OGI Organigram Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES

EXCHANGE ACT OF 1934

For the month of December 2023

Commission File Number: 001-38885

ORGANIGRAM HOLDINGS INC.

(Translation of registrant’s name into English)

145 King Street West, Suite 1400

Toronto, Ontario, Canada M5H 1J8

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [    ]                    Form 40-F [ X ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [    ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [    ]

SUBMITTED HEREWITH

Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ORGANIGRAM HOLDINGS INC.

Interim Chief Financial Officer

Date: December 27, 2023

Exhibit 99.1

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on January 18, 2024

and

MANAGEMENT INFORMATION CIRCULAR

Dated: December 20, 2023

Message to Shareholders

Dear 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

(i)

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:

(ii)

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.

In 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

(iii)

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.

Yours very truly,

(iv)

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on January 18, 2024

NOTICE 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 circumstance.

(i)

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 20^th day of December, 2023.

(ii)

TABLE OF CONTENTS

(i)

(ii)

(iii)

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/1576 on Monday, January 18, 2024 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 December 15, 2023.

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, 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:

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Forward-looking information is provided for the purposes of assisting the reader in understanding the Company and its business, operations, risks, financial performance, financial position and cash flows as at and for the periods ended on certain dates, and to present information about management’s current expectations and plans relating to the future, and the reader is cautioned that such statements may not be appropriate for other purposes. In addition, this Circular may contain forward-looking information attributed to third party industry sources. Undue reliance should not be placed on forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Forward-looking information does not guarantee future performance and involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking information. By its nature, 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.

Certain of the forward-looking statements and other information contained herein are based on estimates prepared by the Company using data from publicly available governmental sources as

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well as from market research and industry analysis, and on assumptions based on data and knowledge of the medical cannabis industry, industrial hemp industry and the adult-use recreational cannabis industry which the Company believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. While the Company is not aware of any misstatement regarding any industry or government data presented herein, the medical cannabis industry, industrial hemp industry, and the adult-use recreational cannabis industry involve risks and uncertainties that are subject to change based on various factors.

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. These factors include, but are not limited to, the inability of the parties to collaborate successfully such that the anticipated benefits of the Investment are realized; the ability to realize synergies and cost savings at the times, and to the extent, anticipated; the ability of the Company to implement its business strategies, competition, market conditions and other risks; the potential impact of the consummation of the Investment on relationships, including with regulatory bodies, employees, suppliers, customers, competitors and other key stakeholders; the inability of the parties to obtain the necessary stock exchange, shareholder and other approvals required for the Investment; the inability of the parties to close the Investment on the terms and timing described herein, or at all; risks relating to expansion into new markets, foreign investment risk, risk of corruption and fraud in emerging markets and relating to ownership of real property; regulatory and operational risks associated with expansion into foreign jurisdictions, reliance on international advisers and consultants; risks relating to the COVID-19 pandemic and catastrophic events; changes in or enforcement of national and local government legislation, controls or regulations and/or changes in the administration of laws, policies and practices and political or economic developments in the jurisdictions in which the parties carry on business or in which the parties may carry on business in the future; and material adverse changes in general economic, business and political conditions, including changes in the financial markets and compliance with extensive government regulation; changes in the Canadian cannabis industry and market, governmental regulation, changes in laws, regulations and guidelines, volatility in the wholesale and retail prices of cannabis, the Company’s success in developing new products and finding a market for the sale of new products, negative cash flows from operations, dividends, competition from illicit markets, acquisition and integration risk, volatility in the market for the Company’s securities, limited operating history and history of losses, product liability, sufficiency of insurance, management of growth, financing risks, risks relating to developing and maintaining effective internal controls for reliable financial reporting and for fraud prevention, reliance on key personnel, product recalls, risks relating to litigation and securities class actions, difficulties with forecasts, uninsured and uninsurable events risks, unknown health impacts of the use of cannabis and cannabis-derivatives, reliance on third-party transportation, ability to meet target production capacity, scale of operations, contracts or other arrangements with provincial governments are not guaranteed, continuing to meet listing standards for the Toronto Stock Exchange and the Nasdaq Global Select Market, differing shareholder protections across jurisdictions, increased volatility for dual-listed shares, market liquidity risks, investment risk, risks relating to the Company’s status as a foreign private issuer in the U.S., risks relating to the Company’s intellectual property, credit risk, liquidity risk, concentration risk, risks associated with significant shareholders, dividends, publicity or consumer perception, cyber security and privacy, product security, environmental and employee health and safety regulations, reliance on key inputs, regulatory proceedings, investigations and audits, fraudulent or illegal activity by employees, restrictions on foreign investors, anti-money laundering laws and regulation risks, anti-corruption and anti-bribery laws,

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global economic risks, future acquisitions, general business risks and liabilities, dilution, constraints on marketing products, provincial legislative controls, suppliers and skilled labour, conflicts of interest, risks associated with the Company’s status as a holding company and the other risks described in this Circular under the heading “Risk Factors”. Material factors and assumptions used in establishing forward-looking information include that construction and production activities will proceed as planned and regulatory conditions will advance in the manner expected by management. 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 this circular under “Risk Factors” and 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 SEC and available on EDGAR at www.sec.gov. All forward-looking information in this Circular is qualified by these cautionary statements.

QUESTIONS AND ANSWERS ABOUT THE INVESTMENT

The following are some of the questions that you, as a Shareholder, may have in respect of the Investment with the Investor and answers to those questions. These questions are provided for convenience only and should be read in conjunction with this Circular.

What is the Investment?

At the Meeting, Shareholders will be asked to consider certain resolutions in connection with an additional equity investment (the “Investment”) in the Company by BT DE Investments Inc. (the “Investor”), a wholly owned subsidiary of British American Tobacco plc (“BAT”).

The Investment is structured such that, after giving effect to the closing of any tranche, the aggregate number of Common Shares beneficially owned or controlled, directly or indirectly, by the Investor, its affiliates, associates, related parties and any joint actors, may not exceed 30.0% of the issued and outstanding Common Shares (the “30% Common Share Limit”), 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 below)). 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

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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 (the “Amending Agreement”) between the Company and the Investor 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 (the “First Tranche Subscription Proceeds”) 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 (the “Second Tranche Subscription Proceeds”) 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 (the “Third Tranche Subscription Proceeds”) will be issued on or around February 28, 2025 (the “Third Tranche”), for aggregate subscription proceeds of C$124,559,674.36 (the “Aggregate Subscription Proceeds”) or a price of C$3.2203 per Share (the “Per Share Price”).

The majority of the funds from the Investment will be used to create a strategic investment pool called “Jupiter”, as further described below in “Questions and Answers about the Investment – What is the strategic investment pool called Jupiter?”

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 shall 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, customary registration rights, pre-emptive rights, top-up rights, information rights and nomination rights. The primary amendments to the Original IRA, which are described in further detail in this Circular, are as follows:

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The Company and the Investor entered into the Amending Agreement on December 20, 2023 to include certain additional provisions in the Amended & Restated IRA (as defined below) and make certain administrative corrections to the terms of the Class A Preferred Shares, all as further described below.

What is the strategic investment pool called Jupiter?

