Cresco Labs Inc. 
Form of Proxy - Annual General and Special Meeting to be held on October 30, 2026 | Trader's Bank Building 1100, 67 Yonge Street Toronto ON M5E 1J8 | |||||||
Appointment of Proxyholder I/We being the undersigned holder(s) of Cresco Labs Inc. hereby appoint Charles Bachtell or failing this person, Thomas J. Manning (the "Management Nominees") | OR | Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein: | ||||||||||||
as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting (the "Meeting") of Cresco Labs Inc. (the "Corporation" or "Cresco") to be held at https://meetings.lumiconnect.com/400-728-762-814 at 12:00 p.m. (Central Daylight Time) or at any adjournment thereof. | ||||||||||||||
1. Number of Directors. To set the number of directors to be elected at the Meeting at seven (7). | For c | Against c | ||||||||||||
2. Election of Directors. | For | Withhold | For | Withhold | For | Withhold | |||||||||||||||||||||||||||||||||||||||||
| a. | Charles Bachtell | c | c | b. | Thomas J. Manning | c | c | c. | Marc Lustig | c | c | ||||||||||||||||||||||||||||||||||||
| d. | Randy D. Podolsky | c | c | e. | Michele Roberts | c | c | f. | Robert M. Sampson | c | c | ||||||||||||||||||||||||||||||||||||
| g. | Edward Tilly | c | c | ||||||||||||||||||||||||||||||||||||||||||||
3. Appointment of Auditors. To appoint Baker Tilly US, LLP as independent auditor of the Corporation to hold office until the next annual meeting of shareholders of the Corporation and to authorize the directors to fix the remuneration thereof. | For c | Withhold c | ||||||||||||
4. Approval of Article Amendment. To adopt a special resolution for the purpose of amending the articles of the Corporation to extend the U.S. exchange listing "sunset" date for the Multiple Voting Shares of the Corporation. | For c | Against c | ||||||||||||
5. Approval of Share Exchange Arrangement. To adopt a special resolution approving a plan of arrangement under the Business Corporations Act (British Columbia) (the "BCBCA") whereby the Corporation's securities will be: (i) consolidated at an exchange ratio to be fixed by the Corporation's board of directors (subject to a minimum of five (5) and a maximum of fifteen (15) pre-consolidation Cresco securities for one (1) post-consolidation security), and (ii) exchanged for securities of a new British Columbia parent corporation ("TopCo"), pursuant to which Cresco will become a wholly owned subsidiary of TopCo, the shareholders of Cresco will become shareholders of TopCo, and TopCo will become a publicly listed holding company with Cresco as its wholly owned subsidiary. | For c | Against c | ||||||||||||
6. Approval of Redomicile Arrangement. To adopt a special resolution approving a plan of arrangement under the BCBCA whereby TopCo will continue out of British Columbia, Canada to the State of Delaware in the United States, with corresponding changes to the Corporation's share capitalization, including the adoption of a new U.S.-style long-term incentive plan, to take effect upon implementation of the redomicile. | For | Against | ||||||||||||
| Authorized Signature(s) - This section must be completed for your instructions to be executed. | Signature(s): | Date | |||||||||||||||
| I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management. | |||||||||||||||||
| MM / DD / YY | |||||||||||||||||
Interim Financial Statements - Check the box to the right if you would like to receive interim financial statements and accompanying Management's Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email. | c | Annual Financial Statements - Check the box to the right if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email | c | ||||||||||||||
![]() | To Vote Your Proxy Online please visit: | |||||||||||||
https://vote.odysseytrust.com | ||||||||||||||
| You will require the CONTROL NUMBER printed with your address to the right. | ||||||||||||||
You can attend the meeting virtually by visiting https://meetings.lumiconnect.com and entering the meeting ID 400-728-762-814. For further information on the virtual meeting and how to attend it, please view the management information circular of the company. | ||||||||||||||