Code of Business Conduct and Ethics

CODE OF BUSINESS CONDUCT AND ETHICS
Effective May 27, 2021 Version 4.0
Canopy Growth Corporation (the “Company” or “Canopy”) conducts its business in strict compliance with both the letter
and spirit of all applicable laws and in full adherence with the highest standards of business integrity and ethics. Ethical
business conduct as described in this Code of Business Conduct and Ethics (the “Code”) is part of all our dealings with our
colleagues, customers, suppliers, licensors, licensees, investors and the general public. This Code is intended to promote
that conduct in conjunction with the Company’s Disclosure Policy (the “Policy”).
1. General
The Code applies to the directors, officers (which term shall include executive officers) and employees (which term shall
include consultants and contractors working for the Company under services agreements) of the Company and its
subsidiaries. Directors, officers and employees are responsible for reading, understanding and complying with the Code.
The Code is not meant to be a complete listing of ethics and business conduct covering every eventuality. Consequently,
if a director, officer or employee is confronted with a situation where further guidance is required, the matter should be
discussed with your supervisor or a member of the Canopy management team. If the matter cannot be resolved, it must
be referred to the Chief Executive Officer or the Company’s outside legal counsel and Corporate Secretary, who have
overall responsibility to provide guidance and ensure all enquiries and issues are addressed in a timely manner.
Nothing in this Code altersthe terms and conditions of an employee’s employment orservice provider arrangement.
This Code is meant to supplement and not replace any operating procedures or policies adopted by the Company or its
subsidiaries in connection with their respective obligations under the Cannabis Act as well as any other laws applicable to
the Company’s operations with respect to the growth, cultivation, production, manufacture and sale of cannabis.
Canopy is committed to conducting its business affairs in compliance with all applicable laws, statutes, rules, regulations
and stock exchange policies and expects directors, officers and employees acting on its behalf to do likewise. In addition,
business dealings among directors, officers and employees, and by directors, officers and employees, with shareholders,
customers, suppliers, licensors, licensees, community organizations and governmental and regulatory authorities must be
based on principles of honesty, integrity and the ethical standards outlined in the Code.
2. Reporting Violations
Directors, officers and employees are expected not only to comply with various laws, statutes, rules, regulations, stock
exchange policies and the Code’s ethical standards but are expected to report situations of non-compliance with respect
to this Code of which they become aware. Beyond instances of non-compliance, directors, officers and employees may
also report concerns relating to ethics and business conduct.
If any director, officer or employee chooses to remain anonymous, every effort will be made to respect this request. No
one will be punished for asking about possible breaches of law, regulation or company policy.
It is corporate policy not to take any action against a director, officer or employee who reports in good faith regardless of
whether or not the report proves to be accurate. Any allegation of a reprisal will be investigated. Canopy has adopted a
Whistleblower Protection Policy, a copy of which may be obtained via LumApps.
Any report can be made to Canopy’s Chairman of the Board, Chief Executive Officer or Corporate Secretary. In addition,
violations can be reported pursuant Whistleblower Protection Policy.
3. Disciplinary Matters
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A failure to comply with the Code may result in disciplinary actions up to and including termination of employment.
Canopy’s Board of Directors (the “Board“) shall determine or designate appropriate persons to determine, appropriate
actions to be taken in the event of violations of the Code. Such actions shall be reasonably designed to deter wrongdoing
and to promote accountability for adherence to the Code. In determining what action is appropriate in a particular case,
the Board or such designee shall take into account all relevant information, including the nature and severity of the
violation, whether the violation was intentional or inadvertent, the extent of the likely damage to the Company and its
shareholders resulting from the violation and whether the individual has committed previous violations of the Code or
another policy, if any, of Canopy concerning ethical behavior.
The Board will provide written notice to an individual involved in the violation stating that the Board or such designee has
determined that there has been a violation and indicate the action to be taken by the Board against the individual.
4. Integrity of Records and Compliance with Sound Accounting
Accuracy and reliability in the preparation of all business records is of critical importance to the decision-making process
and to the proper discharge of financial, legal and other reporting obligations. All business records, expense accounts,
invoices, bills, payroll and employee records and other reports are to be prepared with care and honesty. False or
misleading entries are not permitted in Canopy’s books and records. All of Canopy’s assets and liabilities are to be
recorded in compliance with the Company’s accounting and internal control procedures.
5. Protection and Proper Use of Assets
All directors, officers and employees have a responsibility to protect Canopy’s assets against loss, theft, abuse
and unauthorized use or disposal. Canopy’s assets should only be used for legitimate business purposes.
The term “Canopy’s assets” refers to all property whether tangible, intangible or electronic in form, which includes
Canopy’s products, inventory, equipment, office supplies, facilities, vehicles, computers and software, intellectual
property, including but not limited to proprietary information, trade secrets and confidential information.
