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

Key Takeaway: Organigram Holdings Inc. has announced its upcoming Annual General and Special Meeting of Shareholders scheduled for February 28, 2023. The company will hold this meeting virtually to accommodate ongoing public health concerns, allowing all shareholders to participate easily regardless of their location. The meeting will address several key corporate matters, and shareholders will be able to vote on resolutions presented in the information circular dated January 16, 2023.

Market Sentiment Analysis

POSITIVE FACTORS

  • The meeting allows virtual participation, enhancing accessibility.
  • The company continues to embrace technology to improve shareholder communication.

CONCERNS & RISKS

  • Concerns around public health necessitated a virtual meeting format.
  • Shareholders must ensure they follow specific proxy voting instructions to participate.

Full Press Release Details

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
to be held on February 28, 2023
INFORMATION CIRCULAR
Dated: January 16, 2023
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
to be held on February 28, 2023
NOTICE IS HEREBY GIVEN that an annual general and special meeting (the Meeting ) of shareholders of Organigram
Holdings Inc. (the Company ) will be held virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/1437 on Tuesday, February 28, 2023 at 10:00 a.m. (Toronto time) for the following purposes:
An accompanying information circular contains specific 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.
Important Notice Regarding Virtual Meeting
The board of directors of the Company considers the appropriate format for our annual meeting of shareholders on an annual basis. Similar to
last year, we have again taken into account the ongoing impact of COVID-19, as well as the high number of flu cases that are circulating communities, each of which has heightened public health and travel
concerns for in-person annual meetings. Accordingly, we are pleased to continue to embrace the latest technology to provide expanded access, improved communication and cost savings for our shareholders and the
Company by conducting this year s Meeting in a virtual-only format. A virtual-only meeting format will enfranchise and give all shareholders an equal opportunity to participate at the Meeting regardless of their geographic location or their
particular circumstance.
Shareholders who attend the Meeting will do so by accessing a live webcast of the Meeting via the internet.
Shareholders will be able to access the Meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be supported across browsers and devices that are running the most updated version
of the applicable software plugins. Only registered shareholders
and duly appointed proxyholders (including non-registered (beneficial) shareholders who have appointed themselves as proxyholder) will be entitled to
attend, participate and vote at the Meeting, all in real time by visiting https://virtual-meetings.tsxtrust.com/1437, using the password ogi2023 (case sensitive), however such non-registered
shareholders may still attend the Meeting as guests through the live audio webcast at https://virtual-meetings.tsxtrust.com/1437.
In connection with the Meeting this year,
in compliance with applicable securities laws and an order of the Director under the Canada Business Corporations Act, the Company has elected to use the
notice-and-access delivery model, which allows the Company to furnish the Circular, the accompanying proxy-related materials, the audited consolidated financial
statements for the fiscal year ended August 31, 2022 and the report of the auditor thereon (the Financial Statements ) and associated management s discussion and analysis (collectively, the Meeting
Materials ) to shareholders via the Internet. Under notice-and-access, shareholders will continue to receive a proxy or voting instruction form enabling them to
vote at the Meeting; however, instead of a paper copy of the Meeting Materials, shareholders will receive a notice with information on how to access the Meeting Materials electronically. Shareholders are reminded to review the Circular prior to
voting. Shareholders with questions about notice-and-access can call TSX Trust Company toll free at
1-866-600-5869. The Meeting Materials can be viewed online at https://docs.tsxtrust.com/2345 or under the Company s profile
on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
The audited consolidated financial statements for the fiscal year ended
August 31, 2022 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.
How to Obtain paper Copies of the Meeting Materials
All shareholders may request that a paper copy of the Meeting Materials be sent to them at no cost. Prior to the meeting, requests may be made
by contacting TSX Trust Company toll free at 1-866-600-5869. Requests may be made up to one year from the date the Meeting
