Full Press Release Details
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
to be held on March 30, 2026
MANAGEMENT INFORMATION CIRCULAR
Dated: February 23, 2026
Message to Shareholders
The board of directors (the "Board")
of Organigram Global 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
in the capital of the Company to be held at 333 Bay Street, Suite 3400, Toronto, Ontario at 10:00 a.m. (Toronto time)
on March 30, 2026. 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 and vote on the indirect
acquisition by the Company of all of the issued and outstanding shares of Sanity Group GmbH (the "Transaction"), a
German pure play cannabis company ("Sanity" or "Sanity Group").
The Transaction represents a compelling and strategically
significant step forward in Organigram's long-term growth strategy of expansion into global cannabis markets. As previously announced
by the Company, the Company entered into a share purchase agreement on February 18, 2026 (the "Share Purchase Agreement")
with, inter alia, the sellers listed in the Share Purchase Agreement (collectively, the "Sellers"), contemplating,
among other things, the indirect acquisition of all of the issued and outstanding shares (the "Purchased Shares") of
Sanity Group not currently held by the Company.
Sanity Group is a leading European cannabis company
with a strong presence in Germany, the second-largest federally legal cannabis market in the world, and growing operations across other
key European jurisdictions. Founded in Berlin in 2018, Sanity Group has distinguished itself as an innovative and growth-oriented European
cannabis company comprised of three verticals: medical cannabis, wellbeing products and regulated recreational cannabis pilot programs.
Sanity has exhibited strong financial performance and a positive trajectory for continued growth, evidenced by revenue advancing from
9 million in 2023 to 60 million in 2025, while concurrently achieving substantial gross margin expansion from 15%
in 2023 to 47% in 2025. By bringing together two market leaders, the Board believes the Transaction will position Organigram as a global
leader in the cannabis industry through the establishment of a meaningful and scalable European platform on top of its Canadian platform,
while leveraging Organigram's proven operational expertise, product innovation capabilities and disciplined capital allocation approach.
In consideration for the Purchased Shares, the
Company has agreed to pay the Sellers:
Company's Common Shares on the Toronto Stock Exchange (the "TSX") on February 17, 2026, the day prior
to the date of the Share Purchase Agreement (the "Closing Share Consideration" and together with the Closing Cash Consideration,
the "Closing Consideration"); and
The Company has arranged the following financing
commitments (each of which is conditional upon the closing of the Transaction and will close concurrently upon the closing of the Transaction)
in order to fund the cash portion of the purchase price for the Transaction and pay certain related transaction expenses:
The Transaction is expected to have significant
benefits to Organigram and its shareholders, including:
with Sanity Group's deep network will position the Company to sell significantly greater volumes of high-margin
flower, creating the ability to capture more of the value chain. The Company will capitalize on Sanity Group's sophisticated commercial
capabilities across Germany, Poland, the UK, and Switzerland and engage Sanity Group's regulatory expertise, which is critical to
navigating new markets.
The closing of the Transaction is subject to certain
closing conditions, including, among others, approval of the Transaction by the Company's Shareholders, approval by the TSX, notification
to the NASDAQ, and clearance under Germany's foreign direct investment regime from the German Ministry of Economics and Energy.
If the necessary approvals are obtained in a timely manner, the Transaction is expected to close in the second quarter of calendar year
2026. However, it is not possible to state with certainty when or if the closing of the Transaction will occur.
At the Meeting, the shareholders of the Company
will be asked to consider and, if deemed advisable, pass an ordinary resolution (the "Transaction Resolution") approving:
(i) the Transaction; (ii) the issuance up to 96,287,602 Common Shares comprised of: (A) up to 54,789,134 Common Shares
issuable to the Sellers (including BAT) pursuant to the Transaction; (B) up to 13,693,120 Common Shares issuable upon the conversion
of up to 13,693,120 Class A Preferred Shares issuable to BAT pursuant to the Transaction; (C) as the Total Consideration for
the Transaction is priced in Euros and the Company's Common Share price is in Canadian dollars, up to 6,848,225 Common Shares issuable
in the event there is a change in the Euro:CAD exchange rate resulting in a greater number of Shares being issuable than originally anticipated;
(D) up to 14,027,074 Common Shares issuable upon the conversion of the 14,027,074 Class A Preferred Shares issuable to BAT pursuant
to the Private Placement Financing; and (E) to address the accretion of the Class A Preferred Shares in accordance with their
additional 6,930,049 Common Shares issuable upon the conversion of the Class A Preferred Shares in accordance with
their terms. The Common Shares held by BAT will be excluded from the vote on the Transaction Resolution in accordance with Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and the rules of the TSX Company
Manual, as further described in the Circular.1
The Board (with Simon Ashton, Craig Harris and
Karina Gehring abstaining from voting, being BAT's representatives on the Board (collectively, the "BAT Nominees"))
and the Company's Investment Committee (with Simon Ashton and Craig Harris abstaining from voting), after consulting with its legal
and financial advisors and after consideration of the Opinion (as defined and discussed in the enclosed Circular (as defined below)) and
such other matters as it considered relevant, as more particularly described under the heading "Reasons for the Board's
Recommendation" contained in the Circular, determined that the Transaction is in the best interests of the Company. Accordingly,
the Board has unanimously (with the BAT Nominees abstaining from voting) approved the Transaction and recommends that you vote FOR
the Transaction Resolution.
Full details of the Transaction are set out in
the accompanying Circular. The Circular describes the Transaction and includes certain additional information to assist you in considering
how to vote on the proposed Transaction Resolution (as defined and described in the Circular), including certain risk factors relating
to the completion of the Transaction. 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.
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 February 23, 2026 can exercise their right to vote on the business of the Company at the Meeting by attending the Meeting in person
and voting in accordance with the enclosed instructions or by completing and submitting a proxy. The Meeting will be conducted at 333
Bay Street, Suite 3400, Toronto, Ontario on March 30, 2026 at 10:00 am (Toronto time) or at any adjournment(s) or postponement(s) thereof.
Instructions on how to vote at the Meeting and vote by proxy are included in the accompanying Circular. For those Shareholders who are
unable to attend the Meeting in person, the Company will make an audio-only telephone conference available for Shareholders to listen
to the Meeting. No voting will occur on the audio conference. To join the audio-only telephone conference, please dial (646) 307-1963
(from Toronto) or (800) 715-9871 (toll-free) and quote the following reference number: 96766. 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
March 26, 2026 (or at least 48 hours, excluding Saturdays, Sundays
1 The issuance of the 9,897,356 Shares
to be issued pursuant to BAT's exercise of its existing top-up rights was previously approved by Shareholders on January 18, 2024.
As such, Shareholders are not being asked to approve the issuance of those Shares at this Meeting.
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