Charlotte's Web (CWBHF) Proxy filing summary

Voting matters and shareholder proposals

• Proposal to set the number of directors at six, with board recommendation to vote in favor.

• Election of six director nominees, all recommended by the board.

• Appointment of PKF O'Connor Davies LLP as auditors for the ensuing year, with authorization for the board to set their remuneration.

• Approval of an amendment to a C$75,341,080 convertible debenture held by BT DE Investments Inc. (a British American Tobacco subsidiary), including potential issuance of common shares that could materially affect control of the company and result in issuance of more than 25% of outstanding shares.

• Other business may be addressed as properly brought before the meeting or any adjournment.

Board of directors and corporate governance

• Six director nominees are presented for election, with individual recommendations for each.

Audit committee and external auditor matters

• PKF O'Connor Davies LLP proposed as external auditors for the next year, with board authorized to set their pay.