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 (Amendment

(Amendment No.      )

Filed by the Registrant x

Filed by a party other than the Registrant ¨

Check the appropriate box:

Acreage Holdings, Inc. ACREAGE HOLDINGS, 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):

ACREAGE HOLDINGS, INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVENthat an annual general meeting (the “Meeting”) of the holders (the “Subordinate Shareholders”) of Class AD subordinate voting shares (the “Floating Shares”) and Class E subordinate voting shares (the “Fixed Shares” and together with the Floating Shares, the “Subordinate Voting Shares”), the holders (the “(“ProportionateMVS Shareholders”) of Class B proportionate voting shares (the “Proportionate Voting Shares”), and the holders (the “Multiple Shareholders” and collectivelytogether with the Subordinate Shareholders and the Proportionate Shareholders, the “Shareholders”) of Class CF multiple voting shares (the “Fixed Multiple Voting Shares”, and collectively with the Subordinate Voting Shares and the Proportionate Voting Shares the “Shares”) of Acreage Holdings, Inc. (the “Corporation”) will be held foron June 6, 2024 at 12:00 p.m. (EDT) ‎for the following purposes:

Information relating to the matters to be brought before the Meeting is set forth in the proxy statement (the “Proxy Statement”) which accompanies this Notice.

The Board of Directors of the Corporation has fixed Monday, May 25, 2020April 22, 2024 as the record date for the Meeting. Shareholders of record at the close of business on thisthe record date are entitled to notice of the Meeting and to vote thereat or at any adjournment or postponement thereof on the basis of: (i) one (1) vote for each Subordinate Voting Share held; and (ii) forty (40)4,300 votes for each Proportionate Voting Share held; and (iii) three thousand (3,000) votes for eachFixed Multiple Voting Share held.

Meeting Format

The Corporation is holding the Meeting this year as a completely virtual Meeting, which will be conducted via teleconference.webcast. Shareholders will not be able to attend the Meeting in person.

Out of an abundance of caution, to address potential issues arising from the unprecedented public health impact of the novel coronavirus (“COVID-19”), and to limit and mitigate risks to the health and safety ofWe believe a virtual meeting allows broader access by our communities, Shareholders, employees, directorsshareholders and other stakeholders, we will be holding the Meeting in a virtual only format this year. Shareholders will not need to, or be able to, physically attend the Meeting.

parties without restricting participation. Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at web.lumiagm.com/249457963.https://web.lumiconnect.com/272623728. Beneficial Shareholders (being shareholdersShareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend as a guest and view the webcast but not be able to participate or vote at the Meeting.

Registered Shareholders may attend the Meeting virtually or may be represented by proxy. If you are a registered Shareholder and are unable to attend the Meeting, please exercise your right to vote by completing, signing, dating and returning the applicable accompanying form of proxy toOdyssey Trust Company (“Odyssey” or the “Transfer Agent”)Agent”). To be valid, completed proxy forms must be signed, dated and deposited withOdysseyusing one of the following methods:

Proxies must be deposited with Odyssey not later than10:12:00 a.m.p.m. (EDT)on July 21, 2020,June 4, 2024, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.The Chair of the Meeting shall have the discretion to waive or extend the proxy deadlines without notice.

As a Shareholder of the Corporation, it is very important that you read the Proxy Statement and other Meeting materials carefully. They contain important information with respect to voting your Shares and attending and participating at the Meeting.

If a Shareholder receives more than one form of proxy because such holder owns Shares of different classes and/or registered in different names or addresses, each form of proxy should be completed and returned.

If you are a registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary.

NOTICE-AND-ACCESS

Notice of Internet Availability of Proxy Materials

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”) and by the Canadian Securities Administrators under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, we may furnish our proxy statement and annual report to Shareholders of record by providing access to those documents via the Internet instead of mailing printed copies. The notice you received regarding the Internet availability of our proxy materials (the “Notice”) provides instructions on how to access our proxy materials and cast your vote via the Internet, by telephone or by mail.

Shareholders’ access to our proxy materials via the Internet is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the proxy materials to Shareholders. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the Notice for requesting those materials.

Websites Where Proxy Materials Are Posted:

Proxy materials can be viewed online underthe Corporation’s profile on the SEC’s website at www.sec.gov or athttps://odysseytrust.com/client/acreage-holdings-inc/, the website for the proxy materials maintained by Odyssey. The proxy materials will remain posted on Odyssey’s website at least until the date that is one year after the date the proxy materials were posted. The proxy materials will also be available under the Corporation’s profile atwww.sedar.comwww.sedarplus.ca.

How to Obtain Paper Copies of the Proxy Materials

Shareholders may request paper copies of the proxy materials be sent to them by postal delivery at no cost to them.  Requests may be made up to one year from the date the proxy materials are posted on Odyssey’s website.  In order to receive a paper copy of the proxy materials, or if you have questions concerning notice-and-access, please call Odyssey, toll free at 1-888-290-1175 (North America) or 1-587-885-0960 (outside North America).Any requests for material received before the meeting date should be fulfilled within 3 business days.

The Proxy Statement provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice.  Additional information about the Corporation and its consolidated financial statements are also available under the Corporation’s profile on the SEC’s website at www.sec.gov.

DATED at New York, New York this 1029^th day of June, 2020.April, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed)
Kevin P. MurphyDennis Curran
Chairman and Chief Executive Officer

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on July 23, 2020.June 6, 2024.

ACREAGE HOLDINGS, INC.

CSE: ACRG.UACRG.A.U and ACRG.B.U

OTCQX: ACRGFACRHF and ACRDF

FSE: 0VZ0VZ1 and 0VZ2

PROXY STATEMENT

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 23, 2020JUNE 6, 2024

PURPOSES OF SOLICITATION

THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF ACREAGE HOLDINGS, INC. (formerly, Applied Inventions Management Corp.) (thethe “Corporation”)of proxies to be used at the annual general meeting (the “Meeting”) of theholders (the “Subordinate Shareholders”) of Class AD subordinate voting shares (the “Floating Shares”) and Class E subordinate voting shares (the “Fixed Shares”, and together with the Floating Shares, the “Subordinate Voting Shares”), the holders (the “ProportionateMVS Shareholders”) of Class B proportionate voting shares (the “Proportionate Voting Shares”), and the holders (the “Multiple Shareholders” and collectivelytogether with the Subordinate Shareholders and the Proportionate Shareholders, the “Shareholders”) of Class CF multiple voting shares (the “Fixed Multiple Voting Shares”, and collectively with the Subordinate Voting Shares and the Proportionate Voting Shares, the “Shares”) of the Corporation to be held on Thursday,July 23June 6, 20202024 at 10:12:00 a.m.p.m. (EDT), and at any adjournment or postponement thereof, for the purposes set out in the enclosed notice of meeting (the “Notice of Meeting”).  This Proxy Statement is being made available on or about June 10, 2020April 29, 2024, to Shareholders entitled to vote at the Meeting.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 -Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Notice of Meeting, this proxy statement (the “Proxy Statement”), the form of proxy for the meeting, the annual financial statements of the Corporation for the financial year endedDecember 31, 20192023 and related management’s discussion and analysis, where applicable, and other meeting materials to the beneficial owners of the Shares held of record by such parties. The Corporation may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Corporation.  The Corporation may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the Shareholders in favor of the matters set forth in the Notice of Meeting.

Meeting Format

The Corporation is holding the Meeting this year as a completely virtual Meeting, which will be conducted via teleconference.webcast. Shareholders will not be able to attend the Meeting in person.

Out of an abundance of caution, to address potential issues arising from the unprecedented public health impact of the novel coronavirus (“COVID-19”), and to limit and mitigate risks to the health and safety of our communities, Shareholders, employees, directors and other stakeholders, we will be holding the Meeting in a virtual only format this year. Shareholders will not need to, or be able to, physically attend the Meeting.

The Corporation is holding the Meeting as a completely virtual meeting, which will be conducted via live webcast. We believe a virtual meeting allows broader access by our shareholders and other parties without restricting participation, and is also consistent with our sustainability goals to reduce our carbon footprint. Shareholders will not need to, or be able to, physically attend the Meeting in person. In order to attend, participate or vote at the Meeting (including for voting and asking questions at the Meeting), shareholders must have a valid username. Guests are welcome to attend and view the webcast, but will be unable to participate or vote at the Meeting. To join as a guest please visit the Meetingmeeting online at web.lumiagm.com/249457963https://web.lumiconnect.com/272623728 and select “Join as a Guest”guest” when prompted.

Registered Shareholders and duly appointed proxyholders will be able to attend, participate, submit questions and vote at the Meeting online at web.lumiagm.com/249457963. Such persons may then enter the Meeting by clicking “I have a login” and entering a Username and Password before the start of the Meeting:

Registered Shareholders: The control number located on the form of proxy is the Username. The Password to the Meeting is “Acreage2020” (case sensitive)https://web.lumiconnect.com/272623728. If as a registered shareholderShareholder you are using your control number to login to the Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies for the Meeting and will be provided the opportunity to vote by online ballot on the matters put forth at the Meeting. If you do not wishchoose to revoke a previously submitted proxy, as the case may be, you will (need to attend the meeting as a guest) (not be able to participatevote by online ballot at the Meeting online.)on a matter, you will be revoking any previous vote submission by proxy for the Meeting in respect of such matter.

Duly appointed proxyholders: OdysseyTrust Company (“Odyssey” or the “Transfer Agent”)will provide the proxyholder with a Username by e-mail after the voting deadline has passed. TheThe Password to the Meeting is “Acreage2020”“acreage2024” (case sensitive). Only registered shareholdersShareholders and duly appointed proxyholders will be entitled to attend, participate and vote at the Meeting. Beneficial shareholdersShareholders who have not duly appointed themselves as proxyholder will be able to attend the meeting as a guest but not be able to participate or vote at the Meeting. Shareholders who wish to appoint a third party proxyholder to represent them at the Meeting (including beneficial shareholdersShareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting) MUST submit their duly completed proxy or voting instruction form AND register the proxyholder. See “Appointment of a Third Party as Proxy”.

Shareholders will be able to submit questions live during the Annual General Meeting by typing the question into the “Ask a Question” field, and clicking submit.

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, or general economic, political, or other views that are not directly related to the business of the Corporation are not pertinent to meeting matters and therefore will not be addressed.

Should you encounter any difficulties accessing the virtual-only Annual General Meeting platform, including any difficulties voting or submitting questions, you may contact shareholders@odysseytrust.com or US & Canada (toll-free): 1-888-290-1175 Direct Dial (all regions): 1-587-885-0960.

Appointment of a Third Party as Proxy

The following applies to Shareholders who wish to appoint a person (a “third party proxyholder”) other than the management nominees set forth in the form of proxy or voting instruction form as proxyholder, including beneficial shareholdersShareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.

Shareholders who wish to appoint a third partythird-party proxyholder to attend, participate or vote online at the Meeting as their proxy and vote their Shares MUST submit their proxy or voting instruction form (as applicable) appointing such third partythird-party proxyholder AND register the third party proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting instruction form.Failure to register the proxyholder will result in the proxyholder not receiving a Usernameusername to attend, participate or vote at the Meeting.

·• Step 1: Submit your proxy or voting instruction form: To appoint a third partythird-party proxyholder, insert such person'sperson’s name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you are a beneficial shareholder Shareholder located in the United States, you must also provide Odyssey with a duly completed legal proxy if you wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder. See below under this section for additional details.

· • Step 2: Register your proxyholder: To register a proxyholder, Shareholders MUST send an email to Acreage@odysseytrust.comappointee@odysseytrust.com by 10:12:00 a.m.p.m. (EDT) on July 21^st, 2020June 4, 2024 and provide Odyssey with the required proxyholder contact information, amount of shares appointed, name in which the Shares are registered if they are a Registered Shareholder, or name of broker where the shares are held if a Non-Registered Shareholder, so that Odyssey may provide the proxyholder with a Usernameusername via email. Without a Username,username, proxyholders will not be able to attend, participate or vote at the Meeting.

If you are a Non-Registered Shareholder and wish to attend, participate or vote online at the Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary.

Legal Proxy – U.S. Non-Registered Shareholders

If you are a Non-Registered Shareholder located in the United States and wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described herein, you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Odyssey. Requests for registration from Non-Registered Shareholders located in the United States that wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e-mail to Acreage@odysseytrust.comappointee@odysseytrust.com and received by 10:12:00 a.m.p.m. (EDT) on July 13^th, 2020.June 4, 2024.

NOTICE-AND-ACCESS

Notice of Internet Availability of Proxy Materials

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), we may furnish our proxy statement and annual report to Shareholders of record by providing access to those documents via the Internet instead of mailing printed copies. The notice you received regarding the Internet availability of our proxy materials (the “Notice”) provides instructions on how to access our proxy materials and cast your vote via the Internet, by telephone or by mail.

Shareholders’ access to our proxy materials via the Internet is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the proxy materials to Shareholders. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the Notice for requesting those materials.