Approximately C$82 million of the C$124.6 million from the Investment will be used to create a strategic investment pool (the “Jupiter Pool”). The Jupiter Pool will be used to make investments in and/or acquisitions of private and public companies or other businesses or assets related to the cannabis sector and will allow Organigram to expand its global footprint, a strategic priority identified by the Company’s management.

The Board considers current market conditions to be optimal for such an investment approach, as emerging cannabis legalization trends are happening at a global level, as well as an expanding adult consumer base, setting the stage for continued category growth. The Investment presents the Company with the capital to lay global foundations as the legal recreational cannabis market continues to see significant growth.

Benefitting from a decade of experience in the Canadian cannabis market, Organigram has successfully navigated various investments, and the Jupiter Pool will allow the Company to apply its industry knowledge at a larger scale. Organigram will be setting up an internal team that will be focused on sourcing future investment targets and concluding transactions for the Jupiter Pool. This will ensure that an entrepreneurial approach and best-in-class industry knowledge, including that of the regulatory environment, is applied throughout the sourcing process.

Organigram and the Investor have agreed to certain investment parameters in the Amended & Restated IRA to govern the management of the Jupiter Pool, including, among other things, guidelines for decision-making regarding investments as well as the utilization of the funds within the strategic pool. Organigram maintains the highest level of regulatory and product stewardship and will continue to monitor the cannabis regulatory environment carefully. As a result, all of the Jupiter Pool’s potential investments will undertake rigorous legal compliance and due diligence processes. All of the Jupiter Pool’s investments will be considered with Organigram’s long-term strategic vision in mind and with the goal of delivering incremental value to both the Company and the Shareholders.

What am I voting on in respect of the Investment?

In order to effect the Investment, at the Meeting, Shareholders are being asked to approve:

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The Investment is considered to be a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). In addition, (i) the Investment will materially affect the control of the Company; (ii) the number of Shares to be issued to the Investor in the Investment, an insider of the Company, exceeds 10% of the total number of issued and outstanding Common Shares of the Company; and (iii) the price of the Common Shares issued to the Investor in connection with the Investor’s exercise of its Top-Up Rights could be issued at a price below the market price less the maximum allowable discount under the TSX Company Manual. As such, pursuant to both MI 61-101 and the rules of the Toronto Stock Exchange (“TSX”), the Share Issuance Resolution will require the affirmative vote of at least a simple majority of the Shareholders, present or represented by proxy at the Meeting, excluding the votes cast by the Investor under section 5.6 of MI 61-101 and under subsections 604(a)(i), 607(g)(ii) and 607(e) of the TSX Company Manual (such Shareholders, the “Disinterested Shareholders”).

The Investment Resolutions are required to be approved by Disinterested Shareholders in order for the Company to close the Investment.

The full text of the Share Issuance Resolution and the Articles of Amendment Resolution are attached as Appendix “A” and Appendix “B” to the Circular, respectively. See “Business of the Meeting – The Investment – Share Issuance Resolution” and “Business of the Meeting – The Investment – Articles of Amendment Resolution” for further details.

As a foreign private issuer (as defined in Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended), the Company is permitted by section 5615(a)(3) of the Marketplace Rules of the Nasdaq Stock Market LLC (“NASDAQ”) to follow home country governance practices in lieu of certain NASDAQ requirements. As disclosed in its most recent annual report on Form 40-F, the Company follows the TSX rules for Shareholder approval of new issuances of its Common Shares, in lieu of the requirements prescribed by section 5635 of the NASDAQ Marketplace Rules.

What level of Shareholder support is required to approve the Investment?

The Articles of Amendment Resolution must be approved by at least two-thirds of the votes cast by the Shareholders, present in person or represented by proxy, at the Meeting to be effective. The Subscription Agreement contains customary voting and support covenants of the Investor in connection with the approval of matters related to the Investment at the Meeting, which require the Investor to vote in favour of the Articles of Amendment Resolution. See “Business of the Meeting – The Investment – Investment Agreements – Subscription Agreement”.

The Share Issuance Resolution must be approved by at least a majority of votes cast by the Disinterested Shareholders, in person or represented by proxy, at the Meeting to be effective.

See “Business of the Meeting – The Investment” for further details.

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Why should I vote in favour of the Investment?

The Board is confident that the substantial capital injection and creation of the Jupiter Pool will allow Organigram to accelerate its international expansion strategy and solidify its position as a leading cannabis company.

The Investment is part of a strategic partnership between BAT and Organigram, that includes BAT’s original equity investment in the Company in March 2021 of C$221 million, which, at the time, represented a 19.9% equity interest on a post-transaction basis. The Investor currently holds an 18.8% equity stake in the Company. If the Investment is completed in its entirety, the Investor will invest cash of approximately C$124.6 million over the course of three tranches, resulting in BAT indirectly holding a 30.0% voting interest and an approximate 45.0% overall equity interest based on the Company’s issued and outstanding share capital as of the Record Date (assuming the full conversion of the Class A Preferred Shares and excluding any accretion of the Class A Preferred Shares).

This significant investment is expected to strengthen Organigram’s balance sheet, advance its research and development (“R&D”) program and product development activities, and, through the Jupiter Pool, bolster its ability to capitalize on emerging growth opportunities. Further, the flexibility afforded to the Company by this investment will provide incremental capital to Organigram to pursue new opportunities and expand on existing initiatives aimed at fueling net revenue growth and achieving EBITDA objectives. All investments will be considered with Organigram’s long-term strategic vision in mind and with the goal of delivering incremental value to both the Company and its Shareholders.

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.

In the course of its evaluation, the Board considered a number of factors, as more particularly described under “Business of the Meeting – The Investment – Reasons for Recommendation of the Board”.

What happens if the Investment is not approved by the Shareholders?

In order for the Investment to proceed, the Share Issuance Resolution and the Articles of Amendment Resolution must each be approved by the Shareholders entitled to vote thereon at the Meeting. If the Investment Resolutions are not approved by the Shareholders, the Investment will not close and the Company will not receive any proceeds from the Investment.

In addition, if the Investment is not completed, the market price of the Common Shares may be impacted to the extent that the market price reflects a market assumption that the Investment will be completed. If the Investment is not completed and the Board decides to seek another transaction, there can be no assurance that it will be able to find an equivalent or more attractive alternative.

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Can Shareholders approve only a portion of the Investment?

No. Shareholders are being asked to approve the Investment as a whole. The Investment was negotiated between the Company and the Investor as an integrated package and Shareholders may not vote to approve only parts of the Investment.

What does the Board think of the Investment?

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.

When does the Company expect the Investment will close?

The Investment will close in three tranches. If the Investment Resolutions are approved by the Shareholders at the Meeting and the other closing conditions are satisfied, it is anticipated that the First Tranche will close on or around January 23, 2024. The Company expects the Second Tranche to close on August 30, 2024 (or such earlier date as the Company and the Investor may mutually agree), subject to the satisfaction of certain closing conditions. The Company expects the Third Tranche to close on or around February 28, 2025 (or such earlier date as the Company and the Investor may mutually agree), subject to the satisfaction of certain closing conditions. However, it is not possible to state with certainty when or if the closing of any tranche of the Investment will occur.

