06/09/2021 | Press release | Distributed by Public on 06/09/2021 15:05
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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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TILRAY, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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1.
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Authorized Shares Proposal - Help Tilray Grow: This proposal would increase the number of authorized shares of capital stock. The additional authorized shares would enable us to move quickly to seize the highly attractive acquisition and financing opportunities we see ahead. By approving this proposal, you will be enabling Tilray to accelerate growth and realize its potential. Please note that approval does not mean that the authorized shares will be issued, only that they are available if needed so the Company can move swiftly to seize value creation opportunities as they arise.
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Governance Proposals - Expand Your Rights: Following the combination of Tilray and Aphria, our Board undertook a comprehensive review of our corporate governance, taking into consideration the views held by the investment community on important matters of governance. As a result, the Board is proposing to expand the rights of our stockholders; but to do so, we need your approval on several amendments to our corporate documents.
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1.
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Increase the number of shares of common stock we are authorized to issue from 743,333,333 shares of capital stock to 990,000,000 shares of capital stock;
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Elect not to be governed by Section 203 of Delaware General Corporation Law;
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Permit stockholders of the Company to take action by written consent;
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Approve four sub-proposals related to other governance changes to the Certificate of Incorporation:
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Effect other changes to the Certificate of Incorporation to eliminate certain provisions related to the Company's prior status as a 'controlled company,' which are no longer applicable and to make other administrative and conforming amendments and changes as necessary in light of the foregoing proposals.
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Approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt any of the above proposals; and
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Transact other business that may properly come before the Special Meeting.
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By Order of the Board of Directors,
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/s/ Dara Redler
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Dara Redler
Interim Chief Legal Officer and Corporate Secretary
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You are cordially invited to attend the meeting virtually via the following internet link: https://www.virtualshareholdermeeting.com/TRLY2021SM2. Whether or not you expect to attend the meeting virtually, please complete, date, sign and return the enclosed proxy, or vote over the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person by attending the meeting virtually.
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Important Notice Regarding the Availability of Proxy Materials for the Stockholders' Meeting to Be Held Virtually on July 29, 2021 at 11:00 a.m. Eastern Time by visiting www.proxyvote.com.
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The proxy statement is available electronically at www.proxyvote.com
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Questions and Answers
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1
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Proposal 1 Authorized Shares Proposal
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Proposal 2 Opt-Out Proposal
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Proposal 3 Act by Written Consent Proposal
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Proposal 4 Governance Proposals
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Proposal 5 Conforming Amendments Proposal
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Proposal 6 Adjournment Proposal
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Security Ownership of Certain Beneficial Owners and Management
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Other Business
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1.
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Increase the number of shares of common stock we are authorized to issue from 743,333,333 shares of capital stock to 990,000,000 shares of capital stock ('Authorized Shares Proposal').
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Elect not to be governed by Section 203 of Delaware General Corporation Law (the 'DGCL') ('Opt-Out Proposal').
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Permit stockholders of the Company to take action by written consent ('Act by Written Consent Proposal').
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Approve four sub-proposals related to other governance changes to the Certificate of Incorporation (collectively, the 'Governance Proposals'):
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Effect other changes to the Certificate of Incorporation to eliminate certain provisions related to the Company's prior status as a 'controlled company,' which are no longer applicable and to make other administrative and conforming amendments and changes as necessary in light of the foregoing proposals ('Conforming Amendments Proposal').
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a.
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'FOR' the following amendments of the Certificate of Incorporation:
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'FOR' the Authorized Shares Proposal;
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'FOR' the Opt-Out Proposal;
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'FOR' the Act by Written Consent Proposal;
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'FOR' the Governance Proposals;
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5.
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'FOR' the Conforming Amendments Proposal; and
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b.
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'FOR' the Adjournment Proposal.
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To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Special Meeting, we will vote your shares as you direct.
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To vote through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed proxy cards. Your internet vote must be received by 11:59 PM, prevailing time, on [•], 2021 to be counted.
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To vote by phone 1-800-690-6903.
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To vote by 'virtually' attending the Special Meeting, login to the link: https://www.virtualshareholdermeeting.com/TRLY2021SM2, and follow the instructions provided.
