Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



On March 16, 2020, Bruce Gates, a Director and Chair of the Compensation
Committee of the Board of Directors (the "Board") of Cronos Group Inc. (the
"Company") resigned as a Director of the Company, in order to focus on other
increased professional responsibilities. Mr. Gates had been nominated to the
Board by Altria Group, Inc. ("Altria") pursuant to the Investor Rights
Agreement, dated March 8, 2019 (the "Investor Rights Agreement"), between the
Company and Altria. There were no disagreements between the Company and Mr.
Gates with respect to any matter relating to the Company's operations, policies
or practices.
On March 17, 2020, in accordance with the Investor Rights Agreement and Altria's
submission, the Board elected Heather Newman as a Director of the Company, to
serve until the next Annual Meeting of Shareholders of the Company, effective
March 17, 2020.
Ms. Newman serves as Senior Vice President, Corporate Strategy, Altria Group,
Inc. In her role, she oversees Altria's Strategy and Business Development as
well as Advanced Analytics, Investor Relations and Corporate Communications.
Previously, Ms. Newman served as President and Chief Executive Officer for
Philip Morris USA, where she led the company's efforts to responsibly
manufacture and market its brands, including Marlboro and IQOS, to adult tobacco
consumers in a financially disciplined way. Since 1999, Heather held numerous
leadership roles in Sales and Brand Management including Vice President &
General Manager, Marlboro, the leading cigarette brand in all 50 states. Ms.
Newman received her undergraduate business degree from Saint Joseph's
University's Erivan K. Haub School of Business and completed her M.B.A. at Saint
Joseph's University with a concentration in Marketing in 2005. She serves on the
Board of Directors of the Virginia Mentoring Partnership, The Executive Advisory
Council for the University of Richmond Robins School of Business, as well as on
the Board of Visitors for Saint Joseph's University.
Ms. Newman will not be compensated as a non-executive Director as an Altria
nominee and employee. The Company has entered into its standard form of
indemnification agreement with Ms. Newman.
No family relationships exist between Ms. Newman and any of the Company's other
directors or executive officers.
Item 8.01. Other Events.

On March 17, 2020, the Board appointed Jody Begley, a current Director, as the new Chair of the Compensation Committee.

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