#13021 INVESTOR PRESENTATION (CSE:VRNO) (OTCQX:VRNOF) verano Geographic footprint data as of 12.17.21#2Before We Begin FORWARD-LOOKING INFORMATION This presentation contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein include, but are not limited to statements or information with respect to the Company's position in the marketplace, the proposed completion or buildout of Company facilities, the Company's cultivation capacity, the completion of pending acquisitions, the accretive nature of acquisitions, the fortification of the Company's presence in core markets, the possibility of material organic expansion, delivery of shareholder value and the ability to maintain industry-leading margins and add depth to leadership. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein, including, without limitation, the risk factors discussed in the Company's filings on SEDAR at www.sedar.com. The forward-looking information and forward-looking statements contained in this presentation are made as of the date of this presentation, and the Company does not undertake to update any forward-looking information or forward-looking statements that are contained or referenced herein, except as may be required in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice regarding forward-looking information and statements. 2 VERANO.COM verano#3Before We Begin NON-IFRS FINANCIAL MEASURES This presentation refers to certain non-IFRS measures to evaluate the performance of the Company. The terms "EBITDA", "Adjusted EBITDA" and "Free Cash Flow" do not have any standardized meaning prescribed within International Financial Reporting Standards ("IFRS") and therefore may not be comparable to similar measures presented by other companies. Such measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. EBITDA is calculated herein as net earnings from operations before interest expense, tax expense, depreciation, and amortization. The Company presents the EBITDA on a consistent basis from period to period and gains and losses from one-time non-recurring events are eliminated. Adjusted EBITDA is calculated herein as EBITDA adjusted for one-time expenses related to other expenses, gain from investment in associates and acquisition related costs. Free Cash Flow is calculated herein as Cash Flow from Operations minus Capital Expenditures. Management believes that these non-IFRS financial measures provide useful information to readers as a supplement to reported IFRS financial information. Management reviews these non-IFRS financial measures on a regular basis and uses them to evaluate and manage the performance of the Company's operations. These measures should be evaluated only in conjunction with the Company's comparable IFRS financial measures. 3 VERANO.COM verano#4verano verano EST. 2014 4 brands 93 operating retail locations COMPANY SNAPSHOT* 3k+ employees 15 states 150m+ addressable population 12 cultivation & production facilities spanning 1,000,000+ ft >100 planned retail locations ~500 active wholesale dispensary accounts * Includes the contribution from the pending acquisitions and the completion of planned construction. In addition, includes: (1) licenses directly owned, managed, or operated; (2) those licenses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. 4 VERANO.COM verano#5BUILDING A POWERHOUSE CANNABIS COMPANY 5 VERANO.COM verano#6THOUGHTFUL M&A CONTINUES WITH CONNECTICUT ACQUISITIONS Increasing our strategic Northeastern footprint in highly populated and limited license states ILLINOIS 10 dispensaries 192k ft² of cultivation NEVADA 5 dispensaries 52k ft² of cultivation ARKANSAS dispensary ARIZONA 6 dispensaries 120k ft² of cultivation PENNSYLVANIA 13 dispensaries 62k ft² of cultivation MICHIGAN 1 dispensary OHIO 5 dispensaries 22k ft² of cultivation * Includes the contribution from the pending acquisitions and the completion of planned construction. In addition, includes: (1) licenses directly owned, managed, or operated; (2) those licenses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. 