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Vireo Growth Inc. — Proxy Solicitation & Information Statement 2025
May 9, 2025
45561_rns_2025-05-09_a1df3513-ad5c-4726-9f14-bcf7e727d35b.pdf
Proxy Solicitation & Information Statement
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SCAN TO VIEW MATERIALS & VOTE
VIDEO GROWTH INC.
207 SOUTH 9TH STREET
MINNEAPOLIS, MINNESOTA 55402
USA
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 18, 2025 or if the Meeting is postponed or adjourned, at least 48 hours (excluding non-business days) prior to the date of the postponed or adjourned Meeting. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/VREOF2025
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 18, 2025 or if the Meeting is postponed or adjourned, at least 48 hours (excluding non-business days) prior to the date of the postponed or adjourned Meeting. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V74646-P33938
KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY
VIREO GROWTH INC. (THE "COMPANY")
The Board of Directors recommends you vote FOR each of the listed nominees.
- Election of Directors. To elect the five nominees proposed by management of the Company as directors of the Company for the ensuing year.
| Nominees: | For | Against | Abstain |
|---|---|---|---|
| 1a. Dr. Kyle E. Kingsley | ☐ | ☐ | ☐ |
| 1b. Ross M. Hussey | ☐ | ☐ | ☐ |
| 1c. Victor E. Mancebo | ☐ | ☐ | ☐ |
| 1d. Judd T. Nordquist | ☐ | ☐ | ☐ |
| 1e. John Mazarakis | ☐ | ☐ | ☐ |
The Board of Directors recommends you vote FOR Item 2.
| For | Against | Abstain |
|---|---|---|
| ☐ | ☐ | ☐ |
- To appoint Davidson & Company LLP as the auditors of Vireo Growth for the ensuing year and to authorize the Board of Directors to fix their remuneration.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
| Signature [PLEASE SIGN WITHIN BOX] | Date |
|---|---|
| Signature (Joint Owners) | Date |
| --- | --- |
V74647-P33938
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders:
The Notice of Meeting, the Circular, form of proxy and Annual Report to Shareholders are available at www.proxyvote.com.
VIREO GROWTH INC.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
JUNE 20, 2025 10:00 AM CT
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The shareholder(s) hereby appoint(s) Tyson Macdonald and John Mazarakis, or either of them, as proxies and attorneys-in-fact, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the subordinate voting shares and multiple voting shares of VIREO GROWTH INC. that the shareholder(s) is/are entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual General Meeting of Shareholders to be held at 10:00 a.m. Central Time, on June 20, 2025, at www.virtualshareholdermeeting.com/VREOF2025, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted "FOR" each nominee for director listed in Proposal 1, "FOR" Proposal 2, and in the discretion of the proxies upon such other business as may properly come before the meeting or any adjournment(s) thereof.
Continued and to be signed on the reverse side