Vireo Growth Inc. — Proxy Solicitation & Information Statement 2026

Apr 16, 2026

SCAN TO VIEW MATERIALS & VOTE

VIREO 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 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. 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/VREOF2026

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 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. 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:

V92310-P51035

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 Item 1.

1. To fix the number of directors of the Company to be elected at seven.

The Board of Directors recommends you vote FOR each of the listed nominees.

1. Election of Directors. To elect Dr. Kyle E. Kingsley, Ross M. Hussey, Victor E. Mancebo, Judd T. Nordquist, John Mazarakis, Michael Steiner and Christopher J. Hagedorn as directors of the Company to take office immediately following the Meeting.

For Against Abstain

☐ ☐ ☐

The Board of Directors recommends you vote FOR Item 3.

1. To approve a consolidation of the Company's outstanding subordinate voting shares, multiple voting shares and 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 full text of which is set forth in Proposal 3 in the accompanying proxy statement and management information circular.

Nominees:	For	Withhold
2a. Dr. Kyle E. Kingsley	☐	☐
2b. Ross M. Hussey	☐	☐
2c. Victor E. Mancebo	☐	☐
2d. Judd T. Nordquist	☐	☐
2e. John Mazarakis	☐	☐
2f. Michael Steiner	☐	☐
2g. Christopher J. Hagedorn	☐	☐

For Against Abstain

1. To appoint Davidson & Company LLP as the auditors of the Company for the ensuing year and to authorize the Board to fix their remuneration.

The Board of Directors recommends you vote FOR Item 5.

1. To approve 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 proxy statement and management information circular.

The Board of Directors recommends you vote FOR Item 6.

1. To approve 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 proxy statement and management information circular.

NOTE: To transact such other business as may properly come before the meeting or any adjournment thereof.

For Against Abstain

☐ ☐ ☐

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

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Important Notice Regarding the Availability of Proxy Materials for the Annual General and Special Meeting of Shareholders to be Held on May 29, 2026:
The Notice of Meeting, the proxy statement and management information circular, form of proxy and Annual Report to Shareholders are available at
www.proxyvote.com.

V92311-PS1035

VIREO GROWTH INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

MAY 29, 2026 10:00 A.M. CENTRAL TIME
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 and Special Meeting of Shareholders to be held at 10:00 a.m. Central Time, on May 29, 2026, at www.virtualshareholdermeeting.com/VREOF2026, 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 2, "FOR" Proposals 1, 3, 4, 5 and 6, and in the discretion of the proxies upon such other business as may properly come before the meeting or any adjournment(s) thereof.

The shareholder(s) has/have the right to appoint a person or company to represent the shareholder(s) at the Annual General and Special Meeting other than the persons designated in this form of proxy. To appoint a person other than Tyson Macdonald and John Mazarakis, please strike out their printed names and clearly print the name of the chosen proxyholder here: ___.

Continued and to be signed on the reverse side