6 VERANO.COM MASSACHUSETTS 2 dispensaries 26k ft² of cultivation CONNECTICUT 2 dispensaries 217k ft² of cultivation NEW JERSEY 3 dispensaries 120k ft² of cultivation MARYLAND 4 dispensaries 38k ft² of cultivation FLORIDA 41 dispensaries 220k ft² of cultivation verano#7SCALABLE PLATFORM - CORE MARKETS STATE IL FL AZ NJ PA OH } MARKET SIZE Population -12.7M Medical and Adult Use markets Population -21.5M Medical market Population -7.3M Medical and Adult Use markets Population -8.9M Medical market (adult use approved) Population 12.8M Medical market Population 11.7M Medical market ASSET DETAILS . . 10 operating dispensaries (5 combined medical/adult-use, 5 adult-use) 192k sq. ft. indoor & greenhouse cultivation and manufacturing facility in Albion 41 dispensaries in operation 220k sq. ft. indoor cultivation and manufacturing facility in Apollo Beach 6 operating dispensaries 90k sq. ft. indoor cultivation and manufacturing facility in Coolidge (includes 60k sq. ft. expansion underway) and a -20k sq. ft. cultivation in Winslow 3 operating dispensaries - Elizabeth, Neptune, and Lawrence 120k sq. .ft. indoor cultivation and manufacturing facility In Branchburg with staggered expansion planned to be completed by Q3 2021 13 operating dispensaries, with 5 additional planned One 62k sq. ft. indoor cultivation and manufacturing facility in Chester; a second facility planned with sq. ft. TBD (anticipated completion by Q3'22) . 5 operating dispensaries NV MD Population-3.1M Medical and adult-use market Population -6.1M Medical market 22k sq. ft. indoor cultivation and manufacturing facility 5 operating dispensaries* 2 indoor cultivation and manufacturing facilities; a 42k sq. ft. facility with expansion underway, and an additional 10k sq. ft. facility 4 operating medical dispensaries 38k sq. ft. indoor cultivation facility - currently under expansion * Includes the contribution from the pending acquisitions and the completion of planned construction. In addition, includes: (1) licenses directly owned, managed, or operated; (2) those licenses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. 7 VERANO.COM verano#8SCALABLE PLATFORM - DEVELOPING MARKETS* STATE MA MI • MARKET SIZE Population -6.9M Medical and adult-use market • Population 10.0M Medical and adult-use market ASSET DETAILS 2 dispensaries in Sharon and Plymouth • 26k sq. ft. indoor cultivation and manufacturing facility under development-set to open by end of Q3 2021 1 operating dispensary in Buchanan CT AR Population -3.5M Medical and adult-use market Population ~3.0M • Medical market 2 dispensaries in Waterbury and Meriden 217k sq. ft. indoor cultivation and manufacturing facility 1 operating dispensary in El Dorado SCALABLE PLATFORM - UNDER DEVELOPMENT* STATE WV MARKET SIZE Population 1.8M Medical market ASSET DETAILS Approved for cultivation, processing, and 7 dispensaries OTHER ASSETS NOT SHOWN: 1. California: Majority stake in pesticide remediation business 2. Missouri: 1 manufacturing license. * Includes the contribution from the pending acquisitions and the completion of planned construction. In addition, includes: (1) licenses directly owned, managed, or operated; 8 (2) those licenses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. VERANO.COM verano#9THE CASE FOR VERANO zena PEOPLE Entrepreneurial spirit • • Culture of diversity and inclusion • Long average tenure Cannabis advocacy 9 VERANO.COM veran 0 RESERVE PROCESS Operator's mindset, stringent SOPS all about efficiency Hospitality-driven Extensive R&D • • Leverage leading-edge production automation PRODUCT Leading genetics Premium flower/proprietary strains Comprehensive CPG brand offering Products cover nearly all formats and formula verano#1010 Balanced approach reduces over-reliance on any single wholesaler or retailer. Vertically integrated in 10 of 12 active markets.1 SOLID MARGIN POTENTIAL THROUGH VERTICAL INTEGRATION CULTIVATION & PRODUCTION 12 cultivation & manufacturing facilities¹ RETAIL SPACES 93 operational locations¹ across 12 active states BRAND DISTRIBUTION 150+ million in population nationwide ~500 active dispensary wholesale partnerships Leading