Canopy Growth Corp

For the period ended Apr 12, 2024. Filed Feb 12, 2024.

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Apr 12, 2024 · Filed Feb 12, 2024

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CGC$0.65-3.6%Stored close · as of Nov 6, 2026

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APPENDIX A AMENDMENT PROPOSAL

APPENDIX A

AMENDMENT PROPOSAL

“BE IT RESOLVED THAT:

1.	The articles of Canopy Growth Corporation (the “Company”) shall be amended as follows:

(a)	to create an unlimited number of shares of a class designated as “Exchangeable Shares”;

(b)	to restate the rights, privileges, restrictions and conditions attaching to the common shares in the capital of the Company (the “Common Shares”);

(c)	after giving effect to the foregoing, the authorized capital of the Company shall consist of an unlimited number of Common Shares and an unlimited number of Exchangeable Shares; and

(d)

to provide that the rights, privileges restrictions and conditions attached to the Common Shares as a class and the Exchangeable Shares as a class shall be substantially as set out in Appendix B to the proxy statement of the Company dated February 12, 2024, or with such other terms and conditions a may be deemed appropriate by the Board of Directors of the Company.

2.	The Company shall deliver the articles of amendment reflecting such share reorganization in the prescribed form to the Director appointed under the Canada Business Corporations Act.

Notwithstanding that this resolution has been duly passed by the holders of Common Shares of the Company, the directors of the Company are hereby authorized and empowered, if they decide not to proceed with the aforementioned resolution, to revoke this resolution at any time prior to the implementation of the share reorganization, without further notice to, or approval of, the shareholders of the Company.

Any one or more director or officer of the Company is hereby authorized, for and on behalf and in the name of the Company, to execute and deliver, whether under corporate seal of the Company or otherwise, the articles of amendment reflecting such share reorganization and all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.”

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