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Charlotte's Web Holdings, Inc. Proxy Solicitation & Information Statement 2023

Apr 28, 2023

47626_rns_2023-04-28_930d96e4-d332-4194-b19e-fbd92db63a06.pdf

Proxy Solicitation & Information Statement

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Your Vote Counts!

CHARLOTTE’S WEB HOLDINGS, INC.

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----- Start of picture text ----- 2023 Annual MeetingVote by June 14, 202311:59 PM ET----- End of picture text -----

CHARLOTTE’S WEB HOLDINGS, INC. 700 TECH COURT LOUISVILLE, CO 80027

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----- Start of picture text ----- V14980-P87702----- End of picture text -----

You invested in CHARLOTTE’S WEB HOLDINGS, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on June 15, 2023.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 1, 2023. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 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.

For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Vote Virtually at the Meeting*

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Vote Virtually at the Meeting* June 15, 2023 10:00 a.m., Mountain Time Virtually at: www.virtualshareholdermeeting.com/CWEB2023

Point your camera here and vote without entering a control number

*Please check the meeting materials for any special requirements for meeting attendance.

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Vote at www.ProxyVote.com

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 ItemsBoardRecommends Voting ItemsBoardRecommends
1. To set the number of directors of the Company at six (6). For
2. Election of DirectorsNominees:2a. Jonathan Atwood For
2b. John Held For
2c. Thomas Lardieri For
2d. Alicia Morga For
2e. Jacques Tortoroli For
2f. Susan Vogt For
3. To appoint Ernst & Young LLP as auditors for the ensuing year and to authorize the Board of Directors of the Companyto fix the remuneration to be paid to the auditors. For
**NOTE:**Such other business as may properly come before the meeting or any postponement or adjournment thereof.

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. Shareholders with questions about notice-and-access can contact the Company by calling 1 (720) 484-8930 or emailing [email protected].

Accessing Meeting Materials

This Notice presents only an overview of the more complete meeting materials that are available to you on the internet. The meeting materials are available online at: https://investors.charlottesweb.com/ and under Charlotte’s Web Holdings, Inc.’s SEDAR profile at www.sedar.com and at http://www.sec.gov. The meeting materials include: the Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2022, the form of proxy card or voting instruction form and the request for financial statements. PLEASE VIEW THE PROXY STATEMENT AND OTHER RELEVANT MEETING MATERIALS PRIOR TO VOTING.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.

V14981-P87702