brand in all markets (premium positioning, premium pricing, highest margins) 1) Includes the contribution from pending acquisitions and the completion of planned construction. verano#11M&A STRATEGY A DELIBERATE APPROACH 11 VERANO.COM AQUISITIONS an ALTMED ENTERPRISES TERRAVIDA HOLISTIC CENTERS TERRITORY The Healing Center Grow within states identified to have high likelihood to pass recreational use Seek well-performing stores with potential for continued enhancement from integration Look for teams that are willing to stay on board and continue as strong operators Transact at attractive mid-single digit 2021 EBITDA multiples T HC Center The Herbal Care Center MAD RIVER- REMEDIES EMERALD DISPENSARY sierra well Caving Nature dispensary NSE Local Joint AKIAGRI-KIND WILLOW BROOK AGRONOMED BIOLOGICS ⑪ctpharma * Sierra Well, Caring Nature, and CTPharma acquisitions still pending.#12GL Chocolatier MILK CHOCOLATE El CBN THC LEXIA PAIN RELIEF THE CANNABIS OBAL SPRAY müv HET WEIGHT GL Lifts verang GL Swift Lifts verano Swift wwwn PREMIUM BRANDS TO FIT EVERY LIFESTYLE EVEX 12 123 VERANO.COM LIQUID AVEX AVEX LIQUID LIQUID LIQUID LIQUID AVEXIA MEDICINAL CANNABIS LAVENDER EPSOM SALT SOAK 100 MG THC 17 AVEXA HARMONY 1:1 verano#13UNMATCHED BRAND PORTFOLIO Extensive portfolio of trusted consumer brands Indoor nature - allows for consistency across state lines Premium quality, positioning and pricing contributes to growth and strong margin profile • verano VERANO Flagship brand Premium price point Flower, pre-rolls, concentrates, and vape cartridges ENCORE Encore • Edible line • Products serving consumer • Mints, gummies, chocolates, and caramels occasions across the spectrum AVEXIA: AVEXIA Medicinal line Pain relief functionality Serums, soaks, balms, and tablets 13 VERANO.COM MÜV MÜV • Medicinal line • Florida and Arizona markets • Flower, concentrates, tinctures, vapes, and lotions verano#14verano Depending on a consumer's needs and preferences, the Verano™ product line offers plenty of options. Choose from Swift Lifts (a pre-rolled, mini pack), Sunrock Shatter (a very popular concentrate), G-Line flower (proprietary crosses with our popular G6 strain), or a variety of distillate and reserve vape cartridges. Overan VERANO 14 VERANO.COM overan swift lifts RESERVE SATIVA mini pre-roll pack by verano™ small in size, big in relief VAV verano#15AVEXIA™ MEDICINAL CANNABIS With years of experience in developing these blends, we're focused on making sure each dose provides a consumer with a memorable and relaxing sense of relief. AVEXIA MEDICINAL CANNABIS 15 VERANO.COM AVEXIA HARMONY 1:1 40 TABLET AVEXIA MEDICINAL CANNADE PAIN RELIEF LOTION 100 MG THC 23MG CBD 2.5MG THC EACH OMG CBD 100MG THC TOTAL BLACK RASPBERRY ROAD LIQUID 1:1 CBD:THC 100 MG THC 100 MG CBD AVEXIA MEDICINAL CANNABIS AVEXIA MDCNAL CANNABIS PAIN RELIEF BALM HARMONY 1:1 100 MG THC 100 MG CBD LAVENDER EPSOM SALT SOAK 100 MG THC medical cable dictate verano#16dibles We find great joy in the craftsmanship of our culinary endeavors. Our skilled artisans create inspiring, distinctive, delicious handcrafted edibles using non-industrialized methods, that inspire a life full of curiosity. As with all Verano™ products, Encore Edibles are lab-tested for potency and purity. WATERMELON SATIVA SWEET STONES 16 VERANO.COM Chocolatier DARK CHOCOLATE SEA SALT 2:1 CBD:THC MG CBD & TONG. Th СВОЕ ТРОМБ ТНС ТОТАЦ 5mg 5 the BOCK POMEGRANATE PUNCH SWEET DREAMZZZ GUMMIES WITH CBN mints wintermint 20 pieces 100mg the total veranobrands.com 0000 INDICA SEA SALT CARAMELS tery Soft Caramels pped with Sea Salt verano#17MÜV Determination MÜV is focused on developing outstanding, consistent and pure cannabis-based products. Exploration MÜV believes in the power of research to advance understanding, and discover new opportunities to enhance well-being, with ingredients derived from the cannabis plant - one of humanity's most ancient sources of natural medications. Experienced MÜV believes in knowledge. Our medical, scientific, and development teams are uniquely qualified to ask the right questions, specify exacting formulations, and conduct research aimed at producing the finest and most consistent cannabis-based products on the market. Guaranteed MÜV believes in purity, testing ingredients and product components to assure 100% compliance with our benchmark quality standards. 