Ayr Wellness Inc. - Subordinate Voting Shares

Ayr is an expanding vertically integrated, U.S. multi-state cannabis operator. Based on the belief that everything starts with the quality of the plant, the Company’s mission is to cultivate the finest quality cannabis at scale and deliver remarkable experiences to its customers every day.

Ayr’s leadership team brings proven expertise in growing successful businesses through disciplined operational and financial management, and is committed to driving positive impact for customers, employees and the communities they serve. For more information, please visit www.ayrwellness.com.

Investor Note: In addition to the 60,909,492 Subordinate Voting Shares that are issued and outstanding, there are (a) 3,696,486 shares reserved for issuance pursuant to the conversion rights attached to the Multiple Voting Shares that are issued and outstanding but not listed, (b) 2,874,085 shares reserved for issuance pursuant to the exercise of unlisted warrants that are exercisable at US$9.07 per share, and (c) 6,044,339 shares reserved for issuance pursuant to the  exchange rights attached to the Exchangeable Shares that are  issued and outstanding but not listed. The total number of Subordinate Voting Shares assuming all of the foregoing are exercised or converted, as applicable, and issued would be 73,524,402. The foregoing does not include the Subordinate Voting Shares reserved for issuance pursuant to rights attached to the Restricted Exchangeable Shares granted as equity incentive compensation or rights attached to the Restricted Exchangeable shares that are available under Ayr’s long-term equity incentive plan but that have not been granted.  In addition, the 60,909,492 Subordinate Voting Shares noted above includes 645,300 shares that are held by Ayr in treasury (under applicable corporate law, they are not entitled to be voted or receive dividends).  The above numbers are effective as of December 31, 2022. References to Subordinate Voting Shares include Restricted Voting Shares and Limited Voting Shares, as applicable, as all three classes of share trade under a single stock symbol and CUSIP number.