6. Confidentiality
During the normal course of business, directors, officers and employees will have access to business and information
records of a confidential nature. In some cases, the information may affect the value of Canopy’s shares or those of
another company. Such confidential business information is not to be disclosed externally or used as a basis for trading in
shares.
The confidential nature of any such information could include information developed by other employees or information
acquired from outside sources, sometimes under obligations of secrecy. Directors, officers and employees are expected to
utilize such information exclusively for business purposes and this information must not be disclosed externally without a
confidentiality agreement and/or the prior approval of the Chief Executive Officer, Chairman or Lead Director (if one is
elected).
In cases where information or records are obtained under an agreement with a third party, such as license agreements or
technology purchases, employeesmust ensure thatthe provisions ofsuch agreements are strictly adhered to so that Canopy will
not be deemed to be in default. Unauthorized disclosure or use of information or records associated with these agreements
could expose the employee involved and/or Canopy to serious consequences.
Nothing contained in Section 6 of this Code limits Canopy’s directors, officers, employees and consultants’ ability to file a
charge or complaint with a governmentalregulatory agency and nothing herein limitstheir ability to communicate with any
such agencies or otherwise participate in any investigation or proceeding that may be conducted by any such agency,
including providing documents or other information, without notice to Canopy.
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7. Conflict of Interest
Directors, officers and employeesshould not engage in conduct, which is harmful to the Company or itsreputation.
All directors, officers and employees have an obligation to be free of conflicting interests when they represent
the Company in business dealings or are making recommendations which could influence the Company’s
subsequent actions.
In general terms, a conflict of interest would exist when an obligation or situation arising from the personal activities or
financial affairs of a director, officer or employee, may adversely influence their judgment in the performance of their
duties to Canopy. It should be understood that the conflicting interest referred to throughout this section may be direct or
indirect. For example, the interest may be that of the director, officer, employee, a family member, a relative, or a
business enterprise in which any of these individuals has an interest, financial or otherwise. Conflicts of interest may
include:
A. Financial Interests: a conflict of interest will likely exist when a director, officer or employee who is able to influence
business with Canopy, owns, directly or indirectly, a beneficial interest in an organization which is a competitor of Canopy,
or which has current or prospective business as a supplier, licensors, licensees, customer, or contractor with Canopy.
A conflict is not likely to exist, however, where the financial interest in question consists of shares, bonds or other
securities of a company listed on a securities exchange and where the amount of this interest is less than one percent
of the value of the class of security involved.
B. Outside Work: a conflict of interest will likely exist when a director, officer or employee, directly or indirectly, acts as a
director, officer, employee, consultant, or agent of an organization that is a competitor of Canopy, or which has current or
prospective business as a supplier, licensors, licensees, customer or contractor with Canopy. Similarly, a conflict of interest
may exist when an employee undertakes to engage in an independent business venture or to perform work or services for
another business, civic or charitable institution to the extent that the activity involved prevents such employee from
devoting the time and effort to the conduct of Canopy’s business, which the employee’s position requires.
If a director, officer or employee has an agreement with Canopy with respect to non-competition and/or non-solicitation,
such agreement shall govern only to the extent of any conflict between this Code and such agreement.
C. Gifts or Favours: a conflict of interest will arise when a director, officer or employee, either directly or
indirectly, solicits and/or accepts any gift or favour from an organization which is a competitor of Canopy,
or which has current or prospective business with Canopy as a customer, supplier, licensors, licensees or contractor.
In such cases, the acceptance or prospect of gifts or favors may tend to limit or give the appearance of limiting
the director-, officer- or employee-recipient from acting solely in the best interests of Canopy in dealings with
these organizations.
For this purpose, a “gift” or “favour” includes any gratuitous service, loan, discount, money or article of value.
It does not include loans from financial institutions on customary terms; articles of nominal value normally used
for sales promotion purposes; or ordinary business meals or reasonable entertainment consistent with local social
or business customs.
D. Trading with Canopy: a conflict of interest may exist when a director, officer or employee is directly or indirectly a party
to any business transaction with Canopy.
E. Misappropriation of Business Opportunities: a conflict of interest will exist when a director, officer or employee,
without the knowledge and consent of Canopy, appropriates for their own use, or that of another person or organization,
the benefit of any business venture, opportunity or potential about which the director, officer or employee may have
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learned or may have developed during the course of his/her association with Canopy. Employees, officers and directors
of Canopy are prohibited from: (i) taking for themselves personal opportunities that are discovered through the use of
corporate property, information or position; (ii) using corporate property, information, or position for personal gain;
and (iii) competing with Canopy.
