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

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on January 18, 2024

MANAGEMENT INFORMATION CIRCULAR

Dated: December 20, 2023

Message to Shareholders

The board of directors (the

Board ) of Organigram Holdings Inc. (the Company or Organigram ) is pleased to invite you to our annual general and special meeting (the Meeting ) of the holders (the

Shareholders ) of common shares ( Common Shares ) in the capital of the Company to be held as a virtual meeting at 10:00 a.m. EST on January 18, 2024. All capitalized terms not defined herein shall have the

meanings ascribed to them in the accompanying management information circular (the Circular ).

The Circular contains important

information about voting on the business to be transacted at the Meeting, the director nominees, our Board and its committees, our governance practices, and how we compensate our directors and executives. At the Meeting, Shareholders will also be

asked to consider the proposed follow-on equity investment previously announced (the Investment ) in the Company by BT DE Investments Inc. (the Investor ), a wholly

owned subsidiary of British American Tobacco plc ( BAT ).

The Investment marks a significant expansion of the Investor s

investment in the Company, which currently has beneficial ownership of 18.8% of the Company s issued and outstanding Common Shares as of the record date of the Meeting. The majority of the funds from the Investment will be used by Organigram to

create a strategic investment pool, named Jupiter , which will target investments in emerging cannabis opportunities, enabling the Company to apply its industry-leading capabilities to new markets. The Investment will allow Organigram to

deliver on its stated ambition to extend its footprint beyond Canada, while strengthening its financial position for long-term, sustainable growth.

The Investment is structured such that the Investor s beneficial ownership of the Company s issued and outstanding Common Shares is limited to

a 30% Common Share Limit (as defined and described in the Circular), which shall restrict the Investor s voting control of the Company to 30.0% of the outstanding voting shares. In order to effect the Investment without exceeding the 30% Common

Share Limit, the Company intends to create a new class of Class A preferred shares in the capital of the Company (the Class A Preferred Shares and together with the Common Shares issued in the Investment,

the Shares ). To the extent that the Investor s entitlement to Shares would exceed the 30% Common Share Limit, the Company shall issue any remaining balance of the Investor s entitlement under the Investment as

Class A Preferred Shares.

The terms of the Class A Preferred Shares shall mirror those of the Common Shares, apart from being non-voting and convertible into Common Shares (subject to the Conversion Limitation (as defined and described in the Circular)). Initially, the conversion rate shall be one-for-one. However, commencing on the date on which a Class A Preferred Share is first issued, subject to certain exceptions, the conversion rate of such Class A Preferred Share shall accrete at a

rate of 7.5% per annum, compounded annually, until such time as the holders of all of the issued and outstanding Class A Preferred Shares would beneficially own, or exercise control or direction over, directly or indirectly, with their

respective affiliates, associates, related parties and any joint actors, after giving effect to the conversion of the issued and outstanding Class A Preferred Shares, 49.0% of the aggregate number of Common Shares issued and outstanding.

The Investment, which is governed by a subscription agreement dated November 5, 2023 between the Company and the Investor, as amended by an

amending agreement dated December 20, 2023 (the Subscription Agreement ), will be implemented in the following three

tranches, each subject to the satisfaction of certain conditions: (i) 12,893,175 Shares for subscription proceeds of C$41,519,891.45 will be issued within three business days following the

date upon which all the first tranche closing conditions are satisfied or waived, or such earlier date as the parties may mutually agree, currently expected to be on or around January 23, 2024 (the First Tranche );

(ii) 12,893,175 Shares for subscription proceeds of C$41,519,891.45 will be issued on or around August 30, 2024 (the Second Tranche ); and (iii) 12,893,175 Shares for subscription proceeds of C$41,519,891.45 will be

issued on or around February 28, 2025 (the Third Tranche ), for aggregate subscription proceeds of C$124,559,674.36 or a price of C$3.2203 per Share (the Per Share Price ).

