Cronos Group Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- relief granted permitting issuer to send-proxy-related materials to registered securityholders and beneficial owners using a delivery method permitted under U.S. federal securities law -- issuer will send proxy-related materials in compliance with Rule 14a-16 under the Securities Exchange Act of 1934 of the United States of America and will provide additional information relating to meetings and delivery and voting processes.

Applicable Legislative Provisions

National Instrument 51-102 Continuous Disclosure Obligations, ss. 9.1, 9.1.5 and 13.1.

National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, ss. 2.7, 9.1.1 and 9.2.

February 24, 2021

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the "Jurisdiction") AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF CRONOS GROUP INC. (the "Filer")

DECISION

BACKGROUND

The securities regulatory authority or regulator in the Jurisdiction (the "Decision Maker") has received an application (the "Application") from the Filer for a decision under the securities legislation of the Jurisdiction (the "Legislation") for:

(a) relief permitting the Filer to send proxy-related materials to registered holders of securities entitled to vote at any meeting of securityholders of the Filer using a delivery method permitted under U.S. federal securities law (the "Registered Holder Notice-and-Access Relief"); and

(b) relief permitting the Filer to send proxy-related materials to beneficial holders of securities entitled to vote at any meeting of securityholders of the Filer using a delivery method permitted under U.S. federal securities law (the "Beneficial Holder Notice-and-Access Relief" and, together with the Registered Holder Notice-and-Access Relief, the "Requested Relief").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:

(a) the Ontario Securities Commission is the principal regulator (the "Principal Regulator") for this Application; and

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 -- Passport System ("MI 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.

INTERPRETATION

Terms defined in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined herein.

REPRESENTATIONS

The decision is based on the following facts represented by the Filer:

1. The Filer was incorporated under the Business Corporations Act (Ontario). Effective July 9, 2020, the Filer's legal existence was continued under the Business Corporations Act (British Columbia). The Filer's head office is located at 111 Peter Street, Unit 300, Toronto, Ontario, M5V 2G9.

2. The Filer is a global cannabinoid company, with international production and distribution across five continents. The Filer's brand portfolio includes a global wellness platform, two adult-use brands, and three U.S. hemp-derived consumer products brands. The Filer's business is comprised of two primary business segments: "United States" and "Rest of World".

3. The Filer is a reporting issuer in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador and is currently not in default of its obligations as a reporting issuer under applicable securities legislation in any of the jurisdictions in Canada in which it is a reporting issuer. The Filer is also subject to the reporting requirements of the Securities Exchange Act of 1934 of the United States of America, as amended (the "Exchange Act"), as applicable to U.S. domestic issuers and files annual, quarterly and current reports and proxy statements with the United States Securities and Exchange Commission (the "SEC"). The Filer has filed with the SEC all reports required to be filed by it under the Exchange Act during the preceding 12 months.

4. The Filer had outstanding approximately 360,253,332 common shares in the capital of the Filer as of the close of business on December 22, 2020.

5. The Filer's common shares are listed on the Toronto Stock Exchange and the Nasdaq Global Market ("NASDAQ") under the symbol "CRON".

6. The Filer is an "SEC issuer" as defined in NI 51-102 -- Continuous Disclosure Obligations ("NI 51-102") and, accordingly, is required to comply with applicable U.S. securities laws in all respects.

7. The Filer has determined that it currently does not qualify as a "foreign private issuer" under U.S. federal securities laws and, accordingly, in order to use notice-and-access to send proxy-related materials to holders of securities entitled to vote at a meeting of securityholders of the Filer, the Filer is subject to and must comply with the U.S. notice-and-access rules under Rule 14a-16.

8. In accordance with section 9.1.5 of NI 51-102, a reporting issuer that is an SEC issuer can send proxy-related materials to registered holders under section 9.1 of NI 51-102 using a delivery method permitted under U.S. federal securities law if both of the following apply:

(a) the SEC issuer is subject to, and complies with, Rule 14a-16 under the Exchange Act;

(b) residents of Canada do not own, directly or indirectly, outstanding voting securities carrying more than 50% of the votes for the election of directors, and none of the following apply:

(i) the majority of the executive officers or directors of the issuer are residents of Canada;

(ii) more than 50% of the consolidated assets of the issuer are located in Canada;

(iii) the business of the issuer is administered principally in Canada

(the "Automatic Registered Holder Exemption").