5 GRAMS NET WEIL müv FLOWER CUPS S PREMIUM CAN ER FOR VAPORIZATIO 3 SINGLE CUPS RSO STRAIN-SPECIFIC W CANNABIS TINCTURE MÜV MÜV PREMIUM CANNABIS FLOWER 3.5 GRAMS (1/802) THIS PACKAGE FOR HOUSEHOLDS WITHOUT THC/CBD 1:1 ROSEMARY MINT HYDRATING LOTION MÜV MÜV FOR SMOOTH, HYDRATED SKIN Clementine SATIVA 50ml/1.7fl.oz. müv CERAMIC&WICKLESS VAPORIZER CARTRIDGE müv Püre POTENT, STRAIN-BASED CANNABIS OIL HYBRID NET V müv 17 VERANO.COM Ü verano#18EXPANDING RETAIL PRESENCE müv MEDICAL CAMBABIS DISPENSARY コ SZENLEAF zenLEAF verano#19ZenLEAF . • Zen Leaf aspires to be the most influential cannabis retail brand, and to command brand loyalty of the high-end cannabis consumer. Inspiring our customers drives our mission to capture people's imaginations, satisfy deep and important life needs, and offer unparalleled innovative products underpinning our economic success and cultural influence in an increasingly crowded marketplace. Custom store designs that provide an edge in the market and create an environment that satisfies the myriad needs of its patrons through reliability, accessibility and authenticity. Superior customer service - we're the experts so you don't have to be. Aggressive expansion underway with existing states and across our broader license footprint. 19 VERANO.COM verano#20MÜV MEDICAL CANNABIS DISPENSARY • • . • Locations in two high growth states Florida and Arizona. - 41 operational retail locations in Florida. 1 operational retail location in Arizona. State-of-the-art dispensaries offering an extensive selection of award-winning products including flower, pre-rolls, vaporizer pens, metered dose inhalers, topicals and oral sprays; along with patented encapsulation formulations in its EnCaps™ capsules, tinctures, 72-hour transdermal patches and transdermal gels. One of the widest selections of concentrates for patients needing macro-dosing options. Won five Best of Arizona medical cannabis awards since inception. Dispensaries in Florida and Arizona are staffed with knowledgeable and friendly teams thoroughly trained to assist medical cannabis patients. Dedicated Medtenders, as well as a Patient Care Support Team, available to help patients navigate their way through their medical cannabis journey and to better understand delivery methods and product options. müv MEDICAL CANNABIS DISPENSARY ALTMED 20 VERANO.COM verano#213Q21 FINANCIALS AT A GLANCE $207m Strong quarter for margins $133m $111m REVENUE GROSS PROFIT +106% VS. 3Q 2020 +93% VS. 3Q 2020 ADJUSTED EBITDA +99% VS. 3Q 2020 Adjusted EBITDA is a Non-IFRS financial measure calculated herein as EBITDA adjusted for one-time expenses related to other expenses, gain from investment in associates and acquisition related costs. 21 VERANO.COM verano#22222 A TOP COMPETITOR WITH STRONG GROWTH Top 5 MSO by revenue Experiencing rapid growth, organically and through M&A Our scale allows for operational efficiencies, more profitable cultivation and the ability to quickly adapt to changing legislation 3Q21 Revenue ($ millions) $350 REVENUE MOMENTUM $300 $250 $200 $150 $100 $240 $50 اللـ Quarterly Revenue ($ millions) $220 $200 $180 $160 $140 $120 $0 $100 Curaleaf Green Thumb Truli eve Cresco Verano Columbia Acreage 1Q21 2Q21 3Q21 Labs Care VERANO.COM verano#23INDUSTRY LEADING EBITDA PROFILE 60% 54% 50% 40% 30% 20% 10% 3Q21 ADJUSTED EBITDA MARGINS 3Q21 ADJUSTED EBITDA IN SUSD $120 $111 $ millions $100 $80 $60 $40 $20 0% $0 Verano Peer A Peer B Peer C Peer D Peer E Peer F Verano Peer A Peer B Peer E Peer C Peer D Peer F Adjusted EBITDA is a Non-IFRS financial measure calculated herein as EBITDA adjusted for one-time expenses related to other expenses, gain from investment in associates and acquisition related costs. Peer group values are from publicly-disclosed press releases. 