In accordance with all applicable privacy legislation, Canopy respects the right of employees to privacy in their personal
activities and financial affairs. The prime purpose of this section of the Code is to provide guidance to directors, officers
and employees so that they can avoid situations in their personal activities and financial affairs, which are, or may appear
to be, in conflict with their responsibility to act in the best interests of Canopy.
Employees are requested to inform management and bring any potential or actual conflict of interest situation
to the attention of the Chief Executive Officer or Chairman for discussion, review and written approval, if required.
As soon as a director or officer becomes aware that he or she has a potential or actual conflict of interest situation he
or she must bring such conflict to the attention of the Board either in writing or in person at the next board meeting.
In respect of a conflicted officer, the Board shall determine whether the conflict is material or of sufficient concern to
necessitate termination of such officer’s involvement with Canopy. If not, the Board shall determine what, if any,
procedures shall be implemented to ensure that such officer’s potential or actual conflict does not interfere with his or
her duties to Canopy and that he or she is not part of any decision making process where his or her potential or actual
conflict could reasonably impair his or her ability to act in Canopy’s best interests.
In respect of directors, all directors must keep the Board informed of actual or potential conflicts so that the disinterested
Board members may adopt appropriate procedures in light of such actual or potential conflict. Without limiting the
foregoing, a director that has declared a potential conflict because he or she is (i) a party to a material contract or
transaction or proposed material contract or transaction with Canopy; or (ii) a director or an officer of, or has
a material interest in, any person who is a party to a material contract or transaction or proposed material contract or
transaction with Canopy, shall not attend any part of a meeting of the Board during which the contract or transaction is
discussed and shall not vote on any resolution to approve the contract or transaction unless the contract or transaction is:
(a) one that relates primarily to his or her remuneration as a director of Canopy or an affiliate thereof;
(b) one for indemnity or directors and officers liability insurance; or
(c) one with an affiliate of Canopy.
Public disclosure shall be made with respect to the material interest of any officer or director of Canopy in any material
agreement or proposed agreement between Canopy and that director or officer. The majority of disinterested directors
must consider the proper scope and nature of the disclosure.
8. Improper Business Payments
The following are deemed improper business payments and are therefore prohibited:
A. the offering or accepting of bribes, payoffs or kickbacks made directly or indirectly to obtain an advantage
in a commercial transaction or to influence any decision; and
B. the offering of gifts, gratuities, entertainment or other similar payments, except to the extent customary and
reasonable in amount and not in consideration for any improper action by the recipient.
In addition, the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), contains certain
prohibitions with respect to giving anything of value, directly or indirectly, to foreign government officials or certain other
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individuals in order to obtain, retain or direct business for or to any person. Accordingly, corporate funds, property or
anything of value may not be, directly or indirectly, offered or given by Canopy’s directors, officers and employees or an
agent acting on Canopy’s behalf to a government official or employee, employee or agent of a state-owned or controlled
enterprise, employee or agent of a public international organization, political party or official or any candidate for political
office, including any family member or household member of any of the above, for the purpose of influencing any act or
decision of such party of person or inducing such party or person to use his or her influence or to otherwise secure any
improper advantage, in order to assist in obtaining or retaining business for, or directing business to, any person. Please
refer to Canopy’s Anti-Bribery and Anti-Corruption Policy for details concerning compliance with the FCPA by Canopy’s
employees, agents and suppliers.
9. Laws, Statutes, Regulations and Stock Exchange Policies
Canopy is required to maintain compliance with various laws, statutes, rules, regulations and stock exchange policies
governing activities in the jurisdictions in which Canopy carries on business, including but not limited to the
Cannabis Act and the FCPA.
This Code does not seek to provide legal guidance for all laws, statutes, rules, regulations and stock exchange policies that
impact on the Company’s activities. There are, however, several items that warrant specific mention. These are listed
below along with some general guidelines for compliance.
A. Workplace Health and Safety Laws: Canopy is committed to create and maintain healthy and safe workplaces for its
people. Employees are expected to comply with all safety laws, regulations and Canopy policies (which may not
necessarily be a law or regulation).
B. Human Rights Legislation: Canopy does not discriminate on the basis of citizenship, race, colour, religion,
sex/pregnancy, age, place of origin, ethnic origin or ancestry, sexual orientation, gender identity or expression, disability,
veteran status, marital or family status, political affiliation, receipt of public assistance or any other factors prohibited by
federal, state/provincial, or local law. This policy applies to all terms and conditions of employment including but not
limited to hiring, placement, promotion, termination, layoff, transfers, leave of absence, compensation and training.
In addition, Canopy does not and will not condone any discriminatory conduct of its agents and non-employees who
have contact with employees during working hours.