Registered holders of Shares (“Registered Shareholders”) will receive a form of proxy and beneficial owners of Shares (“Non-Registered Holders”) will receive a voting instruction form, in each case enabling them to vote at the Meeting.  However, instead of a paper copy of the proxy materials, Shareholders will receive only a notice with information on the date, location and purpose of the Meeting, as well as information on how they may access such materials electronically. Shareholders are reminded to view the proxy materials prior to voting.  Materials can be viewed online under the Corporation’s profile on the SEC’s website atwww.sec.govor athttps://odysseytrust.com/client/acreage-holdings-inc/. The proxy materials will remain posted on Odyssey’s website at least until the date that is one year after the date the proxy materials were posted.  The proxy materials will also be available under the Corporation’s profile atwww.sedar.comwww.sedarplus.ca.

Shareholders may request paper copies of the proxy materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the proxy materials are posted on Odyssey’s website. In order to receive a paper copy of the proxy materials or if you have questions concerning Notice-and-Access,please call Odyssey toll free at 1-888-290-1175 (North America) or 1-587-885-0960 (outside North America).Any requests for material received before the meeting date should be fulfilled within three business days.

Quorum

The quorum for any meeting of Shareholders will be two persons present in person, virtually or represented by proxy who are, or who represent by proxy, Shareholders ‎entitled to vote thereat who hold, in the ‎aggregate, 25% of the votes attached to the issued and outstanding Shares entitled to vote at such meeting. ‎In the event that a quorum is not present at the time fixed for holding the Meeting, the Meeting shall stand ‎adjourned to such date and to the same day in the next week at the same time and place. ‎

APPOINTMENT AND REVOCATION OF PROXIES

A Registered Shareholder may vote online at the virtual Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote the Shares of such Registered Shareholder at the Meeting.  In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form(s) of proxy accompanying this Proxy Statement, or another proper form of proxy, in the manner specified in the Notice of Meeting and must follow the directors described above.

The purpose of a form of proxy is to designate persons who will vote on the Shareholder’s behalf in accordance with the instructions given by the Shareholder in the form of proxy.  The persons named in the enclosed form(s) of proxy are officers or directors of the Corporation.  A REGISTERED SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, TO REPRESENT HIM, HER OR IT AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM(S) OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY.A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with Odyssey not later than 10:12:00 a.m.p.m. (EDT)on July 21, 2020June 4, 2024 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting at which the applicable form(s) of proxy is to be used.  A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

Proxies may be deposited with Odyssey, using one of the following methods:

Proxies must be deposited with Odyssey not later than10:12:00 a.m.p.m. (EDT)on July 21, 2020,June 4, 2024, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.The Chair of the Meeting shall have the discretion to waive or extend the proxy deadlines without notice.

A Registered Shareholder virtually attending the Meeting has the right to vote at the Meeting by completing a ballot online during the Meeting and, if he, she or it does so, his, her or its form of proxy is nullified with respect to the matters such person votes upon at the Meeting and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

A Registered Shareholder who has given a form of proxy may revoke the form of proxy at any time prior to using it: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by his, her or its attorney authorized in writing or by electronic signature or, if the Registered Shareholder is a corporation, by an authorized officer or attorney thereof at, or by transmitting by facsimile or electronic means, a revocation signed, subject to the Business Corporations Act (British Columbia) (the “BCBA”), by electronic signature, to: (i) the principal executive offices of the Corporation, located at 366 Madison Avenue, 11th14th Floor, New York, New York, 10017 at any time prior to 10:00 a.m. (EDT)on the last business day preceding the day of the Meeting or any adjournment thereof; (ii) with the Chair of the Meeting on the day of the Meeting or any adjournment thereof; or (iii) in any other manner permitted by law.

ADVICE TO NON-REGISTERED SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own name.  Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend virtually and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the Meeting.  Shares beneficially owned by a Non-Registered Holder are registered either: (i) in the name of an intermediary (an “Intermediary”) with whom the Non-Registered Holder deals in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. in Canada or Cede & Co. in the United States) (each a “Clearing Agency”) of which the Intermediary is a participant.  Accordingly, such Intermediaries and Clearing Agencies would be the Registered Shareholders and would appear as such on the list maintained by Odyssey Trust Company (the “Transfer Agent”).  Non-Registered Holders do not appear on the list of the Registered Shareholders maintained by the Transfer Agent.

Distribution of Proxy Materials to Non-Registered Holders

In accordance with the requirements of NI 54-101, the Corporation has distributed copies of the proxy materials to the Clearing Agencies and Intermediaries for onward distribution to Non-Registered Holders as well as directly to NOBOs (as defined below).

Non-Registered Holders fall into two categories - those who object to their identity being known to the issuers of the securities which they own (“OBOs”) and those who do not object to their identity being made known to the issuers of the securities which they own (“NOBOs”).  Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs.  If you are a NOBO and the Corporation or its agent has sent the proxy materials directly to you, your name, address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Shares on your behalf.

The Corporation’s OBOs can expect to be contacted by their Intermediary.

Voting by Non-Registered Holders

The Shares held by Non-Registered Holders can only be voted or withheld from voting at the direction of the Non-Registered Holder.  Without specific instructions, Intermediaries or Clearing Agencies are prohibited from voting Shares on behalf of Non-Registered Holders.  Therefore, each Non-Registered Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

The various Intermediaries have their own mailing procedures and provide their own return instructions to Non-Registered Holders, which should be carefully followed by Non-Registered Holders in order to ensure that their Shares are voted at the Meeting.

Non-Registered Holders will receive either a voting instruction form or, less frequently, a form of proxy.  The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Shares they beneficially own.  Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

OR

Voting by Non-Registered Holders at the Meeting

Although a Non-Registered Holder may not be recognized directly at the virtual Meeting for the purposes of voting Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Shares beneficially owned by such Non-Registered Holder and vote such Shares as a proxyholder.  A Non-Registered Holder who wishes to attend the Meeting and to vote their Shares as proxyholder for the Registered Shareholder who holds Shares beneficially owned by such Non-Registered Holder, should: (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder’s or its nominees name in the blank space provided.  Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

Non-Registered Holders who have not duly appointed themselves as proxyholder will be able to attend as a guest and view the webcast but not be able to participate or vote at the Meeting.

All references to Shareholders in the proxy materials are to Registered Shareholders as set forth on the list of registered Shareholders as maintained by the Transfer Agent, unless specifically stated otherwise.

Acreage Holdings, Inc.

Office of the Corporate Secretary

366 Madison Ave, 11^thAvenue, 14th Floor

New York, NYNew York, 10017

corporatesecretary@acreageholdings.com

Please include the following information with your inquiry:

VOTING OF PROXIES

More than one of the following forms of proxy accompany this Proxy Statement for use at the Meeting by Shareholders:

all in accordance with the instructions set out in the Notice of Meeting, notice-and-access notification and this Proxy Statement and the accompanying form(s) of proxy.

The holders of Subordinate Voting Shares will be entitled to one (1) vote in respect of each Subordinate Voting Share held and the holders of Proportionate VotingFixed Multiple Shares will be entitled to forty (40)4,300 votes in respect of each Proportionate VotingFixed Multiple Share held andheld. In connection with the Amended Arrangement (as defined below), certain holders of our previous Class A subordinate voting Shares, Class B proportionate voting shares and Class C multiple voting shares were delivered letters of transmittal to convert their shares into our current Fixed Shares, Floating Shares and Fixed Multiple Voting SharesShares. Holders who have not yet returned completed letters of transmittal will be entitled to three thousand (3,000) votes in respectreceive a proxy card for shares they will receive upon delivering a completed letter of each Multiple Voting Share held.transmittal.

All Shares represented at the Meeting by properly executed proxies will be voted on any matter that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the accompanying form of proxy, the Shares represented by the proxy will be voted in accordance with such instructions.In the absence of any such instruction, the persons whose names appear on the printed form(s) of proxy will vote in favor of all the matters set out thereon.

The enclosed form(s) of proxy confers discretionary authority upon the persons named therein. If any other business or amendments or variations to matters identified in the Notice of Meeting properly comes before the Meeting, then discretionary authority is conferred upon the person appointed in the proxy to vote in the manner they see fit, in accordance with their best judgment.

At the time of the printing of this Proxy Statement, the management of the Corporation knew of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

To the knowledge of the directors and executive officers of the Corporation, no director or executive officer of the Corporation, any proposed nominee for election as director of the Corporation, or any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Proxy Statement contains “forward-looking statements” within the meaning of the ‎United States Private Securities ‎Litigation Reform Act of 1995 and “forward-looking information” ‎within the meaning of applicable Canadian ‎securities legislation (collectively, “forward-looking information”). Often, but not always, forward-‎looking statements and information can be ‎identified by the use of words such as “plans”, “goal”, “strategy”, “expects” or “does not expect”, “is expected”, ‎‎“estimates”, “project,” “projections”, “forecasts”, “seeks”, “potential”, “proposed”, “intends”, “likely”, “designed to”, ‎‎“foreseeable future”, “scheduled”, “anticipates” or “does not ‎anticipate”, or “believes”, or variations of such words ‎and phrases or state that certain actions, ‎events or results “may”, “should”, “could”, “would”, “might” or “will” be ‎taken, occur or be achieved. ‎Forward-looking statements or information involve known and unknown risks, ‎uncertainties and ‎other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements ‎expressed or implied ‎by the forward-looking statements or information contained in this Proxy Statement. Examples of such statements include ‎statements with respect to the completion of the Floating Share ‎Arrangement and the Acquisition (as such terms are defined below), and the timing thereof.

Risks, uncertainties and other factors involved with forward-looking information could cause actual ‎events, results, ‎performance, prospects and opportunities to differ materially from those expressed ‎or implied by such ‎forward-looking information, including those contained in the public filings of the Corporation filed with ‎Canadian securities regulatory authorities ‎and available under Acreage’s profile on SEDAR+ at ‎www.sedarplus.ca and with the SEC and available on ‎‎EDGAR at www.sec.gov/edgar, including the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”). ‎

In respect of the forward-looking information, ‎the Corporation has provided such statements and information in reliance on ‎certain assumptions that it believes are ‎reasonable at this time. Although management ‎believes that the assumptions and factors used in preparing the ‎forward-looking information in this Proxy Statement are reasonable, undue reliance should not ‎‎be placed on such information and no assurance can be given that such events will occur in the ‎disclosed time frames ‎or at all. The forward-looking information ‎included in this Proxy Statement are made as of the ‎date of this Proxy Statement and the Corporation does not undertake any obligation to publicly update such forward-looking ‎‎information to reflect new information, subsequent events or ‎otherwise unless ‎required by applicable securities laws. There can be no assurance that the ‎Floating Share Arrangement or the ‎Acquisition will occur, or that such events will occur on the ‎‎terms and conditions contemplated herein. Forward-looking information is information about the ‎future and is inherently uncertain. There can be no assurance that the ‎forward-looking information will prove to be ‎accurate. Actual results could differ materially from those reflected in the ‎forward-looking information. Risks and ‎uncertainties that could affect forward-looking information are discussed in the Annual Report, a copy of which is ‎available under Acreage’s profile on ‎SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar. The Corporation expressly ‎disclaims any intention or ‎obligation to update or revise any information contained in this Proxy Statement (including forward-‎looking information) ‎except as required by applicable laws, and Shareholders should not assume that any lack of update to ‎‎information contained in this Proxy Statement means that there has been no change in that information since the date of this ‎‎Proxy Statement and should not place undue reliance on forward-looking information.‎

STRUCTURE OF THE CORPORATION

The Corporation’s principal operating subsidiary is High Street Capital Partners, LLC (“HSCP”), in which the Corporation acquired its interest pursuant to a reverse takeover business combination transaction (the “RTO”) completed on November 14, 2018 pursuant to a Business Combination Agreement (the “Definitive Agreement”) between Applied Inventions Management Corp. (the name of the Corporation prior to completion of the RTO), HSCP, Acreage Finco B.C. Ltd., HSCP Merger Corp., Acreage Holdings America, Inc. (“USCo”) and Acreage Holdings WC, Inc. (“USCo2”) dated September 21, 2018. HSCP is a Delaware limited liability corporation, or LLC, rather than a corporation. Unlike a corporation, generally all profits and losses of the business carried on by an LLC “pass through” to each member of the LLC. LLC members report their respective shares of such profits and losses on their U.S. federal tax returns.

Membership equity interests in HSCP are represented by units (“Units”). Pursuant to the Definitive Agreement: (i) holders of Units prior to completion of the RTO contributed their Units to USCo2 in exchange for voting common shares of USCo2; (ii) other holders of Units, apart from Kevin Murphy, our former CEO and certain executive employees and profit interest holders, contributed their Units to USCo in exchange for voting common shares of USCo. Such holders of Units residing outside the U.S. received Class A Common Shares of USCo, and such holders residing in the U.S. received Class B Common Shares of USCo; and (iii) Mr. Murphy contributed a portion of his Units to USCo in exchange for Class C voting common shares of USCo, and otherwise continued to hold his remaining Units.

