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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS to be held on

Key Takeaway: NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS to be held on February 23, 2021 INFORMATION CIRCULAR Dated: January 18, 2021 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS to be held on February 23, 2021 NOTICE IS HEREBY GIVEN that an annual general meeting (the Meeting

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be held on February 23, 2021
INFORMATION CIRCULAR
Dated: January 18, 2021
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be held on February 23, 2021
NOTICE IS HEREBY GIVEN that an annual general meeting (the Meeting ) of shareholders of Organigram Holdings Inc. (the
Company ) will be held virtually via live audio webcast at http://web.lumiagm.com/260008799 on Tuesday, February 23, 2021 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 Company has been carefully monitoring the outbreak of COVID-19. Given the unprecedented
circumstances and in light of the Company s commitment to the health and well-being of its employees, customers, suppliers, partners, shareholders and other stakeholders, the Company will be conducting this year s Meeting in a virtual-only
format. A virtual-only meeting format is being adopted in response to the rapidly evolving COVID-19 pandemic in order to enfranchise and give all shareholders an equal opportunity to participate at the Meeting
regardless of their geographic location or the particular contracts, circumstances or risks they may be facing as a result of COVID-19.
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
http://web.lumiagm.com/260008799, using the password ogi2021 (case sensitive).
The audited consolidated financial statements
for the fiscal year ended August 31, 2020 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 15, 2021 are entitled to notice of, and to vote at,
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 19, 2021 (or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to any reconvened meeting in the event of an adjournment of the
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 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 18th day of January, 2021.
By Order of the Board of Directors
Chief Executive Officer
INFORMATION CIRCULAR 1
VOTING INFORMATION 1
Voting Shares and Record Date 1
Solicitation of Proxies 1
Voting and Asking Questions at the Meeting 2
Notice to Shareholders in the United States 4
Voting and Discretion of Proxies 5
Principal Holders of Voting Shares 5
BUSINESS OF THE MEETING 5
Receipt of Financial Statements 5
Election of Directors 5
Appointment of Auditor 16
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 17
CORPORATE GOVERNANCE DISCLOSURE 17
Independence 17
Skills of Director Nominees 18
Mandate 20
Orientation and Continuing Education 20
Meetings 20
Position Descriptions 20
Code of Business Conduct and Ethics 20
Nomination of Directors 21
Other Board Committees 21
Assessments 22
Director Tenure 23
Board Interlocks 23
Diversity 23
Nasdaq Corporate Governance 24
COMPENSATION OF EXECUTIVE OFFICERS 24
Named Executive Officers 24
Overview and Philosophy 25
Compensation Discussion and Analysis 25
Summary Compensation Table 30
Performance Graph 31
Equity Incentive Plans 31
Securities Authorized for Issuance under the Equity Compensation Plans 43
Burn Rate under the 2011 Stock Option Plan and 2017 Equity Incentive Plan 44
Incentive Plan Awards 45
Group Retirement Programs 46
Benefits and Perquisites 46
Termination and Change of Control Benefits 46
DIRECTOR COMPENSATION 48
Overview and Philosophy 48
Elements of 2020 Director Compensation 48
Director Summary Compensation Table 49
Incentive Plan Awards 49
Share Ownership Policy 51
Directors and Officers Liability Insurance 51
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 51
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 51
ADDITIONAL INFORMATION 52
OTHER MATTERS 52
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 general meeting (the Meeting ) of its shareholders to be held virtually via live audio webcast at http://web.lumiagm.com/260008799 on Tuesday, February 23, 2021 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 general meeting of shareholders (the Notice of Meeting ) that accompanies this Circular.
Unless otherwise stated, all information in this Circular is current as of January 18, 2021.
This year, out an abundance of caution, to proactively
deal with the unprecedented public health impact of COVID-19, and to mitigate risks to the health and safety of the Company s communities, shareholders, employees and other stakeholders, the Meeting will
be held 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 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 15, 2021 (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 232,161,489 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
The solicitation of proxies
is being made by or on behalf of management. It is expected that the solicitation 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. With respect to
non-registered shareholders, in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer
( NI 54-101 ), the Company has distributed copies of the proxy-related materials to intermediaries for onward distribution to non-registered
shareholders. The intermediaries are required to forward the materials to non-registered shareholders in advance of the Meeting unless the non-registered shareholders
have waived the right to receive them. The Company will pay the fees and costs of intermediaries for their services in transmitting proxy-related material. This cost is expected to be nominal.
