This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult with your investment dealer, broker, lawyer or other professional advisor. This docu

This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should

consult with your investment dealer, broker, lawyer or other professional advisor. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. If you have questions,

you may contact Canopy Growth s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by telephone at

1-877-657-5857 (toll free in North America) or 1-416-867-2272 (collect outside North America) or by email at contactus@kingsdaleadvisors.com or Canopy Growth s Investor Relations group at 1-855-558-9333 x 122 or invest@canopygrowth.com.

Notice of Annual and Special Meeting of Shareholders and

Management Information Circular

Canopy Growth Corporation

Smiths Falls Campus (White Building)

Smiths Falls, Ontario K7A 0A8

Dated August 22, 2018

The Board of Directors unanimously supports the proposed transactions discussed in the enclosed

management information circular and recommends that shareholders vote FOR the Transaction Approval Resolution.

Message to Shareholders

Canopy Growth Corporation (the Corporation ) is pleased to invite you to join us at our annual general and special meeting of

shareholders (the Meeting ). The Meeting will be held at the Corporation s Smiths Falls Campus, in the White Building, 1 Hershey Drive, in Smiths Falls, Ontario K7A 0A8 on September 26, 2018 at 1:00 p.m. (Ottawa time).

The accompanying management information circular (this 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.

At the Meeting, shareholders will be asked to consider an additional equity investment in the Corporation by an affiliate of Constellation Brands, Inc.

As previously announced, on November 2, 2017, Greenstar Canada Investment Limited Partnership

( Greenstar ), an affiliate of Constellation, made an investment in the Corporation of $244,990,084.25 on a private placement basis in exchange for: (i) 18,876,901 common shares in the capital of the Corporation (the Common

Shares ) and (ii) 18,876,901 Common Share purchase warrants (the 2017 Warrants ).

As announced on August 15, 2018,

Constellation, through its affiliate CBG Holdings LLC ( CBG ), has committed to making an additional investment in the Corporation of C$5.079 billion on a private placement basis (the Investment ) in exchange

for (i) 104,500,000 Common Shares, and (ii) 139,745,453 Common Share purchase warrants (the 2018 Warrants ). CBG is acquiring the Investment Common Shares at a price of C$48.60 per share, which represented a 37.9% premium to the 5-day volume weighted average price of the Common Shares on the Toronto Stock Exchange and a 51.2% premium to the closing price on August 14, 2018. If exercised, the 2018 Warrants would provide for at least an

additional C$4.459 billion to the Corporation.

In addition to the Investment, shareholders will be asked to approve matters ancillary to the

Investment, including certain agreements and the election of new directors (such matters being collectively referred to as the Transaction ).

If the Transaction is completed, Constellation will indirectly hold an approximate 38% equity interest in the Corporation upon closing assuming full

exercise of the 2017 Warrants and 55% assuming full exercise of the 2017 Warrants and 2018 Warrants, as more particularly described in the accompanying Circular.

The Investment, the largest to date in the cannabis space, marks a significant expansion of Constellation s strategic partnership with the

Corporation and will provide funds which Canopy Growth intends to deploy to strategically build and/or acquire key assets needed to establish global scale in the nearly 30 countries pursuing a federally permissible medical cannabis program, while

also rapidly laying the global foundation needed for new recreational cannabis markets. We believe the Investment will position the Corporation as the global leader in cannabis production, branding, intellectual property and retailing.

The Board of Directors of the Corporation (the Board ), after consultation with its legal and financial advisors, unanimously determined

that the Transaction is in the best interests of the Corporation and is fair to Shareholders (other than Constellation and its affiliates). The Board unanimously recommends that Shareholders vote FOR the resolution approving the Transaction.

The recommendation of the Board is based on various factors described more fully in the accompanying

The enclosed documents also describe the Transaction and related matters in more detail and set forth the actions to be taken by you at

the annual and special meeting.

The Transaction is subject to approval by not less than a majority of the votes cast by shareholders (excluding

Common Shares beneficially held by Constellation and its directors and officers, or over which Constellation or its directors and officers exercise control or direction, including the Common Shares held by Greenstar), obtaining regulatory approvals

under the Competition Act (Canada) and Investment Canada Act, and other customary closing conditions described in the accompanying Circular.

Your participation in the Meeting is important to us. We encourage all shareholders to take the opportunity to read the accompanying Circular in advance

of the Meeting as it details information that will assist you in exercising your right to vote as a shareholder.

Registered shareholders can

exercise their right to vote on the business before the Meeting by either attending in person or by completing and submitting a proxy. Instructions on how to vote by proxy are included in the accompanying Circular.

Non-registered shareholders, including those who hold Common Shares through a brokerage account, will receive a

voting instruction form that can be used 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.

