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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, 2022 INFORMATION CIRCULAR Dated: January 18, 2022 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS to be held on February 23, 2022 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, 2022
INFORMATION CIRCULAR
Dated: January 18, 2022
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be held on February 23, 2022
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 https://virtual-meetings.tsxtrust.com/1254 on Wednesday, February 23, 2022 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.
Important Notice Regarding Virtual Meeting
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.
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/1254, using the password org2021 (case sensitive).
The audited consolidated financial statements for the fiscal year ended August 31, 2021 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.
shares registered on the books of the Company at the close of business on January 17, 2022 are entitled to notice of, and to vote at, the Meeting.
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 18, 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 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 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, 2022.
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 22
Assessments 23
Director Tenure 23
Board Interlocks 23
Diversity 23
Environmental, Social and Governance Initiatives 25
Cybersecurity 26
Nasdaq Corporate Governance 26
COMPENSATION OF EXECUTIVE OFFICERS 26
Named Executive Officers 26
Overview and Philosophy 27
Compensation Discussion and Analysis 27
Summary Compensation Table 32
Performance Graph 33
Equity Incentive Plans 33
Securities Authorized for Issuance under the Equity Compensation Plans 46
Burn Rate under the Equity Compensation Plans 46
Incentive Plan Awards 47
Group Retirement Programs 49
Benefits and Perquisites 49
Termination and Change of Control Benefits 49
DIRECTOR COMPENSATION 50
Overview and Philosophy 50
Elements of 2021 Director Compensation 50
Director Summary Compensation Table 51
Incentive Plan Awards 52
Share Ownership Policy 53
Directors and Officers Liability Insurance 53
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 54
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 54
ADDITIONAL INFORMATION 54
OTHER MATTERS 54
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 https://virtual-meetings.tsxtrust.com/1254 on Wednesday, February 23, 2022 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, 2022.
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 once again 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 17, 2022 (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 310,817,649 Common Shares issued and outstanding, each carrying the
right to one vote. Other than the contractual right to appoint two nominees currently held by 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 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
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. 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
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.
Given this 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 https://virtual-meetings.tsxtrust.com/1254.
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
org2021 (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
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 .
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 https://virtual-meetings.tsxtrust.com/1254. 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 org2021 (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 Meeting.
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 https://virtual-meetings.tsxtrust.com/1254.
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.
A 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, Suite 301, Toronto, Ontario, M5H 4H1, not later than 10:00 a.m. (Toronto time) on February 18, 2022 (or at least
Last updated: Feb 2, 2022