NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS to be held on

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on February 25, 2020

INFORMATION CIRCULAR

Dated: January 23, 2020

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on February 25, 2020

NOTICE IS HEREBY GIVEN that an annual and special meeting (the Meeting ) of shareholders of Organigram Holdings Inc. (the

Company ) will be held at the offices of Goodmans LLP, 333 Bay Street, Suite 3400, Toronto, Ontario on Tuesday, February 25, 2020 at 10:00 a.m. (Toronto Time) for the following purposes:

An accompanying information circular contains details of the matters to be considered

at the Meeting (the Circular ). No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this notice may properly be considered at the Meeting. The Meeting may also consider the

transaction of such other business as may properly come before the Meeting or any adjournment thereof.

The audited consolidated financial statements for

the fiscal year ended August 31, 2019 and the report of the auditor thereon will be made available at the Meeting and are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Holders of common shares registered on the books of the Company at the close of business on January 17, 2020 are entitled to notice of, and to vote at,

Registered shareholders are entitled to vote at the Meeting either in person or by proxy. Regardless of whether a shareholder plans to

attend the Meeting in person, please complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular. To be valid, such proxies must be deposited with the

Company s transfer agent, TSX Trust Company, located at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or any adjournment or postponement

All non-registered shareholders should follow the instructions set out in the voting instruction

form and in the Circular to ensure that such shareholders common shares will be voted at the Meeting. If you hold your common shares in a brokerage account, you are not a registered shareholder.

DATED at Toronto, Ontario this 23rd day of

By Order of the Board of Directors

Chief Executive Officer

INFORMATION CIRCULAR

This information circular (the Circular ) is furnished in connection with the solicitation of proxies by the management of Organigram

Holdings Inc. for use at the annual and special meeting (the Meeting ) of its shareholders to be held on Tuesday, February 25, 2020 at the offices of Goodmans LLP, 333 Bay Street, Suite 3400, Toronto, Ontario at 10:00 a.m.

(Toronto time) or at any adjournment(s) or postponement(s) thereof. The Meeting has been called for the purposes set forth in the notice of annual and special meeting of shareholders (the Notice of Meeting ) that accompanies

this Circular. Unless otherwise stated, all information in this Circular is current as of January 17, 2020.

In this Circular, references to the

Company , we and our refer to Organigram Holdings Inc. Common Shares means common shares without par value in the capital of the Company. Beneficial

Shareholders means shareholders who do not hold Common Shares in their own name and intermediaries refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial

Voting Shares and Record Date

The record date for the Meeting is January 17, 2020 (the Record Date ). The Company s transfer agent has prepared a list, as

of the close of business on the Record Date, of the registered holders of the Company s Common Shares. A holder of the Company s Common Shares whose name appears on such list is entitled to vote the Common Shares on such list at the

Meeting. Each Common Share entitles the holder to one vote on each item of business identified in the Notice of Meeting. As of the Record Date, there were 163,591,437 Common Shares issued and outstanding, each carrying the right to one vote. No

group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

Solicitation of Proxies

solicitation of proxies is being made by or on behalf of management. It is expected that the solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone or other form of correspondence. The Company

may cause a soliciting dealer group to be formed for the purposes of soliciting proxies for the Meeting, for which the Company would pay customary fees. The cost of solicitation of proxies will be borne by the Company.

Pursuant to National Instrument 54-101 Communication with Beneficial Owners of Securities of a

Reporting Issuer ( NI 54-101 ), the Company will distribute copies of proxy-related materials in connection with this Meeting to intermediaries for onward distribution to Beneficial

Shareholders. Intermediaries that receive the proxy-related materials are required to forward the proxy-related materials to Beneficial Shareholders unless such shareholder has waived the right to receive them.

The Company is not paying for intermediaries to deliver copies of the proxy-related materials and related documents to OBOs (as defined below). Accordingly,

OBOs will not receive copies of the proxy-related materials and related documents unless the OBO or its intermediary assumes the cost of delivery.

If a shareholder attends the Meeting and is a registered shareholder, the shareholder may cast his, her or its vote(s) for each

of his, her or its registered shares on any and all resolutions placed before the Meeting. If a shareholder does not wish to vote for any matter proposed at the Meeting, the shareholder may withhold

his, her or its vote from, or vote his, her or its shares against, any resolution at the Meeting, depending on the specific resolution. If a shareholder attends the Meeting in person and is a non-registered Beneficial Shareholder, that shareholder will not be entitled to vote at the Meeting unless he, she or it contacts his, her or its intermediary well in advance of the Meeting and carefully follows its

instructions and procedures.

Voting by Proxyholder

Appointment of Proxyholders

The individuals named in the

accompanying form of proxy (the Proxy ) are officers and/or directors of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons

designated in the Proxy, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and

delivering another suitable form of proxy.

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in

accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named

therein with respect to:

In respect of a matter for which a choice is not specified in the Proxy, the management appointee acting as a proxyholder will vote IN FAVOUR of each

matter identified on the Proxy and, if applicable, for the nominees of management for directors and the auditor as identified in the Proxy.

Registered Shareholders

Registered shareholders may wish

to vote by proxy whether or not they are able to attend the Meeting in person. A registered shareholder may submit a proxy using one of the following methods:

In either case you must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or any

adjournment or postponement thereof. Failure to complete or deposit a proxy properly may result in its invalidation. The time limit for the deposit of proxies may be waived by the chair of the Company s board of directors

( Board ) at his or her discretion without notice.

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should

note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the

following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those

Common Shares will not be registered in the shareholder s name on the records of the Company. Such Common Shares will more likely be registered under the names of the shareholder s intermediary. In Canada, the vast majority of such Common

Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States, under the name of Cede &

Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks).

There are two kinds of

Beneficial Shareholders those who object to their name being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners) and those who do not object to the issuers of the securities

they own knowing who they are (called NOBOs for Non-Objecting Beneficial Owners).

NI 54-101, the Company will distribute copies of proxy-related materials in connection with this Meeting to intermediaries for onward distribution to Beneficial Shareholders. Intermediaries that receive the

proxy-related materials are required to forward the proxy-related materials to Beneficial Shareholders unless such shareholder has waived the right to receive them.

The Company is not paying for intermediaries to deliver copies of the proxy-related materials and related documents to OBOs. Accordingly, OBOs will not

receive copies of the proxy-related materials and related documents unless the OBO or their intermediary assumes the cost of delivery.

required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients. Beneficial Shareholders should follow

the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

The form of proxy supplied to you by your

broker will be similar to the Proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers now delegate responsibility for

obtaining instructions from clients to Broadridge Financial Solutions, Inc. ( Broadridge ) in the United States and in Canada. Broadridge mails a voting instruction form (a VIF ) in lieu of a proxy provided by the

Company. The VIF will name the same persons as the Company s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons

designated in the VIF, to represent your Common Shares at the Meeting, and that person may be you. To exercise this right, you should insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The

completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge s instructions. Broadridge then tabulates the results of all instructions received and

provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting, and the appointment of any shareholder s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned

to Broadridge, in accordance with its