On November 14, 2018, HSCP completed the RTO of the Corporation on the following basis. Holders of USCo common shares contributed their USCo common shares to the Corporation in exchange for Subordinate Voting Shares, Class A subordinate voting shares (the “SVS”), Class B proportionate voting shares (the “Proportionate Voting Shares”) and, together with a subscription for cash by Mr. Murphy, Class C multiple voting shares (the “Multiple Voting Shares.Shares”). Holders of Class A common shares of USCo (non-U.S. Holders) received Subordinate Voting Shares,SVS, holders of Class B common shares of USCo (U.S. Holders) received Proportionate Voting Shares, and Mr. Murphy received Multiple Voting Shares.

Holders of Class B Non-Voting Common Shares of USCo2 have the right to cause USCo2 to redeem their Class B Non-Voting Common Shares. If a holder of Class B Non-Voting Common Shares exercises its redemption right, USCo2 will repurchase for cancellation each such Class B Non-Voting Common Share submitted for redemption or exchange in consideration for either one Subordinate Voting Share or a cash amount equal to the cash settlement amount applicable to such Class B Non-Voting Common Shares, as determined by USCo2; provided that USCo2 may assign to the Corporation its rights and obligations to effect a redemption or exchange directly with the redeeming holder.

Upon completion of the RTO, the Corporation became the owner of all the issued and outstanding shares of USCo and USCo2, and thereby obtained a 71% equity interest in HSCP. Mr. Murphy, certain executive employees of the Corporation and profits interest holders retained Units amounting to a 27% equity interest. Such Units carry redemption and exchange rights allowing, subject to contractual restrictions, the holder thereof to exchange their Units for newly-issued Subordinate Voting Shares on a one-to-one basis. Instead of issuing Subordinate Voting Shares upon exchange of the Units, the Corporation may at its option make a cash payment equal to the volume weighted average market price of one Subordinate Voting Share for each Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the third amended and restated limited liability company agreement of HSCP dated November 14, 2018 (the “A&R LLC Agreement”), which became effective as of the completion of the RTO. The Corporation’s decision whether to make a cash payment or issue Subordinate Voting Shares upon a holder’s exchange of Units will be made by the Corporation’s independent directors who are disinterested with respect thereto. As of the date hereof, USCo has an approximately 79% equitycontrolling interest in HSCP and Mr. Murphy, certain executive employeeswith USCo appointed as the sole managing member of the Corporation and other investors retain Units amounting to an approximately 21% equity interest.HSCP.

The Corporation’s structure following completion of the RTO is commonly referred to as an “Up-C” structure. The Up-C structure allows the holders of Units to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass-through” entity, for U.S. income tax purposes. One of these benefits is that future taxable income of HSCP that is allocated to holders of Units will be taxed in the United States on a flow-through basis and therefore will not be subject to corporate taxes at the entity level. Additionally, because holders of Units may redeem their Units for Subordinate Voting Shares or, at the Corporation’s option, for cash, the Up-C structure also provides the holders of Units with potential liquidity that holders of non-publicly-traded limited liability companies are not typically afforded.

Arrangement with Canopy Growth Corporation

On April 18, 2019,June 24, 2020, the Corporation entered into an arrangementa proposal agreement (the “Original ArrangementProposal Agreement”) with Canopy Growth Corporation (“Canopy Growth”), which was subsequently amended by a first amendmentset out, among other things, the terms and conditions upon which the Corporation and Canopy Growth were proposing to ‎enter into an amending agreement (the “Amending Agreement”) which, among other things, provided for certain amendments to the arrangement agreement entered into with Canopy Growth dated April 18, 2019, as amended on May 15, 2019 (the “Arrangement Agreement Amendment”, and, together with the Original Arrangement Agreement” and, as amended by the Amending Agreement on September 23, 2020, the “Arrangement Agreement”), and the amendment and restatement of the plan of arrangement implemented by us on June 24, 2019 (the “Amended Plan of Arrangement”) to implement the arrangement contemplated in the Arrangement Agreement (the “Amended Arrangement”) pursuant to the BCBCA. The effectiveness of the Amending Agreement and the ‎implementation of the Amended Plan of Arrangement was subject to the conditions set out in ‎the Proposal Agreement, which included, among others, approval by: (i) the Supreme Court of British Columbia (the “Court”) at a hearing upon the procedural and substantive fairness of the terms ‎and conditions of the Amended Arrangement; and (ii) the Corporation’s Shareholders, as ‎required by applicable corporate and securities laws. ‎

The Amended Arrangement was approved by the Corporation’s Shareholders at its ‎special meeting held on September 16, ‎‎2020 and a final order approving the Amended Arrangement was obtained from ‎the Court on September 18, 2020.

Following the satisfaction of various conditions set forth in the Proposal Agreement, on ‎September 23, 2020, the Corporation agreed to complete an arrangemententered into the Amending Agreement ‎with Canopy Growth and implemented the Amended Plan of Arrangement effective at 12:01 a.m. (Vancouver time) (the “ArrangementAmendment Time”) under on September 23, 2020 ‎‎(the provisions of theBusiness Corporations Act (British Colombia) (““BCBCAAmendment Date”). ‎

Pursuant to the Amended Plan of Arrangement, among other things, Canopy Growth made a cash payment of $37,500,024 (the “Aggregate Amendment Option Payment”), which was delivered to the Corporation’s Shareholders and certain holders of securities convertible or exchangeable into the Corporation’s shares. Holders of the Corporation’s then outstanding SVS, Proportionate Voting Shares, Multiple Voting Shares, and certain other parties, received approximately $0.30 per SVS, being their pro rata portion (on an as-converted to SVS basis) of the Aggregate Amendment Option Payment, based on the number of our outstanding shares and certain holders of securities convertible or exchangeable into the Corporation’s shares, as of the ‎close of business on September 22, 2020, the record date for payment of ‎the Aggregate Amendment Option Payment. ‎The ‎ Aggregate Amendment Option Payment was distributed to such holders of record on or ‎about September 25, 2020.

Upon implementation of the ‎Amended Plan of Arrangement, on June 27, 2019, the Articles of the CorporationCorporation’s articles were amended to, provide Canopy Growthamong other things, create three new classes of shares in our authorized share structure, being Fixed Shares, Floating Shares and the Fixed Multiple Shares and, in connection with the optionsuch amendment, we completed a capital reorganization (the “Canopy Growth Call OptionCapital Reorganization”) to acquire alleffective as of the issued andAmendment Time whereby: (i) ‎each then outstanding shares of the Corporation in exchangeSVS was exchanged for the payment of 0.5818‎‎0.7 of a common share in the capitalFixed Share and ‎‎0.3 of Canopy Growth (each whole share, a “Canopy Growth Share”) forFloating Share; ‎‎(ii) each Subordinate Voting Share held (with the payment to holders of Proportionate Voting Shares being adjusted as though eachthen outstanding Proportionate Voting Share was converted into 40 Subordinateexchanged for 28 ‎Fixed Shares and 12 Floating ‎Shares; and (iii) each ‎then outstanding Multiple Voting Shares in accordance with its terms) (the “Exchange Ratio”), which Exchange Ratio isShare was exchanged for 0.7 ‎of a Fixed Multiple Share and 0.3 of a ‎Floating ‎Share‎.

At the Amendment Time, on the terms and subject to adjustmentthe conditions of the Amended Plan of ‎Arrangement, each option, restricted share unit, compensation option and warrant to acquire SVS that was outstanding immediately prior to the Amendment Time was ‎exchanged for a replacement option, restricted stock unit, compensation option or warrant, as ‎applicable, to acquire Fixed Shares (a “Fixed Share Replacement Security”) and a ‎replacement option, restricted stock unit, compensation option or warrant, as applicable, to ‎acquire Floating Shares (a “Floating Share Replacement Security”) in accordance with the Arrangement Agreement.order to account for ‎the Capital Reorganization.

Pursuant to the Amended Plan of Arrangement, upon the occurrence, or waiver (at the discretion of Canopy Growth is required to exercise the Canopy Growth Call Option uponGrowth), of a change in federal laws in ‎‎the United States to permit the general cultivation, distribution and possession of marijuana‎marijuana (as defined in‎in the relevant‎relevant legislation) or to remove the regulation of such activities from the federal laws of‎of the United‎United States (the “Triggering Event”). Alternatively, Canopy Growth may elect to exercise the Canopy Growth Call Option at any time prior to the date that is 90 months following and the date on which the Triggering Event occurs, the “Triggering Event Date”), Canopy Growth, will, subject to the satisfaction or waiver of certain closing conditions set out in the Arrangement Agreement: (i) acquire all necessary information is providedof the issued and outstanding Fixed Shares (following the mandatory conversion of the Fixed Multiple Shares into Fixed Shares) on the basis of 0.3048 (the “Fixed Exchange Ratio”) of a common share of Canopy Growth (each, a “Canopy Growth Share”) for each Fixed Share held at the time of the acquisition (the “Acquisition”) of the Fixed Shares (the “Acquisition Time”), subject to and filed with the Registrar of Companies under the BCBCAadjustment in accordance with the terms of the Amended Plan of Arrangement (the “Canopy Call Option”); and ‎(ii) have the right (but not the obligation) (the ‎‎”Floating Call Option”), ‎exercisable for a period of 30 days ‎following the Triggering Event Date to acquire all of the ‎issued and outstanding Floating Shares. Upon exercise of ‎the Floating Call Option, Canopy Growth may acquire the Floating Shares for cash or for Canopy ‎Shares or a combination thereof, in Canopy Growth’s sole discretion.

At the Acquisition Time, on the terms and subject to the conditions of the Amended Plan of Arrangement, each Fixed Share Replacement Security will be exchanged for a replacement option, restricted stock unit, compensation option or warrant, as applicable, to acquire from Canopy Growth such number of Canopy Growth Shares as is equal to: (i) the number of Fixed Shares that were issuable upon exercise of such Fixed Share Replacement Security immediately prior to the Acquisition Time, multiplied by (ii) the Fixed Exchange Ratio in effect immediately prior to the Acquisition Time (provided that if the foregoing would result in the issuance of a fraction of a Canopy Growth Share, then the number of Canopy Growth Shares to be issued will be rounded down to the nearest whole number).

‎In the event that the Amending Agreement provides for, among other things: (i) various Canopy Growth rights that extend beyond the Acquisition Time and continue until the date (the “End Date”) Canopy Growth ceases to hold at least 35% of the issued and outstanding Acreage shares. These include, among other things, rights to nominate a majority of Acreage’s Board of Directors (the “Board”) following the Acquisition Time, and restrictions on Acreage’s ability to incur certain indebtedness without Canopy Growth’s consent.

On October 24, 2022, the Corporation entered into an arrangement agreement (the “Floating Share Arrangement Agreement”) with Canopy Growth and Canopy USA, LLC (“Canopy USA”), pursuant to which, subject to the approval of the holders of the issued and outstanding Floating Shares and the terms and conditions of the Floating Share Arrangement Agreement, Canopy USA will acquire all of the issued and outstanding Floating Shares by way of a court-approved plan of arrangement under the BCBA (the “Floating Share Arrangement”) in exchange for 0.45 of a common share of Canopy (the “Canopy Shares”) for each Floating Share held. Concurrently with the entering into the Floating Share Arrangement Agreement, Canopy irrevocably waived its option to acquire the Floating Shares pursuant to the Arrangement Agreement.

Subject to the provisions of the Floating Share Agreement, Canopy Growth has agreed to exercise the Canopy Call Option no later than five business days following the exchange (in the sole discretion of CBG and Greenstar) of all Canopy Shares held by CBG and Greenstar into a new class of non-voting and non-participating exchangeable shares in the capital of Canopy (the “Exchangeable Canopy Shares”) to be created pursuant to the reorganization of Canopy’s share capital to provide for: (i) the creation of an unlimited number of a new class of Exchangeable Canopy Shares, and (ii) the restatement of the rights of the Canopy Shares to provide for a conversion feature whereby each Canopy Share may at any time, at the option of the holder, be converted into one Exchangeable Canopy Share (the “Canopy Capital Reorganization”). The Canopy Capital Reorganization was approved by special resolution of Canopy Growth Shareholders at a special meeting of Canopy Shareholders.

Upon completion ofof: (i) the acquisition of the Corporation’sFloating Shares upon exercise or deemedpursuant to the Floating Share Arrangement; and (ii) the Acquisition of the Fixed Shares following the exercise of the Canopy Growth Call Option (the “Acquisition”)pursuant to the Arrangement Agreement, Canopy USA will own 100% of the issued and outstanding Acreage Shares. Completion of the Floating Share Agreement is subject to the satisfaction or waiver of certain closing conditions, including receipt of applicable regulatory approvals.

