Canopy Growth Corporation — Proxy Solicitation & Information Statement 2020

Aug 8, 2020

PROXY FORM

Annual and Special Meeting Canopy Growth Corporation

WHEN:

Monday, September 21, 2020 at 10:00 AM EDT

WHERE:

www.virtualshareholdermeeting.com/WEED2020

STEP 1

REVIEW YOUR VOTING OPTIONS

ONLINE: VOTE AT PROXYVOTE.COM USING YOUR COMPUTER OR MOBILE DATA DEVICE. YOUR CONTROL NUMBER IS LOCATED BELOW.

BY TELEPHONE: YOU MAY ENTER YOUR VOTING INSTRUCTIONS BY TELEPHONE AT: ENGLISH: 1-800-474-7493 OR FRENCH: 1-800-474-7501

BY MAIL: THIS PROXY FORM MAY BE RETURNED BY MAIL IN THE ENVELOPE PROVIDED.

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SCAN TO VIEW MATERIAL AND VOTE NOW

REMINDER: PLEASE REVIEW THE INFORMATION / PROXY STATEMENT BEFORE VOTING.

13122017

CONTROL NO.:➔

PROXY DEPOSIT DATE: September 17, 2020

INSTRUCTIONS:

1. This proxy is solicited by Management , for the Annual and Special Meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Shares ”) of Canopy Growth Corporation.

2. You have the right to appoint a different person or company (with appropriate documentation) of your choice, who need not be a Shareholder, to attend and act on your behalf at the Annual and Special Meeting of Canopy Growth Corporation. If you wish to appoint a person, please insert the name of your chosen proxyholder and provide a unique APPOINTEE IDENTIFICATION NUMBER for your Appointee to access the live webcast meeting in the space provided either online at www.proxyvote.com or in Step 2 (see reverse). The Shares represented by this form of proxy may be voted at the discretion of the proxyholder with respect to amendments or variations to the matters identified in the notice of Meeting and with respect to other matters that may properly be brought before the Meeting.

You MUST provide your Appointee the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the Meeting. Appointees can only be validated at the live webcast meeting using the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER you enter.

IF YOU DO NOT CREATE AN EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER, YOUR APPOINTEE WILL NOT BE ABLE TO ACCESS THE LIVE WEBCAST MEETING. This instrument of proxy will not be valid and not be acted upon or voted unless it is completed as outlined herein and delivered to the attention of Proxy Tabulation, P.O. Box 3700, STN Industrial Park, Markham, ON, L3R 9Z9, Canada, by 10:00 AM EDT, on September 17, 2020.

1. If the Shares are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this form of proxy. If you are voting on behalf of a corporation or another individual, documentation evidencing your power to sign this form of proxy with signing capacity stated may be required.

2. In order to expedite your vote, you may use a touch-tone telephone or the Internet. To vote by telephone, call toll free 1-800-474-7493 (English) or 1-800-474-7501 (French). You will be prompted to provide your control number located above. The telephone or Internet voting service is not available on the day of the Meeting and the telephone system cannot be used if you designate another person to attend on your behalf. To vote via the Internet, go to www.proxyvote.com and follow the instructions.

If you vote by telephone or the Internet, do not mail back this instrument of proxy.

1. The form of proxy should be signed in the exact manner as the name appears on the form of proxy.

2. If the form of proxy is not dated, it will be deemed to bear the date on which it was mailed to the Shareholder.

3. This form of proxy will be voted as directed. If no voting preferences are indicated on the reverse, this form of proxy will be voted as recommended by the Board of Directors.

PLEASE SEE OVER

E-R4

PROXY FORM

Canopy Growth Corporation

MEETING TYPE: Annual and Special Meeting MEETING DATE: Monday, September 21, 2020 at 10:00 AM EDT RECORD DATE: July 28, 2020 PROXY DEPOSIT DATE: September 17, 2020 CUID: ACCOUNT NO: CUSIP:

CONTROL NO.: ➔

STEP 2

APPOINT A PROXY (OPTIONAL)

APPOINTEE(S): David Klein or, failing him, Mike Lee or, failing him, Phil Shaer

Change Appointee

If you wish to designate another person to attend, vote and act on your behalf at the Meeting, or any adjournment or postponement thereof, other than the person(s) specified above, go to www.proxyvote.com or print your name or the name of the other person attending the Meeting in the space provided herein and provide a unique APPOINTEE IDENTIFICATION NUMBER USING ALL BOXES for your Appointee to access the Meeting. You may choose to direct how your Appointee shall vote on matters that may come before the Meeting or any adjournment or postponement thereof. Unless you instruct otherwise your Appointee will have full authority to attend, vote, and otherwise act in respect of all matters that may come before the Meeting or any adjournment or postponement thereof, even if these matters are not set out in the proxy form or the proxy statement for the Meeting. You can also change your Appointee online at www.proxyvote.com.

You MUST provide your Appointee the EXACT NAME and an EIGHT (8) CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the Meeting. Appointees can only be validated at the Virtual Shareholder Meeting using the EXACT NAME and EIGHT (8) CHARACTER APPOINTEE IDENTIFICATION NUMBER you enter below.

PLEASE PRINT APPOINTEE NAME INSIDE THE BOX

➔ MAXIMUM 22 CHARACTERS - PLEASE PRINT CLEARLY

➔

CREATE AN EIGHT (8) CHARACTER IDENTIFICATION NUMBER FOR YOUR APPOINTEE MUST BE EIGHT CHARACTERS IN LENGTH - PLEASE PRINT CLEARLY

STEP 3

COMPLETE YOUR VOTING DIRECTIONS

VOTING RECOMMENDATIONS ARE INDICATED BY OVER THE BOXES (FILL HIGHLIGHTED TEXT ITEM(S):	IN ONLY ONE BOX “		” PER ITEM IN BLACK OR BLUE INK)
FOR WITHHOLD FOR WITHHOLD FOR WITHHOLD FOR WITHHOLD FOR ABSTAIN AGAINST FOR ABSTAIN AGAINST FOR WITHHOLD Election of Director: David Klein 1B Election of Director: Robert Hanson 1C Election of Director: David Lazzarato 1D Election of Director: William Newlands 1E Election of Director: Jim Sabia 1F Election of Director: Theresa Yanofsky 1G 02 03 04 ELECTION OF DIRECTORS Election of Director: Judy A. Schmeling 1A FOR WITHHOLD FOR WITHHOLD FOR WITHHOLD The re-appointment of KPMG LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting firm for fiscal year 2021 and to authorize the Board of Directors of the Company to fix their remuneration. To approve certain amendments to the Company's Amended and Restated Omnibus Incentive Plan and all unallocated awards issuable under the Amended and Restated Omnibus Incentive Plan, as described in the proxy statement. To approve certain amendments to the Company's 2017 Employee Stock Purchase Plan, as described in the proxy statement.	THIS DOCUMENT MUST BE SIGNED AND DATED STEP 4 M M D D Y Y SIGNATURE(S) INVALID IF NOT SIGNED FOR ABSTAIN 1 YEAR AGAINST 3 YEARS 2 YEARS 05 06 ABSTAIN To adopt, on an advisory (non-binding) basis, a resolution approving the compensation of the Company’s named executive officers, as described in the proxy statement. To adopt, on an advisory (non-binding) basis, a resolution on the frequency of future “say-on-pay” votes as described in the proxy statement. To receive annual and/or Interim Financial Statements and accompanying Management's Discussion and Analysis, please mark the applicable box. INTERIM ANNUAL