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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
TO BE HELD ON NOVEMBER 22, 2022
MANAGEMENT INFORMATION CIRCULAR
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
OF SHAREHOLDERS (the "Notice")
NOTICE IS HEREBY GIVEN that an annual general
and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares (the "Common
Shares") of Akanda Corp. (the "Corporation") will be held at the offices of Dentons UK and Middle East LLP at
1 Fleet Pl, London EC4M 7RA, United Kingdom on Tuesday, November 22, 2022 at 2:00 p.m. (London time).
The Meeting is being held for the following purposes:
The accompanying information circular (the "Information
Circular") provides additional information relating to each of the matters to be addressed at the Meeting. Shareholders are directed
to read the Information Circular carefully and in full to evaluate the matters to be considered at the Meeting.
The record date for the determination of the Shareholders
entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is November 4,
2022 (the "Record Date"). Shareholders of the Corporation whose names have been entered in the register of shareholders
of the Corporation at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any
adjournment(s) or postponement(s) thereof.
If you are a Registered Shareholder
and are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof, please date, sign and return the accompanying
form of proxy (the "Proxy") for use at the Meeting or any adjournment(s) or postponement(s) thereof in accordance
with the instructions set forth in the Proxy and Information Circular. The Corporation's transfer agent recommends that shareholders vote
in advance of the Meeting.
If you are a Non-Registered Beneficial Shareholder,
a voting information form (also known as a VIF), instead of a form of proxy, may be enclosed. You must follow the instructions provided
by your intermediary in order to vote your Common Shares.
DATED at Toronto, Ontario this 1st day of November, 2022.
| BY ORDER OF THE BOARD | |
| (signed) "Tejinder Virk" | |
| Chief Executive Officer and Director |
("Akanda" or the "Corporation")
MANAGEMENT INFORMATION CIRCULAR
This management information circular (the "Information
Circular") is dated November 1, 2022 and is furnished in connection with the solicitation of proxies by and on behalf of
the management of the Corporation ("Management") for use at the annual general and special meeting (the "Meeting")
of shareholders of the Corporation (the "Shareholders") to be held at the offices of Dentons UK and Middle East LLP at
1 Fleet Pl, London EC4M 7RA, United Kingdom on Tuesday, November 22, 2022 at 2:00 p.m. (London time) for the purposes set out
in the notice of Meeting (the "Notice") accompanying this Information Circular.
Solicitation of Proxies
Solicitation of proxies for the Meeting will be
primarily by mail, the cost of which will be borne by the Corporation. Proxies may also be solicited personally by employees of the Corporation
at nominal cost to the Corporation. In some instances, the Corporation has distributed copies of the Notice, the Information Circular,
and the accompanying form of proxy (the "Proxy", and collectively with the Notice and Information Circular, the "Documents")
to clearing agencies, securities dealers, banks and trust companies, or their nominees (collectively "Intermediaries",
and each an "Intermediary") for onward distribution to Shareholders whose common shares in the capital of the Corporation
(the "Common Shares") are held by or in the custody of those Intermediaries ("Non-registered Shareholders").
Solicitation of proxies from Non-registered Shareholders
will be carried out by Intermediaries, or by the Corporation if the names and addresses of Non-registered Shareholders are provided by
Non-registered Shareholders who have received
the Documents from their Intermediary should, other than as set out herein, follow the directions of their Intermediary with respect to
the procedure to be followed for voting at the Meeting. Generally, Non-registered Shareholders will either:
If you are a Non-registered Shareholder, and the
Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities
have been obtained from your Intermediary in accordance with applicable securities regulatory requirements. By choosing to send the Documents
to you directly, the Corporation (and not your Intermediary) has assumed responsibility for (i) delivering the Documents to you,
and (ii) executing your proper voting instructions.