The Corporation received the required approval of the holders of Floating Shares in connection with the Floating Share Arrangement at its special meeting of holders of Floating Shares held on March 15, 2023. On March 21, 2023, the Corporation obtained a final order form from the Supreme Court of British Columbia approving the Floating Share Arrangement. Upon the satisfaction or waiver of all other conditions set out in the Floating ‎Share Arrangement Agreement.Agreement, which the parties continue to work towards, the parties will complete the ‎Floating Share Arrangement. ‎

Prior to completion of the Acquisition, the Corporation will continue to operate as a stand-alone entity and to conduct its business independently, subject to compliance with certain covenants contained in the Arrangement Agreement and the Subordinate Voting Shares will remain listed on the CSE, the OTCQX and the Frankfurt Stock Exchange. If the Acquisition is completed, Canopy Growth will acquire all of the Corporation’s Shares, the Corporation will become a wholly-owned subsidiary of Canopy Growth and Canopy Growth will continue the operations of Canopy Growth and the Corporation on a combined basis.

On April 10, 2019, the board of directors of the Corporation (the “Board”) approved the formation of a special committee of the Board comprised of independent directors (the “Special Committee”) to analyze the transaction with Canopy Growth and make a recommendation to the Board whether to approve the transaction. The Special Committee met six times in 2019 and was comprised of Larissa Herda (Chair), Douglas Maine and William Van Faasen.

VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Board fixed Monday, May 25, 2020April 22, 2024 as the record date for the Meeting. Shareholders at the close of business on this date are entitled to receive notice of the Meeting and to vote thereat or at any adjournments or postponements thereof.

The authorized capitalshare structure of the Corporation consists of an unlimited number of Subordinate VotingFixed Shares, an unlimited number of Proportionate VotingFloating Shares and an unlimited number of117,600 Fixed Multiple Voting Shares. As of June 1, 2020,April 22, 2024, the Corporation had: (i) 76,709,87180,824,907 Fixed Shares outstanding and 36,030,165 Floating Shares outstanding for a total of 116,972,672 Subordinate Voting Shares, outstanding, each of which carries the right to one (1) vote in respect of each of the matters properly coming before the Meeting; and (ii) 556,490.3151 Proportionate Voting117,600 Fixed Multiple Shares outstanding, each of which carries the right to forty (40) votes in respect of each of the matters properly coming before the Meeting; and (iii) 168,000 Multiple Voting Shares outstanding, each of which carries the right to three thousand (3,000)4,300 votes in respect of each of the matters properly coming before the Meeting.

Each Fixed Multiple Voting Share is convertible, atoutstanding immediately prior to the option of the holder, into one Subordinate Voting Share. Each Multiple Voting ShareAcquisition Time shall automatically convert, without any action on the part of the holder, into Subordinate Voting Shares on the basis of one Subordinate Voting Sharebe exchanged for one Multiple Voting Share upon the earliest of the date that: (i) the aggregate number of Multiple Voting Shares held by Kevin Murphy together with his Affiliates is reduced to a number which is less than 84,000 Multiple Voting Shares; (ii) the aggregate number of Units held by Kevin Murphy together with his Affiliates are reduced to a number which is less than fifty per cent (50%) of the aggregate number of Units held by such holder together with his Affiliates on the date of completion of the RTO, being 15,957,908 Units; and (iii) is five years following completion of the RTO, being November 14, 2023.Fixed Share.

The Subordinate Voting Shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws. TheAt the annual general and special meeting of shareholders held on November 6, 2018, the Corporation received the requisite prior majority approval of shareholders of the Applied Inventions Management Corp. (the name of the Corporation prior to completion of the RTO), at the annual general of a “restricted security reorganization” pursuant to National Instrument 41-101 - General Prospectus ‎Requirements and special meeting of shareholders held on November 6, 2018.OSC Rule 56-501 - Restricted Shares. As of June 1, 2020,April 22, 2024, the Subordinate Voting Shares represent approximately 12.72% of the voting rights attached to outstanding securities of the Corporation, the Proportionate Voting Shares represent approximately 3.69%19% of the voting rights attached to outstanding securities of the Corporation and the Fixed Multiple Voting Shares represent approximately 83.59%81% of the voting rights attached to outstanding securities of the Corporation.

In the event that an offer is made to purchase Proportionate Voting Shares, and such offer is: (i) required, pursuant to applicable securities legislation or the rules of, any stock exchange on which: (a) the Proportionate Voting Shares; or (b) the Subordinate Voting Shares which may be obtained upon conversion of the Proportionate Voting Shares; may then be listed, to be made to all or substantially all of the holders of Proportionate Voting Shares in a province or territory of Canada to which the requirement applies (an “Offer”); and (ii) not made to the holders of Subordinate Voting Shares for consideration per Subordinate Voting Share equal to 0.025 of the consideration offered per Proportionate Voting Share, then each Subordinate Voting Share shall become convertible at the option of the holder into Proportionate Voting Shares on the basis of 40 Subordinate Voting Shares for one Proportionate Voting Share, at any time while the Offer is in effect until one day after the time prescribed by applicable securities legislation or stock exchange rules for the offeror to take up and pay for such shares as are to be acquired pursuant to the Offer (the “Subordinate Voting Share Conversion Right”). Fractions of Proportionate Voting Shares may be issued in respect of any amount of Subordinate Voting Shares in respect of which the Subordinate Voting Share Conversion Right is exercised which is less than 40. The Subordinate Voting Share Conversion Right may only be exercised for the purpose of depositing the Proportionate Voting Shares acquired upon conversion under such Offer. If the Subordinate Voting Share Conversion Right is exercised, the Corporation will procure that the transfer agent for the Subordinate Voting Shares shall deposit under such Offer the Proportionate Voting Shares acquired upon conversion, on behalf of the holder. If the holder withdraws such Proportionate Voting Shares from deposit under the Offer, or the Offer is abandoned, withdrawn or terminated by the offeror, or the Offer expires without the offeror taking up and paying for the Proportionate Voting Shares, then the Proportionate Voting Shares acquired upon conversion shall automatically reconvert to Subordinate Voting Shares on the basis of 40 Subordinate Voting Shares for one Proportionate Voting Share, without further action on the part of the holder.

The Corporation, Odyssey Trust Company as trustee for the benefit of the holders of Subordinate Voting Shares (in such capacity, the “Trustee”), Mr. Murphy and Murphy Capital, LLC (together, the “MVS Shareholders”)Shareholders) entered into a coattail agreement dated November 14, 2018, as amended and restated on September 23, 2020 (the “Coattail Agreement”) under which the MVS Shareholders, as the only holders of Fixed Multiple Voting Shares, and holders of Units, are prohibited from selling, directly or indirectly, any Fixed Multiple Voting Shares or Units pursuant to a takeover bid, if applicable securities legislation would have required the same offer to be made to the Subordinate Shareholders had the sale been a sale of Subordinate Voting Shares rather than Fixed Multiple Voting Shares or Units. The prohibition does not apply if a concurrent offer is made to purchase Subordinate Voting Shares if: (i) the price per Subordinate Voting Share under such concurrent offer is at least as high as the price to be paid for the Fixed Multiple Voting Shares or Units, assuming their conversion to Subordinate Voting Shares; (ii) the percentage of Subordinate Voting Shares to be taken up under such concurrent offer is at least as high as the percentage of Fixed Multiple Voting Shares or Units to be sold; (iii) such concurrent offer is unconditional, other than the right not to take up and pay for any Subordinate Voting Shares tendered if no Fixed Multiple Voting Shares or Units are purchased; and (iv) such concurrent offer is in all other material respects identical to the offer for Fixed Multiple Voting Shares or Units. The Coattail Agreement does not apply to prevent the sale or transfer of Units to Mr. Murphy and members of his immediate family, or a person or company controlled by Mr. Murphy or a member of his immediate family. If Subordinate Shareholders representing not less than 10% of the then outstanding Subordinate Voting Shares determine that the MVS Shareholders or the Corporation have breached or intend to breach any provision of the Coattail Agreement, they may by written requisition require the Trustee to take such action as is specified in the requisition in connection with the breach or intended breach, and the Trustee is to forthwith take such action or any other action it considers necessary to enforce its rights under the Coattail Agreement on behalf of the Subordinate Shareholderss. The obligation of the Trustee to take such action on behalf of the Subordinate Shareholders is conditional upon the provision to the Trustee of such funds and indemnity as it may reasonably require in respect of any costs or expenses it may incur in connection with such action. Subordinate ShareholdersmayShareholders may not institute any action or proceeding, or exercise any other remedy to enforce rights under the Coattail Agreement unless they have submitted such a requisition, and provided such funds and indemnity, to the Trustee, and the Trustee shall have failed to act within 30 days of receipt thereof.

The following table sets forth information with respect to the Acreage Holdings, Inc. Omnibus Plan (the “Omnibus Plan”) under which equity securities of the Corporation are authorized for issuance as of December 31, 2023:

Subject to adjustment provisions as provided in the Omnibus Plan, the maximum number of Fixed Shares and Floating Shares that may be issued under the Omnibus Plan shall be equal to 15% of the number of issued and outstanding Fixed Shares and Floating Shares from time to time, on an as converted to Fixed Shares and Floating Shares basis. Such awards may be made in any form permitted under the Omnibus Plan, in any combinations approved by the Compensation and Corporate Governance Committee.

The following table sets forth information with respect to the beneficial ownership of our shares as of May 25, 2020April 22, 2024 by: each current director and director nominee; each executive officer appearing in the Statement of Executive Compensation; all directors and executive officers as a group; and any person who is known to us to to beneficially own more than 5% of the outstanding shares based on our review of the reports regarding ownership filed with the SEC in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”).

*       Less than 1%.

Notes:

BUSINESS TO BE TRANSACTED AT THE MEETING

The following chart describes the proposals to be considered at the meeting, the voting options, the vote required for each matter, and the manner in which votes will be counted:

1.            Financial Statements

The audited financial statements of the Corporation for the period ended December 31, 2019,2023, together with the report of the auditors thereon, will be placed before the Meeting.

2.        Number of Directors

The number of directors of the Corporation is proposed to be set at five.

3.            Election of Directors

The Board manages, or supervises the management, of the business and affairs of the Corporation. The members of the Board are elected annually, on an individual basis, at each annual general meeting of Shareholders.

At the Meeting, the number of directors proposed for election will be five,four, as listed below, all four of whomwhich are currently directors of the Corporation. Management has been informed that each of the proposed nominees listed below is willing to serve as a director if elected. The table below sets forth certain information regarding the nominees proposed for election as directors at the Meeting, their respective positions with the Corporation, principal occupations or employment during the last five years and the dates on which they became directors of the Corporation.

The Board recommends you vote “FOR” setting the number of directors at five, and “FOR” each of its nominees for director. The enclosed form(s) of proxy allows the Shareholders to direct proxyholders to vote individually for each of the nominees as a director of the Corporation.Unless instructions are given to withhold from voting with regard to the election of directors, the persons whose names appear on the enclosed form(s) of proxy will vote in favor of setting the number of directors at five, and the election of each of the fivefour nominees whose names are listed below.

Management of the Corporation does not foresee that any of the nominees listed below will be unable or, for any reason, unwilling to perform his or her duties as a director. In the event that the foregoing occurs for any reason, prior to the election, the persons indicated on the enclosed form(s) of proxy reserve the right to vote for another candidate of their choice unless otherwise instructed by the Shareholder in the form(s) of proxy to abstain from voting on the election of directors.

Each director elected at the Meeting will hold office until the next annual general meeting or until his or her successor is duly elected or appointed.

Notes:

There are no contracts, arrangements or understandings between any nominee and any other person (other than the directors and officers of the Corporation acting solely in such capacity) pursuant to which the nominee has been or is to be elected as a director.

The following are brief biographies of each of the nominees:

Dennis Curran, Director, Chief Executive Officer (age 59): Dennis Curran was promoted to Chief Executive Officer on July 1, 2023 after joining Acreage in March 2022 as the Chief Operating Officer. Mr. Curran brings over 35 years of leadership experience in multiple product categories, sales, trade channels, distributor management, marketing, and business maturity in both domestic and international markets. Before joining Acreage, he was the Chief Customer Officer at GSK Consumer Healthcare and was responsible for delivering sales, profitability, and innovation for the United States, the business’ largest market. Prior to GSK, Mr. Curran had a career spanning 29 years with Procter and Gamble (P&G) in both the US and Europe working with some of the world’s leading consumer brands. His last role at P&G was Regional Manager and President for P&G’s North American Prestige business. Mr. Curran was responsible for overseeing sales, marketing, operations, and communications for various prestige brands with a portfolio worth roughly $550 million.

