{"url_path":"/sec/akan/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1888014/0001213900-26-066800-index.html","accession_number":"0001213900-26-066800","cik":"0001888014","ticker":"AKAN","issuer_name":"AKANDA CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1888014/0001213900-26-066800-index.html","primary_entity_key":"0001888014","primary_entity_name":"AKANDA CORP."},"word_count":4719,"has_tables":true,"body_markdown":"**ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND\nEMPLOYEES**\n\n** **\n\n**A.**\n**Directors and Senior Management**\n\n \n\nThe following table sets forth our directors and senior management,\ntheir age and the positions they held as of June 8, 2026.\n\n \n\n**Name**\n \n**Age**\n \n**Position **\n\nKatharyn Field\n \n42\n \nInterim Chief Executive\nOfficer and Executive Director\n\nGurcharn Deol\n \n56\n \nChief Financial Officer\n\nChristopher Cooper\n \n55\n \nDirector, and President\nof First Towers\n\nJatinder Dhaliwal(1)\n \n35\n \nDirector\n\nDavid Jenkins(1)\n \n43\n \nDirector\n\nUsama Chaudhry(1)\n \n34\n \nDirector\n\nFrancisco Juarez\n \n47\n \nVP and Chief Operating\nOfficer of First Towers\n\nEdgar Contreras\n \n52\n \nCountry Manager of First\nTowers\n\n  \n\n(1)\nIndependent Director.\n\n** **\n\n**Biographical Information**\n\n \n\nThe\nfollowing is a summary of certain biographical information concerning our executive officers and directors.\n\n** **\n\n**Katharyn\nField **has served as our Executive Director since July 2022 and Interim Chief Executive Officer since February 2023. Ms.\nField is also currently CEO and Chairman of Halo, a position she has held since June 2022. Ms. Field is currently a director of\nLogProstyle and since February 2025 has been President of iSpecimen Inc., which are both publicly traded companies. She is also CFO\nof Zequor, Inc., a private AI infrastructure company, since September 2025. From February 2020 to June 2022, Ms. Field served as the\npresident of Halo Collective Inc., a cannabis company, and from April 2019 through February 2020, she served as its Chief Strategy\nOfficer. Ms. Field’s resume includes positions at the Brookings Institution, from October 2005 to May 2009 and Bain &\nCompany from September 2011 to March 2013. In 2014, she entered the cannabis industry and led the procurement, build out, and sale\nof one of five original vertically integrated companies with state licenses in Florida. Subsequently, Ms. Field operated a strategy\nconsulting practice focused on cannabis and also worked at MariMed from May 2018 to January 2019 as Executive Vice President of\nCorporate Development. Ms. Field also completed an internship in the public liaison’s office of The White House during the\nGeorge W. Bush administration. Ms. Field holds an MBA from Columbia Business School and a BA with honors from Stanford\nUniversity.\n\n \n\n56\n\n \n\n \n\n**Gurcharn Deol** has\nserved as our Chief Financial Officer since December 4, 2023. Mr. Deol is a multi-industry executive with over 35 years of public company\nmanagement experience. Mr. Deol is currently a director of Green Battery Metals Corp, Trilogy AI Corp and Bayridge Resources Corp., which\nare all public companies trading on the Canadian Stock Exchanges. Mr. Deol’s recent experiences include being a director or in\nmanagement of numerous Canadian private and public companies including CEO of Bayridge Resources Inc., a director of Trilogy AI Corp\n(new name for Ambari Brands Inc.), Green Battery Minerals Inc., Argyle Resources Corp and Neotech Metals Inc. He has been involved in\ninitial IPOs being established which required taking private companies in Canada through the regulatory process of going public. Mr.\nDeol holds a B.A., M.A., PhD in Physiological and Counseling Psychology.\n\n \n\n**Christopher Cooper** has\nserved as one of our directors since April 2024. Mr. Cooper has over 20 years of business experience in all facets of corporate development,\nsenior management, finance and operations, in both the private and public sectors. His experience includes spearheading growth strategies,\nfinancial reporting, quarterly and annual budgets, overseeing corporate administration, while achieving company objectives and maintaining\ninternal cost controls. Mr. Cooper’s current primary occupation is a business consultant, and he serves as the president of Number\n2 Capital Corp. He is also a co-founder and director of First Towers and was its Chief Executive Officer until the First Towers Transaction.