Canopy Growth Corporation (TSX:WEED)
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Apr 30, 2026, 1:31 PM EST
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AGM 2024

Sep 24, 2024

Operator

Hello, and welcome to the 2024 Canopy Growth Corporation Annual General Meeting of Shareholders. Registered shareholders and duly appointed proxy holders may ask questions in the designated field on the virtual meeting web portal. Questions may be submitted now until the close of the meeting. Questions regarding matters to be voted on will be addressed before voting is concluded. Out of considerations for others, please limit yourself to one questions. Questions may be submitted in accordance with the rules of conduct, which are posted in the Meeting Materials section of the virtual meeting web portal. I will now turn the meeting over to David Lazzarato, Chair of the Board of Directors of Canopy Growth Corporation.

David Lazzarato
Chair of the Board of Directors, Canopy Growth Corporation

Thank you. Good afternoon, and welcome to the 2024 Annual General Meeting of Shareholders for Canopy Growth. I am David Lazzarato, Chair of the Board of Directors of Canopy Growth, and I will be acting as Chair of the meeting today. As permitted in our bylaws, we are holding our meeting virtually by way of live audio webcast. I would like to start by introducing the current members of Canopy's board. In addition to myself, David Klein, Chief Executive Officer of Canopy, Willy Kruh, Luc Mongeau, Theresa Yanofsky, are all on the line with us. I would also like to introduce the following members of Canopy's management team, who are also in attendance today: Judy Hong, our Chief Financial Officer, and Christelle Gedeon, our Chief Legal Officer and Corporate Secretary of Canopy.

In addition, we are joined by Jeffrey Gitler from PKF O'Connor Davies, LLP, our independent registered public accounting firm. They will be available during the meeting to respond to appropriate questions if needed. And finally, Rita Gutierrez-Fernandes from Broadridge Financial Solutions is present and will serve as scrutineer for the meeting. Please refer to the meeting agenda and rules of conduct on the meeting portal for important information about the conduct of this meeting. These documents are posted in the Meeting Materials section of the virtual meeting web portal.

Given the virtual format of today's meeting, and in order for us to expediently undertake the business to be conducted at this meeting, we would request that registered shareholders or duly appointed proxy holders who have specific comments or questions on formal items of business to submit their comments and questions via the Ask a Question panel on the lower left of the virtual shareholder meeting portal, clearly identifying the applicable item of formal business. During the course of this meeting, at the appropriate time, such submissions will be addressed prior to voting on the applicable motions. Following the formal business of the meeting, there will be a question and answer session.

If you have any questions not specifically related to an item of formal business to be discussed at today's meeting, please feel free to submit these questions at any time, and we'll do our best to ensure that such questions are addressed at the conclusion of the meeting. Please note that all questions must be submitted in accordance with the rules of conduct. I would also like to provide the caution that to the extent we make forward-looking statements about our business or prospects in the course of today's meeting, any such statements are based on management's beliefs and opinions. Actual results may differ from these statements. We would refer you to documents which the company files from time to time with the SEC and with Canadian securities regulators.

In particular, we refer you to the information under the heading Risk Factors in Part I , Item 1A of our annual report on Form 10-K, filed with the SEC through EDGAR and with Canadian Securities Regulators on SEDAR+ on May 30th, 2024. These documents contain and identify important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Undue reliance should not be placed on such forward-looking statements, and no assurance can be given that such events will occur as anticipated. The forward-looking statements are made as of the date hereof, and Canopy does not undertake an obligation to publicly update such forward-looking information unless required by applicable securities laws. It is 1:05 P.M. Toronto time, and the meeting will now come to order. Judy Hong will serve as Secretary of the meeting.

I hereby appoint Rita Gutierrez-Fernandes from Broadridge to act as scrutineer. Now, I'll open the business portion of the meeting. The quorum for the transaction of business at this meeting is the presence in person or by remote communication or by proxy, duly authorized, of the holders of 33 1/3% of the outstanding common shares entitled to vote at the meeting. The scrutineer has advised us that prior to the meeting, proxies were received from the holders of a sufficient number of common shares to constitute a quorum. Ms.