9. In accordance with section 9.1.1(1) of National Instrument 54-101 -- Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), despite section 2.7 of NI 54-101, a reporting issuer that is an SEC issuer can send proxy-related materials to beneficial holders using a delivery method permitted under U.S. federal securities law if all of the following apply:

(a) the SEC issuer is subject to, and complies with, Rule 14a-16 under the Exchange Act;

(b) the SEC issuer has arranged with each intermediary through whom the beneficial owner holds its interest in the reporting issuer's securities to have each intermediary send the proxy-related materials to the beneficial owner by implementing the procedures under Rule 14b-1 or Rule 14b-2 under the Exchange Act that relate to the procedures in Rule 14a-16 under the Exchange Act;

(c) residents of Canada do not own, directly or indirectly, outstanding voting securities of the issuer carrying more than 50% of the votes for the election of directors, and none of the following apply:

(i) the majority of the executive officers or directors of the issuer are residents of Canada;

(ii) more than 50% of the consolidated assets of the issuer are located in Canada;

(iii) the business of the issuer is administered principally in Canada

(the "Automatic Beneficial Holder Exemption" and, together with the Automatic Registered Holder Exemption, the "Automatic Exemptions").

10. The Filer can satisfy all of the requirements outlined above in respect of the Automatic Exemptions, except that (1) more than 50% of the consolidated assets of the Filer are located in Canada and (2) the business of the Filer is administered principally in Canada. In connection with the foregoing, we would note that:

(a) the Filer is an SEC issuer that is subject to Rule 14a-16 under the Exchange Act;

(b) less than 10% of the Filer's outstanding voting securities are held by persons that are residents of Canada (as of December 22, 2020), with over 75% of the trading volume of the Filer's common shares occurring on NASDAQ and other trading systems outside of Canada during the eleven-month period ended November 30, 2020;

(c) less than a majority (only two out of eight) of the Filer's executive officers are residents of Canada, with the remaining six of the Filer's executive officers resident in the U.S., including the President and Chief Executive Officer, the Chief Financial Officer and the Chief Innovation Officer; and

(d) less than a majority (only two out of seven) of the Filer's directors are residents of Canada, with the remaining five of the Filer's directors resident in the U.S., including the Chairman of the board of directors.

11. For any meeting of securityholders of the Filer for which the Filer elects to deliver proxy-related materials by using notice-and-access (each, a "Notice-and-Access Meeting"), the Filer will send proxy-related materials to holders of voting securities in compliance with Rule 14a-16 under the Exchange Act, as amended or replaced from time to time (the "U.S. Notice-and-Access Rules").

12. The U.S. Notice-and-Access Rules as in effect on the date hereof allow the Filer to furnish proxy-related materials by (i) sending securityholders entitled to vote at a Notice-and-Access Meeting a notice of internet availability of proxy materials and accompanying related materials (the "Notice") 40 calendar days or more prior to the date of the applicable Notice-and-Access Meeting, (ii) sending the record holder, broker or respondent bank the Notice in sufficient time for such record holder, broker or respondent bank to prepare, print and send the Notice to beneficial securityholders entitled to vote at the applicable Notice-and-Access Meeting at least 40 calendar days before the date of such Notice-and-Access Meeting and (iii) making all proxy-related materials identified in the Notice, including a proxy statement, publicly accessible, free of charge, at a website address specified in the Notice. The Notice will comply with the requirements of the U.S. Notice-and-Access Rules and will include instructions regarding how a securityholder entitled to vote at the applicable Notice-and-Access Meeting may request a paper or e-mail copy of the proxy-related materials at no charge. The U.S. Notice-and-Access Rules permit the Filer and, in turn, the record holder, broker or respondent bank, to send only the Notice to beneficial securityholders, provided that all applicable requirements of the U.S. Notice-and-Access Rules have been satisfied.

13. NI 51-102 requires the Filer to deliver proxy-related materials to registered holders of securities entitled to vote at a meeting of securityholders of the Filer ("Registered Holders") and NI 54-101 requires the Filer to deliver proxy-related materials to intermediaries for delivery to those beneficial holders of securities entitled to vote at a meeting of securityholders of the Filer that have requested materials for meetings of the Filer ("Beneficial Holders").

14. In lieu of delivering to each Registered Holder the proxy-related materials required under NI 51-102, for each Notice-and-Access Meeting the Filer will deliver by mail or electronically (if permitted by applicable law) the Notice to each Registered Holder.

15. In lieu of delivering to each Beneficial Holder the proxy-related materials required under NI 54-101, for each Notice-and-Access Meeting the Filer will deliver to Broadridge Financial Solutions, Inc. or to one of its affiliates or successors or to an equivalent provider of proxy services (collectively, "Broadridge") the Notice for delivery to each Beneficial Holder. Broadridge will deliver the Notice to all Beneficial Holders by postage-paid mail or electronically (if permitted by applicable law). Broadridge will act as the Filer's agent for such purposes, and the Filer will pay all of the expenses involved in printing and delivering the Notice to all Beneficial Holders.