\nMr. Cooper has been serving as a director and CEO of Reparo Energy Partners Corp. since 2003, a director and CFO of Sweet Earth Holdings\nCorp since 2020, and an officer of Navco Pharmaceuticals Inc. since 2023. He has been the interim CEO of Shuttle Pharmaceuticals Holdings\nInc. (Nasdaq: SHPH) since March 2025 and became its Co-CEO in May 2026. Mr. Cooper presently serves as a director of the following publicly\ntraded companies: Planet Ventures Inc., Coloured Ties Capital, Manning Ventures Inc., Xcite Resources Inc., Atco Mining Inc., Starlo\nVentures Ltd., American Salars Lithium Inc., and Goldhaven Resources Corp. He has previously been a director of Bullion Gold Resources\nCorp., StartMonday Technology Corp., Anthem United Inc., Aroway Energy Inc., Edge Resources Inc., Fusion Gold Ltd., Harry Manufacturing\nInc., Inform Resources Corp., Leocor Ventures Inc., Magnitude Mining Ltd., Valens Groworks Corp., Level 14 Ventures Ltd., New Leaf Ventures\nInc., Savannah Minerals Corp., Global Helium Corp., and Spod Lithium Corp. Mr. Cooper was also a director of Counterpath Corporation\n(Nasdaq: CPAH) from 2005 to 2021, a Nasdaq listed company which was acquired by Alianza, Inc. in March 2021 for USD$25.6 million. Mr.\nCooper was a director of Alpha Lithium Corporation from 2018 to 2023, which was acquired by Tecpetrol in October 2023 for approximately\nCAD$313 million. Mr. Cooper received his Bachelor of Business Administration from Hofstra University and his Master’s in Business\nAdministration from Dowling College in New York.\n\n \n\n**Jatinder Dhaliwal**\nhas served as one of our directors and as a member of our Audit Committee, our Compensation Committee and our Nominating and Corporate\nGovernance Committee since July 2022. Mr. Dhaliwal is a registered pharmacist and has significant capital markets experience, having\nserved as CEO and director of multiple publicly traded cannabis companies. Mr. Dhaliwal is currently a director and Chief Executive and\nFinancial Officer at Binovi Technologies Corp., a position that he has held since January 2022; a director at LQR House Inc., a position\nthat he has held since August 2023; a director at Virpax Pharmaceutical Inc, a position that he has held since July 2024; was a director\nand Chief Executive at Kiaro Holdings Corp., a position that he held from August 2022 to May 2023; was a director at Makara Mining Corp.,\na position that he held from August 2021 to March 2022; a director and CEO at Global Health Clinics Ltd., a position that he has held\nsince March 2019; a director and CEO at EGF Theramed Health Corp., a position that he held from January 2022 to August 2022; a director\nat Ravenquest Biomed Inc, a position that he has held since November 2019; and a director at Intact Gold Corp., a position that he held\nfrom November 2019 to June 2020. Mr. Dhaliwal holds a Bachelor of Pharmacy from the University of British Columbia and a Bachelor of\nScience in Biology from the University of Victoria.\n\n \n\n**David Jenkins** has\nserved as one of our directors and as a member of our Audit Committee and our Compensation Committee since February 2023. Mr. Jenkins\nis currently a director at Binovi Technologies Corp., a position that he has held since December 2021; a director at Kiaro Holdings Corp.\n(TSXV: KO), a position that he has held since August 2022 and intern CEO and CFO of Kiaro since June 2023; a director at Levitee Labs,\na position that he has held since January 2022; a director at Pontus Protein Ltd. (TSXV: HULK), a position that he has held since March\n2022; a director at Boundary Gold & Copper Mining Ltd., a position that he has held since July 2020; a director at Montego Resources\nInc., a position that he has held since January 2020; and a director at Quantum Battery Metals Corp., a position that he has held since\nJanuary 2020.\n\n** **\n\n57\n\n \n\n \n\n**Usama Chaudhry **has\nserved as one of our directors since 2025. He is a seasoned executive with a broad expertise in corporate management, currently serving\non several public company boards. He is the principal of Chaudhry U Consulting Inc., since 2016, and he has been the CFO and a director\nof Peakbirch Logic since June 2019, of EGF Theramed Health Corp. (OTCPink: EVAHF) since February 2020 and of Global Health Clinics Ltd.\n(OTCPink: LRSNF) since January 2020. He was the CFO of Virpax Pharmaceuticals, Inc. (OTCPink:VRPX) from November 2024 to April 2025.\nHe is also a director of Binovi Technologies Corp. (OTC Expert Market: BNVIF) and Vantex Resources Ltd. (OTCPink: VANTF). His specialty\nareas encompass corporate development, investor relations, financial reporting, and corporate governance. He excels at aligning strategic\nobjectives with rigorous cost control measures to enhance organizational performance. Mr. Chaudhry earned his Bachelor of Commerce degree,\nmajoring in accounting, from the University of Northern British Columbia.