Notice of Meeting and Management Information Circular for the Annual General Meeting of Shareholders to be held on

Management Information Circular

Annual General Meeting of Shareholders

Dated as of August 8, 2019

Canopy Growth Corporation (the Corporation ) is pleased to invite you to join us at our annual general meeting of shareholders (the Meeting ). The Meeting will be held at the Jane Mallett Theatre,

St. Lawrence Centre for the Arts, 27 Front Street East, Toronto, Ontario, M5E 1B4 on September 17, 2019 at 10:00 a.m. (Toronto time).

The accompanying management information circular (the Circular ) contains important information about voting on the business to be transacted at the Meeting, the director nominees, our Board of Directors and its

committees, our governance practices, and how we compensate our directors and executives.

We encourage you to take

the time to consider these matters and to exercise your vote, either at the Meeting or by completing and sending in your proxy or voting instructions. The use of the enclosed forms is described in the accompanying Circular.

We look forward to seeing you at the Meeting. Here s to Future Growth.

CANOPY GROWTH CORPORATION

Notice of Annual General Meeting of Shareholders

To be held on September 17, 2019 at 10:00 a.m. (Toronto time)

NOTICE IS HEREBY GIVEN that the annual general meeting (the Meeting ) of shareholders (the

Shareholders ) of Canopy Growth Corporation (the Corporation ) will be held at the Jane Mallett Theatre, St. Lawrence Centre for the Arts, 27 Front Street East, Toronto, Ontario M5E 1B4 on September 17, 2019 at

10:00 a.m. (Toronto time) for the following purposes, as more particularly described in the attached management information circular (the Circular ):

As permitted by Canadian securities regulators, the

Corporation is sending meeting-related materials to Shareholders using notice-and-access provisions provided for under National Instrument 54-101 Communication with Beneficial Owners of

Securities of a Reporting Issuer. This means that, rather than receiving paper copies of the Meeting materials in the mail, Shareholders will have access to them online.

All Shareholders entitled to receive the Meeting materials will receive a notice-and-access notification (the N&A

Notice ) along with a form of proxy. In addition, the package will include a form to request copies of the Corporation s annual and/or interim financial statements and related and the management s discussion and analysis

Electronic copies of this notice, the Circular, a form of proxy, the N&A Notice, the audited

consolidated financial statements of the Company for the financial year ended March 31, 2019 and 2018 and the related MD&A will be available on the Company s website at

https://www.canopygrowth.com/investors/investor-events/annual-general-meeting-19/ and under the Company s profile on SEDAR at www.sedar.com. Shareholders are reminded to review these online materials when

voting. Electronic copies of the Meeting materials will be available on the Company s website for a period of one year. For more information about the notice-and-access procedures, please call Broadridge Investor Communication Solutions at

Shareholders may choose to receive paper copies of the Meeting materials by mail at no cost. In order for Shareholders to

receive the paper copies of the Meeting materials in advance of any deadline for the submission of voting instructions and the date of the Meeting, it is recommended that requests be made as soon as possible but not later than September 6, 2019. If

the current materials, please note that another Voting Instruction Form will

not be sent; please retain your current one for voting purposes.

Request materials from Broadridge Investor

Communication Solutions, as follows: via the internet at www.proxyvote.com, or, by calling Toll Free, within North America at 1-877-907-7643, or direct, from Outside of North America at (905) 507-5450, and entering your control number as indicated

on your Voting Instruction Form.

The Board has fixed the close of business on August 8, 2019, as the record date

(the Record Date ) for determining Shareholders entitled to receive notice of and to vote at the Meeting and any adjournment or postponement thereof. Only Shareholders whose names have been entered in the register of Shareholders

at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

Shareholders are invited to attend the Meeting. In order for a registered Shareholder to be represented by proxy at the Meeting,

the Shareholder must complete and submit the enclosed form of proxy or other appropriate form of proxy. Completed forms of proxy must be received by Computershare Investor Services Inc., the transfer agent of the Corporation, at 100 University Ave.,

8th Floor, Toronto, Ontario M5J 2Y1 attention Proxy Department in the enclosed envelope, not later than 10:00 a.m. (Toronto time) on September 13, 2019 (or in the event of an adjournment or postponement of the Meeting, 48 business hours before the

time of the adjourned or postponed Meeting (excluding Saturdays, Sundays and holidays)) or may be accepted by the Chairman of the Meeting prior to the commencement of the Meeting. Shareholders may also vote online or by phone, as further detailed in

the Circular and form of proxy. Late forms of proxy may be accepted or rejected by the Chair of the Meeting in their discretion, and the Chair is under no obligation to accept or reject any particular late form of proxy.

Non-registered Shareholders should use the enclosed voting instruction form to provide voting instructions. The voting

instruction form contains instructions on how to complete the form, where to return it to and the deadline for returning it. It is important to read and follow the instructions on the voting instruction form in order to have your vote count.

