Charlotte's Web (CWBHF) Proxy filing summary

Executive summary

• A $10 million equity investment by BT DE Investments Inc. (BAT) will be made at a minimum price of C$0.94 per share, with a maximum of 14,760,638 shares to be issued, expected to close around May 28, 2026.

• Concurrently, BAT will convert a C$75.3 million convertible debenture into 95,281,277 common shares at C$0.94 per share, raising BAT's ownership to approximately 40.8% of the company on a non-diluted basis.

• The total equity commitment from BAT, including the new investment and debenture conversion, is approximately C$103 million (US$75 million).

• The proceeds are earmarked to support participation in the CMS Innovation Center program, or, if that does not proceed, to sustain medical channels or other operational needs, but not for dividends, buybacks, or extraordinary compensation.

Voting matters and shareholder proposals

• Shareholder approval is required for the investment and related transactions, with a special meeting to be held within 70 days of the agreement.

• The board will recommend shareholders vote in favor of the resolutions, and a proxy statement will be filed with the SEC.

Board of directors and corporate governance

• BAT will have the right to nominate directors proportional to its equity ownership, with a minimum of two nominees as long as it holds at least 10% of the company.

• BAT's nomination rights terminate if its ownership falls below 10%.

• BAT will have board observer rights and representation on board committees, subject to independence and expertise requirements.