What approvals are required for the Investment?

The Investment is subject to (i) the approval of the Share Issuance Resolution by not less than a majority of the votes cast, in person or by proxy, by the Disinterested Shareholders at the Meeting, and (ii) the approval of the Articles of Amendment Resolution by not less than two-thirds of the votes cast, in person or by proxy, by the Shareholders at the Meeting.

The Investment will close in three tranches, each subject to specific closing conditions, including the receipt of listing approval by the TSX and clearance under the Competition Act (Canada) (the “Competition Act”). On December 19, 2023, the Company received conditional approval from the TSX for the listing of up to 183,679,525 Common Shares in connection with the Investment, as described further under “Business of the Meeting – The Investment – TSX Requirements”. On November 23, 2023, the Commissioner of Competition (the “Commissioner”) issued an advanced ruling certificate (the “ARC”) pursuant to section 102 of the Competition Act in respect of the Investment. The issuance of the ARC satisfies the closing condition of the clearance required under the Competition Act pursuant to the Subscription Agreement and is further described below under “Business of the Meeting – The Investment – Other Regulatory Matters – Competition Act Clearance”. The Company is also required to certify, as of the closing of each tranche, that certain fundamental representations and warranties of the Company remain true and correct, and all other representations and warranties of the Company remain true and correct to a materially correct standard. The Investment is not subject to any financing condition. See “Business of the Meeting –The Investment – Investment Agreements – Subscription Agreement” for further details.

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What will the impact of the Investment be on the Company?

The Investor will acquire an aggregate of 38,679,525 Shares over the course of the three tranches of the Investment. The Investor currently owns 15,249,027 Common Shares of the Company, representing approximately 18.8% of the issued and outstanding Common Shares (measured on a non-diluted basis) as of the Record Date of the Meeting.

In connection with the closing of the First Tranche, the Company estimates that the Investor will acquire an additional 12,893,175 Common Shares, bringing the aggregate number of Common Shares held by the Investor to 28,142,202 or approximately 29.9% of the post-issuance issued and outstanding Common Shares (measured on a non-diluted basis).

In connection with the closing of the Second Tranche, the Company estimates that the Investor will acquire an additional 106,056 Common Shares, bringing the aggregate number of Common Shares held by the Investor to 28,248,258 or approximately 30.0% of the post-issuance issued and outstanding Common Shares (measured on a non-diluted basis), and 12,787,119 Class A Preferred Shares, as the Investor’s aggregate ownership of Common Shares will have reached the 30% Common Share Limit and the Investor will be prohibited from acquiring any further Common Shares. Assuming the full conversion of the Class A Preferred Shares, the Investor will hold 41,035,377 Common Shares or approximately 38.4% of the post-issuance issued and outstanding Common Shares (measured on a partially-diluted basis).

In connection with the closing of the Third Tranche, the Company estimates that the Investor will acquire an additional 12,893,175 Class A Preferred Shares, as the Investor’s aggregate ownership of Common Shares will have reached the 30% Common Share Limit and the Investor will be prohibited from acquiring any further Common Shares. Assuming the full conversion of the Class A Preferred Shares, the Investor will hold 53,928,552 Common Shares or approximately 45.0% of the post-issuance issued and outstanding Common Shares (measured on a partially-diluted basis).

The final allocation of the Common Shares and Class A Preferred Shares to be issued on the closing of the First Tranche, Second Tranche, and Third Tranche, as applicable, will be such higher or lower numbers as may be permitted by the 30% Common Share Limit. The foregoing figures are estimates based on the Company’s 81,161,630 Common Shares issued and outstanding as of the Record Date.

In addition, pursuant to the Amended & Restated IRA to be entered into by the parties upon the closing of the First Tranche, the Investor will be granted Top-Up Rights, which, subject to the terms and conditions of the Amended & Restated IRA, will allow the Investor to acquire additional Shares in order to maintain its proportionate ownership interest in the Company in the event that the Company issues Common Shares or securities exercisable therefor in certain instances. In addition, under the Amended & Restated IRA, the Investor will have the right to nominate up to 30% of the Company’s Board and approval rights over certain fundamental transactions that may be undertaken by the Company, all as further described in “Business of the Meeting – The Investment – Investment Agreements – Amended and Restated Investor Rights Agreement.”

What is going to happen to the Board upon the closing of the Investment?

Pursuant to the terms of the Amended & Restated IRA to be entered into by the parties upon the closing of the First Tranche, the Investor will be entitled to designate a certain number of nominees to be elected to the Board of the Company in proportion to the Investor’s partially diluted ownership percentage as follows: (i) 30% of the directors, for so long as the Investor owns at least

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30% of the Shares; (ii) 20% of the directors, for so long as the Investor owns at least 15% of the Shares; and (iii) 10% of the directors, for so long as the Investor owns at least 10% of the Shares.

Notwithstanding the foregoing, pursuant to the terms of the Subscription Agreement, from the closing of the First Tranche to the closing of the Second Tranche, the Investor shall be entitled to designate 30% of the nominees to be elected to the Company’s board of directors for so long as the Investor owns at least 25% of the Shares (measured on a partially diluted basis). See “Business of the Meeting – The Investment – Investment Agreements”.

The Company expects that the Investor will be eligible to nominate a third board nominee following the closing of the First Tranche, as it anticipates the Investor’s ownership increasing to approximately 29.9% of the Company’s issued and outstanding Common Shares (measured on a partially diluted basis). In the event that the Investor notified the Company that it expects to exercise this right, the Board may have one of its current board members resign in accordance with the terms of the Amended & Restated IRA.

Are there risks I should consider in deciding whether to vote for the Investment Resolutions?

Yes. There are a number of risks you should consider in connection with the Investment, which are described in this Circular under the heading “Risk Factors”. See “Business of the Meeting – The Investment – Risk Factors”.

What if I have other questions?

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.

VOTING INFORMATION

Voting Shares and Record Date

The record date for the Meeting is December 6, 2023 (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 81,161,630 Common Shares issued and outstanding, each carrying the right to one vote. Other than the contractual right to appoint two nominees currently held by the Investor, a wholly owned subsidiary of 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 Original IRA, the Investor is currently entitled to appoint (i) 20% of the Company’s 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 the Investor holds at least 10% of the issued and outstanding Common Shares of the Company from time to time.

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

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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 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. 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

Registered Shareholders on the Record Date may vote online at the virtual meeting at https://virtual-meetings.tsxtrust.com/en/1576. Registered Shareholders should click on “I have a control number” and he, she, they, or it will be prompted to enter his, her, their or its twelve digit control number (which is located on their proxy form) and enter the password “ogi2024” (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, they 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-registered 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 https://virtual-meetings.tsxtrust.com/en/1576. Non-registered Shareholders should click on “I have a control number” and he, she, they or it will be prompted to enter his, her, they or its control number (obtained from TSX Trust Company) and enter the password “ogi2024” (case sensitive). The

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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/en/1576.

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, their 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 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 Lumi’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, their 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 registered Shareholder may either instruct that person on how they want that person to vote, or let him, her, they or it 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 registered 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 registered Shareholder at the Meeting. Any registered 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 registered 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.