By order of the Board of Directors

Dated August 8, 2019

Chief Executive Officer

CANOPY GROWTH CORPORATION

MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL GENERAL MEETING

OF SHAREHOLDERS TO BE HELD ON SEPTEBMER 17, 2019

All information in this management information circular ( Circular ) is current as of August 9, 2019 and all

currency amounts are expressed in Canadian dollars, unless otherwise indicated, and where used herein the terms Corporation , Canopy Growth , Canopy , as well as terms such as we ,

us , our , refer to Canopy Growth Corporation, together with its subsidiaries, unless otherwise indicated or the context otherwise requires.

This Circular is being sent by the management of the Corporation to the holders (the Shareholders ) of the

Corporation s common shares (the Shares ) in connection with the solicitation of proxies to be voted at the annual general meeting (the Meeting ) of the Shareholders to be held on Tuesday, September 17, 2019 at the

time and place and for the purposes set out in the Notice of Meeting and at any adjournment or postponement thereof.

INFORMATION CONCERNING THE MEETING

Time, Date And Place

The Meeting will be held at the Jane Mallett Theatre, St. Lawrence Centre for the Arts, 27 Front Street East, Toronto, Ontario,

M5E 1B4 at 10:00 a.m. (Toronto time) on September 17, 2019.

The record date for determining the Shareholders entitled to receive notice of and to vote at the Meeting is August 8, 2019 (the

Record Date ). Only Shareholders of record as of the close of business (Toronto time) on the Record Date are entitled to receive notice of and to vote at the Meeting. The failure of any Shareholder who was a Shareholder on the

Record Date to receive notice of the Meeting does not deprive the Shareholder of the right to vote at the Meeting.

As permitted by Canadian securities regulators, the Corporation is sending meeting-related materials to Shareholders using

notice-and-access provisions provided for under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer ( NI 54-101 ). This means

that, rather than receiving paper copies of the Meeting materials in the mail, Shareholders will have access to them online.

All Shareholders entitled to receive the Meeting materials will receive a notice-and-access notification (the N&A Notice ) along with a form of proxy. In addition, the package will include a form to request

copies of the Corporation s annual and/or interim financial statements and related and the management s discussion and analysis ( MD&A ).

Electronic copies of the Notice of Meeting, this Circular, a form of proxy, the N&A Notice, the audited consolidated

financial statements of the Company for the financial year ended March 31, 2019 and 2018 and the related MD&A will be available on the Company s website at

https://www.canopygrowth.com/investors/investor-events/annual-general-meeting-19/ and under the Company s profile on SEDAR at www.sedar.com. Shareholders are reminded to review these online materials when

voting. Electronic copies of the Meeting materials will be available on the Company s website for a period of one year.

Shareholders may choose to receive paper copies of the Meeting materials or obtain further information about notice-and-access by

contacting the Corporation at the toll-free number 1-855- 558-9333 ext. 122. In order for Shareholders to receive the paper copies of the Meeting materials in advance of any deadline for the submission of voting instructions and the date of the

Meeting, it is recommended to contact the Corporation at the number above as soon as possible but not later than September 6, 2019.

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of

proxies by the management of the Corporation for use at the Meeting, to be held on September 17, 2019, at the time and place and for the purposes set forth in the accompanying Notice of Meeting. It is expected that the solicitation will

primarily be by mail. Proxies may also be solicited personally or by telephone by regular employees of and by agents engaged by the Corporation at nominal cost. The cost of solicitation will be borne by the Corporation. Except as otherwise stated,

the information contained herein is given as of the Record Date.

If you are a registered Shareholder as of the Record Date, you are entitled to attend the Meeting and cast a vote for Shares

registered in your name to approve the matters described in the Notice of Meeting. If the Shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf, but documentation indicating such

officer s authority should be presented at the Meeting. If you are a registered Shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxyholder to vote in

accordance with your instructions. If your Shares are registered in the name of a broker, bank, trust company, investment dealer or other financial institution (each, an Intermediary ) you should refer to the section entitled

Beneficial Shareholders set out below.

Voting by Registered Canopy Shareholders

As a registered Shareholder you can vote your Shares in the following ways:

Appointment of Proxies

If you do not come to the Meeting, you can still make your votes count by appointing someone who will be there to act as your

proxyholder at the Meeting. You can appoint the persons named in the enclosed form of proxy, who are each a director or an officer of the Corporation. Alternatively, you can appoint any other person to attend the Meeting as your proxyholder.

Regardless of who you appoint as your proxyholder, you can either instruct that appointee how you want to vote or you can let your appointee decide for you. You can do this by completing a form of proxy. In order to be valid, you must return the

completed form of proxy during business hours on September 13, 2019, to the Corporation s transfer agent, Computershare Trust Company of Canada ( Computershare ), by courier or by hand delivery at its offices at 8th Floor, 100

University Avenue, Toronto, ON M5J 2Y1, by toll free North American phone number 1-866-732-8683, fax number 1-866-249-7775, by international fax number 416-263-9524, or online at www.investorvote.com. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her

discretion, without notice.

Appointing a Proxyholder

The persons named in the enclosed form of proxy are each a director or an officer of the Corporation. A Shareholder who wishes

to appoint some other person to represent such Shareholder at the Meeting may do so by crossing out the name on the form of proxy and inserting the name of the person proposed in the blank space provided in the enclosed form of proxy. Such other