UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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CRONOS GROUP INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Your Vote Counts! BROADRIDGE CORPORATE ISSUER SOLUTIONS C/O CRONOS GROUP
INC. 111 PETER STREET, SUITE 300 TORONTO, ONTARIO, CANADA MV5 2H1 CRONOS GROUP INC. 2023 Annual Meeting Vote by June 20, 2023 11:59 p.m. Toronto Time You invested in CRONOS GROUP INC. and it’s time to vote! You have the right to vote
on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on June 22, 2023. Get informed before you vote View the Notice and Proxy
Statement and Annual Report on Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 8, 2023. If you would like to request a copy of the material(s) for this and/or future shareholder
meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you
will not otherwise receive a paper or email copy. Vote Virtually at the Meeting* June 22, 2023 11:00 AM Toronto Time Virtually at: www.virtualshareholdermeeting.com/CRON2023 *Please check the meeting materials for any special
requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number V1.2 For complete information and to vote, visit www.ProxyVote.com Control # V10897-P91472
Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of
the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items Board Recommends 1. Election of Directors Nominees: 1a. Jason
Adler For 1b. Kendrick Ashton, Jr. For 1c. Kamran Khan For 1d. Dominik Meier For 1e. Michael Gorenstein For 1f. Elizabeth Seegar For 1g. James Rudyk For 2. Adoption of an advisory (non-binding) resolution to approve the
compensation of the Company’s named executive officers as disclosed in the proxy statement dated April 28, 2023. For 3. Appointment of KPMG LLP to serve as the Company’s registered independent public accounting firm for fiscal year 2023 and
to authorize the board of directors of the Company to fix their remuneration. For NOTE: Such other business as may properly come before the meeting or any adjournment thereof. We are using the U.S. “notice-and-access” system for delivery
of the proxy materials relating to this year’s annual general meeting of shareholders. Under U.S. Securities and Exchange Commission rules, instead of receiving a paper copy of the proxy materials, you are receiving this notice that the proxy
materials for the annual general meeting of shareholders are available on the Internet. Follow the instructions on the reverse side to view the materials and vote online or request a paper copy of the materials at no charge. Proxy materials
are available under our issuer profile at www.sedar.com and www.sec.gov/edgar as well as on our website at https://thecronosgroup.com. V10898-P91472 Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click
“Delivery Settings”.