\n\n** **\n\n**Francisco Juarez **is\na co-founder of First Towers and its Chief Operating Officer and a director since 2018. He is also a director and founder of IGS Corp.\nsince 2008. He brings over 15 years of experience creating business models for companies to become the best business partner for their\nclientele.\n\n** **\n\n**Edgar Contreras **has\n30 years of experience as a corporate lawyer, specializing in the telecommunication industry since 2002. He is regarded as an expert\nin negotiating the purchase of strategic telecommunication sites, money flow, and income. Mr. Contreras has worked with leading companies,\nsuch as American Tower and Nokia, on operational matters and serves as operations director for Mexico’s APWireless, a leader in\nthe world for the purchase of money flow on telecommunication sites. His extensive experience has included the construction of more than\n1,000 BTS sites in Mexico and over 5,000 negotiations rentals of telecommunication siting locations. Mr. Contreras previously owned and\noperated Nextel de Mexico, which accomplished 100 property leases to install telecommunications infrastructure in only 3 months. Mr.\nContreras previously managed First Towers’ fiber optic business prior to becoming its National Manager.\n\n** **\n\n**B.**\n**Compensation**\n\n \n\n**Compensation of our Executive Officers and\nDirectors**\n\n** **\n\nThe following table sets\nforth information concerning the compensation of our executive officers and members of our Board of Directors for the fiscal years\nended December 31, 2025 and 2024.\n\n \n\n \n \n**Year**\n \n \n**Salary\n($)**\n \n \n**Stock\nawards\n($)**\n \n \n**Option\nawards\n($)**\n \n \n**Non-equity\nincentive plan\ncompensation\n($)**\n \n \n**Change in pension\nvalue and\nnonqualified\ndeferred\ncompensation\nearnings**\n \n \n**All other\ncompensation\n($)**\n \n \n**Total\n($)**\n \n\nKatharyn Field\n \n2025\n \n \n \n96,000\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n96,000\n \n\n(Interim CEO and Executive Director)\n \n2024\n \n \n \n96,000\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n96,000\n \n\nJatinder Dhaliwal\n \n2025\n \n \n \n96,000\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n96,000\n \n\n(Director)\n \n2024\n \n \n \n96,000\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n96,000\n \n\nDavid Jenkins\n \n2025\n \n \n \n96,000\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n96,000\n \n\n(Director)\n \n2024\n \n \n \n96,000\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n96,000\n \n\nChristopher Cooper\n \n2025\n \n \n \n196,000\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n196,000\n \n\n(Director and President of First Towers)\n \n2024\n \n \n \n20,000\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n20,000\n \n\nUsama Chaudhry\n \n2025\n \n \n \n69,333\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n69,333\n \n\n(Director)\n \n2024\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n\nGurcharn Deol\n \n2025\n \n \n \n27,053\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n27,053\n \n\n(Chief Financial Officer)\n \n2024\n \n \n \n27,594\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n27,594\n \n\nFrancisco Juarez\n \n2025\n \n \n \n19,329\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n19,329\n \n\n(VP and Chief Operating Officer of First Towers)\n \n2024\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n\nEdgar Contreras\n \n2025\n \n \n \n34,909\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n34,909\n \n\n(Country Manager of First Towers)\n \n2024\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n \n \n—\n \n\n**Total**\n \n**2025**\n \n \n \n**634,624**\n \n \n \n**—**\n \n \n \n**—**\n \n \n \n**—**\n \n \n \n**—**\n \n \n \n**—**\n \n \n \n**634,624**\n \n\n \n \n**2024**\n \n \n \n**335,594**\n \n \n \n**—**\n \n \n \n**—**\n \n \n \n**—**\n \n \n \n**—**\n \n \n \n**—**\n \n \n \n**335,594**\n \n\n \n\n58\n\n \n\n \n\n**Director Compensation**\n\n** **\n\nWe have five directors.\nWe currently do not pay our directors who are executive officers additional compensation. We expect to compensate our non-executive directors\nfor their director services. which will be settled in cash or partly in equity awards at the election of the non-executive director.