Charlotte's Web Holdings Inc (CWBHF)

[Deetew]

Proportional Voting Shares
CWEB officially has 17,247,246 common shares outstanding plus 188,816.57 Proportionate Voting Shares (PVS) convertible at 400:1, for an effective equivalent of 92,773,474 Common Shares (17,247,246 + (188,815.57 X 400)). Proportional Voting Shares are employed to maintain Foreign Private Issuer status with the SEC by reducing the absolute number of shares held by US persons. As an American company listed on a Canadian stock exchange this provides simplified regulatory reporting. Without that status we would be required to report and file in both Canada and the US which would be overly expensive and burdensome. Proportional Voting Shares are not Super Voting Shares, meaning the effective voting and economic interest of the holders are unchanged. Proportional Voting Shares (PVS) are immediately converted into common shares at the time of a trade in the market.

The PVS are under a 180 day lockup and will become freely tradeble in February.

Fully diluted shares would include Common Stock and Common Stock Equivalents plus any options or warrants that are outstanding. Our fully diluted number would be 106,545,416.