23 23 VERANO.COM verano#24FINANCIAL FLEXIBILITY Strong financial health to support organic and inorganic growth Summary Balance Sheet As of Sept. 30, 2021 $56,937 $2,686,956 $162,785 Unencumbered by sale leasebacks Prudent increases in debt ahead of growth Debt upsize of $120m, to a total $250m, at improved terms Working capital of $162m Ability to self fund Capex Free cash flow of $35m $USD thousands Cash Total Assets Debt Total Liabilities * Numbers for 3Q21 as of 9/30/21. 24 VERANO.COM $986,203 verano#25CAPITAL STRATEGY BALANCING GROWTH AND FINANCIAL STRENGTH GROWTH • Increasing headcount/hiring Investments in brands and R&D ⚫ Acquisitions FINANCIAL STRENGTH • Maintain healthy balance sheet • Hold sufficient cash on hand • Leverage strong balance sheet for strategic M&A 25 25 VERANO.COM verano#26VERANO: A UNIQUE INVESTMENT OPPORTUNITY WITH PROVEN ABILITY TO DELIVER PROFITABILITY WHAT SETS VERANO APART Vertical Integration Cultivation Capacity Market Leading Products Retail Experience Financial Health Investment for Growth Sustainable Profitability I - ↓ Supported by proven ability to win applications and execute on potential acquisitions Ability to grow high-quality flower on a large scale and implement best practices into new markets Portfolio of leading owned brands that deliver consistent quality Customer-centric mindset to drive repeat business and enhance customer loyalty Solid cash position and owned real estate with no sale- leasebacks Disciplined capital allocation strategy balanced between potential acquisitions, organic growth expenditures and enhancing current operations Expanding footprint combined with disciplined operations have driven profitability since inception 26 VERANO.COM verano#27LEGISLATIVE OUTLOOK Recent shift in sentiment across the aisle Engaging representatives to ensure we have an active voice in legislative conversations Encouraged by recent conversations but we can successfully operate if federal legalization is not passed Maintaining optimism and preparing for an up-list to the US markets once legislation change makes possible 27 VERANO.COM verano#28THANK YOU Julianna Paterra, CFA Director, Investor Relations Email: [email protected] Website: investors.verano.com#29APPENDIX#30GROWING MARKET#31. Growing Market Opportunity Legal cannabis sales in the United States are forecast to reach $15.5-$18.9 billion in 2020 and rise to $30.2-$37.0 billion in 2024. • $40 $35 $30 $25 $20 Two-thirds of U.S. states have legal medical markets; approximately $15 one-fifth currently allow adult-use sales. $10 U.S. CANNABIS RETAIL SALES ESTIMATES: 2014 - 2024* IN BILLIONS OF US DOLLARS $15.5-$18.9 $10.6-$13.0 $9.7-$11.8 $20.3-$24.8 $13-$15.9 $24.8-$30.3 $30.2-$37.0 $28.2-$34.5 $20.7-$25.3 $19.2-$23.5 $16.5-$20.2 $7.8-$8.7 $5.8-$6.5 $6.6-$8.1 $4.0-$4.5 $4.8-$5.2 $5 $2.0-$2.4 $3.0-$3.4 $9.5-$11.7 $2.7-$2.8 $9-$11 $8.3-$10.2 $1.8 $7.3-$8.9 $5.8-$7.1 $0.4 $1.6-$2.0 $3.1-$3.7 $2.0-$2.4 $2.2-$2.7 $3-$3.5 $4-$4.9 $0 *Source: Marijuana Business 2020 Factbook 2014A 2015A 2016A 2017A 2018A 2019A 2020A 2021E 2022E 2023E 2024E 31 VERANO.COM Medical Adult-Use verano#32Growing Market Opportunity The marijuana industry is estimated to have an economic impact of $55 billion $67 billion in the U.S. - in 2020 and surpass $100 billion in economic benefits in 2024. Based on the assumption that for every $1 that consumers and patients spend at recreational stores and dispensaries, MJ Biz Daily estimates that an additional $2.50 will be injected into the economy, much of it at the local level. $140 $120 $100 $80 $20 32 32 * Source: Marijuana Business 2020 Factbook VERANO.COM U.S. CANNABIS INDUSTRY TOTAL ECONOMIC IMPACT: 2019-2024* IN BILLIONS OF US DOLLARS $60 $37.8-$46.2 TOTAL $40 $54.6-$66.9 TOTAL $0 2019 2020 $71.4-$87.5 TOTAL 2021 $87.5-$106.8 TOTAL 2022 $106.4-$130.2 TOTAL $99.4-$121.5 TOTAL 2023 2024 Dispensary/Store Sales Additional Economic Impact Of Dispensary/Store Sales verano#33STRATEGIC M&A#3434 VERANO.COM Accretive M&A Activity - Florida & Arizona an ALTMED ENTERPRISES ALTMED* COMBINATION GAVE VERANO: • Access to Florida and Arizona vertically-integrated operations • • • 36 active retail locations