to, and incorporated by reference into, the Company s Annual Report on Form 40-F for the fiscal year ended

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on March 24, 2025

MANAGEMENT INFORMATION CIRCULAR

Dated: February 12, 2025

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on March 24, 2025

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/1734 on Monday, March 24, 2025 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 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/en/1734 using the password ogi2025 (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/1734.

The audited consolidated financial statements for the fiscal year ended September 30, 2024 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 March 20, 2025 (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

February 12, 2025 are entitled to notice of, and to vote at, the Meeting.

DATED at Toronto, Ontario this 12th day of February, 2025.

By Order of the Board of Directors

(signed) Beena Goldenberg

Chief Executive Officer

Articles of Amendment Resolution

Appendix B Reporting Package

Appendix C Charter of the Board of Directors

MANAGEMENT INFORMATION CIRCULAR

This management 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 the holders (the Shareholders ) of common shares ( Common Shares ) in the capital of the Company to be held

virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/en/1734 on Monday, March 24, 2025 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 February 12, 2025.

Similar to last year, 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 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 , Organigram , we and our refer to Organigram Holdings Inc. 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. Unless otherwise stated, all references to dollars, $ or

C$ are to Canadian dollars.

FORWARD-LOOKING INFORMATION

This Circular contains certain information that may constitute forward-looking information and forward-looking statements within

the meaning of applicable securities laws (collectively, forward-looking statements ) which are necessarily based upon the Company s current internal expectations, estimates, forecasts, assumptions and beliefs regarding, among

other things, the future performance and results of the Company s business and operations, general economic conditions, global events and applicable regulatory regime. Such statements can be identified by the use of forward-looking terminology

such as expect , likely , may , will , should , intend , anticipate , potential , proposed , estimate and other similar words, including

negative and grammatical variations thereof, or statements that certain events or conditions may , will or could happen, or by discussions of strategy. Forward-looking statements include estimates, plans,

expectations, opinions, forecasts, projections, targets, guidance, and all other statements that are not statements of fact. The forward-looking statements included in this Circular are made only as of the date of this Circular. Forward-looking

statements in this Circular include, but are not limited to, statements with respect to the timing for completion of the Name Change (as defined below), including the final approval of the Name Change by the Toronto Stock Exchange (the

Forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and

specific, that contribute to the possibility that the expectations, predictions, forecasts, projections and conclusions will not occur or prove accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will

not be achieved. These and other factors may cause actual results or events to differ materially from those anticipated in the forward-looking information.

Although the Company believes that the expectations reflected in such forward-looking statements are

reasonable, it can give no assurance that such expectations will prove to be correct. The Company s forward-looking statements are expressly qualified in their entirety by this cautionary statement. A number of factors could cause actual

events, performance or results to differ materially from what is projected in the forward-looking statements, including the risk of failing to obtain regulatory or other approvals for the Name Change and the other risks described in the

Company s current annual information form under the heading Risk Factors . Material factors and assumptions used in establishing forward-looking information include the Company s ability to obtain the required regulatory

approval for the Name Change. The purpose of forward-looking statements is only to provide the reader with a description of management s expectations relating to future periods, and, as such, forward-looking statements are not appropriate for

any other purpose. You should not place undue reliance on forward-looking statements contained in this Circular. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or

otherwise, except as required by applicable law. The Company does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required by law.

Additional information about the assumptions, risks and uncertainties of the Company s business and material factors or assumptions on which

information contained in forward-looking information is based is provided in the Company s disclosure materials, including in the Company s current Annual Information Form under Risk Factors , filed with the securities

regulatory authorities in Canada and available under the company s issuer profile on SEDAR+ at www.sedarplus.ca, and filed with or furnished to the United States Securities and Exchange Commission (the SEC ) and available on

EDGAR at www.sec.gov. All forward-looking information in this Circular is qualified by these cautionary statements.

Voting Shares and Record Date

The record date for the

Meeting is February 12, 2025 (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 126,217,036 Common Shares issued and outstanding, each carrying the right to one vote. Other than the contractual right to appoint three nominees currently held by BT DE Investments Inc. (the

Investor ), a wholly owned subsidiary of British American Tobacco plc ( BAT ), 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. Pursuant to the amended and restated investor rights agreement dated January 23, 2024 (the Amended and Restated IRA ), the Investor and any other member of BAT and its affiliate are

entitled to appoint (i) 30% of the Company s Board for so long as their Partially Diluted Ownership Percentage (as defined in the Amended and Restated IRA) of the Company is at least 30%; (ii) 20% of the Board so long as their Partially Diluted

Ownership Percentage of the Company is at least 20% from time to time; and (iii) 10% of the Board for so long as their Partially Diluted Ownership Percentage of the Company is at least at least 10% (but less than 15%).

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. 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 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

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 non-registered

Shareholders are encouraged to vote in advance of 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