Registered Shareholders wishing to be represented by proxy at 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 January 16, 2024 (or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to any

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reconvened meeting in the event of an adjournment of the Meeting). Failure to complete or deposit a proxy properly may result in its invalidation. The time limit for the deposit of proxies may be waived by the Chair of the Company’s Board at his or her discretion without notice.

Registered Shareholders who wish to appoint a person other than the management nominees identified on the form of proxy, must carefully follow the instructions in this Circular and on their form of proxy. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust, by emailing tsxtrustproxyvoting@tmx.com the “Request for Control Number” form, which can be found at http://tsxtrust.com/resource/en/75, after submitting their form of proxy. Failure to register the proxyholder with TSX Trust will result in the proxyholder not receiving a control number to participate in the Meeting and only being able to attend as a guest. Guests will not be permitted to vote or ask questions at the Meeting.

Proxies given by Shareholders for use at the Meeting may be revoked at any time prior to their use by depositing an instrument in writing executed by the Shareholder or by his, her, their or its attorney authorized in writing or, if the Shareholder is a company, by an officer or attorney thereof duly authorized, with TSX Trust located at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 not later than 10:00 a.m. (Toronto time) on January 16, 2024 (at least 48 hours, excluding Saturdays, Sundays and holidays, prior to any reconvened in the event of an adjournment of the Meeting). Late proxies may be accepted or rejected by the chair of the Meeting in his or her discretion, and the chair is under no obligation to accept or reject any particular late proxy. The deadline for the deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion, without notice.

A registered Shareholder may also revoke his, her, their or its proxy at the Meeting provided that such Shareholder is a registered Shareholder whose name appeared on the Shareholders’ register of the Company as at the Record Date.

Appointment and Revocation of Proxies – Non-Registered Shareholders

The information set forth in this section is of significant importance to Shareholders who do not hold their Common Shares in their own name. A non-registered Shareholder is a Shareholder who beneficially owns shares that are registered in the name of an Intermediary such as a securities broker, financial institution, trustee, custodian or other nominee who holds shares on behalf of the Shareholder, or in the name of a clearing agency in which the intermediary is a participant. Pursuant to NI 54-101, the Company will distribute copies of proxy-related materials in connection with this Meeting to Intermediaries for onward distribution to non-registered Shareholders. Intermediaries have obligations to forward Meeting materials to non-registered Shareholders unless otherwise instructed by the Shareholder (and as required by regulation in some cases, despite such instructions).

Only registered Shareholders or their duly appointed proxy holders are permitted to vote at the Meeting. A non-registered Shareholder should follow the directions of the Intermediary with respect to the procedures to be followed in order to permit the non-registered Shareholder to direct the voting of shares beneficially owned by such Shareholder. A non-registered Shareholder wishing to attend and vote at the Meeting must insert his, her, their or its own name in the space provided for the appointment of a proxyholder on the voting instruction form or proxy form provided by the Intermediary and return it in accordance with the Intermediary’s directions. By doing so, non-registered Shareholders are instructing their nominee to appoint them as proxyholder.

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Non-registered Shareholders who wish to attend and vote at the Meeting must also take the additional step of registering with our transfer agent, TSX Trust, by emailing tsxtrustproxyvoting@tmx.com the “Request for Control Number” form, which can be found at http://tsxtrust.com/resource/en/75, after submitting their voting instruction form. Failure to register with the TSX Trust in advance of the proxy cut-off time will result in the non-registered Shareholder not receiving a control number to participate in the Meeting and only being able to attend as a guest. Guests will not be permitted to vote or ask questions at the Meeting.

Only registered Shareholders have the right to revoke a proxy. Non-registered Shareholders who wish to change their vote must, in sufficient time in advance of the Meeting, arrange for their Intermediaries to change the vote and, if necessary, revoke their proxy.

Notice to Shareholders in the United States

The solicitation of proxies involves securities of a foreign private issuer (as defined in Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)) located in Canada and is being effected in accordance with the corporate laws of Canada and securities laws of the provinces and territories of Canada. The proxy solicitation rules under the Exchange Act are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces and territories of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces and territories of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely because the Company is a corporation existing under the laws of Canada. The Company exists under the laws of Canada, and all of its executive offices, administrative activities and assets are located outside the United States. In addition, most of the directors and officers of the Company are residents of jurisdictions other than the United States and all or a substantial portion of the assets of those persons are or may be located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to the jurisdiction of, or judgment by, a United States court.

Voting and Discretion of Proxies

On any ballot that may be called for, the Company’s shares represented by a properly executed proxy will be voted or withheld from voting in accordance with the instructions given on the proxy, and if the Shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. If no direction is given in a proxy with respect to any matter set out therein, the proxy will be voted FOR such matter. The form of proxy confers discretionary authority upon the person named in the proxy to vote as he or she sees fit with respect to amendments to matters identified in the Notice of Meeting and with respect to other matters that may properly come before the Meeting or any adjournment of the Meeting. As of the date of this Circular, management of the Company is not aware of any such amendment or other matter to come before the Meeting.

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Principal Holders of Voting Shares

The following table shows the names of the persons or companies who, to the knowledge of the directors and executive officers of the Company, as at the date hereof, beneficially own, or exercise control or direction over, securities of the Company carrying 10% or more of the voting rights of any class of voting securities.

BUSINESS OF THE MEETING

To the knowledge of the directors and executive officers of the Company, the only matters to be brought before the Meeting are those set forth in the accompanying Notice of Meeting, which are set out in further detail below.

Receipt of Financial Statements

At the Meeting, Shareholders will receive and consider the audited consolidated financial statements of the Company for the thirteen months ended September 30, 2023 (“Fiscal 2023”) and the auditor’s report on such statements. The Company’s audited financial statements have been filed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. All Shareholders may request a paper copy of the audited consolidated financial statements by contacting TSX Trust Company toll free at 1-866-600-5869. The financial statements and the report of the auditor thereon do not require a vote at the Meeting.

Election of the Board of Directors

At the Meeting, it will be proposed that nine directors be elected to hold office for a term expiring at the close of the next annual general meeting, or until their successors are elected or appointed in accordance with the provisions of the CBCA. Mr. Manget has decided not to stand for re-election at the Meeting.

Pursuant to the Original IRA between the Company and the Investor, the Investor is entitled to appoint (i) 20% of the Company’s 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 the Investor holds at least 10% of the issued and outstanding Common Shares of the Company from time to time.

The Investor currently owns greater than 15% of the Company’s issued and outstanding Common Shares, and as a result has the right to designate 20% of the nominees to be elected to the Company’s Board. Simon Ashton and Karina Gehring are the Investor’s nominees to the Company’s Board for Fiscal 2023.

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If connection with the closing of the First Tranche, and subject to the Company obtaining the requisite Shareholder and stock exchange approval of the Investment, the Company and the Investor will enter into the Amended & Restated IRA. Pursuant to the Amended & Restated IRA, the Investor will be entitled to designate a certain number of nominees to be elected to the Board of the Company in proportion to the Investor’s partially diluted ownership percentage as follows: (i) 30% of the directors, for so long as the Investor owns at least 30% of the Shares; (ii) 20% of the directors, for so long as the Investor owns at least 15% of the Shares; and (iii) 10% of the directors, for so long as the Investor owns at least 10% of the Shares.