in Florida with 6+ more planned by end of 2021 One active retail location in Phoenix, Arizona State-of-the-art cultivation facilities - 220,000 sq. ft. in Florida and 30,000 sq. ft. in Arizona (current expansion of an additional 60,000 sq. ft. underway) TERRITORY DISPENSARY** GAVE VERANO: Three active retail locations in Arizona One -20,000 sq. ft. cultivation facility Chandler, Gilbert and Mesa TERRITORY EMERALD -DISPENSARY EMERALD DISPENSARY** ACQUISITION GAVE VERANO: • One active retail location in Phoenix, Arizona Local Joint THE LOCAL JOINT** ACQUISITION GAVE VERANO: One active retail location in Phoenix, Arizona * Deal closed on February 11, 2021. Alternative Medical Enterprises, LLC, Plants of Ruskin, LLC, and their affiliated companies collectively "AltMed" ** Completion of deals announced on April 9, 2021 verano#3535 VERANO.COM Accretive M&A Activity - Pennsylvania TERRAVIDA HOLISTIC CENTERS TERRAVIDA* GAVE VERANO: Three active dispensaries located in the Philadelphia metropolitan area - Sellersville, Abington, and Malvern The Healing RESEARCH Center AK AGRI-KIND NSE* • THE HEALING CENTER* GAVE VERANO: Three active dispensaries located in the Pittsburgh metropolitan area -- Cranberry Township, Washington and Monroeville AGRI-KIND* GAVE VERANO: • One 62,000 sq. ft. grower/processor located in Chester • NSE Verano entered into an agreement pursuant to which a subsidiary of Verano acquired all of the issued and outstanding equity interests of NSE, holder of one permit, which gives the Company the ability to open three dispensaries in Pennsylvania AGRONOMED BIOLOGICS** AGRONOMED BIOLOGICS • Through Pennsylvania's Chapter 20 Clinical Research Program, Agronomed is a Phase II Approved Clinical Registrant, and therefore is permitted to open a medical marijuana growing and processing facility, as well as six dispensaries, to conduct medical marijuana research in partnership with Drexel University College of Medicine * Completion of deals announced on May 24, 2021 ** Completion of deals announced on July 12, 2021 verano#3636 VERANO.COM Accretive M&A Activity - Illinois, Ohio and Nevada T HC Center The Herbal Care Center • THE HERBAL CARE CENTER GAVE VERANO: One of Illinois' largest and top-performing combined medical and adult-use dispensaries, located in Chicago's Medical District, and second adult-use dispensary in the city's bustling West Loop/Greektown neighborhood -MAD RIVER- REMEDIES MAD RIVER REMEDIES* GAVE VERANO: One active retail location in Dayton, Ohio SIERRA WELL** WOULD GIVE VERANO sierra well • One retail location in Carson City, NV A cultivation/production facility and one retail location in Reno, NV * Completion of deal announced on July 9, 2021 ** Deal announced on July 26, 2021. Pending acquisition subject to customary closing conditions verano#3737 40 Accretive M&A Activity - Connecticut ctpharma • CT PHARMO** WOULD GIVE VERANO: 217k square feet of state-of-the-art cultivation and production facility in Rocky Hill, CT Caring Nature CARING NATURE** WOULD GIVE VERANO: One active retail location in Waterbury, CT WILLOW BROOK dispensary WILLOW BROOK WELLNESS* GAVE VERANO • One retail location in Meriden, CT VERANO.COM * Completion of deal announced on November 10, 2021 ** Deal announced on November 10, 2021. Pending acquisition subject to customary closing conditions verano#38CORE STATES ILLINOIS, FLORIDA, ARIZONA, NEW JERSEY, PENNSYLVANIA, OHIO, NEVADA, MARYLAND#39Illinois Overview Market Overview • Adult-Use and medical markets • 12.7M population . • 150k medical patients; 1.2% penetration · • $669M adult-use sales in the first year Total market expected to grow from $1.03B (2020) to $1.8B (2026E) Verano Operations · 10 operational dispensaries (5 combined medical & adult- use and 5 adult-use) • 192k sq. ft. cultivation and manufacturing facility in Albion Market size forecasts based on BDSA estimates. Patient counts based on BDSA estimates. Includes the contribution from the following: (1) licenses directly owned, managed, or operated; (2) those licenses with which Verano has executed management agreements or other commercial agreements 39 VERANO.COM verano#40Florida Overview Market Overview Medical market . 