Hong has advised me that the notice calling this meeting, together with the proxy statement dated August 1st, 2024 , the form of proxy, and the annual report for the financial year ended March 31, 2024 , including the company's annual audited financial statements, the auditors' report thereon, and the company's MD&A, have been properly sent to each director of the company, the auditors of the company, and each intermediary and registered holder of common shares of the company as at July 31, 2024 , the record date for determining the shareholders entitled to receive notice and to vote at this meeting in accordance with the notice and access delivery procedures provided under applicable securities laws. Additional copies of these materials are also available online on the company's SEDAR+ and EDGAR profiles. I will dispense with the reading of the notice of meeting.

Accordingly, I declare that the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of meeting received from Broadridge and the scrutineer's complete report on attendance be annexed to the minutes of this meeting. We will begin by attending to the formal business of the meeting. We have four formal matters of business, to conduct today: the presentation of our Fiscal 2024 financial statements, the director election proposal, the PKF O'Connor Davies reappointment proposal, and the Say- on- Pay proposal. Each proposal is described more fully in our proxy statement that was either mailed to shareholders or provided to shareholders in accordance with the notice and access delivery procedures as provided under applicable securities laws. Please note that the meeting is being recorded.

While this meeting is being recorded, no one attending via the live audio, webcast, or telephone is permitted to use any audio recording device. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If, as a registered shareholder or a duly appointed proxy holder, you are using a control number or an appointee identification number accordingly to log into the meeting and you accept the terms and conditions, you'll be provided the opportunity to vote by online ballot. If you have already voted and you vote again by ballot during the meeting, your online vote will revoke your previously submitted vote. If you have already voted and you do not wish to revoke your previously submitted vote, do not vote again during the online ballot.

Please note that attendees logged in as a guest will not have the vote panel presented on their screen during the meeting. The polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately, or if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. The items of business to be voted on and your available voting options will be visible on the voting panel on your screen by clicking the Vote Here icon. To submit a vote, please click on the voting choice displayed on your screen. You must click Submit for your vote to be counted. Once discussion has concluded on all items of business, we will provide a few additional moments for you to enter your votes.

I will then declare voting closed on all matters of business. Anyone who has not voted and wishes to do so, please do so at this time, as the polls will close following the presentation of the proposals to be voted on. The results of the meeting will be publicly released and will be available on our website. It is 1:09 P.M. Toronto time, on September 24th, 2024, and the polls are now open with respect to each of the proposals set forth in the proxy statement. We will now run through each of the items on the meeting agenda. The first matter of business is the presentation of Canopy's audited consolidated financial statements as at March 31, 2024 and March 31, 2023, and for each of the years in the three-year period ended March 31, 2024.

The financial statements, along with the auditor's report thereon, are available to shareholders for review and presentation under the virtual meeting web portal. The financial statements and the related auditor's report are also included in our annual report, which can be accessed under the Investor Events tab in the Investors section of our website. We will dispense with the reading of the auditor's report. These documents are now placed before the meeting. Vote is required for the reception of these documents. Accordingly, I declare that these documents have been received. We will now proceed to the proposals to be voted on. The first proposal is the director election proposal, which is a proposal to elect the five nominees nominated by the board to serve as directors until the next annual general meeting of shareholders, or until his, her, or their successor is duly elected or appointed.

The nominees are myself, David Lazzarato, David Klein, Chief Executive Officer of Canopy, Willy Kruh, Luc Mongeau, and Theresa Yanofsky. The biographies of each nominee are set forth in the proxy. Previously noted, registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options by clicking the Vote Here icon. If you have previously voted, it is not necessary to vote again on this ballot. The second proposal is the PKF O'Connor Davies reappointment proposal, which is a proposal for the reappointment, their reappointment as the company's auditor and independent registered public accountants for the full year of 2025, the authorization of the company's board of directors or any responsible committee thereof to fix their remuneration. We will now conduct the vote by way of online ballot.

As previously noted, registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options by clicking the Vote Here icon. If you have previously voted, it is not necessary to vote again on this ballot. The third proposal is the Say-on-Pay proposal, which is a proposal for the adoption of an advisory, non-binding resolution, approving the compensation of the company's named executive officers, as described in the proxy statement. We will conduct the vote by way of online ballot. As previously noted, registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options by clicking the Vote Here icon. If you have previously voted, it is not necessary to vote again on this proposal. We will now proceed with the process for completing the voting items of the business of the meeting. Ms.

Hong, have any questions come in from shareholders, specifically on any of the matters of formal business?

Judy Hong
CFO, Canopy Growth

Mr. Chair, I confirm that we have not received any questions from shareholders, specifically on the matters of formal business.