Notwithstanding the foregoing, pursuant to the terms of the Subscription Agreement, from the closing of the First Tranche to the closing of the Second Tranche, the Investor shall be entitled to designate 30% of the nominees to be elected to the Company’s board of directors for so long as the Investor owns at least 25% of the Shares (measured on a partially diluted basis). See “Business of the Meeting – The Investment – Investment Agreements”.

The Company expects that the Investor will be eligible to nominate a third board nominee following the closing of the First Tranche, as it anticipates the Investor’s ownership increasing to approximately 29.9% of the Company’s issued and outstanding Common Shares (measured on a partially diluted basis).

In the absence of contrary instruction, the management appointee acting as a proxyholder will vote FOR of the appointment of the nominees who are named below. If any of the proposed nominees should for any reason be unable to serve as a director, the persons named in the enclosed form of proxy reserve the right to nominate and vote for another nominee in their discretion.

Advance Notice Provision

The Company’s advance notice provision (the “Advance Notice Provision”), which is included in the Company’s Amended and Restated By-Law No. 1, fixes a deadline by which Shareholders must submit director nominations prior to any meeting of the Shareholders. In the case of annual general meetings, advance notice must be delivered to the Company not less than 30 days prior to the date of the annual general meeting, provided, however, that if (a) the annual general meeting of Shareholders is called for a date that is less than 50 days after the date on which the first public announcement of the date of the annual general meeting was made, notice must be received not later than the close of business on the 10^th day following the date on which the public announcement of the date of the annual general meeting if first made by the Company, and (b) the Company uses “notice-and-access” (as defined in NI 54-101) to send proxy related materials to Shareholders in connection with an annual general meeting, notice must be received not less than 40 days prior to the date of the annual general meeting. In the case of a special meeting of the Shareholders (which is not also an annual general meeting of the Shareholders), advance notice must be delivered to the Company not later than the close of business on the 15^th day following the day on which the public announcement of the date of the special meeting of Shareholders is first made by the Company.

The Advance Notice Provision requires any Shareholder making a director nomination to provide certain important information about its nominee(s) with its advance notice. The Board may, in its sole discretion, waive any advance notice requirement. The Board believes that all Shareholders should be provided with sufficient disclosure and time to make appropriate decisions on the election of their board representatives, allowing Shareholders to fully participate in the director election process in an informed and effective manner. The Advance Notice Provision provides a

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transparent, structured, and fair director nomination process, consistent with the guidelines published by leading proxy advisory firms.

The Advance Notice Provision includes a provision providing for a forum for adjudication of certain disputes, whereby unless the Company approves or consents in writing to the selection of an alternative forum, the courts of the Province of Ontario and appellate courts shall be the sale and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim for breach of a fiduciary duty owed by any director or officer of the Company to the Company, (c) any action asserting a claim arising pursuant to any provision of the CBCA or the articles or by-laws of the Company (as either may be amended from time to time), or (d) any action asserting a claim otherwise related to the relationships among the Company, its affiliates and their respective Shareholders, directors and/or officers, but does not include claims related to the business carried on by the Company or such affiliates. Any person or entity owning, purchasing or otherwise acquiring any interest, including without limitation, any registered or beneficial ownership thereof, in the securities of the Company shall be deemed to have notice of and consented to the provisions of the by-laws.

The Company did not receive notice of a nomination in compliance with the Advance Notice Provision, and as such, any nominations other than nominations by or at the direction of the Board or an authorized officer of the Company will be disregarded at the Meeting.

Majority Voting Policy

The Company had previously adopted a majority voting policy for its Board nominees in compliance with TSX rules. However, this policy was not renewed as of August 26, 2022, as new provisions of the CBCA introducing a statutory voting requirement for uncontested director elections came into effect. Under the CBCA amendments, Shareholders are to vote “for” or “against” (as opposed to “for” and “withhold”) nominees for the Board at an uncontested meeting. If a nominee does not receive a majority of the votes cast for their election, the nominee will not be elected and the Board position will remain open or, if in the case of incumbent directors, such director may continue in office until the earlier of (i) the 90th day after the election, or (ii) the day on which his or her successor is appointed or elected.

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³ Mr. Amirault regularly attends committee meetings from time to time as a guest.

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⁴ Ms. Goldenberg regularly attends committee meetings from time to time as a guest.

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⁵  Following scheduling conflicts during Mr. Ashton’s first year of service, his attendance at meetings subsequent to January 2023 has been 100%.

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Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as disclosed herein, to the knowledge of the Company, none of the proposed directors is, or has been within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any other company (including the Company) that:

where “order” refers to a cease trade or similar order, or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 days.

Except as disclosed herein, to the knowledge of the Company, none of the directors of the Company:

None of the proposed directors has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Mr. Stephen Smith is a director of MAV Beauty Brands Inc. (“MAV Beauty”). On November 14, 2023, MAV Beauty commenced voluntary proceedings under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) in the Ontario Superior Court of Justice (Commercial List) in order to facilitate a restructuring through a going-concern sale of substantially all of the assets of MAV Beauty. On November 20, 2023, the Ontario Securities Commission issued a cease trade order in respect of the trading of MAV Beauty’s securities for the failure to file certain periodic reports following the commencement of the CCAA proceedings. During the CCAA proceedings, on December 8, 2023, MAV Beauty completed a sale of substantially all of the assets of the company and its subsidiaries to an affiliate of Nexus Capital Management LP. The trading of MAV Beauty’s common shares on the TSX has halted and the TSX will delist MAV Beauty’s common

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shares on December 21, 2023. Mr. Smith is expected to resign as a director of MAV Beauty on December 20, 2023.

Appointment of Auditor

The present auditor of the Company is KPMG LLP. KPMG LLP was appointed as auditor of the Company on December 14, 2020. The Board is recommending the re-appointment of KPMG LLP as the independent auditor of the Company, to hold office until the close of the next annual meeting of the Shareholders or until its successor is appointed, and that the Board be authorized to fix the remuneration of the auditors.

In the absence of contrary instruction, the management appointee acting as a proxyholder will vote FOR the re-appointment of the firm of KPMG LLP as auditors of the Company and to authorize the Board to fix KPMG’s remuneration.

The Investment

The Investment, which was originally announced on November 5, 2023, 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 the Jupiter Pool, a strategic investment pool, that 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, 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 the new class of Class A Preferred Shares which shall mirror the terms of the Common Shares, apart from being non-voting and convertible into Common Shares (subject to the Conversion Limitation (as defined and described below). 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 Investment, which is governed by 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 the First Tranche Subscription Proceeds 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; (ii) 12,893,175 Shares for the Second Tranche Subscription Proceeds will be issued on or around August 30, 2024; and (iii) 12,893,175 Shares for the Third Tranche Subscription Proceeds will be issued on or around February 28, 2025, for aggregate subscription proceeds of C$124,559,674.36 or a price of C$3.2203 per Share.