\nTotal non-executive director compensation is as follows:\n\n \n\n \n●\nan annual retainer of $75,000\n($112,500 for the lead independent director);\n\n \n\n \n●\nan initial equity award\nequal to the value of $100,000;\n\n \n\n \n●\nan additional $5,000 per\nannum for any non-executive director serving on a board committee ($6,000 if serving as chair of a board committee other than the\naudit and risk committee and $10,000 if serving as chair of the audit and risk committee).\n\n** **\n\n**Executive Employment Agreements, Arrangements\nor Plans**\n\n \n\nThere are currently no executive\nemployment agreements entered into and currently in place between the Company or any subsidiary of the Company, and its executive officers.\nAll payments of compensation to the executive officers of the Company are based on Board approval and not as a result of any employment\nagreement.\n\n** **\n\n**Stock Option Plan**\n\n \n\nThe Company has a 2021 Equity\nIncentive Plan (the “**2021 Plan**”) whereby it may grant options for the purchase of Common Shares, or Restricted\nShare Units, to any director, consultant, employee or officer of the Company or its subsidiaries. The aggregate number of shares that\nmay be issuable pursuant to options granted under the Plan will not exceed 20% of the issued Common Shares of the Company. The options\nare non-transferable and non-assignable and may be granted for a term not exceeding 5 years. The exercise price of the options will be\ndetermined by our Board of Directors at the time of grant but may not be less than the closing price of such shares on Nasdaq on the\ntrading date immediately preceding the date of grant, subject to all applicable regulatory requirements.\n\n \n\nPlease refer to Note 17\nof Akanda Group’s audited financial statements included in Item 18 of this Annual Report on Form 20-F for a discussion of Restricted\nShare Units issued in Fiscal 2025.\n\n \n\nOn March 22, 2024, the shareholders\nof the Company approved the 2024 Equity Incentive Plan (the “**2024 Plan**”, together with the 2021 Plan, the “**Stock\nOption Plan**”) whereby it may grant options for the purchase of Common Shares, or Restricted Share Units, to any director,\nconsultant, employee or officer of the Company or its subsidiaries. The aggregate number of shares that may be issuable pursuant to options\ngranted under the 2024 Plan will not exceed 30% of the issued Common Shares of the Company. The options are non-transferable and non-assignable\nand may be granted for a term not exceeding 10 years. The exercise price of the options will be determined by our Board of Directors\nat the time of grant but may not be less than the closing price of such shares on Nasdaq on the trading date immediately preceding the\ndate of grant, subject to all applicable regulatory requirements.\n\n \n\n**C.**\n**Board Practices**\n\n \n\n**Introduction**\n\n** **\n\nOur business and affairs\nare managed under the direction of our Board of Directors. Our Board of Directors is composed of five directors. When considering whether\ndirectors have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board of Directors to effectively\nsatisfy its oversight responsibilities in light of our business and structure, the Board of Directors focuses primarily on each person’s\nbackground and experience as reflected in the information discussed in the directors’ respective biographies set forth above. We\nbelieve that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.\n\n** **\n\n**Election of Directors**\n\n** **\n\nEach of our officers holds\noffice until his or her successor is appointed. Directors are elected to serve until the close of the next annual meeting of shareholders\nor until their successors have been elected or appointed.\n\n \n\nWe do not have any defined\npolicy or procedural requirements for shareholders to submit recommendations or nominations for directors. Our Board of Directors believes\nthat, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business\noperations develop to a more advanced level. The Board of Directors, with the help of its nominating and corporate governance committee,\nwill assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.\n\n** **\n\n59\n\n \n\n \n\n**Corporate Governance**\n\n \n\nWe are a “foreign\nprivate issuer” under the federal securities laws of the United States and The Nasdaq Stock Market listing standards. Under the\nfederal securities laws of the United States, foreign private issuers are subject to different disclosure requirements than U.S.-domiciled\nregistrants. We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable corporate\ngovernance requirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and the Nasdaq listing standards.