21.5M population . 457k medical patients; 2.1% penetration Total market expected to grow from $970M (2020) to $2.56B (2026E) Verano Operations . 41 dispensaries in operation • 220k sq. ft. indoor cultivation and manufacturing facility in Apollo Beach 8461 Market size forecasts based on BDSA estimates. 40 VERANO.COM verano#41Arizona Overview Market Overview • Adult-Use and medical markets 7.3M population Adult-use program active as of January 2021 • ~295k medical patients; 4.0% penetration Total market expected to grow from $1.03B (2020) to $1.81B (2026E) Verano Operations 6 operational dispensaries • 30k sq. ft. indoor cultivation and manufacturing facility in Coolidge - 60k sq. ft. expansion underway . ~20K sq. ft. facility in Winslow Market size forecasts based on BDSA estimates. Includes: (1) licenses directly owned, managed, or operated; (2) those licenses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. 41 VERANO.COM verano#42New Jersey Overview Market Overview · • Adult-Use and medical markets • 8.9M population • ~99k medical patients; 1.1% penetration Total market expected to grow from $178.5M (2020) to $1.84 (2026E) Adult-use signed into legislation in February 2021 Verano Operations • 3 active medical dispensaries 120k sq. ft. indoor cultivation and manufacturing facility with staggered expansion planned to be completed by the end of Q3 2021 Market size forecasts based on BDSA estimates. Includes: (1) licenses directly owned, managed, or operated; (2) those licenses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. 42 VERANO.COM verano#43Pennsylvania Overview Market Overview . . Medical market 12.8M population 380k medical patients; 3.0% penetration Total market expected to grow from $545M (2020) to $1.3B (2026E) Verano Operations • 13 active medical dispensaries; 6 additional medical dispensaries planned • 1 active 62k sq. ft. cultivation and manufacturing facility in Chester · 1 additional planned cultivation and manufacturing facility Market size forecasts based on BDSA estimates. Includes: (1) licenses directly owned, managed, or operated; (2) those licenses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. 43 VERANO.COM verano#44Ohio Overview • Market Overview • • Medical market 11.7M population 160k medical patients; 1.4% penetration Total market expected to grow from $217.6M (2020) to $1.37B (2026E) Verano Operations • 5 medical dispensaries 22k sq. ft. indoor cultivation and manufacturing facility in Canton Market size forecasts based on BDSA estimates. Includes: (1) licenses directly owned, managed, or operated; (2) those licenses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. 44 VERANO.COM verano#45Nevada Overview Market Overview Adult-Use and medical markets • 2.9M population • . 9.8k medical patients; 0.3% penetration Total market expected to grow from $808M (2020) to $1.68B (2026E) Verano Operations • 5 active dispensaries 42k sq. ft. indoor cultivation and manufacturing facility - expansion underway • 10k sq. ft. indoor and manufacturing facility Market size forecasts based on BDSA estimates. Includes the contribution from a pending acquisition. In addition, includes: (1) licenses directly owned, managed, or operated; (2) those licénses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. 45 VERANO.COM verano#46Maryland Overview • Market Overview • Medical market 6.1M population 123k medical patients; 2.0% penetration Total market expected to grow from $449M (2020) to $1.39B (2026E) Verano Operations • 4 operating medical dispensaries . 39k sq. ft. cultivation facility - expansion is nearing completion Market size forecasts based on MJBizDaily 2020 estimates. Includes: (1) licenses directly owned, managed, or operated; (2) those licenses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. 46 VERANO.COM verano#47KEY DEVELOPING STATES MASSACHUSETTS, CONNECTICUT, MICHIGAN, ARKANSAS#48Massachusetts Overview OVERVIEW OF MARKET AND VERANO OPERATIONS Market Overview Adult-Use and medical markets •6.9M population . 