John A. Boehner, Director (age 70)74): John A. Boehner is a former Speaker of the U.S. House of Representatives. Mr. Boehner served in the U.S. House of Representatives from 1991 to October 2015 and served as Speaker of the U.S. House of Representatives from January 2011 to October 2015. Prior to entering public service, Speaker Boehner spent years running a small business representing manufacturers in the packaging and plastics industry. He championed a number of major reform projects as a Member of Congress. During his nearly five years as Speaker, Mr. Boehner developed a reputation for bringing Republicans and Democrats together in support of major policy initiatives. Mr. Boehner’s business experience and extensive service and leadership in the U.S. House of Representatives, and his insight into public policy, governmental relations and regulatory matters qualify him to serve on our Board.

Kevin P. Murphy,William C. Van Faasen, Director and Chief Executive Officer(age 58)75): Kevin P. Murphy is currently Chair andWilliam C. Van Faasen served as Interim Chief Executive Officer of the Corporation and has served in such capacities since November 2018. Prior to serving in this role, Mr. Murphy served as Founder and Chief Executive Officer of High Street (which was founded in 2014). Prior to his role at High Street, Mr. Murphy was most recently a Founding Member and Managing Partner of Tandem Global Partners, a boutique investment firm focused on the emerging markets. Previously Mr. Murphy was Managing Partner at Stanfield Capital Partners, where he served as a member of the Operating and Management team that oversaw all aspects of Stanfield’s business, including risk management, sales and distribution, client services, legal, compliance and operations. Mr. Murphy also previously worked at Gleacher NatWest (Partner and Dir. of Marketing), Schroders (Sr. VP of Sales), Lazard Freres (VP) and Cantor Fitzgerald (VP). Mr. Murphy graduated with a B.A. from Holy Cross College. Mr. Murphy’s insight into our company from his current role as the Chief Executive Officer and his extensive knowledge of the cannabis industry and his experiences serving in leadership positions prior to joining the Corporation qualify him to serve on our Board.

The Right Honorable Brian Mulroney, Director (age 81): Brian Mulroney is a senior partner and international business consultant for Norton Rose Fulbright, an international law firm. Prior to joining Norton Rose Fulbright, Mr. Mulroney was the eighteenth Prime Minister of Canada from 1984 to 1993 and leader of the Progressive Conservative Party of Canada from 1983 to 1993. He served as the Executive Vice President of the Iron Ore Company of Canada and President beginning in 1977.June - December 2020. Prior to that role, Mr. Mulroney served on the Cliché Commission of Inquiry in 1974. Mr. Mulroney is the Chairman of Quebecor Inc. and serves as a director of the Blackstone Group L.P. and Wyndham Worldwide Corporation. Mr. Mulroney also serves as chairman of the International Advisory Board of Barrick Gold Corporation and is a member of the advisory group of Lion Capital LLP. Mr. Mulroney’s extensive public service as a Prime Minister of Canada, and his insight into public policy, governmental relations and regulatory matters, as well as his business experience at Iron Ore Company of Canada and his service as a director of Blackstone and Wyndham, qualify him to serve on our Board.

Douglas L. Maine,Director (age 71). Douglas L. Maine joined International Business Machines Corporation (“IBM”), a computer hardware company, in 1998 as Chief Financial Officer following a 20-year career with MCI (now part of Verizon) where he was Chief Financial Officer from 1992-1998. He was named General Manager of ibm.com in 2000 and General Manager, Consumer Products Industry in 2003 and retired from IBM in 2005. Mr. Maine currently serves as a director of Albemarle Corporation and previously served as a director of the following public companies: Orbital-ATK, Inc. from 2006-2017, BroadSoft, Inc. from 2006-2017 and Rockwood Holdings, Inc. from 2005-2015. Mr. Maine’s executive business and financial management experience at MCI and IBM, as well as his experience as a director of multiple other public companies, qualify him to serve on our Board.

William C. Van Faasen Director (age 71): William C. Van Faasen served aswas Chairman of Blue Cross Blue Shield of Massachusetts, a state licensed private health insurance company under the Blue Cross Blue Shield Association, from 2002 to 2007, interim President and Chief Executive Officer from March 2010 to September 2010 and Chair of the Board of Directors from September 2010 to March 2014 when he was named, and currently serves as, Chair Emeritus. Mr. Van Faasen joined Blue Cross in 1990 as Executive Vice President and Chief Operating Officer and served as President from 1992 to 2004 and Chief Executive Officer from 1992 to 2005. Mr. Van Faasen has served in operational, marketing, and health care capacities for over 20 years and has been engaged in numerous civic and community activities, including Chair of the Initiative for a New Economy, Chair of Greater Boston Chamber of Commerce and Chair of United Way Massachusetts Bay. Mr. Van Faasen currently serves as a board member of Eversource Energy and the lead director of Liberty Mutual Group. Previously, Mr. Van Faasen served on the boards of Boston Private Industry Council, the Boston Minuteman Council, Boy Scouts of America, the BCBSMA Foundation, BankBoston, Citizens Bank of Massachusetts, IMS Health, PolyMedica Corporation and Tier Technologies. Mr. Van Faasen’s service as chief executive and chief operating experience, and his service Chairman, at Blue Cross Blue Shield of Massachusetts, a private health insurance company in a highly regulated industry, qualify him to serve on our Board.

Corey J. Sheahan, Director, General Counsel and Corporate Secretary (age 38): Corey rejoined Acreage Holdings, Inc. in April 2022 as Executive Vice President, General Counsel and Secretary. Prior to rejoining the Corporation, Mr. Sheahan was Executive Vice President – Legal of Ascend Wellness Holdings, Inc., a multi-state operator in the cannabis industry, from September 2020 to March 2022. Before that, he was Corporate Counsel at Acreage from July 2018 to June 2019 and later Deputy General Counsel from June 2019 to September 2020. Before joining Acreage in July 2018, he was an associate in Foley & Lardner’s corporate practice group, where he focused on advising public companies on securities laws, corporate governance and public and private financing transactions, and public and private companies on mergers and acquisitions and other commercial transactions. Mr. Sheahan graduated from the University of Wisconsin-Madison in 2008 with a Bachelor of Arts in Economics and History. He also holds Juris Doctor degree from Duke University School of Law. Mr. Sheahan’s service as general counsel experience, and his service at two publicly listed cannabis companies, qualify him to serve on our Board.

Majority Voting for Election of Directors

The Board has adopted a “majority voting” policy (the “Majority Voting Policy”). Pursuant to the Majority Voting Policy, at meetings of Shareholders at which directors are to be elected, Shareholders will vote in favor of, or withhold from voting for, each nominee separately. If, with respect to any particular nominee, the number of votes withheld exceeds the votes cast in favor of the nominee, then pursuant to the Majority Voting Policy the nominee shall be considered not to have received the support of the Shareholders, even though duly elected as a matter of corporate law. An individual who is considered under the Majority Voting Policy not to have the support or confidence of the Shareholders is expected forthwith to submit his or her resignation from the Board. Upon receiving such resignation, the Compensation and Corporate Governance Committee will consider it and make a recommendation to the Board on whether or not to accept the resignation.

In reviewing the Compensation and Corporate Governance Committee’s recommendation, the Board shall consider the factors considered by the Compensation and Corporate Governance Committee and such additional factors as the Board considers relevant. The Board is expected to accept the recommendation of the Compensation and Corporate Governance Committee and to otherwise accept the resignation offer except in situations where exceptional circumstances would warrant the director continuing to serve on the Board. A director who has tendered a resignation pursuant to this policy will not participate in any deliberations of the Compensation and Corporate Governance Committee or the Board with respect to his or her resignation. The resignation will be effective when accepted by the Board. Within 90 days of receiving a director’s resignation, the Board will make a decision and issue a press release either announcing the resignation of the director or explaining why it has not been accepted. In determining whether or not to accept the resignation, the Board will take into account the factors considered by the Compensation and Corporate Governance Committee and any other factors the Board determines are relevant.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Corporation, no director or executive officer of the Corporation, or Shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation:

Except as described below, toTo the knowledge of the Corporation, no director or executive officer of the Corporation, or Shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation, has been subject to:

On January 11, 2016, Mr. Murphy entered into an agreement to settle a matter in connection with a routine Financial Industry Regulatory Authority (“FINRA”) examination of a broker-dealer firm formerly owned, in part, by Mr. Murphy. FINRA alleged that Mr. Murphy failed to inform the firm’s compliance officer or receive pre-approval for the sale of his securities. Mr. Murphy agreed, without admitting or denying the findings and without adjudication of any issue of law or fact, to a 12 month suspension from acting as a broker and a contingent fine payable upon Mr. Murphy’s re-registration, notwithstanding that Mr. Murphy resigned his position with the broker dealer in January 2014. Mr. Murphy does not intend to re-register as broker now or in the future.

4.3.            Appointment of Auditors

Effective October 3, 2019, MNP LLP (“MNP”) resigned at the request of the Corporation. The Audit Committee made a recommendation to the Board for the change of auditor due to the Corporation’s desire to engage a different audit firm. Effective October 3, 2019, the Corporation retained Marcum LLP (“Marcum”), as its new audit firm to audit the Corporation’s consolidated financial statements as of and for the fiscal year ended December 31, 2019 and to reaudit the consolidated financial statements as of and for the fiscal year ended December 31, 2018, which had previously been audited by MNP from November 14, 2018 through October 3, 2019.

Attached to this Circular as Appendix “A” is a copy of the reporting package, as defined in National Instrument 51-102 (“NI 51-102”), that was filed with the requisite securities regulatory authorities. The reporting package consists of (i) the Notice of Change of Auditor; (ii) Letter from MNP as former auditor; and (iii) Letter from Marcum as successor auditor.

The report of MNP on the Corporation’s consolidated financial statements as of and for the fiscal year ended December 31, 2018 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. MNP was the auditor of the Corporation from November 14, 2018 through October 3, 2019 and RSM Canada LLP (“RSM”) was the auditor from January 1, 2018 through November 14, 2018. During the two most recent fiscal years preceding the resignation of MNP and RSM, the Corporation had no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto; and as defined in section 4.11 of NI 51-102) with MNP or RSM, as applicable, on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MNP or RSM, as applicable, would have caused MNP or RSM, as applicable, to make reference in connection with their report to the subject matter of the disagreement during their audit of the Corporation’s consolidated financial statements for the fiscal year ended December 31, 2018. During the two most recent fiscal years preceding the resignation of MNP and RSM and the interim period through October 3, 2019, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto; and as defined in section 4.11 of NI 51-102).

During the two fiscal years ended December 31, 2018 and through the period ended October 3, 2019, the Corporation did not consult with Marcum with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on its financial statements, and neither a written report nor oral advice was provided to the Corporation that Marcum concluded was an important factor considered by the Corporation in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a disagreement or a reportable event (each as defined above).

At the Meeting, Shareholders will be requested to appoint Marcum LLP (“Marcum”) as auditor of the Corporation to hold office until the next annual general meeting of Shareholders or until a successor is appointed, and to authorize the Board to fix the auditor’s remuneration. In order for the resolution to be passed, approval by the majority of the votes attached to the Shares represented at the Meeting is required. Marcum was initially appointed as the auditor of the Corporation on October 3, 2019. A representative of Marcum is expected to be present at the Meeting virtually, will have an opportunity to make a statement if he or she so desires, and will be available to respond to appropriate questions.

The Board recommends you vote “FOR” Proposal 4.3.

Absent contrary instructions, proxies given pursuant to this solicitation by the management of the Corporation will be voted “FOR” the appointment of Marcum as the auditors of the Corporation to hold office until the next annual general meeting of Shareholders or until a successor is appointed and the authorization of the directors to fix the remuneration of the auditors.

The following table sets forth, by category, the fees for all services rendered by the Corporation’s current auditor, Marcum, for the period commencing October 3, 2019 and endingfiscal years ended December 31, 2019,2022 and December 31, 2023, all of which were approved by the Audit Committee.

Notes:(1)  Audit Fees” are the aggregate fees billed by Marcum in auditing the Company’s annual financial statements for the years ended 2023 and 2022.

The following table sets forth,Policy on Pre-Approval by category,our Audit Committee of Services Performed by Independent Auditors

Pursuant to the Audit Committee Charter, the Audit Committee has the responsibility to review and approve the fees charged by the external auditors for audit services, and to review and approve all services renderedother than audit services to be provided by the Corporation’s former auditor, MNP,external auditors, and associated fees. All engagements and fees for the period commencing November 14, 2018 and endingfiscal year ended December 31, 2018 and for the period commencing January 1, 2019 and ending October 3, 2019, all of which2023 were approved by the Audit Committee. MNP was appointed as auditor on November 14, 2018 upon completion of the RTO.

Notes:

The following table sets forth, by category, the fees for all services rendered by the Corporation’s auditor prior to completion of the RTO, RSM Canada LLP, for the financial year ended August 31, 2018 and for the period commencing September 1, 2018 and ending November 14, 2018. RSM Canada LLP ceased to act as auditor on November 14, 2018, all of which were approvedpre-approved by the Audit Committee.

Notes:

STATEMENT OF EXECUTIVE COMPENSATION

The purpose of this Statement of Executive Compensation is to describe and explain all significant elements of compensation awarded to, earned by, paid to, or payable to the Corporation’s “Named Executive Officers” for the Corporation’s fiscal year ended December 31, 2019.2023.

