Hello and welcome to Canopy Growth Corporation's Reconvened 2025 Annual General and Special Meeting of Shareholders that was adjourned on September 26, 2025. As further described in Canopy's press release dated September 26, 2025, 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 consideration for others, please limit yourself to one question. Questions must 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.
Thank you. Good afternoon and welcome to our reconvened 2025 Annual General and Special Meeting. I am David Lazzarato, Chair of the Board of Directors of Canopy Growth, and I'll 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'd like to start by introducing the current members of Canopy's board, in addition to myself, who are in attendance today: Luc Mongeau , our Chief Executive Officer, Theresa Yanofsky, and Shan Atkins . I would also like to introduce the following members of Canopy's management team who are in attendance today: Tom Stewar t, our Chief Financial Officer, and Christelle Gedeon , our Chief Legal Officer and Corporate Secretary. In addition, we are joined by Jeffrey Gittler 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.
Finally, Rita Gutierrez Fernandez 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 for today's meeting and in order for us to expediently undertake the business to be conducted at the meeting, we would request that registered shareholders or duly appointed proxy holders who have specific comments or questions on formal items of business submit their comments or 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 s uch 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 those questions at any time and we will 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 belief and opinions. Actual results may differ from these statements.
We would refer you to the 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 1, 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 30, 2025. 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 statements will occur as anticipated. The forward looking statements are made as of the date hereof and Canopy Growth 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.
Christelle Gideon will serve as secretary of the meeting. I hereby appoint Rita Gutierrez Fernandez from Broadridge to act as scrutineer. I will now open the business portion of the meeting. The quorum for the transaction of business at the meeting is the presence, in person or by remote communication or by proxy, duly authorized of the holders of 33⅓% of the outstanding common shares entitled to vote at the meeting. The scrutineer has advised me that prior to the meeting, proxies were received from the holders of a sufficient number of common shares to constitute a quorum.
Ms. Gideon has advised me that the notice calling this meeting, together with the proxy statement dated August 7, 2025, the form of proxy and the annual report for the financial year ended March 31, 2025, including the company's annual audited financial statements, the auditor's 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 of 08-01-2025, the record date for determining the shareholders entitled to receive notice and to vote at this meeting in accordance with the notice and delivery. Excuse me, the notice and access delivery procedures as provided under applicable securities laws. Additional copies of these materials are also available online in the company's SEDAR+ and EDGAR profiles. I will dispense with the reading of the notice of meeting.
Accordingly t he meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of the meeting received from Broadridge and the scrutineer's complete report on attendance be annexed to the minutes of the meeting. We'll begin by attending to the formal business of the meeting. We have five matters of formal business to conduct, the presentation of our fiscal 2025 financial statements, the Director Election Proposal, the PKF O’Connor Davies, LLP Reappointment Proposal, the Share Consolidation Proposal, and finally 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 of access and 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 online by online ballot for all matters. If, as a registered shareholder or 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 will 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 ballot will revoke your previously submitted vote. If you have already voted and 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 the 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 further additional few 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, f ollowing the presentation of the proposals to be voted on. T he results of this meeting will be publicly released and will be available on our website. It is 1:10 P.M. Toronto time on October 10, 2025, 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 Growth Corporation's audited consolidated financial statements at March 31, 2025, and March 31, 2024, and for each of the years in the three-year period ended March 31, 2025.
The financial statements, along with the auditor's report thereon, are available to shareholders for review and presentation under the Meeting Materials section of 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. No vote is required for the reception of these documents. Accordingly, I declare 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 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, Luc Mongeau, our Chief Executive Officer, Theresa Yanofsky, Shan Atkins, and Joe Behrn. The biographies of each nominee are set forth in the Proxy Statement. 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 second proposal is the PKF O’Connor Davies Reappointment Proposal, which is a proposal for the reappointment of the company's auditor and independent registered public accounting firm for the fiscal year 2026, and the authorization of the Company's Board of Directors, or any responsible committee thereof to fix PKF O’Connor Davies' 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 Share Consolidation Proposal, which is the proposal for the option of a special resolution of approving the amendment to the articles of the company, provided that the authorized capital of the company be altered by consolidating all of the issued and outstanding common shares and exchangeable shares of the company on the basis of a ratio to be determined by the board in its sole discretion within a range of 1 post-consolidation share for every 5 to 15 outstanding pre-consolidation shares, such amendment to become effective on such date and time.
The board may determine within one year of the date hereof, with the exact ratios to be set as a whole number within this range by the board in its sole discretion and applicable for both the common shares and exchangeable shares, and any fractional shares arising from the consolidation of the common shares and exchangeable shares will be deemed to have been tendered by the registered owner of the company for cancellation for no consideration as described in the proxy statement. 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 fourth 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 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. We will now proceed with the process for completing the voting on the items of the business of the meeting. Ms. Gideon, have any questions come in from shareholders specifically on any of the matters of formal business? .
Mr. Chair, I confirm that we have not received any questions from shareholders specifically on the matters of formal business.
Thank you. For those of you who have not 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 is not necessary to vote again on these ballots. There will be a short pause as we wait for the votes to be tabulated. It is 1:16 P.M. Toronto time on 10-10-2025 and the polls are now closed. Ms. Gideon, please review the tabulation report and provide the preliminary voting results.
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 presented by proxy at this meeting, all matters put to a ballot have been passed with the requisite shareholder approval. Accordingly, a s a result, I hereby declare each of the nominees for election as the director pursuant to the director election proposal have been elected, and each of the PKF O’Connor Davies, LLP reappointment proposal, the share consolidation 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.
Thank you, Ms. Gideon. There being no further business to come before the meeting, it is now 1:18 P.M. Toronto time and the annual general and special meeting is now adjourned. I want to thank you for attending today's meeting and for the support you have shown for Canopy Growth Corporation. We will now begin a brief question and answer session where our CEO, Luc Mongeau, will be answering questions submitted by shareholders. Tom Stewart, our CFO, will moderate the question and answer session.
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 conforms 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 w e will begin with the first question. We've received a question about the outlook of cannabis regulation reform in the U.S., Luc, would you like to take that question?
Thank you. You know, we're hearing a lot of news and rumors about possible rescheduling or changes in regulation in the U.S., and while this is very exciting, we're not going to speculate about potential dates that such rescheduling would happen. What's really important is that through our investment with CUSA , we are extremely well positioned. Canopy Growth is extremely well positioned to benefit, to take advantage of these potential changes in regulation. Thank you, Tom.
Thank you, Luc. There are no further questions at this time. This concludes the question and answer period of our call.
Thank you, Tom. And thank you all for joining us today and for your continued support of Canopy Growth Corporation. We look forward to sharing exciting new developments and products with you and our customers over the coming year. I will now pass the call back over to the operator.
That concludes the meeting. You may now disconnect.