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Printmgr File ANNUAL MEETING OF SHAREHOLDERS 2018 AND INFORMATION CIRCULAR TING OF SHAREHOLDERS AND INFORMATION CIRCULAR Dated as of March [30], 2018 Dated as of March 28, 2018 The last several years have seen challenges at Liquor Stores N.A. Ltd. (the “Company”) and the Shareholder vote at the June 2017 annual meeting reflected the desire for a new direction. This document will highlight the significant actions already taken since then and our strategic direction going forward to deliver significant enhancement in long-term Shareholder value. You have received this document because you are a Shareholder and are entitled to vote at our 2018 annual and special meeting of Shareholders. We value your support and your feedback at this exciting time in our Company’s history. Liquor Stores N.A. Ltd. 101, 17220 Stony Plain Road Edmonton, AB T5S 1K6 www.liquorstoresna.ca TSX: LIQ, LIQ.DB.B WHAT’S INSIDE TABLE OF CONTENTS Letter to Shareholders 2 Corporate governance 18 Notice of Meeting 3 Director compensation 32 Forward-looking statements 4 Compensation discussion and analysis 35 Non-IFRS financial measures 6 Other information 47 Management information circular 7 Schedule A: Non-Routine Resolutions and Business of the Meeting 8 background information A-1 About voting 11 Schedule B: Board Mandate B-1 Shareholder FAQ – Voting details 13 Schedule C: Fairness Opinion C-1 Shareholder FAQ – General 15 LETTER TO SHAREHOLDERS Dear Fellow Shareholder, On behalf of Liquor Stores N.A. Ltd.’s new Board of Directors, I am pleased to invite you to the 2018 annual and special meeting of Shareholders. The Meeting will be held on May 9, 2018 at 8:00 a.m. (Edmonton time) at the Hyatt Place Edmonton-West (18004 100 Avenue NW Edmonton, Alberta, Canada, T5S 2T6). THE NEW BOARD’S FOCUS At the June 2017 annual meeting, you voted overwhelmingly for significant change by electing new Board leadership to implement a strategic direction for the Company that would lead to the long-term enhancement of Shareholder value. We believe we have already made significant strides in delivering on that objective. The new Board has directed management to focus on two strategic goals moving forward: • Restore the Company’s place as the market leader in Alberta retail alcohol sales and regain the Company’s lost market share. • Establish a market-leading cannabis retail brand. Since our election, we have accelerated initiatives to improve our balance sheet in order to fund these strategic goals. This has included: reversing the former strategy of expansion into the U.S. by divesting poorly performing assets; attracting a strategic investment of $103.5 million from Aurora Cannabis Inc. by way of a non-brokered private placement; eliminating the redundant operating costs of the U.S. head office and leadership; and optimizing inventory levels to shake free trapped capital to spend on more profitable uses. Collectively, these initiatives have not only resulted in a complete repayment of the Company’s operating line of credit, but also in a cash balance of approximately $61 million. The next steps of the strategic plan are now funded for our immediate priorities, and we will be well-positioned for future growth beyond that with access to the Additional Aurora Investment that you will see described later in this circular. The Company has never been in a better financial position than it is today. THE NEXT STEPS Having strengthened our balance sheet, the Company will now take the following steps to execute the first phase of our long-term strategy to drive significant increases in Shareholder value: • Improve the brand image of the Company’s liquor business by accelerating the pace of renovating store locations. The Company expects to renovate 50 stores in 2018 and a similar number in 2019. • Increase the scale and market presence of the Company’s liquor business by repositioning existing stores and building new liquor stores in more desirable trade areas. • Launch a leading, best-in-class retail cannabis business by investing in a strong leadership team for cannabis, obtaining superior cannabis store locations, and being a strong partner for provincial regulators. We have already made great progress on this initiative in 2018. On March 21, 2018, we introduced Paul Wilson as the President and Chief Operating Officer of our cannabis division. Mr. Wilson is a nationally- renowned retailer, building and/or leading some of Canada’s most profitable retail brands including Spence Diamonds, Mark’s Work Warehouse, Canadian Tire and Princess Auto. • Engage