\n\n \n\nUnder the SEC rules and\nthe Nasdaq listing standards, a foreign private issuer is subject to less stringent corporate governance requirements. Subject to certain\nexceptions, the SEC and the Nasdaq permit a foreign private issuer to follow its home country practice in lieu of their respective rules\nand listing standards. Following our home country governance practices, as opposed to the requirements that would otherwise apply to\na company listed on Nasdaq, may provide less protection than is accorded to investors under the Nasdaq Rules applicable to U.S. domestic\nissuers.\n\n \n\nIn particular, as a foreign\nprivate issuer, in accordance with and pursuant to the authority contained in Nasdaq Listing Rule 5615(a)(3), we may follow certain\nCanadian law and corporate practice in lieu of certain corporate governance provisions set out under the Nasdaq Rule 5600 Series,\nthe requirement in Listing Rule 5250(b)(3) to disclose third party director and nominee compensation, and the requirement in\nListing Rule 5250(d) to distribute annual and interim reports. Of particular note, the following rules under the Nasdaq\nListing Rule 5600 Series may differ from Canadian law requirements:\n\n \n\n \n●\nNasdaq Listing Rule 5605(b)(1)\nrequires that at least a majority of the Company’s Board of Directors shall be independent directors, and Nasdaq Listing Rule\n5605(b)(2) requires that independent directors regularly meet in executive session, where only independent directors are present.\nWe have three independent directors. Our independent directors meet regularly with other members of the Board and meet in executive\nsession at least two (2) times per year.\n\n \n\n \n●\nNasdaq Listing Rule 5620(c) sets\nout a quorum requirement of at least 33-1/3% of the outstanding shares with respect to meetings of shareholders. In accordance with\nCanadian law and generally accepted business practices, our bylaws (the “**Bylaws**”) provide that a quorum\nis met when at least two persons are present in person and are holding or representing by proxy not less than 10% of the votes attached\nto all shares entitled to vote at the meeting of shareholders. The quorum requirement provided in our Bylaws is consistent with applicable\nCanadian laws and corporate practice.\n\n  \n\n \n●\nNasdaq Listing Rule 5605(c)(2)(A) requires\nthat the Company shall have an audit committee composed entirely of not less than three directors, each of whom must be independent.\nOur audit and risk committee is comprised of three directors, and each member of the audit and risk committee meets the independence\nrequirements of Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3(b)(1) under the Exchange Act.\n\n \n\n \n●\n\nNasdaq Listing Rule 5605(d)(2)(A) requires,\namong other things, that the Company’s compensation committee include at least two members,\neach of whom is an independent director as defined under Nasdaq Listing Rule 5605(a)(2). Our\ncompensation committee is comprised of two directors, and each member of the compensation committee\nmeets the independence requirements of Nasdaq Listing Rule 5605(a)(2).\n\n \n\n \n●\nNasdaq Listing Rule 5605(e) requires\nthat the nominations committee include solely independent directors or is constituted by a majority of independent directors  in\na vote in which only independent directors participate. Our nominating committee is comprised of two directors, who meets the independence\nrequirements of Nasdaq Listing Rule 5605(a)(2).\n\n** **\n\nWe followed home country\nrules with regard to the requirement to hold an annual shareholders meeting no later than one year after the Company’s fiscal year\nend, under Nasdaq Listing Rule 5620. With regard to the underwritten public offering on March 27, 2024, we followed home country rules\nwith regard to the requirement for shareholder approval for transactions other than “public offerings” under Nasdaq Listing\nRule 5635. We may in the future elect to follow additional home country practices in Canada with regard to certain corporate governance\nmatters.\n\n** **\n\n60\n\n \n\n \n\n**Indemnification of Directors and Officers**\n\n \n\nIn accordance with the *Business\nCorporations Act* (Ontario) and pursuant to the Bylaws of the Company, subject to certain conditions, the Company shall indemnify\na director or officer, a former director or officer, or another individual who acts or acted at the Company’s request as a director\nor officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including any\namount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative,\ninvestigative or other proceeding in which the individual is involved because of that association with the Company or other entity. The\nCompany shall not indemnify an individual unless the individual:\n\n \n\n \n●\nacted honestly and in good\nfaith with a view to the best interests of the Company or, as the case may be, to the best interests of the other entity for which\nthe individual acted as a director or officer or in a similar capacity at the Company’s request; and\n\n \n\n \n●\nin the case of a criminal\nor administration action or proceeding enforced by a monetary penalty, had reasonable grounds to believe the conduct was lawful.