Charlotte's Web (CWBHF) Proxy filing summary

Executive summary

• Announced a transaction with BT DE Investments, Inc. (BAT), involving conversion of a C$75.3M debenture and a US$10M equity investment to strengthen the balance sheet and support near-term priorities, including anticipated CMMI Medicare pilot program participation.

• The transaction eliminates approximately US$65M of total debt, stops interest accrual, and increases liquidity, resulting in no long-term debt and a simplified equity structure.

• The transaction is expected to close on or about May 28, 2026, subject to shareholder and TSX approval.

• Proceeds will support participation in the CMMI Medicare pilot program and other strategic initiatives.

• Forward-looking statements highlight anticipated benefits, use of proceeds, and risks related to regulatory approvals and market conditions.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the transaction at the annual general and special meeting scheduled for on or about May 28, 2026.

• An information circular and proxy statement will be delivered to shareholders in advance of the meeting.

Board of directors and corporate governance

• BAT will have the right to nominate directors in line with its pro rata equity ownership, with a minimum of two directors as long as it holds at least 10% equity.

• The amended investor rights agreement restricts certain equity issuances and indebtedness and modifies BAT's top-up rights.

• BAT's director nomination rights do not confer management or operational control, which remains with the board and executive management.