Materials were filed on SEDAR and on EDGAR at www.sec.gov. To obtain paper copies of the Meeting Materials after the meeting, please contact TSX Trust by calling 1-866-600-5869. A paper copy of the Meeting Materials will be mailed to you within three business days of receiving your request, if the request is made at any time prior to the meeting. We estimate
that your request for Meeting Materials will need to be received on or before February 17, 2023 in order to receive your paper copies in advance of the deadline for submission of forms of proxy and/or voting instruction forms in respect of the
Meeting. Notice-and-access is environmentally friendly and a cost-effective way to distribute our Meeting Materials because it reduces printing, paper and postage and
Registered shareholders may attend the Meeting online or may be represented by proxy. If you are a registered shareholder
and are unable to attend the Meeting online, 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 by 10:00 a.m. (Toronto time) on February 24, 2023 (or
at least 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to any reconvened meeting in the event of an adjournment of the Meeting).
Non-registered beneficial shareholders, whose shares are registered in the name of a broker,
securities dealer, bank, trust company or similar entity (an Intermediary ) should carefully follow the voting instructions provided by their Intermediary. All non-registered shareholders must 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.
Holders of common shares registered on the books of the Company at the close of business on January 19, 2023 are entitled to notice of,
and to vote at, the Meeting.
DATED at Toronto, Ontario this 16th day of
By Order of the Board of Directors
(signed) Beena Goldenberg
Chief Executive Officer
INFORMATION CIRCULAR 3
VOTING INFORMATION 3
Voting Shares and Record Date 3
Solicitation of Proxies 3
Notice-and-Access 4
Voting and Asking Questions 4
Appointment and Revocation of Proxies 5
Notice to Shareholders in the United States 7
Voting and Discretion of Proxies 7
Principal Holders of Voting Shares 8
BUSINESS OF THE MEETING 8
Receipt of Financial Statements 8
Election of Directors 8
Appointment of Auditor 20
Re-Approval of the 2020 Equity Inventive Plan 21
Approval of Articles of Amendment to Delete the Preferred Shares 22
Approval of Articles of Amendment for Share Consolidation 23
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 28
CORPORATE GOVERNANCE DISCLOSURE 28
Independence 28
Skills of Director Nominees 30
Mandate 32
Orientation and Continuing Education 32
Meetings 32
Position Descriptions 32
Code of Business Conduct and Ethics 32
Nomination of Directors 33
Other Board Committees 34
Assessments 35
Director Tenure 35
Board Interlocks 35
Diversity 35
Environmental, Social and Governance Initiatives 36
Cybersecurity 41
Nasdaq Corporate Governance 41
COMPENSATION OF EXECUTIVE OFFICERS 42
Named Executive Officers 42
Overview and Philosophy 43
Compensation Discussion and Analysis 43
Summary Compensation Table 50
Performance Graph 51
Equity Incentive Plans 51
Securities Authorized for Issuance under the Equity Compensation Plans 63
Burn Rate under the Equity Compensation Plans 64
Incentive Plan Awards 65
Group Retirement Programs 67
Benefits and Perquisites 67
Termination and Change of Control Benefits 67
DIRECTOR COMPENSATION 68
Overview and Philosophy 68
Elements of 2022 Director Compensation 69
Director Summary Compensation Table 70
Incentive Plan Awards 71
Share Ownership Policy 72
Directors and Officers Liability Insurance 72
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 73
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 73
ADDITIONAL INFORMATION 73
OTHER MATTERS 74
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 virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/1437 on Tuesday, February 28, 2023 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 16, 2023.
last year, we have again taken into account the ongoing impact of COVID-19, as well as the high number of flu cases that are circulating communities, each of which has heightened public health and travel
concerns for in-person annual meetings. Accordingly, we are pleased to continue to embrace the latest technology to provide expanded access, improved communication and cost savings for our shareholders and the
Company by conducting this year s Meeting in a virtual-only format, which will be conducted via live audio webcast over the internet. Shareholders will have an opportunity to participate at the Meeting online regardless of their geographic
location. A summary of the information that shareholders will need to attend the Meeting online is provided under Notice-and-Access, Voting and Asking
Questions at the Meeting, Appointment and Revocation of Proxies Registered Shareholders and Appointment and Revocation of Proxies Non-Registered Shareholders .
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 Shareholders.
