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CCA Industries: Notice of Annual Meeting and Proxy

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Letter to our shareholders

June 9, 2022

Dear shareholders,

After detailed discussions with financial and strategic buyers, management has concluded that the retail environment continues to experience uncertainty due to volatile physical store foot traffic and periodic supply chain disruptions due to to Covid-19.

Management recommends that CCA continue to focus on online sales, which have seen consistent double-digit year-over-year growth. We believe this growth, combined with a return to a more stable retail environment, will allow the business to unlock its true value.

We started the transition in 2019, so the transition required patience from investors, for which we are very grateful and thank you.

I hope this power of attorney finds you and your family in good health.

Respectfully yours,

Lance Funston

President of the council

CCA Industries, Inc.

PO Box 735, Little Ferry, NJ 07643

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FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” expressing management’s expectations about the future based on plans, estimates and projections at the time we make the statements. You can identify these forward-looking statements by the fact that they do not relate strictly to historical or current facts and often use words such as “anticipate”, “estimate”, “expect”, “believe”, ” will”, “will likely result”, “objective”, “plan”, “should”, “outlook”, “project” and other words and phrases of similar meaning. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement. Factors that could cause actual results to differ materially from those in the forward-looking statements are described in our annual report for fiscal 2021 filed with the OTC on February 25, 2022, and our other periodic reports previously filed with the SEC or OTC. We assume no obligation to publicly release any revisions to forward-looking statements, to report events or to report the occurrence of unforeseen events.

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CCA INDUSTRIES, INC.

NOTICE OF CONVENING VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

WILL TAKE PLACE ON JULY 12, 2022

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the virtual annual meeting of shareholders of CCA INDUSTRIES, INC., a Delaware corporation (hereinafter, the “Company” or “CCA”) will be held on July 12, 2022 at 2:00 p.m., Eastern Daylight Time. . Shareholders will be able to listen, vote and ask questions via the following link: https://www.ccainvestor.com/2022-annual-meeting.An internet connection is required to access the link. In addition, shareholders may participate by telephone at 646-558-8656, Meeting ID 856-5432-9479, password 565356. There will be no physical location for shareholders to attend.

Management proposals

  1. Elect as directors the seven nominees named in the enclosed proxy circular (four of whom are to be elected by Class A Common Shareholders and three of whom are to be elected by Common Shareholders).
  2. To ratify the appointment of CohnReznick LLP as the Company’s independent audit firm for the fiscal year ending November 30, 2022.

Any other business, if any, which may properly come before the Meeting or any adjournment thereof, shall also be considered.

The proposals identified are described in more detail and related information is presented in the management information circular accompanying this notice.

Only shareholders of record at the close of business on June 1, 2022 are entitled to receive notice of and vote at the Meeting and any continuation or adjournment thereof.

Your vote is very important. All shareholders are requested to be present at the virtual meeting or by proxy so that a quorum can be ensured. Instead of attending the virtual meeting and voting, you may vote by telephone or internet, or by completing and returning the enclosed proxy card.

BY ORDER OF THE BOARD OF DIRECTORS

Lance T. Funston

President of the council

Little Ferry, New Jersey

June 9, 2022

WHETHER OR NOT YOU PLAN TO ATTEND THIS VIRTUAL MEETING, YOU ARE REQUESTED EITHER TO VOTE BY TELEPHONE OR ON THE INTERNET, OR BY COMPLETING, SIGNING AND RETURNING THE ENCLOSED PROXY. NO SHIPPING SHOULD BE APPLIED IF SENT TO THE UNITED STATES AND IN THE ENVELOPE PROVIDED WITH THE PROXY CARD.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 12, 2022.

Our Virtual Annual Meeting Notice, Proxy Circular, Letter to Shareholders and Annual Report are available online at:

www.ccainvestor.com

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TABLE OF CONTENTS

INDEX

PAGE

PROXY STATEMENT

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IMPORTANT VOTING INFORMATION

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VOTING INSTRUCTIONS FOR HOLDERS OF COMMON SHARES

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OWNERSHIP AS GUARANTEE OF MANAGEMENT AND CERTAIN EFFECTIVE RESULTS

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CORPORATE OFFICERS

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CORPORATE GOVERNANCE

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TRANSACTIONS WITH RELATED PARTIES

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PROPOSAL NO. 1 – ELECTION OF DIRECTORS

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PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDIT FIRM

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AUDIT COMMITTEE REPORT

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ADDITIONAL QUESTIONS

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CCA Industries Inc. published this content on June 15, 2022 and is solely responsible for the information contained therein. Distributed by Audienceunedited and unmodified, on Jun 15, 2022 4:32:06 PM UTC.

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