\n\n \n\n \n●\nAn individual referred\nto above is entitled to an indemnity from the Company in respect of all costs, charges and expenses reasonably incurred by the individual\nin connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual\nis subject because of the individual’s association with the Company or other entity as described above, if the individual seeking\nan indemnity:\n\n \n\n \no\nacted honestly and in good\nfaith with a view to the best interests of the Company or, as the case may be, to the best interests of the other entity for which\nthe individual acted as a director or officer or in a similar capacity at the Company’s request;\n\n \n\n \no\nin the case of a criminal\nor administration action or proceeding enforced by a monetary penalty, had reasonable grounds to believe the conduct was lawful;\nand\n\n \n\n \no\nwas not judged by a court\nor other competent authority to have committed any fault or omitted to do anything that the individual ought to have done.\n\n \n\n**Committees of the Board**\n\n* *\n\n*Audit Committee*\n\n \n\nJatinder Dhaliwal, David\nJenkins and Usama Chaudhry currently serve as the members of our audit committee. Our board of directors has determined that each of\nthem meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. David Jenkins\nserves as the chairman of the audit committee.\n\n \n\nOur audit committee is responsible\nfor, among other things:\n\n \n\n \n●\nappointing, compensating,\nretaining, evaluating, terminating and overseeing our independent registered public accounting firm;\n\n \n\n \n●\ndiscussing with our independent\nregistered public accounting firm their independence from management;\n\n \n\n \n●\nreviewing, with our independent\nregistered public accounting firm, the scope and results of their audit;\n\n \n\n \n●\napproving all audit and\npermissible non-audit services to be performed by our independent registered public accounting firm;\n\n \n\n \n●\noverseeing the financial\nreporting process and discussing with management and our independent registered public accounting firm any financial statements that\nwe file with the SEC;\n\n \n\n \n●\noverseeing our financial\nand accounting controls and compliance with legal and regulatory requirements;\n\n \n\n61\n\n \n\n \n\n \n●\nreviewing our policies\non risk assessment and risk management;\n\n \n\n \n●\nreviewing related person\ntransactions; and\n\n \n\n \n●\nestablishing procedures\nfor the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.\n\n \n\n*Compensation Committee*\n\n \n\nJatinder Dhaliwal and David\nJenkins currently serve as the members of our compensation committee. Our board of directors has determined that each of Jatinder Dhaliwal\nand David Jenkins meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.\nJatinder Dhaliwal serves as the chairman of the compensation committee.\n\n \n\nOur compensation committee\nis responsible for, among other things:\n\n \n\n \n●\ndetermining and recommending\nto the Board of Directors for approval, the corporate goals and objectives, evaluating the performance and reviewing and approving\nthe compensation of our executive officers;\n\n \n\n \n●\nreviewing or making recommendations\nto our Board of Directors regarding our incentive compensation and equity-based plans, policies and programs;\n\n \n\n \n●\nreviewing all employment\nagreement and severance arrangements for our executive officers;\n\n \n\n \n●\nreviewing and making recommendations\nto our Board of Directors regarding the compensation of our directors; and\n\n \n\n \n●\nretaining and overseeing\nany compensation consultants.\n\n \n\n*Nominating Committee*\n\n \n\nJatinder Dhaliwal currently\nserves as the Chairman and sole member of our nominating and corporate governance committee. Our board of directors has determined that\nJatinder Dhaliwal meets the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.