In connection with the closing of the First Tranche, the Company and the Investor will enter into the Amended & Restated IRA, which will amend and restate the Original IRA, pursuant to which the Investor currently has, among other things, customary registration rights, pre-emptive rights, top-up 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:

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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, the Investor will hold an approximate 45.0% equity interest in the Company upon closing of the Third Tranche (assuming 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 Circular.

Background to the Investment

On March 11, 2021, the Investor made an initial investment in the Company of approximately C$221 million on a private placement basis to acquire approximately 58.3 million Common Shares (the “Initial Investment”), which, at the time, represented a 19.9% equity interest on a post-transaction basis.

In connection with the Initial Investment, the Company and the Investor entered into the Original IRA, pursuant to which the Investor received certain rights, including pre-emptive rights to participate in equity issuances to maintain its percentage shareholding, subject to customary exceptions, and periodic top-up rights to permit the maintenance of its percentage ownership following exempt issuances. The Original IRA includes customary pro rata piggy-back registration

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rights in favour of the Investor, along with certain share transfer restrictions for the Investor’s Shares in the Company. The Original IRA entitles the Investor to appoint (i) 20% of the Board for so long as it holds at least 15% of the issued and outstanding Common Shares, and (ii) 10% of the Board so long as the Investor holds at least 10% of the issued and outstanding Common Shares.

The Company and the Investor also entered into a Product Development Collaboration Agreement (the “PDC Agreement”), pursuant to which a “Centre of Excellence” was established by the parties to focus on developing the next generation of cannabis products. Each party contributed scientists, researchers, and product developers to the Centre of Excellence, to be overseen by a steering committee consisting of an equal number of senior members from each of BAT and Organigram. Pursuant to the terms of the PDC Agreement, the Investor and Organigram granted each other a licence to certain intellectual property to enable the joint development of novel products, including vapour products, oral products and other products. Both parties were granted the ability to independently commercialise any products developed as a result of the collaboration under their own brands.

The Company is of the opinion that current market conditions are optimal for investment for several reasons, including that: (i) emerging cannabis legalization trends are happening at a global level, and the adult consumer base is expanding, creating high-growth opportunities; (ii) a large proportion of cannabis companies continue to be undervalued compared to their market potential, creating conditions for a “buyer’s market”; (iii) many cannabis companies are looking for strategic investors to help scale their businesses, resulting in a high volume of inbound deal opportunities; and (iv) products arising from the PDC Agreement are nearing commercialization by the Company, and initial testing had been very positive.

As a result, Organigram and BAT commenced discussions regarding a potential follow-on investment from the Investor and the creation by the Company of the Jupiter Pool, a strategic investment pool for the Company to make investments in and/or acquisitions of private and public companies or other emerging growth opportunities related to the cannabis sector. The Jupiter Pool would allow Organigram to bring the parties’ innovations to legal markets beyond Canada, reaching new adult consumers globally. Throughout the summer of 2023, the parties continued to discuss various aspects of the proposed transaction, including possible transaction structures, pricing, revisions to the investor rights agreement in favour of the Investor and the strategic governance terms for the Jupiter Pool.

In May 2023, Stikeman Elliott LLP (“Stikeman”), legal counsel to the Investor, provided Organigram with a draft term sheet reflecting the discussions between the parties to date and containing proposed terms and conditions for the Investment. Discussions between the parties continued over the following months, during which period representatives of the parties negotiated the draft term sheet and Stikeman began conducting diligence on the Company.

On July 4, 2023, the Investment Committee met to discuss the Investment. On July 7, 2023, the Board held a meeting at which they received an update from the Investment Committee. The Investment Committee and the Board discussed the benefits and risks of the proposed transaction and the prospect of an expanded relationship with the Investor. In assessing the transaction, the Board considered views provided by the Investor with respect to its proposal to increase its position in the Company. The Board discussed the benefits of the transaction and the availability of financing to support the Company’s growth prospects.

The Board also considered the benefits of a stronger relationship with BAT, including BAT’s global presence as a leading consumer goods business with sophisticated management, innovative

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product platforms, a dedication to research and development, deep consumer insights, regulatory expertise and a commitment to responsible stewardship and consumer safety. In assessing the proposed transaction, the Board assessed the merits of the transaction, its prospects for the use of proceeds from the transaction and a variety of potential risks and adverse considerations that the transaction presented for the Company. Simon Ashton, a director of the Board, recused himself from these discussions and subsequent meetings regarding the Investment due to his affiliation with BAT. No contrary views were expressed or made by any director in these discussions.

Representatives of Goodmans LLP, legal counsel to Organigram (“Goodmans”), advised the Board that the proposed transaction would require “minority approval” and “disinterested approval” by the Disinterested Shareholders in accordance with MI 61-101 and the rules of the TSX. However, they advised the Board that a “formal valuation” under MI 61-101 would not be required in connection with the Investment.

From July 2023 to early November 2023, representatives from Goodmans and Stikeman participated in discussions and negotiations with representatives from the Investor and the Company. During such meetings, the parties discussed and negotiated the terms and conditions upon which the Investment would be completed. During this period, representatives from Goodmans and Stikeman prepared and negotiated drafts of the proposed Subscription Agreement and Amended & Restated IRA for review and consideration by the parties.

On October 29, 2023, the Board met again to consider the Investment. During the meeting, members of management formally presented the settled terms of the Investment. In assessing the Investment, the Board considered the reasons for and the risks in relation to the transaction described further in this Circular. The Board also considered whether the Investment was in the best interests of the Company and fair and reasonable to the Shareholders. The Board considered, among other factors: (i) the terms of the Subscription Agreement and the Amended & Restated IRA; (ii) the terms and pricing of the Investment; (iii) management’s view and analysis of the Investment; (iv) the business and standing of BAT; (v) that the Investment must be approved by the TSX and cleared under the Competition Act; (vi) that the Investment required a Shareholders’ meeting and Disinterested Shareholder approval; and (vii) consulted with its legal advisors.

After discussion and consideration, the Board concluded that the Investment was fair and reasonable to the Shareholders and the significant benefits to the Company of the Investment justified pursuing and advancing the Investment. The Board unanimously approved (with Simon Ashton, being a Board representative nominated by the Investor, abstaining) the Investment, along with the entering into of the Subscription Agreement and the Amended & Restated IRA (upon the closing of the First Tranche) and related matters.

During the evening of November 3, 2023, representatives of Organigram and the Investor, together with their respective legal counsel, settled the terms of the proposed transaction and the Subscription Agreement and the Amended & Restated IRA. Stikeman advised Organigram that the board of directors of the Investor had approved the proposed transaction. Late in the evening of November 5, 2023, the Investor and Organigram executed and delivered the Subscription Agreement, and a press release announcing the Investment was disseminated early in the morning on November 6, 2023.

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Recommendation of the Board

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.

Reasons for the Board Recommendation

In making its recommendation that Shareholders vote FOR the Investment Resolutions, the Board carefully considered a number of factors, including those listed below. The Board based its recommendation upon the totality of the information presented to and considered by it in light of its knowledge of the business, financial condition and prospects of the Company, after having undertaken a thorough review of, and having carefully considered the terms of, the Investment, and after consulting with its legal advisors.

