Vireo Growth Inc. — Proxy Solicitation & Information Statement 2026

Apr 16, 2026

VIREO

VIREO GROWTH INC.
207 South 9th Street, Minneapolis, Minnesota 55402

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that, an annual general and special meeting (the “Meeting”) of holders (“Shareholders”) of the subordinate voting shares (the “Subordinate Voting Shares”) and multiple voting shares (the “Multiple Voting Shares”), each without par value (collectively, the “Vireo Shares”) of Vireo Growth Inc. (“Vireo”) will be held on Friday, May 29, 2026 at 10 a.m. Central Time via live webcast at www.virtualshareholdermeeting.com/VREOF2026. You will not be able to attend the Meeting in person. Online check-in will begin at 9:30 a.m. Central Time, and we encourage you to allow ample time for the online check-in procedures. The accompanying proxy statement and management information circular (the “Circular”) contains defined terms.

The Meeting is being called for the following purposes:

1. to fix the number of directors of Vireo (the “Board”) to be elected at seven;
2. to elect Kyle Kingsley, Ross Hussey, Victor Mancebo, Judd Nordquist, John Mazarakis, Michael Steiner and Christopher Hagedorn as directors of Vireo to take office immediately following the Meeting;
3. to consider and, if thought appropriate, to pass an ordinary resolution approving a consolidation of Vireo’s outstanding Subordinate Voting Shares, Multiple Voting Shares and the super voting shares, no par value (the “Super Voting Shares”) at a ratio not less than 20-for-1 and not more than 40-for-1, with the ratio at which the consolidation would be effected to be a ratio within the range to be determined at the discretion of the Board (the “Share Consolidation”), the full text of which is set forth in Proposal 3 in the accompanying Circular;
4. to appoint Davidson & Company LLP as the auditor of Vireo for the ensuing year and to authorize the Board to fix their remuneration;
5. to consider and, if thought appropriate, to pass an ordinary resolution approving a Second Amendment to the Employment Agreement between the Company and John Mazarakis as the Chief Executive Officer of the Company (the “Second Amendment to the Mazarakis Employment Agreement”), as more fully described in the accompanying Circular (the “Employment Agreement Amendment”);
6. to consider and, if thought appropriate, to pass an ordinary resolution approving a distribution of securities to Mr. Mazarakis in accordance with the Second Amendment to the Mazarakis Employment Agreement, the full text of which is set forth in Proposal 6 in the accompanying Circular; and
7. to transact such further or other business as may properly come before the Meeting or any other adjournments or postponements thereof.

At the Meeting, Shareholders will also receive the audited consolidated financial statements of Vireo for the fiscal years ended December 31, 2025 and 2024 and the reports of the auditors thereon. No shareholder vote is required in connection with this item.

As permitted by the rules adopted by the Securities and Exchange Commission (the “SEC”), we are mailing to most of our shareholders a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) instead of a printed copy of our proxy materials (i.e., the Notice of Annual General and Special Meeting of Shareholders, the Circular, and our 2025 Annual Report to Shareholders, and a form of proxy card or voting instruction form). The Notice of Internet Availability contains instructions on how to access those documents via the internet and how to submit your proxy. The Notice of Internet Availability also contains instructions on how to request a printed copy of our proxy materials. Shareholders who do not receive a Notice of Internet Availability will receive a printed copy of the proxy materials by mail. You may also access the audited annual consolidated financial statements of Vireo for the years ended December 31, 2025 and 2024 and the reports of the auditors thereon. No vote is required in connection with this matter.

We are relying on certain exemptions from Canadian securities legislation for compliance with SEC notice and access rules, which permit a reporting issuer to use a delivery method permitted under U.S. federal securities law under certain circumstances.

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Specific details of the matters proposed to be put before the Meeting are set forth in the Circular which accompanies this Notice of Annual General and Special Meeting of Shareholders (the “Notice of Meeting”). The Board is not aware of any other business to be presented for a vote at the Meeting.

The record date for determining the Shareholders entitled to receive notice of and vote at the Meeting is the close of business on April 7, 2026 (the “Record Date”). Only Shareholders whose names have been entered in the register of Shareholders as of the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting. As of the Record Date, (i) the number of Subordinate Voting Shares outstanding and entitled to vote at the Meeting is 1,147,581,362¹, each of which is entitled to one vote; and (ii) the number of Multiple Voting Shares outstanding and entitled to vote at the Meeting is 232,490, each of which is entitled to 100 votes.

Whether or not you are able to virtually attend the Meeting, you are encouraged to provide voting instructions as soon as possible by (1) dating, signing and promptly returning the proxy card in the envelope provided to you, if you receive a printed copy of the proxy materials, or (2) using the methods of voting described on your proxy card, voting instruction form or Notice of Internet Availability. To be counted at the Meeting, a Shareholder’s proxy or voting instructions must be received by 11:59 p.m. Eastern Time May 27, 2026, 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. Please note, if you received a voting instruction form and you hold your Vireo Shares through a broker or other intermediary, you must provide your instructions to your broker, investment dealer or other intermediary as specified in the voting instruction form and by the deadline set out therein (which may be an earlier time than set out above). Vireo reserves the right to accept late proxies and to waive the proxy cut-off, with or without notice, but is under no obligation to accept or reject any particular late proxy.

The Board unanimously recommends that Shareholders vote “FOR” fixing the number of directors to be elected at the Meeting at seven as set forth in Proposal 1, “FOR” the election of Kyle Kingsley, Ross Hussey, Victor Mancebo, Judd Nordquist, John Mazarakis, Michael Steiner and Christopher Hagedorn as directors of Vireo to take office immediately following the Meeting as set forth in Proposal 2, “FOR” the Share Consolidation as set forth in Proposal 3, “FOR” the appointment of Davidson & Company LLP as the auditor of Vireo for the ensuing year and to authorize the Board to fix their remuneration as set forth in Proposal 4, “FOR” the Employment Agreement Amendment as set forth in Proposal 5, and “FOR” the approval of a distribution of securities to Mr. Mazarakis in accordance with the Second Amendment to the Mazarakis Employment Agreement as set forth in Proposal 6.

Shareholders who are planning to provide voting instructions in accordance with the Notice of Internet Availability or voting instruction form are encouraged to review the Circular carefully before submitting such voting instructions.

DATED as of April 16, 2026

BY ORDER OF THE BOARD OF DIRECTORS

/s/ John Mazarakis

Name: John Mazarakis

Title: Chief Executive Officer and Co-Executive

Chairman of the Board

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on Friday, May 29, 2026

The Notice of Meeting, the Circular, form of proxy and Annual Report to Shareholders are available on the internet at the following website: www.proxyvote.com

And under Vireo’s profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov

¹ Excludes 90,740,741 Subordinate Voting Shares being held in escrow related to the acquisition of certain retail assets of Pharmacann Inc., which had not closed as of the Record Date.