If you have questions or need assistance with the completion and

delivery of your proxy, you may contact the Corporation s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by telephone at 1-877-657-5857 (toll free in North America) or 1-416-867-2272 (collect outside

North America) or by email at contactus@kingsdaleadvisors.com.

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

Registered Shareholders

If your common shares (the Common Shares ) of the Canopy Growth Corporation (the

Corporation ) are registered in your own name, you are a registered shareholder of the Corporation (a Shareholder ). You will have received a form of proxy from the Corporation s transfer agent, Computershare

Investor Services Inc. Complete and sign your form of proxy and mail your form of proxy in the postage-paid envelope provided. To vote in person at the annual and special meeting of Shareholders (the Meeting ), see page 14 of the

management information circular (the Circular ).

Non-Registered Shareholders

If your Common Shares are held in the name of a nominee (securities broker, trustee

or other financial institution), you are a non-registered Shareholder. You will have received a request for voting instructions from your broker or other nominee. Follow the instructions on your voting

instruction form to vote by telephone, Internet or complete and sign the voting instruction form and mail in the postage-paid envelope provided. To vote in person at the Meeting, see page 14 of the Circular.

Notice of Annual and Special Meeting of Shareholders (the Meeting )

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of shareholders (collectively, the Shareholders or individually, a

Shareholder ) of Canopy Growth Corporation (the Corporation ) will be held as follows:

Business of the Meeting

the Meeting, Shareholders will be asked to:

A form of proxy and a Circular accompany this Notice.

Shareholders who are unable to be present in person at the Meeting are requested to complete and sign the enclosed form of proxy and return it in the

envelope provided or mail the proxy form to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, Canada, M5J 2Y1 or send the proxy form by facsimile to 1-866-249-7775 within Canada and the United States or

416-263-9524 from all other countries. Proxy forms must be received not later than 1:00 p.m. (Toronto time) on September 24, 2018. The chair of the Annual and

Special Meeting has the discretion to accept or reject any late proxies, and can waive or extend the deadline for receiving proxy voting instructions without notice. If you have any questions relating to the meeting, please contact Kingsdale

Advisors by telephone at 1-877-657-5857 toll free in North America or 416-867-2272 outside of North America or by email at contactus@kingsdaleadvisors.com. For additional inquiries, you may contact the Corporation s Investor Relations group at 1-855-558-9333 x 122 or invest@canopygrowth.com.

Dated August 22, 2018

By order of the Board of Directors

Co-Chief Executive Officer and Chairman of the Board

CANOPY GROWTH CORPORATION

MANAGEMENT INFORMATION CIRCULAR

information in this management information circular ( Circular ) is current as of August 22, 2018 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 Common Shares ) in connection with the solicitation of proxies to be voted at the Annual and Special Meeting of the Shareholders to be held on Wednesday,

September 26, 2018 (the Meeting ) at the time and place and for the purposes set out in the Notice of Meeting and at any adjournment or postponement thereof.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

statements in this Circular contain forward-looking statements and forward-looking information (collectively, forward-looking statements ) within the meaning of the United States Private Securities Litigation Reform Act of 1995 and

within the meaning of applicable Canadian securities legislation respectively. Often, but not always, forward-looking statements can be identified by the use of words such as plan , expect , is expected ,

intend , believe , anticipate , estimate , or variations of such words and phrases (including negative and grammatical variations) or state that certain actions, events, or results may ,

could , would , might , or will be taken, occur, or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or

achievements of the Corporation to differ materially from those anticipated in the forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and

specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Such forward-looking statements in this Circular speak only as of the date of this Circular.

Forward-looking statements in this Circular, but are not limited to, statements with respect to the timing and completion of the proposed transaction, shareholder approval of the proposed transaction, applicable government and regulatory approvals

of the proposed transaction and the timing of any applications and filings in respect thereof, anticipated use of proceeds and investments in respect of cash on hand, exercise by Constellation Brands Inc. of any warrants, benefits from the proposed

transaction, similarities between the cannabis and total beverage alcohol categories, the impact of covenants in favour of the Corporation, future expansion efforts, the leadership of the Corporation in the cannabis industry, the impact of the

transaction on the Corporation s market position, the composition of the Corporation s management team and board of directors, the location of the Corporation s headquarters, future operational and production capacity and

requirements, the impact of any enhanced infrastructure and production capabilities, cash on hand following the transaction, assumptions in respect of the outstanding convertible notes issued by the Corporation, assumptions in respect of the share

capital and convertible securities of the Corporation, future success and anticipated available product selection.

By their very nature, these

statements require the Corporation to make assumptions and are subject to inherent risks and uncertainties, general and specific, which may cause actual results to differ materially from the expectations expressed in the forward-looking statements.

Some of the risks and other factors which could cause actual results to differ materially from those expressed in the forward-looking statements contained in Circular include, but are not limited to, the factors included under the heading