Voting and Asking Questions at the Meeting
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.
Given this new format, all shareholders are strongly advised to carefully
read the voting instructions below that are applicable to them.
Voting as a Registered Shareholder
Registered shareholders on the Record Date may vote online at the virtual meeting at http://web.lumiagm.com/260008799. Registered Shareholders should
click on I have a control number and he, she, or it will be prompted to enter his, her, or its twelve digit control number (which is located on their proxy form) and enter the password ogi2021 (case sensitive). The
shareholder has to be connected to the internet at all times to be able to vote it is each shareholder s responsibility to make sure that he, she or it stays connected for the entire Meeting.
Voting as a Non-Registered Shareholder
For non-registered shareholders, whose shares are registered in the name of an intermediary, which is usually a trust company, securities broker or other
financial institution, such non-shareholder s intermediary is entitled to vote the shares held by it and beneficially owned by the non-registered shareholder on the
Record Date. However, the intermediary must first seek the non-registered shareholder s instructions as to how to vote his, her or its shares or otherwise make arrangements so that he, she or it may vote
his, her or its shares directly. Non-registered shareholders may vote his, her, or its shares through such non-shareholder s intermediary or online at the virtual Meeting by duly appointing themselves as
proxyholder as described under the heading Appointment and Revocation of Proxies Non-Registered Shareholders .
Non-registered shareholders that duly appoint themselves as proxyholder and obtain a control number as described under
the heading Appointment and Revocation of Proxies Non-Registered Shareholders , may vote online at the virtual meeting at http://web.lumiagm.com/260008799. Non-registered shareholders should click on I have a control number and he, she, or it will be prompted to enter his, her, or its control number (obtained from TSX Trust) and enter the password
ogi2021 (case sensitive). The shareholder has to be connected to the internet at all times to be able to vote it s the shareholder s responsibility to make sure that he, she or it stays connected for the entire
Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to
vote or ask questions at the Meeting, however such non-registered shareholders may still attend the Meeting as guests through the live audio webcast at http://web.lumiagm.com/260008799.
Asking Questions at the Meeting
Registered shareholders
and non-registered shareholders who have appointed themselves as proxyholder and obtained a control number are eligible to ask a question during the Q&A portion of the Meeting. In the event that any such
shareholder wishes to ask a question, the shareholder should select the messaging icon and type his, her or its question within the chat box at the bottom of the messaging screen. Once satisfied with the question, the shareholder should click the
arrow button to submit the question to the Chair of the Company s board of directors (the Board ). All submitted questions will be moderated by the Lumi platform before being sent to the Chair of the Board. Questions can be
submitted at any time during the Q&A session up until the Chair of the Board closes the session.
Technical Assistance
Should a shareholder require assistance with the use of the virtual meeting platform, the shareholder can access additional information on the provider s
website at https://go.lumiglobal.com/faq. Furthermore, should a shareholder wish to speak with a Lumi representative, through the website above, both a live chat service and a contact ticket system is available.
Appointment and Revocation of Proxies Registered Shareholders
The following instructions are for registered shareholders only. If a shareholder is a non-registered beneficial
shareholder, the shareholder should follow his, her, or its intermediary s instructions on how to vote such shareholder s shares. Non-registered shareholders should also refer to the discussion under
Appointment and Revocation of Proxies Non-Registered Shareholders in this Circular.
registered shareholder on the Record Date may vote at the Meeting or appoint a person to represent such shareholder at the Meeting by proxy. A shareholder may either instruct that person on how they want that person to vote, or let him or her
determine how to vote the shareholder s shares. The persons named as proxyholders in the form of proxy are directors and/or officers of the Company. Each shareholder has the right to appoint a person other than the person named
in the accompanying form of proxy, who need not be a shareholder, to attend and act for and on behalf of such shareholder at the Meeting. Any shareholder wishing to exercise such right may do
so by inserting in the blank space provide in the applicable form of proxy the name of the person such shareholder wishes to appoint as proxy holder and by duly delivering such proxy, or by duly completing and delivering another proper
form of proxy to the Company s transfer agent within the time period and at the address set out below.
Shareholders who are
unable to attend the Meeting are requested to complete, sign and date the accompanying form of proxy and return such proxy to the Company s transfer agent, TSX Trust Company ( TSX Trust ), located at 100 Adelaide Street West,
Last updated: Feb 1, 2021