The Corporation’s “Named Executive Officers” consist of any individual who served as the Chief Executive Officer for any part of the year and the two most highly compensated executive officers of the Corporation other than the Chief Executive Officer (each a “Named Executive Officer” and collectively, the “Named Executive Officers”). For the fiscal year ended December 31, 2019,2023, the Corporation’s Named Executive Officers were: (i) Kevin Murphy,Dennis Curran, who became our Chief Executive Officer; (ii) Robert Daino,Officer effective July 1, 2023 (and was previously our Chief Operating Officer;Officer), (ii) Filippo (Peter) Caldini, our former Chief Executive Officer who served in that role through June 30, 2023, (iii) Carl Nesbitt, our Chief Financial Officer, and (iii) Tyson Macdonald,(iv) Corey Sheahan, our former Executive Vice President, Corporate Development.General Counsel and Secretary.

Compensation Components

The executive compensation program during the fiscal year ended December 31, 20192022, consisted of twothree principal components: (i) base salaries, (ii) cash incentive compensation, and (ii)(iii) equity-based compensation. We also provided our executives standard retirement benefits and certain other benefits described below.

Base Salaries

Base salaries are intended to provide an appropriate level of fixed compensation that will assist in employee retention and recruitment. Base salaries will be determined on an individual basis, taking into consideration the past, current and potential contribution to the Corporation’s success, the position and responsibilities of the Named Executive Officers and competitive industry pay practices for other high growth, premium brand companies of similarly sized companies in the industry. The amount of base salary that we paid to each of our Named Executive Officers for 20192023 is shown below in the Summary Compensation Table.

Cash Incentive Compensation

The 2023 Short-Term Incentive Plan (“STI”) provided the participating executives, including the Named Executive Officers the opportunity to earn a cash bonus based on the Corporation’s performance and approved by the Compensation and Corporate Governance Committee of the Board (the “Compensation Committee”). The target bonus under the STI is equal to 100% of Mr. Curran’s and Mr. Caldini’s base salary, and 75% of Mr. Nesbitt’s and Mr. Sheahan’s base salary. STI cash bonuses were earned for 2023 for Mr. Curran and Mr. Sheahan. Mr. Caldini and Mr. Nesbitt did not earn any STI cash bonus for 2023 due to their resignations.

Equity-Based Compensation

TheFor 2023, the long-term component of compensation for executive officers, including the Named Executive Officers, is based on stock options or other security-based compensation.Restricted Stock Units (“RSUs”). This component of compensation is intended to reinforce management’s commitment to long term improvements in the Corporation’s performance.

The Board believesand the Compensation Committee believe that incentive compensation in the form of stock option grants and other security-based compensation awardsRSUs which vest over time and, in some cases, based on the achievement of performance goals, is beneficial and necessary to attract and retain both senior executives and managerial talent at other levels. Furthermore, the Board believes stock option grants and other security-based compensationthese awards are an effective long-term incentive vehicle because they are directly tied to share price over a longer period, up to 10 years,, and motivate executives to deliver sustained long term performance and increase shareholder value, and have a time horizon that aligns with long-term corporate goals.

During 2019,2023, we granted the following types ofequity awards to our Named Executive Officers:Officers for their service as employees, all of which were as a result of the Committee’s assessment of the Corporation’s performance during 2023 and to incentivize our officers for their continuing performance in support of the Corporation’s short- and long-term business objectives. Mr. Caldini did not receive any equity awards during 2023 due to his departure prior to the grant date of the annual awards.

We granted each of the awards described above under our Omnibus Plan, which we adopted on November 14, 2018 in connection with the RTO. The value of the RSUs that we granted during 20192023 appear in the “Stock Awards” column of the Summary Compensation Table below.

Special Canopy Growth RSUs

Pursuant to the Arrangement Agreement, as a condition to the implementation of the Arrangement, Kevin Murphy must enter into an agreement (a “Lockup and Incentive Agreement”) with the Corporation and Canopy Growth. In addition, pursuant to the Arrangement Agreement, the Corporation and the other Named Executive Officers as well as Glen Leibowitz, Chief Financial Officer, and James Doherty, General Counsel and Secretary (together with Kevin Murphy, the “Key Individuals”), entered into Lockup and Incentive Agreements with Canopy Growth. Such Lockup and Incentive Agreements were and continue to be necessary to ensure the retention and incentivization of the Key Individuals for a potentially extended period of time, of up to seven and a half years, and to keep them singularly focused on growing the U.S. business for the benefit of the combined entity throughout this time. The Lockup and Incentive Agreements are also designed to reward the Key Individuals for creating shareholder value during the period between the implementation of the Arrangement and the closing of the transaction with Canopy Growth and to discourage them from considering other, potentially lucrative opportunities, outside of Acreage. These agreements align their interests with all shareholders. Pursuant to the Lockup and Incentive Agreements: (i) 981,836 Acreage RSUs will be awarded to each Key Individual under the Omnibus Incentive Plan, each of which will entitle the Key Individual to receive one Subordinate Voting Share upon vesting, subject to receipt of any approval from Shareholders required under applicable Securities Laws, and will be exchanged for an RSU of Canopy Growth on the basis of the Exchange Ratio following completion of the acquisition; (ii) each Key Individual will agree not to sell or otherwise transfer in any manner two-thirds of the Acreage securities (including Acreage RSUs, and securities which may be converted or exchanged for Acreage securities) which he currently owns or has control or direction over, and over which he may acquire ownership or control or direction; and (iii) each Key Individual will agree to not compete with Acreage or any successor for one year after his employment ends, provided that he will be entitled to a one-year severance payment if his employment is terminated without cause following the acquisition. The locked-up securities will be released from the Lockup and Incentive Agreements according to a schedule set forth therein.

The value of the Special Canopy Growth RSUs as of the grant date, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, was $15,346,097 to each Named Executive Officer, which is equal to the number of Special Canopy Growth RSUs times the closing price of Acreage’s Subordinate Voting Shares of $16.45 on the grant date.

Other Compensation and Retirement Plans

In addition to the benefits described above, we also provide our Named Executive Officers with a limited number of other benefits which disclosed and described in the Summary Compensation Table and related footnotes below. Our Named Executive Officers were also eligible to defer compensation into our tax-qualified 401(k) plan on the same basis as our other salaried employees. At this time, the Corporation does not make any matching or other company contributions to the 401(k) plan. We do not provide any other retirement plans or benefits to our Named Executive Officers other than the 401(k) plan.

Employment and Severance AgreementsOffer Letters

We have notWhen we hired Mr. Curran, we entered into anyan offer letter with him (the “Curran Offer Letter”). The Curran Offer letter provided that Mr. Curran will be eligible to receive the following benefits while employed by the Corporation: (i) a base salary of $350,000 per year; (ii) an annual bonus, with a target equal to 75% of base salary, and a maximum equal to 150% of base salary, that may be earned based on achievement of financial performance goals set by the Compensation Committee; (iii) participation in the Omnibus Plan and (iv) participation in the Corporation’s other benefit plans generally available to the Corporation’s employees. Under the terms of the Curran Offer Letter, if we terminated Mr. Curran’s employment severance, changewithout “cause” (as defined in control, or similar agreementsthe Curran Offer Letter), then he would be entitled to receive 12 months of base salary and benefit allowance continuation. When Mr. Curran was promoted to Chief Executive Officer effective July 1, 2023, we entered into a new offer letter with anyhim (the “Amended Curran Offer Letter”) which provides that (i) his base salary will increase to $420,000 beginning January 1, 2024, (ii) his target annual bonus would be increased to a target of 100% of base salary, plus he is eligible for an additional annual bonus opportunity, up to 200% of base salary, based on “outperformance” of certain financial performance goals set by the Compensation Committee. Under the terms of the Amended Curran Offer Letter, he remains eligible to receive equity awards under the Omnibus Plan, is entitled to participation in the Company’s other benefit plans generally available to the Corporation’s employees, and would be entitled to 12 months of base salary continuation and subsidized medical coverage in the event his employment is terminated without “cause” (as defined in the Amended Curran Offer Letter).

We entered into an offer letter with Mr. Caldini (the “Caldini Offer Letter”) at the time we hired him to be our NamedChief Executive Officers.Officer in 2020. The Caldini Offer Letter provided that Mr. Caldini was be eligible for the following benefits while employed by the Corporation: (i) a base salary of $400,000 per year; (ii) an annual bonus, with a target equal to 100% of base salary, that may be earned based on achievement of financial performance goals set by the Compensation Committee; (iii) an additional annual bonus opportunity, up to 200% of base salary, based on “outperformance” of certain financial performance goals set by the Compensation Committee; (iv) participation in the Omnibus Plan; and (v) participation in the Corporation’s other benefit plans generally available to the Corporation’s employees. In the event that we terminated Mr. Caldini’s employment without “cause” (as defined in the Caldini Offer Letter), then Mr. Caldini would have been entitled to receive 12 months of base salary continuation and subsidized medical coverage as severance.

We entered into an offer letter with Mr. Nesbitt (the “Nesbitt Offer Letter”) when he was promoted to Chief Financial Officer effective July 3, 2023. The Nesbitt Offer Letter provided that Mr. Nesbitt was eligible for the following benefits while employed by the Corporation: (i) a base salary of $315,000 per year, (ii) an annual bonus, with a target equal to 75% of base salary, and a maximum equal to 200% of base salary, that could be earned based on achievement of financial performance goals set by the Compensation Committee, and (iii) participation in the Omnibus Plan, with a target annual award equal to 300% of base salary, and (iv) participation in the Corporation’s other benefit plans generally available to the Corporation’s employees. In the event that we terminated Mr. Nesbitt’s employment without “cause” (as defined in the Nesbitt Offer Letter), then he would have been entitled to receive 6 months of base salary and subsidized medical coverage as severance.

We entered into an offer letter with Mr. Sheahan (the “Sheahan Offer Letter”) when he was hired as our General Counsel in 2022. The Sheahan Offer Letter provides that Mr. Sheahan is eligible for the following benefits while he is employed by the Corporation: (i) a base salary of $315,000 per year, (ii) an annual bonus, with a target equal to 75% of base salary, and a maximum equal to 200% of base salary, that could be earned based on achievement of financial performance goals set by the Compensation Committee, (iii) participation in the Omnibus Plan, with a target annual award equal to 300% of base salary, and (iv) participation in the Corporation’s other benefit plans generally available to the Corporation’s employees. In the event that we terminate Mr. Sheahan’s employment without “cause” (as defined in the Sheahan Offer Letter), then he would be entitled to receive 6 months of base salary and subsidized medical coverage as severance.

Restrictions on Hedging

The Corporation’s Insider Trading and Reporting Policy prohibits the Corporation’s officers (including the Named Executive Officers), directors and employees from buying or selling financial instruments that are designed to hedge or offset a decrease in market value of equity securities of the Corporation granted as compensation or held, directly or indirectly, by such individuals.

Summary Compensation Table

The following table sets out the compensation for the Corporation’s Named Executive Officers for the years ended December 31, 20192023 and December 31, 2018:2022:

Notes:

Outstanding Equity Awards as of December 31, 20192023

The following table sets out information concerning all outstanding share-based awards and option-based awards granted by the Corporation to the Corporation’s Named Executive Officers as at December 31, 2019.2023. Mr. Nesbitt resigned effective December 31, 2023 and forfeited all outstanding awards as of such date, so he is excluded from the table below.

Notes:

Termination and Change of Control Benefits

None ofAs noted above, Mr. Caldini and Mr. Nesbitt both resigned from the Company during 2023. Neither Mr. Caldini nor Mr. Nesbitt received any severance benefits in connection with their resignation.

The other Named Executive Officers are not entitled to any payments following or in connection with any termination, resignation, retirement, change in control or change in the responsibilities of the Named Executive Officers, except for the following:

Director Compensation

During 2022, we paid each of our directors an equity retainer of 267,813 fully vested Fixed Shares. In addition, Kevin Murphy and Steven Strom received an additional 26,782 fully vested Fixed Shares for their services rendered as Committee Chairs. Upon his appointment to the 12 months ended December 31, 2019, the Corporation did not pay compensation to itsBoard, Mr. Strom received 27,778 fully vested Fixed Shares and 94,538 fully vested Floating Shares. We also reimbursed our directors in the form of annual fees for attending meetings of the Board. Directors do not receive additional compensation for acting as chairs of committees of the Board. During 2019, each non-employee director was reimbursed for any out-of-pocket travel expenses incurred in order to attend meetings of the Board, committees of the Board or meetings of the Corporation’s Shareholders. The non-employeeshareholders. We did not provide our directors did receive make-whole awards in connection with the transaction with Canopy Growth, as described in the table below.a cash retainer or any payments for attending Board meetings.

Director Compensation Table

The following table sets forth information concerning the compensation earned by the non-executive directors during the 12 months ended December 31, 2019.2023.