\n\n \n\nOur nominating and corporate\ngovernance committee is responsible for, among other things:\n\n \n\n \n●\nidentifying individuals\nqualified to become members of our Board of Directors consistent with criteria approved by our Board of Directors;\n\n \n\n \n●\noverseeing succession planning\nfor our executive officers;\n\n \n\n \n●\nperiodically reviewing\nour Board of Directors’ leadership structure and recommending any proposed changes to our Board of Directors;\n\n \n\n \n●\noverseeing an annual evaluation\nof the effectiveness of our Board of Directors and its committees;\n\n \n\n \n●\ndeveloping and recommending\nto our Board of Directors a set of corporate governance guidelines;\n\n \n\n \n●\ndeveloping and recommending\nto our Board of Directors our ESG initiatives and programs.\n\n** **\n\n**Board Leadership Structure and Risk Oversight**\n\n \n\nOur Board of Directors oversees\nour business and considers the risks associated with our business strategy and decisions. Our Board of Directors currently implements\nits risk oversight function as a whole. Each of the Board committees also provides risk oversight in respect of its areas of concentration\nand report material risks to the Board for further consideration.\n\n** **\n\n62\n\n \n\n \n\n**Conflicts of Interest**\n\n \n\nThere are potential conflicts\nof interest to which the directors, officers, and insiders of our Company will be subject in connection with the operations of our company.\nSome of the directors, officers and insiders are engaged in and will continue to be engaged in corporations or businesses which may be\nin competition with the business of our Company. Accordingly, situations may arise where the directors, officers and insiders will be\nin direct competition with our Company. The directors and officers of our Company have a fiduciary obligation to act in the best interests\nof our company, avoid conflicts of interest and to disclose to all other board members any relevant information about potential conflicts.\nThey have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors\nand officers of their obligations to our company may result in a breach of their obligations to the other companies, and in certain circumstances\nthis could expose our Company to liability to those companies. Similarly, discharge by the directors and officers of their obligations\nto the other companies could result in a breach of their obligation to act in the best interests of our Company. Such conflicting legal\nobligations may expose our company to liability to others and impair our ability to achieve our business objectives. Conflicts, if any,\nwill be subject to the procedures and remedies as provided under the Code of Ethics and Related Party Transaction Policy and applicable\nsecurities laws, regulations and policies. For additional information, please see Item 7.B. – Related Party Transactions.\n\n** **\n\n**Terms of Office**\n\n \n\nEach of our officers holds\noffice until his or her successor is appointed. Directors are elected to serve until the close of the next annual meeting of shareholders\nor until their successors have been elected or appointed.\n\n** **\n\n**Director Independence**\n\n \n\nWe use the definition of\n“*independence*” under applicable Nasdaq Listing Rules to make determinations regarding director independence. Under\nsuch definitions, the Company’s Board of Directors has affirmatively determined that each of Jatinder Dhaliwal, Usama Chaudhry\nand David Jenkins is independent.\n\n** **\n\n**Shareholder Communications**\n\n \n\nWe do not have a formal\npolicy regarding shareholder communications with our Board of Directors. A shareholder who wishes to communicate with our Board of Directors\nmay do so by directing a written request addressed to our Chief Financial Officer, at c/o Gowling WLG (Canada) LLP, 100 King St. W, Suite\n1600, Toronto, ON M5X 1G5, Canada.\n\n \n\n**D.**\n**Employees**\n\n \n\nAs a result of the discontinuance of our Canmart operations and our\ntransition to cultivating cannabis products at our British Columbia facilities, Akanda ceased having any full time employees and had a\ntotal of 2 part-time executives, since it had not yet begun cultivation operations at its British Columbia location. In August 2025, we\nincreased our full-time employee headcount with the assumption of six employees from First Towers. As of June 8, 2026, we had two part-time\nexecutives and six full-time employees. None of our employees are represented by labor unions or subject to collective bargaining agreements.\n\n \n\n**E.**\n**Share Ownership**\n\n \n\nSee Item 6.B. –\n“Compensation” and Item 7 – “Major Shareholders and Related Party Transactions.”\n\n \n\n**F.**\n**Disclosure of a Registrant’s\nAction to Recover Erroneously Awarded Compensation**\n\n \n\nNot applicable."}