular and proxy statement dated September 26, 2025, to approve a plan of arrangement (the “Plan of Arrangement”) under Section 288 of the Business Corporations Act (British Columbia) involving, among other things, the continuance of the Company from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States, as more particularly described in the accompanying management information circular and proxy statement;
2. to approve one or more adjournments of the Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the Plan of Arrangement; and
3. to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

This Notice of Special Meeting of Shareholders is being distributed on or about September 26, 2025 and is accompanied by a management information circular and proxy statement for the Meeting.

The management information circular and proxy statement are available for viewing, printing or downloading on the Company’s website at https://investors.verano.com, on the Company’s profile page on Canada’s System for Electronic Document Analysis and Retrieval at https://www.sedarplus.ca and on the Company’s profile page on the U.S. Securities and Exchange Commission’s website at https://www.sec.gov.

Shareholders will not be able to attend the Meeting in person. Registered shareholders and duly appointed proxyholders (who have properly registered) will be able to attend, participate and vote at the Meeting online at https://meetings.lumiconnect.com/400-949-707-049. Additional information on how to attend and participate at the Meeting can be found in the accompanying management information circular and proxy statement.

The record date for the determination of shareholders of the Company entitled to receive notice of and to vote at the Meeting or any adjournments thereof is September 25, 2025. Shareholders whose names are set forth in the register of shareholders of the Company at the close of business on such date will be entitled to receive notice of and to vote at the Meeting or any adjournments thereof.

A shareholder of the Company may attend the Meeting live via webcast or may be represented at the Meeting by proxy. Registered shareholders of the Company who are unable to attend the Meeting or any adjournments thereof may vote their shares via the Internet using secure online voting or may date, sign and return their proxy card for use at the Meeting or any adjournments thereof. All voting instructions are listed on the proxy card or on the voting instructions sent by an intermediary.

Your proxy card must be received by our proxy tabulator, Odyssey Trust Company, no later than 9:30 a.m. (Central Time) on October 23, 2025 or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) before the beginning of the Meeting following any adjournments thereof. If you are a non-registered holder, please provide your voting directions by the time specified by your intermediary.

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Whether or not you plan to attend the Meeting via live webcast, we encourage you to read the accompanying management information circular and proxy statement and promptly vote your shares. For specific instructions on how to vote your shares, please refer to the heading titled “How You Can Vote” and to the instructions on your proxy card or voting instructions sent by an intermediary.

Pursuant to the Business Corporations Act (British Columbia) (the “BCBCA”), the Plan of Arrangement and an interim order made by the Supreme Court of British Columbia, each registered shareholder of the Company will be granted the right to dissent in respect of the special resolution approving the Plan of Arrangement. To exercise such dissent right: (a) a written notice of dissent must be received by the Company c/o Fasken Martineau DuMoulin LLP, at 2900 - 550 Burrard St. Vancouver, BC V6C 0A3, Canada, to the attention of Mark Pontin by 9:30 a.m. (Vancouver time) on October 23, 2025 or the business day that is two business days before the Meeting or any date to which the Meeting may be postponed or adjourned; (b) such shareholder must not have voted in favor of the special resolution approving the Plan of Arrangement; and (c) such shareholder must have otherwise complied with the provisions of sections 237 to 247 of the BCBCA, as modified and supplemented by the Plan of Arrangement, the interim order and a final order made by the court approving the Plan of Arrangement. The right to dissent is described in the management information circular and proxy statement and the text of each of the Plan of Arrangement, sections 237 to 247 of the BCBCA and the interim order of the court, which are set forth in Appendices B, C and D, respectively, to the management information circular and proxy statement.

Persons who are beneficial holders of the Company’s shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent in respect of the special resolution should be aware that only registered shareholders are entitled to dissent. Accordingly, a beneficial shareholder desiring to exercise this right of dissent must make arrangements for the shares beneficially owned by such person to be registered in their name prior to the time the written notice of dissent to the special resolution is required to be received by the Company or, alternatively, make arrangements for the registered shareholder to dissent on their behalf.

Failure to strictly comply with the requirements set forth in sections 237 to 247 of the BCBCA, as modified and supplemented by the Plan of Arrangement, the interim order and the final order of the court (if applicable), may result in the loss of any right of dissent with respect to the special resolution.

Dated as of September 26, 2025
By Order of the Board of Directors

George Archos
Chairman and Chief Executive Officer

YOUR VOTE IS IMPORTANT.

PLEASE VOTE YOUR PROXY VIA THE INTERNET BY VISITING
HTTPS://VOTE.ODYSSEYTRUST.COM

OR

MARK, SIGN, DATE AND RETURN YOUR PROXY CARD OR VOTING DIRECTIONS BY MAIL, OR AS OTHERWISE INSTRUCTED, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING OF SHAREHOLDERS.