Notes:

INTERCORPORATE MANAGEMENT AGREEMENTS

No management functions of the Corporation are performed by a person or company other than the directors and executive officers of the Corporation.

Pursuant to the third amended and restated limited liability company agreement of HSCP dated November 14, 2018, as further amended, (the “A&R LLC Agreement”), USCo (in which the Corporation owns a 100% equity interest) is the sole manager (the “Manager”) of HSCP, the Corporation’s principal operating subsidiary. Under the A&R LLC Agreement, the Manager is to appoint HSCP’s officers, to fix their salaries and compensation, and to delegate such authority and titles to them as it may consider advisable. The officers of HSCP oversee the day to day business and operations of HSCP, subject to the limitations imposed by the Manager. The Manager may resign at any time and vacancies in the position of Manager are to be fullyfilled by USCo. The members of HSCP have no authority to remove or replace the Manager. The Manager may cause HSCP to contract and deal with the Manager, provided such contracts and dealings are on terms comparable to and competitive with those available to the Corporation from others dealing with the Corporation at arm’s length, or are approved by the members of HSCP. USCo and USCo2 are to be reimbursed for all reasonable out of product expenses incurred on behalf of HSCP. The Manager does not receive any further compensation under the A&R LLC Agreement. The Manager is not to be liable to HSCP or any other of its members for any act or omission performed by it in its capacity as Manager, provided the act or omission is not attributable to the Manager’s fraud, intentional misconduct or knowing violation of any law, or breaches of representations and warranties combined in the A&R LLC Agreement or any other agreement between the Manager and HSCP.

CORPORATE GOVERNANCE AND AUDIT COMMITTEE DISCLOSURE

The Board is committed to the highest standards of integrity, fiduciary duty and corporate governance. National Instrument 58-101 -Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201 -Corporate Governance Guidelines (“NP 58-201”, and together with NI 58-101, the “CSA Guidelines”) set out a series of guidelines for effective corporate governance. Under the CSA Guidelines, the Corporation must disclose on an annual basis the corporate governance practices it has adopted. Further, the Corporation acknowledges the concerns of the Canadian Securities Administrators (“CSA”) noted in CSA Staff Notice 51-359Corporate Governance Related Disclosure Expectations for Reporting Issuers in the Cannabis Industry(the “Staff Notice”). In particular, the Staff Notice states that detailed information of any cross-ownership of financial interests in the cannabis industry should be disclosed in applicable disclosure documents, along with maintaining the independence of board members. In this section, the Corporation summarizes such practices, in addition to certain other governance matters. Our Board Mandate and charters for our Board’s Audit and Compensation and Corporate Governance Committee are available on our website,www.investors.acreageholdings.com/governance-documents, and are otherwise available in print to any Shareholder who requests them from our Corporate Secretary. Other than the text of the charters, we are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this proxy statement.

Board of Directors

Composition and Independence

The Board is currently comprised of fivefour members. All but twoTwo of the fivefour directors are considered to be not independent under the CSA Guidelines and in accordance with National Instrument 52-110 -Audit Committees (“NI 52-110”). Under NI 52-110, an independent director is one who is free from any direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere with such director’s exercise of independent judgment. The current directors of the Corporation who are independent are Brian Mulroney, Douglas MaineJohn Boehner and William C. Van Faasen. Mr. Murphy isPrior to their respective resignations, each of Katie J. Bayne, Patricia Lopez, Douglas Maine, Steven Strom and Brian Mulroney were deemed independent directors. Dennis Curran and Corey Sheahan are not independent, given that he isthey currently serve and receive compensation as the Chief Executive Officer and General Counsel, respectively, of the Corporation,Corporation. Messrs. Caldini and Mr. Boehner isMurphy also were not deemed independent because he received more than C$75,000 in direct compensation from HSCP for advisory services and related matters within a twelve month period during the past three years. As three out of the five directors of the Corporation are independent, a majority of directors are independent.their time served as directors. Currently, our Board believes it is in the best interests of the Corporation for the roles of Chair and Chief Executive Officer to be combined and to appoint a lead independent director. Our Board believes that this leadership structure currently assists our Board in creating a unified vision for our Corporation, streamlines accountability for our performance and facilitates our Board’s efficient and effective functioning. Douglas MaineWilliam C. Van Faasen is the current lead independent director of the Corporation. The lead independent director is expected to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board may direct. See“Position Description”.

The independent directors meet for in camera sessions without non-independent directors and members of management at the end of each regular Board meeting (unless they waive such requirement).

Other Directorships

Currently, the following directors serve on the boards of other public companies, as listed below:

Meeting Attendance

The boardBoard met tenfour times during 2019,2023, and each of our directors with the exception of former director William F. Weld, attended 75% or more of the aggregate number of meetings of the boardBoard and the committees on which he or she served, in each case while the director was serving on our board of directorsBoard or such committees, as applicable. The Board met in executive sessions during all regularly scheduled in-person meetings, without management present, and plans to continue that process going forward. The lead independent director presided over these executive sessions. Mr. Murphy and Mr. Van Faasen attended our 2019 Annual Meeting.

Position Description

The Board has developed a written position description for the lead independent director. The lead independent director is expected to provide leadership to independent directors by:

Communications with the Board

Shareholders may communicate with our Board or individual directors by submitting communications in writing to us to: Office of the Corporate Secretary, 366 Madison Ave, 11thAvenue, 14th Floor, New York, NY 10017.New York, 10017.

Board Mandate

The mandate of the Board (the “Board Mandate”) is focused on governance and stewardship of the business carried on by the Corporation and its subsidiaries as a whole and to act with a view to the best interests of the Corporation and its Shareholders. The Board has adopted a written mandate which provides that the core responsibilities of the Board include stewardship and oversight in the following areas:

(a)Overseeing Shareholder Communication

The Board shall ensure there is effective communication between the Corporation and its Shareholders, other stakeholders and the public. The Board meets annually to review the Corporation’s communication and disclosure policies.

(b)Establishing Strategic Goals, Performance Objectives and Operational Policies

The Board reviews and approves strategic corporate objectives and is responsible for establishing corporate values against which the performance of the Corporation and its subsidiaries are measured. At least annually, the Board will meet to approve long-term strategies, review and approve strategic and operational plans and budgets developed by management, set targets against which to measure corporate and executive performance and satisfy itself that a portion of executive compensation is linked appropriately to performance of the Corporation.

(c)Delegating Management Authority

The Board shall satisfy itself that processes are in place with respect to the appointment, development, evaluation and succession of senior management of the Corporation and its subsidiaries and that the Chief Executive Officer and the other executive officers of the Corporation and that such individuals create a culture of integrity throughout the Corporation and its subsidiaries. Among other things, the Board shall delegate management authority to the Chief Executive Officer and such other executive officers determined are appropriate, the authority to manage the business of the Corporation and its subsidiaries and to make decisions regarding the ordinary course of business and operations in accordance with the Corporation’s Delegation of Authority Policy and ensure that the Delegation of Authority Policy is reviewed annually.

(d)Monitoring Risk, Compliance and Corporate Performance

The Board shall assess and monitor the principal risks of all aspects of the businesses in which the Corporation and its subsidiaries as a whole are engaged. The Board is responsible for monitoring the performance of the Corporation and its subsidiaries against both short-term and long-term strategic plans and annual performance targets, and monitoring compliance with Board policies and the effectiveness of risk management practices. In addition, the Board shall verify effective internal controls and see that management information systems are implemented and maintained, which ensure the directors discharge the Board’s oversight responsibilities, including the Corporation’s compliance with legal and regulatory requirements related to financial and other continuous disclosure reporting.

(e)Developing Board Processes

The Board develops procedures relating to the conduct of its business and the fulfillment of the Board’s responsibilities. It is also responsible, through the Compensation and Corporate Governance Committee, for developing the Board’s approach to corporate governance.

Board Committees

At present, the Board has three standing committees, the Audit Committee, the Compensation and Corporate Governance Committee and the M&A Committee.

Audit Committee

The Audit Committee met ninefour times during 2019.2023. The Audit Committee is currently comprised of three members: William C. Van Faasen (Chair), Douglas MaineDennis Curran and Brian Mulroney. EachJohn A. Boehner. William C. Van Faasen and John A. Boehner are independent within the meaning of the members of the Audit Committee meets the independence requirements pursuant to NI 52-110 and each isboth are financially literate within the meaning of NI 52-110. Information concerning the relevant education and experience of the Audit Committee members can be found in “Business to be Transacted at the Meeting - Election of Directors” in this Proxy Statement. The Board has determined that each of Messrs.William C. Van Faasen Maine and Mulroney qualifyqualifies under the SEC’s rules as an “audit committee financial expert.”

The principal duties and responsibilities of the Audit Committee are to assist the Board in discharging the oversight of:

Also, as part of its program of risk oversight, the Audit Committee is responsible for overseeing cybersecurity risk, information risk and technology risk, as well as management’s actions to identify, assess, mitigate, remediate material issues. In fulfilling its responsibilities, the Audit Committee meets regularly with the Corporation’s auditor and key management members.

The Corporation’s Audit Committee is governed by an audit committee charter is available on our website at investors.acreageholdings.com. The Audit Committee has access to all of the Corporation’s books, records, facilities and personnel and may request any information about the Corporation as it may deem appropriate. It also has the authority to retain and compensate special legal, accounting, financial and other consultants or advisors to advise the Audit Committee, and is responsible for the pre-approval of all non-audit services to be provided by our auditors. Since the commencement of the Corporation’s most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Audit Committee Report

In connection with its function to oversee and monitor the financial reporting process of the Corporation, the Audit Committee has done the following:

Based on the foregoing, the Audit Committee recommended to the Board that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.Report.

Audit Committee of the Board of Directors

William C. Van Faasen (Chair)

Douglas MaineDennis Curran

Brian MulroneyJohn A. Boehner

Compensation and Corporate Governance Committee

The Compensation and Corporate Governance Committee met three times during 2019. The Compensation and Corporate Governance Committee was comprised of three members during 2019: Larissa L. Herda (Chair), John Boehner and Kevin P. Murphy. Larissa L. Herda was independent for purposes of NI 58-101.2023. The Compensation and Corporate Governance Committee is currently comprised of two members: John Boehner (Chair) and Kevin P. Murphy.William C. Van Faasen, both of whom are independent within the meaning of NI 52-110.

The principal duties and responsibilities of the Compensation and Corporate Governance Committee are to assist the Board in discharging its oversight of:

M&A Committee

The principal duties and responsibilities of the M&A Committee are to assist the Board in:

The M&A Committee also requests that management prepare and present post-acquisition performance reviews on specified acquisitions as the M&A Committee sees fit.

Orientation and Continuing Education

No formal program currently exists for the orientation of new directors. It is expected that existing directors will provide orientation and education to any new members on an informal andad hoc basis. No formal continuing education program currently exists for the directors of the Corporation; however, the Corporation encourages directors to attend, enroll or participate in courses and/or seminars dealing with financial literacy, corporate governance and related matters. Each director of the Corporation has the responsibility for ensuring that he or she maintains the skill and knowledge necessary to meet his or her obligations as a director.

Ethical Business Conduct

The directors of the Corporation have adopted a formal written code of ethics and business conduct (the “Code”) in addition to compliance with applicable governmental laws, rules and regulations. The Code is designed to deter wrongdoing and to promote:

The Code sets the minimum standards expected to be met or exceeded in all business and dealings of the Corporation and provides guidelines to help address new situations. The directors of the Corporation expect the Corporation’s employees, officers, directors and representatives to act with honesty and integrity and to avoid any relationship or activity that might create, or appear to create, a conflict between their personal interest and the interests of the Corporation.

Nomination of Directors

The Board is be responsible for nominating members for election to the Board by the Corporation’s Shareholders at the annual general meeting of Shareholders. The Board is also responsible for filling vacancies on the Board that may occur between annual general meetings of Shareholders. The Compensation and Corporate Governance Committee shall be responsible for identifying, reviewing, evaluating and recommending to the Board candidates to serve as directors of the Corporation, in accordance with its charter and consistent with the criteria set forth in the Board Mandate. The criteria will reflect, among other things:

·

competencies, skills and personal qualities that the Board considers to be necessary for the Board, as a whole, to possess;

·

competencies, skills and personal qualities that the Board considers each existing director to possess;

·

competencies, skills and personal qualities that each new director would bring to the Board; and

·

responsibilities that would materially interfere with or be incompatible with Board membership.

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In identifying, reviewing, evaluating and recommending to the Board candidates to serve as directors of the Corporation, the Compensation and Corporate Governance Committee will seek to identify candidates providing for diverse backgrounds with outstanding business experience, and candidates that have a proven ability and significant accomplishments through other enterprises to enable the Board to represent a broad set of capabilities and viewpoints.

 

Compensation

 

The Compensation and Corporate Governance Committee is charged with reviewing on an annual basis the compensation and benefits paid to the directors and the Chief Executive Officer, considering market conditions and practice and considering risks and responsibilities.

