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 No.     )
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Soliciting Material under §240.14a-12
CRONOS GROUP INC.
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June 4, 2021

Supplement to Definitive Proxy Statement dated April 27, 2021
for the Annual Meeting of Shareholders To Be Held on June 25, 2021

    This proxy statement supplement (the “Supplement”), dated June 4, 2021, supplements the definitive proxy statement (the “Proxy Statement”) of Cronos Group Inc. (the “Company”) filed with the Securities and Exchange Commission on April 27, 2021 relating to the annual meeting of shareholders of the Company to be held on Friday, June 25, 2021 at 11:00 a.m., Toronto time, via live audio webcast online at https://web.lumiagm.com/226761154.
Amended and Restated Employment Agreement with Todd Abraham
    On June 3, 2021, Cronos Group Inc. (the “Company”) and Cronos USA Client Services LLC (“Cronos USA”) entered into an amended and restated employment agreement (the “Amended and Restated Employment Agreement”) with Todd Abraham, the Company’s Chief Innovation Officer. The Amended and Restated Employment Agreement increases Dr. Abraham’s annual base salary from CAD$290,000 (approximately $216,253 based on a conversion from Canadian dollars to U.S. dollars using the Bloomberg average exchange rate of CAD$1.00 to $0.7457 for the 12-month period ended December 31, 2020) to $240,000; increases his annual target bonus opportunity from 86% of base salary to 100% of base salary; and increases his annual long-term target incentive opportunity from CAD$280,000 (approximately $208,796 based on a conversion from Canadian dollars to U.S. dollars using the Bloomberg average exchange rate of CAD$1.00 to $0.7457 for the 12-month period ended December 31, 2020) to $300,000, in each case, effective as of June 1, 2021.
Correction to Summary Compensation Table
    The salary for Michael Gorenstein for 2020 set forth in the Summary Compensation Table included on page 57 of the Proxy Statement under “Executive Compensation” incorrectly stated that the value for Mr. Gorenstein’s salary for 2020 was $477,381 instead of the correct value of $469,345.
    Except for the revision set forth in the immediately preceding paragraph, the Proxy Statement remains unchanged.