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You may submit another properly completed proxy card with a later date.
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You may grant a subsequent proxy through the internet.
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You may send a timely written notice that you are revoking your proxy to Tilray's Corporate Secretary at 655 Madison Avenue, 19th Floor, New York, NY 10065.
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You may 'virtually' attend the Special Meeting and vote. Simply attending the meeting will not, by itself, revoke your proxy.
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Proposal
Number
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Proposal Name
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Vote Required for Approval
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Effect of Abstentions
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Effect of Broker Non-Votes
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1
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Authorized Shares Proposal
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'FOR' votes from the holders of the majority of the voting power of shares outstanding and entitled to vote.
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Will have the same effect as a vote 'Against'
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Will have the same effect as a vote 'Against'
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2
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Opt-Out Proposal
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'FOR' votes from the holders of the majority of the voting power of shares outstanding and entitled to vote.
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Will have the same effect as a vote 'Against'
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Will have the same effect as a vote 'Against'
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3
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Act by Written Consent Proposal
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'FOR' votes from the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of shares outstanding and entitled to vote.
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Will have the same effect as a vote 'Against'
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Will have the same effect as a vote 'Against'
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Proposal
Number
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Proposal Name
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Vote Required for Approval
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Effect of Abstentions
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Effect of Broker Non-Votes
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4
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Governance Proposals
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'FOR' votes from the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of shares outstanding and entitled to vote.
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Will have the same effect as a vote 'Against'
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Will have the same effect as a vote 'Against'
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5
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Conforming Amendments Proposal
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'FOR' votes from the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of shares outstanding and entitled to vote.
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Will have the same effect as a vote 'Against'
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Will have the same effect as a vote 'Against'
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6
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Adjournment Proposal
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'FOR' votes from the holders of the majority of shares of the voting power present or represented by proxy.
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None
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None
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For ease of presentation, the edits reflected in Appendix A do not take into account the Certificate of Retirement filed with the State of Delaware Secretary of State on October 1, 2020, which reduced the total authorized number of shares of the capital stock of the Company by 16,666,667.
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The directors designated as Class I directors have terms expiring at the 2022 annual meeting of stockholders;
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The directors designated as Class II directors have terms expiring at the 2023 annual meeting of stockholders; and
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The directors designated as Class III directors have terms expiring at the 2021 annual meeting of stockholders.
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Name
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Director Class
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Term Ends
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Irwin D. Simon
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Class II
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2023
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Jodi Butts
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Class III
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2021
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David Clanachan
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Class II
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2023
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John M. Herhalt
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Class I
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2022
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David Hopkinson
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Class III
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2021
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Brendan Kennedy
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Class I
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2022
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Thomas Looney
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Class III
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2021
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Renah Persofsky
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Class II
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2023
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Walter Robb
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Class I
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2022
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each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Class 2 common stock;
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each of our named executive officers;
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each of our directors; and
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all of our executive officers and directors as a group.
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Class 2 Common Stock Beneficially Owned
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Name of Beneficial Owner
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Number
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Percent
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Greater than 5% stockholders:
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Directors and Named Executive Officers:
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Irwin D. Simon
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[•]
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[•]
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Renah Persofsky
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[•]
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[•]
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Jodi Butts
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[•]
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[•]
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David Clanachan
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[•]
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[•]
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John M. Herhalt
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[•]
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[•]
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David Hopkinson
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[•]
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[•]
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Brendan Kennedy
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[•]
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[•]
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Tom Looney
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[•]
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[•]
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Walter Robb
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[•]
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[•]
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Carl Merton
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[•]
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[•]
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Denise Faltischek
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[•]
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[•]
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Jim Meiers
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[•]
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[•]
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All current executive officers and directors as a group (12 individuals)
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[•]
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[•]
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*
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Represents less than one percent
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By Order of the Board of Directors
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/s/ Dara Redler
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Dara Redler
Interim Chief Legal Officer and Corporate Secretary
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TILRAY, INC.
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/s/Brendan Kennedy[•]
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Brendan Kennedy[•]
President and Chief Executive Officer[•]
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