David Lazzarato
Chair of the Board of Directors, Canopy Growth Corporation

Thank you. For those of you that have not yet voted on all of the items of formal business, please do so now. As a reminder, if you have previously submitted a completed proxy, you will have voted in respect of the formal business and it's not necessary to vote again on these ballots. We'll have a short pause as we wait for any votes to be tabulated. It is 1:14 P.M. Toronto Time on September 24th, 2024, and the polls are now closed. Ms. Hong, please review the tabulation report and provide the preliminary voting results.

Judy Hong
CFO, Canopy Growth

I confirm the polls are now closed, and I have reviewed the preliminary tabulation report. I have received the scrutineer's preliminary vote report, and based on the votes represented by proxy at this meeting, all matters put to a ballot have been passed with the requisite shareholder approval. Accordingly, as a result, I hereby declare each of the nominees for election as a director, pursuant to the director election proposal, has been elected, and each of the PKF O'Connor Davies reappointment proposal and the Say-on-Pay proposal has passed.

A final report disclosing the number of votes cast in favor of, or withheld from voting for each item of business at this meeting, will be reported as part of the report of voting results to be filed on SEDAR+ and disclosed in a press release promptly following the meeting and in a Form 8-K to be filed within four business days of this meeting.

David Lazzarato
Chair of the Board of Directors, Canopy Growth Corporation

Thank you, Ms. Hong. There being no further business to come before the meeting, it is now 1:16 P.M. Toronto time, and the Annual General Meeting is now adjourned. I want to thank you for attending today's meeting and for the support you've shown for Canopy Growth Corporation. We'll now begin a brief question and answer session where our CEO, David Klein, will be available to answer any questions submitted by shareholders. Judy Hong will moderate the question and answer session.

Judy Hong
CFO, Canopy Growth

Thank you, Mr. Chair. We will try to answer as many questions as possible. Only questions submitted in accordance with our rules of conduct posted on the meeting site will be addressed. If we did not answer your submitted question and you believe it conformed to the rules of conduct, please email your question to invest@canopygrowth.com, and someone from our team will get back to you. With that, we will begin with the first question. First question is: If Harris is elected president, what will be the likely immediate effect on sales, given she has promised to legalize marijuana at the federal level? David?

David Klein
CEO, Canopy Growth

Thanks, Judy. I think that we're seeing positive tailwinds in the political environment in the U.S. Vice President Harris has been a strong supporter of cannabis over the last several years of her career. We would expect that to continue if she were elected. What I would also say, however, is that former President Trump has also recently come out in support of cannabis reform at the federal level, so we could expect to see a favorable regulatory movement from either candidate being elected.

Now, this, the benefits would accrue to our Canopy USA entity and would likely take the form of rescheduling, inclusive of taxation reform, as well as the ability to do more and more research on cannabis, as a plan. So I think those are the... and hopefully, between the two of them, we'd also get to some positive news on safe banking. So I think, from a political standpoint, the cannabis industry and Canopy in particular are well-positioned regardless of the winner of the presidential election in a few weeks.

Judy Hong
CFO, Canopy Growth

Thank you, David. The second question is about what is your favorite product in cannabis? So I will start by just saying that I've used a number of our products. I think one of my favorite is Tweed beverages in Canada. Those are very refreshing and just very great-tasting products. David?

David Klein
CEO, Canopy Growth

Yeah, I would. In general, I'm a consumer of flower using one of our Storz & Bickel heat-not-burn vaporization devices. So, if you don't have a Crafty or a Venty, I highly recommend that you get one. And then, strongly recommend the flower that Canopy has in the market right now called Ultra Jack, which is, you know, which is outstanding. So, we have a lot of good products across the platform, but that's my current favorite.

David Lazzarato
Chair of the Board of Directors, Canopy Growth Corporation

I would just offer that I can't do a better marketing job than Judy or David just did, so well, back to you, Judy.

Judy Hong
CFO, Canopy Growth

Thank you, Dave, and there appears to be no questions in the queue, so this concludes the question and answer period.

David Lazzarato
Chair of the Board of Directors, Canopy Growth Corporation

Thanks, everybody, again, for joining us today and for your continued support at Canopy Growth Corporation. Look forward to sharing exciting new developments and products with you and our customers over the coming year. I'll now pass the call back over to the operator.

Operator

Thank you. That concludes the meeting. You may now disconnect.

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