100k medical patients; 1.4% penetration Total market expected to grow from $917M (2020) to $1.78B (2026E) Verano Operations • 2 adult-use dispensaries ⚫A 26k sq. ft. indoor cultivation and manufacturing facility under construction; first room expected to come online by end of Q3 2021 Market size forecasts based on MJBizDaily 2020 estimates. Includes: (1) licenses directly owned, managed, or operated; (2) those licenses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. 48 VERANO.COM verano#49Arkansas Overview OVERVIEW OF MARKET AND VERANO OPERATIONS • Market Overview Medical market • 3M population • 66.6k medical patients; 2.2% penetration • Total market expected to grow from $129M (2020) to $720M (2026E) Verano Operations 1 medical dispensary in El Dorado Market size forecasts based on BDSA estimates. Includes: (1) licenses directly owned, managed, or operated; (2) those licenses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. 49 VERANO.COM verano#50Michigan Overview OVERVIEW OF MARKET AND VERANO OPERATIONS Market Overview • Adult-Use and medical markets • 10M population 247k medical patients; 2.5% penetration Total market expected to grow from $985M (2020) to $1.69B (2026E) Verano Operations 1 medical & adult-use dispensary in Buchanan, MI (~30 min from South Bend and Elkhart, IN (directly across border), ~90 min from Chicago, IL) Market size forecasts based on BDSA estimates. Includes: (1) licenses directly owned, managed, or operated; (2) those licenses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. 50 VERANO.COM verano#51Connecticut Overview Market Overview • Adult-Use and medical markets 3.5M population • ~60k medical patients; 1.6% penetration · Total market expected to grow from $126.5M (2020) to $386.8M (2026E) Verano Operations • . 2 active dispensaries 217k sq. ft. indoor cultivation and manufacturing facility Market size forecasts based on BDSA estimates. Includes the contribution from a pending acquisition. In addition, includes: (1) licenses directly owned, managed, or operated; (2) those licénses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. 51 VERANO.COM verano#52OTHER DEVELOPING STATES CALIFORNIA, WEST VIRGINIA, MISSOURI#53California, West Virginia, Missouri Overview OVERVIEW OF MARKET AND VERANO OPERATIONS Below is an overview of assets owned by Verano which are not included in its financial forecasts:(1) California • 1 processing facility 'Includes: (1) licenses directly owned, managed, or operated; (2) those licenses with which Verano has executed management agreements or other commercial agreements; and/or (3) those licenses to which Verano has a purchase option. 2 Market size forecasts based on BDSA estimates. 53 VERANO.COM West Virginia • • Approved for cultivation, processing and 7 dispensaries West Virginia medical market expected to grow to $33M by 2026E(2) Missouri • Won 1 manufacturing license • 6.1M population; medical market • • 44k medical patients (0.7% penetration) Missouri medical market expected to grow to $863M by 2026E(2) verano#54APPENDIX FINANCIALS#55($ in thousands) (All amounts expressed in thousands of U.S. Dollars) Verano Holdings Corporation Pro Forma Unaudited Reconciliation of Net Income to Adjusted EBITDA and Non-IFRS For the Three Months Ended September 30, 2021 and 2020 For the Three Months Ended 9/30/21 (Unaudited) 6/30/21 (Unaudited) 9/30/20 (Unaudited) Net Income¹ Depreciation and Amortization $ 103,715 6,830 $ 81,612 9,851 9,404 3,498 Interest Expense, Net 8,068 5,531 2,868 Income Tax Expense 73,733 5,088 17,879 Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization (EBITDA) (Non-IFRS) $ 195,367 $ 26,853 105,858 Other expense (income), net RTO, M&A, and Transaction Costs Inventory Step Up Employee Earnout Accrual Other non-operating costs Adjusted EBITDA (Non-IFRS) 445 88 (3,161) 1,062 6,923 48 277 5,718.3 (2,642) 10,348 4,992 6,623 128 $ $ 199,501 56,553 $ 102,873 Net Impact of Fair Value of Biological Assets (88,804) 24,921 (47,226) Adjusted EBITDA (non-IFRS), Net of Impact of Biological Assets $ 110,697 $ 81,474 $ 55,648 VERANO.COM verano