Discrimination will not be tolerated. Any discrimination should be reported to the Chief Executive Officer or any member
of the Canopy management team.
C. Competition: Canopy is committed to the ideals of free and competitive enterprise. To comply with fair competition
laws, Canopy is required to make its own decisions on the basis of the best interests of Canopy and must do so
independent of agreements and understandings with competitors. Certain statutes and regulations prohibit certain
arrangements or agreements with others regarding product prices, terms of sale, division of markets, allocation of
customers and any other practice, which restrains competition.
D. Securities Laws: All directors, officers or employees must only trade in the shares of Canopy in strict compliance with
applicable securities laws. They must make themselves aware of matters pertaining to “insider trading” and the use of
non-public information. Insider trading is a violation of Canopy’s rules and is against the law.
Any director, officer or employee who possesses material, non-public information may not buy or sell Canopy securities
while such information remains non-public. These trading prohibitions apply to directors, officers at all levels and
employees. The prohibition on such trading is based on such information potentially providing an unfair advantage to
such director, officer or employee. You should consider information to be material if there is a reasonable prospect that
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an investor would consider the information to be important in arriving at a decision to buy, sell or hold Canopy securities.
If you have any questions about whether information is material or public, contact the General Counsel & Corporate
Secretary. In this regard, you must also be familiar with and act in accordance with the Policy and with the Company’s
Insider Trading Policy.
E. Stock Exchange Policies: As a corporation listed on the Toronto Stock Exchange (the “TSX”) and the Nasdaq Stock
Market (the “Nasdaq”), the Company is required to operate in strict compliance with the rules and policies of the TSX and
the Nasdaq. All directors, officers and employees are responsible to ensure compliance with TSX and Nasdaq policies
insofar as they impact upon their field of responsibility. Any officer or employee that is not aware whether or how the
policies of the TSX or the Nasdaq might impact on his or her role and responsibilities should discuss with his or her
supervisor and/or the Company’s external legal counsel. The TSX’s rules and policies are also available to the public at
www.TMX.com.
F. Health Canada Considerations: The Company and its subsidiaries are dependent on licenses granted by Health Canada
pursuant to the Cannabis Act. Accordingly, compliance with the Cannabis Act, the Controlled
Drugs and Substances Act, requirements of Health Canada and related laws and regulations is to be considered the top
operational priority for every director, officer and employee.
10. Amendment, Modification, Waiver and Termination of the Code
Canopy reserves the right to amend, modify, waive or terminate the rules, guidelines and policies associated with this
Code at any time for any reason.
Canopy will report any changes to this Code to the extent required by applicable regulatory authorities.
Any waiver of any provision of this Code made to any officer or director may only be made by the Board and any waiver
of any provision of this Code made to any employee, officer or director will be disclosed in accordance with the
regulations set forth by applicable regulatory authorities, including in accordance with Rule 5610 of the Listing Rules of the
Nasdaq Stock Market.
11. Public Company Reporting and Other Public Communication
As a public company, it is of critical importance that Canopy’sfilings and submissionsto securitiesregulatory authorities and
stock exchanges are timely and accurate. Depending on his or her position with Canopy, a director, officer or employee may
be called upon to provide necessary information to assure that Canopy’s public reports and documents filed with the
securities regulatory authorities and stock exchanges and other public communications by Canopy are full, fair, accurate,
timely and understandable. Canopy expects its directors, officers and employees to provide prompt, accurate answers to
inquiries related to Canopy’s public disclosure requirements.
All directors, officers and employees must, and must cause Canopy to comply with the system of disclosure controls and
procedures devised, implemented and maintained by Canopy to provide reasonable assurances that information required
to be disclosed by Canopy in reports that it files or submits under the rules and regulations of the securities regulatory
authorities or stock exchanges is properly authorized, executed, recorded, processed and reported. In this regard, you
must also be familiar with and act in accordance with the Policy.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by Canopy in the reports filed with the securities regulatory authorities or stock
exchanges is accumulated and communicated to Canopy’s management, as appropriate, to allow timely decisions
regarding required disclosure.
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12. Fair Dealing
Canopy competes for its business fairly. All directors, officers and employees must observe the highest standards of ethical
conduct in dealing with Canopy’s employees as well as the outside parties with which Canopy does business, including
customers, suppliers and competitors. None of the directors, officers and employees should take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any
other unfair dealing practice.
Responsibility for the periodic review and revision of this Code lies with Canopy’s board of directors.
A. Questions concerning the Code should be referred to the Chief Executive Officer, Chairman or Lead Director (if one is
elected).
B. Any reports of non-compliance with the Code or concerns relating to ethics and business conduct can be made to
Canopy’s Chair of the Board, Chief Executive Officer, or Corporate Secretary