Ayr Wellness Inc. - Subordinate Voting Shares

Ayr is an expanding vertically integrated, U.S. multi-state cannabis operator, focused on delivering the highest quality cannabis products and customer experience throughout its footprint. Based on the belief that everything starts with the quality of the plant, the Company is focused on superior cultivation to grow superior branded cannabis products. Ayr strives to enrich consumers’ experience every day through the wellness and wonder of cannabis.

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 touch. For more information, please visit www.ayrwellness.com.

Investor Note: In addition to the 99,621,213 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) 9,638,486 shares reserved for issuance pursuant to the exchange rights attached to the Exchangeable Shares that are issued and outstanding but not listed, and (c) 23,045,965 shares reserved for issuance pursuant to the exercise of currently unlisted warrants that are exercisable at US$2.12 per share. The total number of Subordinate Voting Shares assuming all of the foregoing are exercised or converted, as applicable, and issued would be 136,002,150. The foregoing does not include (i) 2,874,085 shares reserved for issuance pursuant to the exercise of unlisted warrants that are exercisable at US$9.07 per share, or (ii) 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 99,621,213 Subordinate Voting Shares noted above includes 645,298 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 February 7, 2024. 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.