In connection with the closing of the First Tranche, the Company and the Investor will enter into an amended and restated investor rights agreement (the

Amended & Restated IRA ), which will amend and restate the existing investor rights agreement dated March 10, 2021 between the Company and the Investor (the Original IRA ), pursuant to

which the Investor currently has, among other things, pre-emptive rights, top-up rights, piggy-back registration rights, information rights and nomination rights. The

primary amendments to the Original IRA, which are described in further detail in the Circular, are as follows:

In the aggregate, the Company is requesting that Shareholders approve the issuance of up to 183,679,525 Common Shares in

connection with the Investment, comprised of the following:

If the Investment is completed, based on the issued and outstanding share capital of the Company as

of the Record Date (as defined and described in the Circular), the Investor will hold an approximate 45.0% equity interest in the Company upon closing of the Third Tranche (assuming the full conversion of the Class A Preferred Shares and

excluding any accretion of the Class A Preferred Shares) and a 30.0% voting interest in the Company, as more particularly described in the accompanying Circular.

Full details of the Investment are set out in the accompanying Circular. The Circular describes the Investment and includes certain additional

information to assist you in considering how to vote on the proposed Investment Resolutions (as defined and described in the Circular), including certain risk factors relating to the completion of the Investment. You should carefully review and

consider all of the information in the Circular. If you require assistance, consult your financial, legal or other professional advisor.

addition to approval of the Investment Resolutions by Shareholders, the closing of each tranche of the Investment is subject to customary closing conditions for a transaction of this nature, including in respect of the listing of the Shares issuable

in connection therewith on the Toronto Stock Exchange and the Nasdaq Global Select Market. If the necessary approvals are obtained in a timely manner, the First Tranche of the Investment is expected to close on or around January 23, 2024. The

Second Tranche and the Third Tranche are expected to occur on or around August 30, 2024 and on or around February 28, 2025, respectively. However, it is not possible to state with certainty when or if the closing of any tranche of the

Investment will occur.

The Board, having undertaken a thorough review of, and having carefully considered the terms of the Investment, and after

consulting with its legal advisors, has unanimously (with Simon Ashton, being a Board representative nominated by the Investor, abstaining) determined that the Investment is in the best interests of the Company and determined that the terms and

conditions of the Investment are fair and reasonable to the Shareholders (other than the Investor). Accordingly, the Board has unanimously (with Simon Ashton, being a Board representative nominated by the Investor, abstaining) approved the

Investment and recommends that you vote FOR the Investment Resolutions.

Your participation in the Meeting is important

to us. We encourage all shareholders to take the opportunity to read the accompanying Circular in advance of the Meeting as it details information that will assist you in exercising your right to vote as a shareholder.

Registered Shareholders as of the record date of December 6, 2023 can exercise their right to vote on the business at the Meeting by attending the

Meeting via live audio webcast online at: https://virtual-meetings.tsxtrust.com/en/1576, in accordance with the enclosed instructions or by

completing and submitting a proxy. The Meeting will be conducted in a virtual only format, via live audio webcast. Instructions on how to vote at the Meeting online and vote by proxy are included in the accompanying Circular. To ensure that your

vote is recorded, please return the enclosed form of proxy in the envelope provided, properly completed and duly signed, to 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 January 16, 2024 (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 Shareholders, including those who hold Common Shares through a brokerage account, will receive a

voting instruction form that can be used to provide voting instructions. The voting instruction form contains instructions on how to complete the form, where to return it to and

the deadline for returning it. It is important to read and follow the instructions on the voting instruction form in order to have your vote count.

If you have questions or need assistance with the completion and delivery of your proxy, you may contact the Company s Director of Investor

Relations, by telephone at (416) 706-3945 or by email at investors@organigram.ca.

On behalf of Organigram,

I would like to thank all of our Shareholders for their ongoing support.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on January 18, 2024

IS HEREBY GIVEN that an annual general and special meeting (the Meeting ) of the holders ( Shareholders ) of common shares ( Common Shares ) of Organigram Holdings Inc. (the

Company or Organigram ) will be held in a virtual-only format via live audio webcast at https://virtual-meetings.tsxtrust.com/en/1576 on Monday, January 18, 2024 at 10:00 a.m. (Toronto Time) for the following purposes:

The circular contains specific details of the matters to be considered at the Meeting. 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

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/en/1576.

using the password ogi2024 (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/en/1576.

The audited consolidated financial statements for the fiscal year ended September 30, 2023 and the report of the auditor thereon will be made

available at the Meeting and are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

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 January 16, 2024 (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 Common 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.

Shareholders registered on the books of the Company at the close of business on

December 6, 2023 are entitled to notice of, and to vote at, the Meeting.

DATED at Toronto, Ontario this 20th day of December, 2023.

MANAGEMENT INFORMATION CIRCULAR