The record date for the Meeting is January 19, 2023 (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 date of this Circular, there were 313,856,912 Common Shares issued and outstanding,
each carrying the right to one vote. Other than the contractual right to appoint two nominees currently held by BT DE Investments Inc. ( BAT ) as described herein, 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. BAT s board representation rights pursuant to an investor rights agreement with the Company entitle BAT to appoint (i) 20% of the Company s
board of directors (the Board ) for so long as it holds at least 15% of the issued and outstanding common shares of the Company from time to time; and (ii) 10% of the Board so long as BAT holds at least 10% of the issued and
outstanding common shares of the Company from time to time.
Solicitation of Proxies
The 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 also be solicited personally, 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.
In connection with the Meeting this year, in compliance with applicable securities laws and an order of the Director under the Canada
Business Corporations Act (the CBCA ), the Company has elected to use the notice-and-access delivery model, which allows the Company to
furnish the Circular, the accompanying proxy-related materials, the Financial Statements and associated management s discussion and analysis (collectively, the Meeting Materials ) to shareholders via the Internet. Under notice-and-access, shareholders will continue to receive a proxy or voting instruction form enabling them to vote at the Meeting; however, instead of a paper copy of the
Meeting Materials, shareholders will receive a notice with information on how to access the Meeting Materials electronically. Shareholders are reminded to review the Circular prior to voting. Shareholders with questions about notice-and-access can call TSX Trust Company toll free at
1-866-600-5869. The Meeting Materials can be viewed online at https://docs.tsxtrust.com/2345 or under the Company s profile
on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
Shareholders will receive paper copies of a notice package (the Notice
Package ) via prepaid mail containing a notice with the information prescribed by applicable securities laws and a form of proxy (if a registered shareholder) or a voting instruction form (if a
non-registered (beneficial) shareholder). The Company will not use procedures known as stratification in relation to the use of
notice-and-access. Stratification occurs when an issuer using notice-and-access sends a
paper copy of the Circular to some security holders with a Notice Package. Shareholders will only receive requirement notification documentation under the
notice-and-access model, which will not include a printed copy of this Circular.
Shareholders who wish to receive paper copies of the Meeting Materials may request that a paper copy of the Meeting Materials be sent to them
at no cost. Prior to the meeting, requests may be made by contacting TSX Trust Company toll free at 1-866-600-5869. We estimate
that your request for Meeting Materials will need to be received on or before February 17, 2023 in order to receive your paper copies in advance of the deadline for submission of forms of proxy and/or voting instruction forms in respect of the
Meeting. Shareholders who request paper copies of the Meeting Materials will have those Meeting Materials mailed to them within three business days of receipt of their request. Following the Meeting, requests for paper copies may be made up to one
year from the date the Meeting Materials were filed on SEDAR and on EDGAR at www.sec.gov. To obtain paper copies of the Meeting Materials after the meeting, please contact TSX Trust by calling 1-866-600-5869.
Voting and Asking Questions
Once again, this year we are holding the Meeting as a completely virtual meeting, which will be conducted via live
audio webcast, where all shareholders regardless of geographic location will have an opportunity to participate in the Meeting. Whether or not they are able to attend the virtual meeting, registered shareholders and

Frequently Asked Questions

When is the annual general meeting of Organigram Holdings?

The meeting will take place on February 28, 2023, at 10:00 a.m. Toronto time.

How can shareholders attend the meeting?

Shareholders can attend the meeting virtually via a live audio webcast at https://virtual-meetings.tsxtrust.com/1437.

What is the deadline to vote by proxy?

Proxies must be submitted by February 24, 2023, at 10:00 a.m. Toronto time.

Are there resources available for voting questions?

Yes, shareholders can contact TSX Trust Company at 1-866-600-5869 for assistance.

How can shareholders obtain paper copies of meeting materials?

Shareholders can request paper copies of the materials at no cost by contacting TSX Trust Company.

Last updated: Jan 27, 2023