16. The Notice sent by the Filer to securityholders entitled to vote at a Notice-and-Access Meeting will include the following information:

(a) the date, time and location of such Notice-and-Access Meeting as well as information on how to obtain directions to be able to attend such Notice-and-Access Meeting and vote in person;

(b) a description of each matter to be voted on at such Notice-and-Access Meeting including the recommendations of the board of directors of the Filer regarding those matters;

(c) a plain language explanation of the U.S. Notice-and-Access Rules;

(d) an indication that the Notice is not a form for voting and presents only an overview of the more complete proxy materials;

(e) a statement that the proxy-related materials for such Notice-and-Access Meeting have been made available online and that securityholders may request a paper or e-mail copy at no charge;

(f) an explanation of how to obtain a paper or e-mail copy of the proxy-related materials for such Notice-and-Access Meeting;

(g) the website addresses for SEDAR, the Filer's website and other third party hosting website where the proxy-related materials are posted;

(h) a reminder to review the proxy statement for such Notice-and-Access Meeting before voting;

(i) any control/identification numbers that the security holder needs to access his or her form of proxy for such Notice-and-Access Meeting;

(j) instructions on how to access the form of proxy for such Notice-and-Access Meeting;

(k) an explanation of the methods available for securityholders to vote at such Notice-and-Access Meeting; and

(l) the date by which a validly completed form of proxy or voting instruction form must be deposited in order for the securities represented by such form of proxy or voting instruction form to be voted at such Notice-and-Access meeting, or any adjournment thereof.

17. Should a securityholder request a paper or e-mail copy of the proxy-related materials, the U.S. Notice-and-Access Rules would require the Filer to send, via first class mail or other reasonably prompt means for purposes of paper copies or via e-mail for purposes of e-mail copies, such proxy-related materials within three business days of receiving such request. Registered Holders and Beneficial Holders requesting the proxy-related materials will receive the same materials required to be sent to securityholders under the U.S. Notice-and-Access Rules.

18. A Beneficial Holder who wants to attend a Notice-and-Access Meeting in person may use his, her or its voting instruction form to direct his, her or its applicable intermediary to send an executed proxy to the Beneficial Holder to vote his, her or its shares registered in the intermediary's name.

19. For each Notice-and-Access Meeting, the Filer will instruct Broadridge to notify all Canadian intermediaries on whose behalf Broadridge or a related company acts as agent under NI 54-101 to advise them of the Filer's reliance on the U.S. Notice-and-Access Rules and this decision.

20. For each Notice-and-Access Meeting, the Filer will retain Broadridge to respond to requests for the proxy related-materials from all Beneficial Holders and will retain TSX Trust Company or one of its affiliates or successors or an equivalent provider of transfer agent or proxy services (collectively, "TSX" and together with Broadridge, the "Agents") to respond to requests for the proxy related-materials from all Registered Holders. The Notice from the Filer will direct all Registered Holders and all Beneficial Holders to contact the Agents, as applicable, at a specified toll-free telephone number, by e-mail or via the internet to request a printed copy of the proxy-related materials for the applicable Notice-and-Access Meeting. The Agents will give notice to the Filer of the receipt of requests for printed copies and the Filer will provide materials to the Agents in compliance with the requirements of the U.S. Notice-and-Access Rules.

21. The Filer will not receive any information from the Agents about the Registered Holders and Beneficial Holders that contact the Agents in respect of a Notice-and-Access Meeting, other than the aggregate number of proxy-related material packages requested by the Registered Holders and Beneficial Holders, and the Filer will reimburse the Agents for the costs of delivering such packages. In the event the Agents obtain any e-mail address from a Registered Holder or a Beneficial Holder in connection with a request for a copy of proxy materials, the Agents will be instructed to use such e-mail address solely for the purpose of sending a copy of proxy materials to such holder and not for any other purpose.

22. The Filer has consulted with the Agents in developing the mailing and voting procedures for the Registered Holders and Beneficial Holders described in this decision.

DECISION

The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Maker under the Legislation is that the Requested Relief is granted, provided that, in respect of a Notice-and-Access Meeting, at the time the Filer sends the notification of meeting and record dates for such meeting in accordance with section 2.2 of NI 54-101, the Filer must meet all of the applicable requirements of the Automatic Exemptions other than those set out in:

(a) sections 9.1.5(b)(ii) and (iii) of NI 51-102, in the case of the Automatic Registered Holder Exemption; and

(b) sections 9.1.1(1)(c)(ii) and (iii) of NI 54-101, in the case of the Automatic Beneficial Holder Exemption.