Appointment of Proxyholders
The persons named in the enclosed Proxy are directors
and/or officers of the Corporation. SHAREHOLDERS HAVE THE RIGHT TO APPOINT A PERSON TO REPRESENT HIM, HER OR IT AT THE MEETING OTHER
THAN THE PERSON[S] DESIGNATED IN THE PROXY either by striking out the names of the persons designated in the Proxy and by inserting
the name of the person or company to be appointed in the space provided in the Proxy or by completing another proper form of proxy and,
in either case, delivering the completed proxy to Endeavor Trust Corporation by: (i) mail or hand delivery to Endeavor Trust Corporation
at 702 - 777 Hornby Street, Vancouver, BC, V6Z 1S4; or (ii) by fax at 604-559-8908. Alternatively, you may vote by Internet at www.eproxy.ca
and clicking "Vote". All instructions are listed on the enclosed Proxy. Your proxy or voting instructions must be received in
each case no later than 2:00 p.m. (London time) on November 18, 2022 or, if the Meeting is adjourned, at least 48 hours (excluding
Saturdays, Sundays and statutory holidays in the Province of Ontario) before the beginning of any adjournment to the Meeting.
A Shareholder who has given a proxy pursuant to
this solicitation may revoke it at any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or
postponement(s) thereof at which the proxy is to be used:
Voting of Proxies and Discretion Thereof
Common Shares represented by properly executed
proxies in favour of persons designated in the printed portion of the enclosed Proxy WILL, UNLESS OTHERWISE INDICATED, BE VOTED FOR
THE ELECTION OF DIRECTORS, FOR THE RE-APPOINTMENT OF BF BORGERS CPA PC, AS THE AUDITORS OF THE CORPORATION AND FOR THE AUTHORIZATION OF
THE AUDIT COMMITTEE OF THE BOARD TO FIX THE AUDITORS' REMUNERATION AND TERMS OF ENGAGEMENT, FOR THE BY-LAW RESOLUTION AND FOR THE INCENTIVE
PLAN RESOLUTION. The Common Shares represented by the Proxy will be voted or withheld from voting in accordance with the instructions
of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted
upon, the Common Shares will be voted accordingly. The enclosed Proxy confers discretionary authority on the persons named therein with
respect to amendments or variations to matters identified in the Notice or other matters which may properly come before the Meeting. At
the date of this Information Circular, management knows of no such amendments, variations or other matters to come before the Meeting.
However, if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed Proxy to vote such
proxy according to their best judgment.
SECURITIES AND RECORD DATE
The voting securities of the Corporation consist
of an unlimited number of Common Shares and an unlimited number of preferred shares (the "Preferred Shares").
Pursuant to the by-laws of the Corporation, a
quorum for the transaction of business at the Meeting shall be not less than two person holding or representing by proxy not less than
10% of the votes attached to all shares entitled to be voted at the Meeting.
The close of business on November 4, 2022
will act as the record date (the "Record Date") for the determination of Shareholders entitled to receive notice of the
Meeting and any adjournment(s) or postponement(s) thereof. Accordingly, only Shareholders of record on the Record Date are entitled
to vote at the Meeting or any adjournment(s) thereof.
The registered holders of Common Shares are shown
on the list of Shareholders which is available for inspection during usual business hours at Endeavor Trust Corporation at 702 - 777 Hornby
Street, Vancouver, BC, V6Z 1S4 and at the Meeting. The list of Shareholders will be prepared not later than ten days after the Record
Date. If a person has acquired ownership of shares since that date, he, she or it may establish such ownership and demand, not later than
ten days before the Meeting, that his, her or its name be included in the list of Shareholders.
OF MATTERS TO BE ACTED UPON
Presentation of Financial Statements
The audited consolidated financial statements
of the Corporation for the year ended December 31, 2021, together with the auditors' report thereon and the related management's
discussion and analysis (the "MD&A"), will be presented to the Shareholders at the Meeting or any adjournment(s) or
postponement(s) thereof for their consideration.