The following summary of the information and factors considered by the Board is not intended to be exhaustive, but includes a summary of the material information and factors considered in the consideration of the Investment. In view of the variety of factors and the amount of information considered in connection with the consideration of the Investment, the Board did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its conclusions and recommendations. The Investment was determined to be in the best interests of the Company and fair to all Shareholders (other than the Investor) and unanimously (with Simon Ashton, being a Board representative nominated by the Investor, abstaining) approved by the Board. The Board recommends that Shareholders vote FOR the Investment Resolutions.

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Risk Factors Concerning the Investment

In the course of its deliberations, the Board also identified and considered a variety of risks (as described in greater detail under “Risk Factors”) and potentially negative factors relating to the Investment, including the following:

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The Board’s reasons for approving the Investment and recommending that Shareholders vote for the Investment Resolutions include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. See “Caution Regarding Forward-Looking Statements” and “– Risk Factors”.

Investment Resolutions

In order for the Investment to proceed, Shareholder approval of each of the Articles of Amendment Resolution and the Share Issuance Resolution is required.

Share Issuance Resolution

At the Meeting, the Disinterested Shareholders will be asked to consider and, if thought advisable, approve the Share Issuance Resolution, the full text of which is set forth in Appendix “A” to the Circular. The Share Issuance Resolution are required to permit the Company to issue up to 183,679,525 Common Shares in connection with the Investment, comprised of the following:

The maximum number of 183,679,525 Common Shares issuable in connection with the Investment represents approximately 226.31% of the outstanding Common Shares as of the Record Date.

The up to 38,679,525 Common Shares noted above will be issued in three tranches to the Investor at the Per Share Price for the Aggregate Subscription Proceeds pursuant to the terms of the Subscription Agreement. If, after giving effect to the closing of any tranche, the Investor’s beneficial ownership of Common Shares would exceed the 30% Common Share Limit, the Company shall issue to the Investor the greatest number of Common Shares issuable pursuant to such tranche without exceeding the 30% Common Share Limit, and shall issue the balance of

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the Shares issuable in such tranche as Class A Preferred Shares. See “Questions and Answers about the Investment – What is the Investment?”.

The up to 55,000,000 Common Shares noted above that are issuable upon the conversion of the Class A Preferred Shares, shall be reserved for issuance in the event that such Class A Preferred Shares are converted into Common Shares in accordance with their terms. The number of Common Shares reserved assumes the full accretion of the Class A Preferred Shares (as described above in “Business of the Meeting – The Investment – Articles of Amendment Resolution”).

In accordance with the terms of the Amended and Restated IRA, within 30 days of the end of the second quarter of each fiscal year, or within 20 business days of the reasonable request of the Company, the Investor will convert such number of Class A Preferred Shares into Common Shares as is required to hold the maximum number of Common Shares permitted under the terms of the Class A Preferred Shares, being the Conversion Limitation (as defined below); provided, that, the Investor may elect not to complete such conversions within the applicable timeline by delivering written notice to the Company confirming its election not to convert Class A Preferred Shares and irrevocably suspending the accretion on all Class A Preferred Shares held by the Investor as of the date of such written notice.

Pursuant to the Amended & Restated IRA, in the event that the Company is required to seek further approval from the TSX, the NASDAQ and/or its shareholders in order to issue Common Shares upon the conversion of any Class A Preferred Shares, the Company will be required to use commercially reasonable efforts to take, or cause to be taken, all necessary steps to obtain such approval(s). The Investor will not be allowed or required to convert any of its Class A Preferred Shares into Common Shares until the Company has received the requisite approval to permit the issuance of such Common Shares.

The up to 90,000,000 Common Shares noted above that are issuable upon the exercise of the Top-Up Rights (as described below in “Business of the Meeting – The Investment – Investment Agreements – Amended and Restated Investor Rights Agreement”) shall be reserved for issuance in the event that the TSX Company Manual requires shareholder approval of the issuance of Common Shares upon the Investor exercising its Top-Up Rights pursuant to the terms of the Amended & Restated IRA.

The issuance of Common Shares pursuant to the exercise of the Top-Up Rights shall be subject to the 30% Common Share Limit. As a result, if the issuance of Common Shares upon the Investor exercising its Top-Up Rights would result in the Investor’s aggregate ownership exceeding the 30% Common Share Limit, the Company shall issue Class A Preferred Shares in lieu of Common Shares on the exercise of such rights, in order to restrict the Investor’s voting control to 30.0% of the issued and outstanding Common Shares. Such Class A Preferred Shares would be convertible into Common Shares in accordance with their terms.

Although it is not possible to determine the exact number of Common Shares that may be issued pursuant to the Top-Up Rights, the Company is requesting that Shareholders approve the issuance of up to 90,000,000 Common Shares at a price per Common Share of no less than the Floor Price in order to ensure that any Shares issued in connection with the exercise of the Top-Up Rights are issued in compliance with subsection 607(e) of the TSX Company Manual. The Company will only draw from such pool of Common Shares to the extent that the TSX Company Manual requires shareholder approval of such issuance of Common Shares upon the Investor exercising its Top-Up Rights. In the event that more than the 90,000,000 reserved Common Shares are issuable pursuant to the exercise of the Top-Up Rights, the price at which the Common

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Shares in excess of such number are issued shall be priced in accordance with the requirements of the TSX Company Manual at such time. See “Business of the Meeting – The Investment – TSX Requirements” for further details.

The Amended & Restated IRA will provide that if the Company is required and is seeking approval of its shareholders to issue any securities, the Company shall be required to concurrently seek any approval from its shareholders required under the rules of the TSX, the NASDAQ or any other stock or securities exchange on which the Company’s securities are listed and/or traded to allow the Investor to exercise any Top-Up Right then exercisable or that would be exercisable as a result of such issuance.

The Investment is considered to be a “related party transaction” within the meaning of MI 61-101. In addition, (i) the Investment will materially affect the control of the Company; (ii) the number of Shares to be issued to the Investor in the Investment, an insider of the Company, exceeds 10% of the total number of issued and outstanding Common Shares of the Company; and (iii) the price of the Common Shares issued to the Investor in connection with the Investor’s exercise of its Top-Up Rights could be issued at a price below the market price less the maximum allowable discount under the TSX Company Manual. As such, pursuant to both MI 61-101 and the rules of the TSX, the Share Issuance Resolution will require the affirmative vote of at least a simple majority of the Disinterested Shareholders, present or represented by proxy at the Meeting. The Common Shares beneficially held by the Investor will be the only Common Shares excluded from the vote for the purposes of determining whether such “minority approval” and “disinterested shareholder approval” has been obtained. See “Business of the Meeting – The Investment – MI 61-101 Requirements” and “Business of the Meeting – The Investment – TSX Requirements”.

The Share Issuance Resolution provides that the Board is authorized, in its sole discretion, to determine not to proceed with the Investment, without further notice to, or approval of, the Shareholders.

