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Canopy Growth Corporation Proxy Solicitation & Information Statement 2021

Jul 30, 2021

46525_rns_2021-07-29_3b026625-e071-4940-801f-152a77bc5d16.pdf

Proxy Solicitation & Information Statement

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SEC BC Bene Non Vote Template

BROKER LOGO

BROKER ADDRESS 123 ANY STREET ANY CITY/PROVINCE A1A 1A1

JOHN A. SAMPLE 123 ANY STREET ANYCITY PR A1A 1A1 XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Your Vote Counts!

Canopy Growth Corporation

2021 Annual and Special Meeting Vote by September 10, 2021 2:00 PM EDT

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You invested in Canopy Growth Corporation and it’s time to vote!

You have the right to vote on proposals being presented at the Annual and Special Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on Tuesday, September 14, 2021.

Get informed before you vote

View the Notice of Proxy Statement OR you can receive a free paper copy of voting material(s) by requesting prior to August 31, 2021. If you would like to request a copy of the voting material(s), you may (1) visit www.ProxyVote.com, (2) call 1-877-907-7643 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

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Smartphone users Point your camera here and vote without entering a control number

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Vote in Person or Virtually at the Meeting* Tuesday, September 14, 2021 2:00 pm EDT

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www.virtualshareholdermeeting.com/WEED2021

  • If you choose to vote these shares in person or virtually, or have a designate represent you at the meeting, you must appoint yourself or your designate. To do so, please follow the instructions at www.ProxyVote.com or request a paper copy of the materials, which will contain the appropriate instructions.

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Vote at www.ProxyVote.com

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THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting Items
Vote
Recommendation
Voting Items
Vote
Recommendation
Election of Directors
Nominees:
1A. Election of Director: Judy A. Schmeling
For
1B.
Election of Director: David Klein
For
1C. Election of Director: Robert L. Hanson For
1D. Election of Director: David Lazzarato For
1E.
Election of Director: William A. Newlands
For
1F.
Election of Director: James A. Sabia, Jr.
For
1G. Election of Director: Theresa Yanofsky For
02.
The re-appointment of KPMG LLP, Chartered Professional Accountants, as the Company's auditor and independent registered
public accounting firm for the fiscal year 2021 and authorizing the directors of the Company to fix their remuneration.
For
03.
To confirm and ratify certain amendments to the company's by-laws, including an increase in the quorum requirements for meetings
of Shareholders and other amendments of a housekeeping nature, that were previously approved by the Board of Directors.
For
04.
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.
For

You are receiving this communication to advise you that the company is using notice-and-access to deliver proxy materials to its shareholders for the above noted meeting instead of sending you paper copies of the proxy materials. If you would like to request a copy of the annual or interim financial statements and/or the respective management’s discussion and analysis, you must request a copy at www.ProxyVote.com, by calling 1-877-907-7643 or sending an email to [email protected].

In addition to the options to vote on the reverse side, you can vote by mail by requesting a paper copy of the voting materials using the instructions on the reverse side, which will include a voting instruction form.

The proxy statement and other relevant proxy materials are available at: https://www.canopygrowth.com/investors/investor-events/annual-general-and-special-meeting-2021 and under Canopy Growth Corporation’s SEDAR profile at www.sedar.com. PLEASE VIEW THE PROXY STATEMENT AND OTHER RELEVANT PROXY MATERIALS PRIOR TO VOTING. Shareholders with questions about notice-and-access can contact Broadridge by calling 1-844-916-0609.

If your securities are held by a broker who is a member of the New York Stock Exchange (NYSE), the rules of the NYSE will guide the voting procedures. These rules provide specific time frames for mailing proxy material and that if instructions are not received from you prior to the issuance of the first vote, the proxy may be given at discretion of your broker in accordance with NYSE guidelines. If you have not communicated your instructions to us by the tenth day before the meeting, we may vote your securities at our discretion on any matters deemed to be “routine” under NYSE guidelines. We will nevertheless follow your instructions, even if our discretionary vote has already been given, provided your instructions are received prior to the meeting date.

**If you hold your securities through a Canadian broker or bank, please be advised that you are receiving this notice at the direction of the issuer. Even if you have declined to receive securityholder materials, a reporting issuer is required to deliver this notice to you. If you have advised your intermediary that you object to the disclosure of your beneficial ownership information to the reporting issuer, it is our responsibility to deliver this notice is to you on behalf of the reporting issuer. This notice is being sent at no cost to you.

Voting Instructions: As the record holder for your shares, we will vote your shares based on your instructions. Please provide us with your voting instructions before the meeting. If you do not provide us with your voting instructions, we will vote your shares at our discretion as permitted by New York Stock Exchange rules. If you sign and return this form, we will vote any unmarked items based on the Board’s recommendations.

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