discount competitors head-on with re-branded discount stores in strategically selected locations. As we continue our transformation, short-term results will need to be viewed in the context of what we are confident will be enhanced Shareholder value in the medium-to long-term. The Company’s financial position is strong and we will use that strength to its best advantage to begin significantly improving profitability. Our Board strongly believes that the important measures that Shareholders will be voting on will help facilitate the execution of our strategic plan. We are asking for your support on each of the resolutions outlined in this circular. I want you to know that your vote is important no matter how many Shares you own and even if you have never voted before. By becoming a voter, you can have a meaningful impact on the future of your Company. If you have any questions please call 1.780.944.9994 or email at [email protected]. Sincerely, Derek Burney, Chairman Liquor Stores N.A. Ltd. 2 LIQUOR STORES N.A. LTD. NOTICE OF MEETING WHAT Our 2018 annual and special meeting of Shareholders WHEN May 9, 2018 at 8:00 a.m. (Edmonton time) WHERE Hyatt Place Edmonton-West 18004 100 Avenue NW Edmonton, Alberta, Canada T5S 2T6 WE ARE ASKING FOR YOUR VOTE TO: • Fix the number of Directors to be elected at nine (9) • Elect Directors • Appoint auditors and fix their remuneration • Change the name of the Company to Alcanna Inc. • Increase the maximum size of the Board from eleven (11) to twelve (12) Directors • Approve the Additional Aurora Investment YOUR VOTE WILL MAKE A DIFFERENCE If you held Shares on April 3, 2018 (the “Record Date”) you are entitled to receive this notice and vote at this Meeting. Becoming a voter is fast and easy. Pages 11 and 12 provide a quick guide to casting your proxy vote. Pages 13-17 give you more information about what the Meeting will cover, who can vote and how. By order of the Board of Directors, Derek Burney, Chairman Liquor Stores N.A. Ltd. March 28, 2018 For more information Total Shares outstanding Read about the business of the Meeting beginning on As of March 28, 2018 we had 34,715,297 Shares issued and page 8. outstanding. Other documents can be found here: • www.liquorstoresna.ca/investors • www.sedar.com 2018 INFORMATION CIRCULAR 3 FORWARD-LOOKING STATEMENTS This circular contains forward looking statements or information (collectively “forward-looking statements”) within the meaning of applicable securities legislation. All statements and information, other than statements of historical fact, contained in this circular are forward-looking statements. In particular, this circular contains forward-looking statements regarding, without limitation: • the Company’s cannabis strategy and business transformation strategy; • government regulation of liquor and cannabis; • the legalization of marijuana/cannabis for recreational use in Canada; • our expectations regarding legislation, regulations and licensing relating to the sale of cannabis products for recreational use; • our applications for retail cannabis licenses in Alberta and British Columbia, the number of cannabis stores we expect to open in those provinces and the products we plan to sell; • the establishment of an adult use recreational cannabis market in Canada in general and a retail cannabis business of the Company; • the Company’s financial position and future prospects; • the anticipated benefits of the Additional Aurora Investment; • the use of proceeds of the Private Placement; and • proposed acquisitions and dispositions of or involving the Company. Shareholders can identify many of these statements by looking for words such as “believes”, “may”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues” or similar words and the negative thereof. Forward-looking statements reflect the Company’s current plans, intentions and expectations, which are based on management’s perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. The Company’s plans, intentions and expectations are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur. Forward-looking statements are subject to risks, uncertainties and assumptions, including, but not limited to, those discussed elsewhere in this circular. Although management believes that the plans, intentions and expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct and such forward-looking statements included in this circular should not be unduly relied upon. Some of the factors that could affect future results and could cause results to differ materially from
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