 

Related Party Transactions

 

The Compensation and Corporate Governance Committee is also expected to review and approve all related-party transactions and prepare reports for the Board on such-related party transactions.

 

Director Terms Limits and Other Mechanisms of Board Renewal

 

The Corporation does not have a retirement policy and does not discriminate based on age. Similarly, the Board has not adopted a term limit for directors or established a formal process for the renewal of Board membership. The Board is of the view that the imposition of arbitrary director term limits may diminish the benefits derived from continuity amongst members and their familiarity with the Corporation and the industry in which it operates and could unnecessarily expose the Corporation to losing experienced and valuable talent.

 

ESG Committee or Function Reporting to the Board

The Corporation’s sustainability efforts are overseen by our Board. The Board as a whole, rather than any particular Board committee, actively oversees our objectives, goals, strategies, and activities relating to sustainability and corporate responsibility matters and assists the Board in ensuring that we operate as a sustainable organization and responsible corporate citizen to enhance stockholder value, provide value to the communities in which we operate and protect our reputation.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

 

No director, proposed director, executive officer, nor any of their respective associates or affiliates, is or has been indebted to the Corporation or its subsidiaries since the beginning of the Corporation’s most recently completed financial year.

 

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

 

The Corporation maintains directors’ and officers’ liability insurance to protect persons indemnified pursuant to the A&R LLC Agreement against certain expenses, liabilities or losses described in the A&R LLC Agreement whether or not the Corporation would otherwise have the power to indemnify such person against such expenses, liabilities or losses under the provisions of the A&R LLC Agreement. For the fiscal year ended December 31, 2019,2023, the insurance provided for a coverage limit of US$8,000,00010,000,000 for claims and expenses, without a retention for each person insured under the policy when the Corporation cannot indemnify such person and with a retention of: (i)of US$3,000,0005,000,000 for all other claims (including securities claims)claims against the Corporation) and expenses, (ii) US$5,000,000 for all other claims, including securities claims based upon, arising out of, or attributable to the following transaction: Canopy Growth’s acquisition of Acreage Holdings, Inc. and (iii) no coverage for all non-indemnifiable loss, subject to the terms and conditions of the policy.expenses. The total premiums for the insurance were US$1,250,0001,850,000 which were paid in full by the Corporation.Corporation.

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TRANSFER AGENT AND REGISTRAR

 

The Corporation’s transfer agent and registrar for the Subordinate Voting Shares Proportionate Voting Shares and Fixed Multiple votingShares is Odyssey Trust Company at its office at 323350 - 409 Granville Street, Vancouver, British Columbia, V6C 1T2, Canada.The Corporation’s DTC FAST agent for the Subordinate Voting Shares is Odyssey Trust Company at its office at 323350 - 409 Granville Street, Vancouver, British Columbia, V6C 1T2, Canada.

 

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

 

Except as disclosed below and elsewhere in this Proxy Statement, neither the Corporation nor any director or officer of the Corporation, nor any proposed nominee for election as a director of the Corporation, nor any other insider of the Corporation, nor any associate or affiliate of any one of them has or has had, at any time since the beginning of the Corporation’s most recently completed year, any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect the Corporation.

 

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

 

Management of the Corporation knows of no matters to come before the Meeting other than as set forth in this Proxy Statement.HOWEVER, IF OTHER MATTERS WHICH ARE NOT KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE ENCLOSED FORM OF PROXY WILL BE USED TO VOTE ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSONS VOTING THE PROXY.

 

SHAREHOLDER PROPOSALS FOR THE 20212025 ANNUAL MEETING

 

Under the Corporation’s articles (the “Articles”), for director nominations to be presented at the 20212025 Annual Meeting, the Corporate Secretary of the Corporation must receive notice in accordance with the Articles at the Corporation’s principal executive offices not later than the close of business on the 4030^thday before the 20212025 Annual Meeting. The notice must include all of the information required by the Articles. Shareholder proposals intended for inclusion in the Corporation’s proxy materials under Rule 14a-8 under the U.S. Exchange Act, for the 20212025 Annual Meeting must be received at the Corporation’s headquarters no later than Feb 10, 2021.December 23, 2024. Proposals and notices of proposals should be delivered to our principal executive office at: Office of the Corporate Secretary, 366 Madison Ave, 11thAvenue, 14th Floor, New York, NY 10017.New York, 10017.

In addition to satisfying the foregoing requirements under our Articles, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act (including a statement that such shareholder intends to solicit the holders of shares representing at least 67% of the voting power of the Corporation’s shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees) no later than March 23, 2025.

 

DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS

 

Pursuant to the rules of the SEC, services that deliver our communications to Shareholders that hold their stock through a bank, broker or other holder of record may deliver to multiple Shareholders sharing the same address a single copy of our Notice of Internet Availability of Proxy Materials and, as applicable, a printed version of our annual report to Shareholders and this Proxy Statement. Upon oral or written request, we will promptly deliver a separate copy of the Notice of Internet Availability of Proxy Materials, annual report to Shareholders and/or Proxy Statement to any shareholderShareholder at a shared address to which a single copy of the document was delivered.

 

Shareholders sharing an address may also request delivery in the future of a single copy of a Notice of Internet Availability of Proxy Materials, annual report to Shareholders and/or Proxy Statement if they are currently receiving multiple copies of such documents. Shareholders may notify us of their requests by writing to our Corporate Secretary at366 Madison Avenue, 11th14th Floor, New York, New York, 10017 or via telephone at (646) 600-9181.

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our Shares (collectively, “Reporting Persons”) to file initial reports of ownership and changes in ownership of our Shares with the SEC. Copies of these reports are also required to be delivered to us.

We believe, based solely on our review of the copies of such reports submitted on EDGAR and written representations from Reporting Persons, that during the fiscal year ended December 31, 2023, all Reporting Persons complied with all applicable filing requirements in a timely manner except for two Form 4s, one for each of Messrs. Caldini and Curran, filed late as a result of an administrative delay.

 

ADDITIONAL INFORMATION

 

Additional information relating to the Corporation is available under the Corporation’s profile on the SEC’s website atwww.sec.gov. Financial information is provided in the Corporation’s audited comparativeconsolidated financial statements and management’s discussion and analysis for the year ended December 31, 2019.2023. Copies of the Corporation’s financial statements and management’s discussion and analysis may be obtained under the Corporation’s profile on the SEC’s website atwww.sec.gov, under the Corporation’s profile at www.sedarplus.ca or upon written request to the Corporate Secretary at366 Madison Avenue, 11th14th Floor, New York, New York, 10017.

 

APPROVAL OF BOARD

 

The contents of this Proxy Statement and delivery of it to each director of the Corporation, to the auditors of the Corporation and to the Shareholders of the Corporation entitled to notice of the Meeting, have been approved by the directors of the Corporation.

 

DATED at New York, New York this 1029^th day of June, 2020.April, 2024.

 

BY ORDER OF THE BOARD OF DIRECTORS

 

(Signed)
Kevin P. MurphyDennis Curran
Chairman and Chief Executive Officer

Appendix A: Change of Auditor Reporting Package

ACREAGE HOLDINGS, INC.

366 Madison Avenue, 11^th Floor

New York, NY 10017

United States

NOTICE OF CHANGE OF AUDITOR

Pursuant to NI 51-102 (Part 4.11)

TO:	MNP LLP
AND TO:	Marcum LLP
AND TO:	British Columbia Securities Commission
	Alberta Securities Commission
	Financial and Consumer Affairs Authority of Saskatchewan
	The Manitoba Securities Commission
	Ontario Securities Commission
	Financial and Consumer Services Commission, New Brunswick
	Nova Scotia Securities Commission

It is proposed that Acreage Holdings, Inc. (the "Company") will change its auditor from MNP LLP (the "Former Auditor") to Marcum LLP (the "Successor Auditor") effective as of October 3, 2019.

The Former Auditor resigned at the request of the Company on October 3, 2019. The Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”) made a recommendation to the Board for the change of auditor due to the Company's desire to engage a different audit firm.

The Company further reports there were no reservations in the Former Auditor’s reports on the Company's financial statements for the period commencing at the beginning of the Company's most recently completed financial year and ending on the date of resignation of the Former Auditor.

There are no reportable events including disagreements, consultations, or unresolved issues as defined in NI 51-102 (Part 4.11) between the Company and the Former Auditor.

The change of the auditor and the recommendation to appoint the Successor Auditor was recommended by the Audit Committee and approved by the Board.

DATED this 4th day of October, 2019.

ACREAGE HOLDINGS, INC.
Per:
	/s/ Glen S. Leibowitz
	Glen S. Leibowitz
	Chief Financial Officer

MNP

October 10, 2019

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Financial and Consumer Services Commission, New Brunswick

Nova Scotia Securities Commission

‎Dear Sirs/Mesdames:

Re: Acreage Holdings, Inc. (the "Company")

As required by National Instrument 51-102 – Continuous Disclosure Obligations, we have reviewed the information contained in the notice of change of auditor (the "Notice") for the Company dated October 4, 2019 and, based upon our knowledge of the circumstances at this time, we do not disagree with the information contained in the Notice.

Yours truly,

/s/ MNP LLP
MNP LLP
Chartered Professional Accountants
Licensed Public Accountants
Waterloo, Ontario

 

29

Marcum

 

October 10, 2019

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Financial and Consumer Services Commission, New Brunswick

Nova Scotia Securities Commission

Re: Acreage Holdings, Inc. (the “Company‎”)

Dear Sirs/Mesdames:

We have read the notice of change of auditor (the “Notice”) of the Company, dated October 4, 2019 and are in agreement with the statements in such Notice that relate to us.

Very truly yours,

/s/ Marcumllp
/gcp

	ACREAGE HOLDINGS, INC.
Form of Proxy – Annual General Meeting to be held on July 23, 2020

June 6, 2024 Trader’s Bank Building 702, 67 Yonge St. Toronto, ON M5E 1J8 Appointment of Proxyholder I/We being the undersigned holder(s) ofAcreage Holdings, Inc. hereby appointKevin P. Murphy, Dennis Curran or failing this person,James A. Doherty, III, or failing both persons, Glen Leibowitz, Corey Sheahan, each as	OR	Every holder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the Annual General Meeting or any adjournment or postponement hereof. If you wish to appoint a person or company other than the persons whose names are printed herein, print 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 space below:

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)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 Meeting of Acreage Holdings, Inc. to be held virtually athttps://web.lumiagm.com/249457963 or at any adjournment thereof.

1.   Number of Directors. To set the number of directors to be electedheld on June 6, 2024 at the Meeting to five					For  Withhold  Abstain ¨¨¨
2.12 p.m. EDT virtually at https://web.lumiconnect.com/272623728 or at any adjournment thereof. 1. Election of Directors.	For Withhold Abstain		For Withhold Abstain		For Withhold Abstain
a. John Boehner	¨¨¨	b. Kevin P. Murphy	¨¨¨	c.    Douglas Maine	¨¨¨
d.    Brian Mulroney	¨¨¨	e.    WilliamWillian C. Van Faasen	¨¨¨

3. c. Dennis Curran d. Corey Sheahan 2. Appointment of Auditors. Appointment of Marcum LLP as the new auditors of Acreage Holdings, Inc. for the ensuing year and authorization of the Board of Directors to fix the remuneration of Marcum LLP. LLP The Board recommends you vote “FOR” Proposals 1 and 3, and “FOR” all of the nominees listed in Proposal 1 and “FOR” Proposal 2.

ForWithhold Abstain ¨¨¨

Authorized Signature(s) – This section must be completed for your instructions to be executed.		Signature(s):		Date
				MM / DD / YY
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
Management. Signature(s): Date / / MM / DD / YY Interim Financial Statements –Check the box to the right if you would like to receive interim financial statementsRECEIVE Interim Financial Statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.	¨	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.		¨ This form of proxy is solicited by and on behalf of Management.

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 10:00 AM, EDT, on July 21^st, 2020.

Notes to Proxy

Proxies must be received by 12 p.m., EDT, on June 4, 2024. Notes to Proxy 1.

Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual General Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2.

If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3.

This proxy should be signed in the exact manner as the name appears on the proxy.

4.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5.

The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6.

The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7.

This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

8.

This proxy should be read in conjunction with the accompanying documentation provided by Management.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

	INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME: To Vote Your Proxy Online please visit:	Shareholder Address and Control Number Here
	http: https://odysseytrust.com/Transfer-Agent/Loginand click on VOTE.login.odysseytrust.com/pxlogin You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet,do not mail this proxy.
	To Virtually Attend the Meeting:
You can attend the meeting virtually by visitinghttps://web.lumiagm.com and entering the meeting ID 249-457-963.272-623-728. For further information on the virtual AGM and how to attend it, please view the management information circular of the company for the fiscal year 2019.
2023. To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company atwww.odysseycontact.com
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail. Shareholder Address and Control Number Here