The Company may not proceed with the Investment without obtaining the requisite Shareholder approval for the Share Issuance Resolution. Accordingly, the Board recommends that Shareholders vote FOR the Share Issuance Resolution. The enclosed form of proxy or voting instruction form permits Shareholders to vote FOR or AGAINST the Share Issuance Resolution. If you do not specify how you want your Common Shares voted, the persons named as proxyholders in the enclosed form of proxy or voting instruction form intend to cast the votes represented by proxy at the Meeting FOR the Share Issuance Resolution.

Articles of Amendment Resolution

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the Articles of Amendment Resolution, the full text of which is set forth in Appendix “B” to the Circular. The Articles of Amendment Resolution will approve the Articles of Amendment of the Company in order to create a new class of Class A Preferred Shares to be issued in the Investment. The terms of the Class A Preferred Shares are summarized below, which summary is qualified in its entirety by reference to the full text of the Articles of Amendment relating to the Articles of Amendment Resolution, which is substantially in the form attached as Appendix “C” to this Circular.

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Class A Preferred Shares

Unless required by law, the holders of Class A Preferred Shares will neither be entitled to attend any general meeting of the Shareholder nor vote at any such meeting. In the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Corporation to its shareholders for the purposes of winding up its affairs, the holders of the Class A Preferred Shares shall be entitled to participate pari passu with the holders of Common Shares, on an as converted basis, notwithstanding the application of the 30% Threshold (as defined in the Subscription Agreement) to any actual conversion of Class A Preferred Shares.

The holders of Class A Preferred Shares will be entitled to receive dividends as and when declared by the Board in such amounts and in such form as the Board may determine from time to time. The Board of directors may not declare any dividend payable in cash or property (other than a stock dividend payable in Class A Preferred Shares) on the Class A Preferred Shares unless the Board simultaneously declares a corresponding dividend payable in cash or property (other than a stock dividend payable in Class A Preferred Shares or Common Shares) on the Common Shares in an equivalent per share amount, taking into account the conversion value of the Class A Preferred Shares.

In the event that the Common Shares are at any time sub-divided, consolidated or changed into a greater or lesser number of shares of the same or another class, or a stock dividend is paid on the Common Shares, an appropriate adjustment, as determined in good faith by the Board, shall be made in the rights and conditions attached to the Class A Preferred Shares so as to maintain the relative rights of the holders of those shares.

The Class A Preferred Shares will not be listed for trading on the TSX or on any other stock exchange and, other than to affiliates, are non-transferrable.

Conversion of the Class A Preferred Shares

Subject to the Conversion Limitation (as defined below), the Class A Preferred Shares shall be convertible into Common Shares at the option of the holder without payment of any additional consideration by the holder thereof. 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.

In accordance with the terms of the Amended and Restated IRA, within 30 days of the end of the second quarter of each fiscal year of the Company, or within 20 business days after the reasonable request of the Company, the Investor will convert such number of Class A Preferred Shares into Common Shares as is required to hold the maximum number of Common Shares permitted under the terms of the Class A Preferred Shares, being the Conversion Limitation (as defined below). However, the Investor may elect not to complete such conversion by delivering written notice to the Company confirming its election not to convert Class A Preferred Shares. Such election irrevocably suspends the accretion on all Class A Preferred Shares held by the Investor as of the date of such written notice.

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Limitation on the Conversion of the Class A Preferred Shares

The Class A Preferred Shares will not be convertible, to the extent that after giving effect to all permitted issuances after such conversion of Class A Preferred Shares, the aggregate number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by the holder exercising such right of conversion, his, her or its affiliates, associates, related parties and any joint actors would exceed the 30% Common Share Limit (the “Conversion Limitation”). However, the Conversion Limitation shall not apply to the conversion of Class A Preferred Shares, where such conversion is made in to facilitate the sale, transfer, assignment or similar disposition of Common Shares to a person dealing at arm’s length with the holder of Class A Preferred Shares (a “Disposition”); provided that, (i) if the Disposition is not completed for any reason, such conversion shall be deemed to not to have occurred, and (ii) if the Disposition is completed, immediately following such Disposition, the aggregate number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by the holder of Class A Preferred Shares, together with its affiliates, associates, related parties and any joint actors, remains below the 30% Common Share Limit. Notwithstanding the foregoing, the Board may by resolution waive the application of the Conversion Limitation, to any exercise or exercises of the conversion right to which the Conversion Limitation would otherwise apply, or to future Conversion Limitations generally, including with respect to a period of time.

Notwithstanding any other provision of the terms of the Class A Preferred Shares, the holder of Class A Preferred Shares may elect to suspend any of its rights pursuant to such terms by written notice to the Company, including without limitation its right to receive dividends pursuant to such terms.

To be effective, the Articles of Amendment Resolution must be approved by at least two-thirds of the votes cast by the Shareholders, present in person or represented by proxy, at the Meeting.

The Articles of Amendment Resolution provides that the Board is authorized, in its sole discretion, to determine not to proceed with the Investment, without further notice to, or approval of, the Shareholders.

The Company may not proceed with the Investment without first obtaining the requisite Shareholder approval for the Articles of Amendment Resolution. Accordingly, the Board recommends that Shareholders vote FOR the Articles of Amendment Resolution. The enclosed form of proxy or voting instruction form permits Shareholders to vote FOR or AGAINST the Articles of Amendment Resolution. If you do not specify how you want your Common Shares voted, the persons named as proxyholders in the enclosed form of proxy or voting instruction form intend to cast the votes represented by proxy at the Meeting FOR the Articles of Amendment Resolution.

Investment Agreements

Subscription Agreement

The following summary of the Subscription Agreement does not purport to be a complete description of all the parties’ rights and obligations thereunder and is qualified in its entirety by reference to the full text of the Subscription Agreement. A copy of the Subscription Agreement is available on the Company’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov.

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The Subscription Agreement contains customary representations and warranties made by the Company to the Investor in respect of the Company and its subsidiaries and customary representations and warranties made by the Investor to the Company. The Subscription Agreement contains certain pre-closing covenants, including, among other things, agreements by the Company and the Investor to use commercially reasonable efforts to obtain any required regulatory approvals.

The Company covenants to hold the Meeting to obtain the requisite shareholder approval of the Investment and related matters as soon as reasonably practicable, but in any event, no later than February 28, 2024. The Subscription Agreement contains customary voting and support covenants of the Investor in connection with the approval of matters related to the Investment at the Meeting, which require the Investor to vote in favour of the Articles of Amendment Resolution.

The Company also covenants that from the closing of the First Tranche to the closing of the Second Tranche, the Investor shall be entitled to designate 30% of the nominees to be elected to the Company’s board of directors for so long as the Investor beneficially owns 25% of the Shares (measured on a partially diluted basis), in accordance with the nomination procedures set out in the Amended & Restated IRA.

In addition, the Company covenants not to issue or obligate itself to issue any securities, including Shares, during the term of the Subscription Agreement, except (i) (A) with the prior written consent of the Investor, (B) as permitted under the Company’s equity incentive plans, (C) as expressly contemplated by or pursuant to the Investor’s top-up and pre-emptive rights under the Amended & Restated IRA, or (D) at a price that is at or above the Per Share Price, and (ii) initially up to 15,756,648 Shares (based on estimated pro forma shareholdings that would result in the Investor owning at least 40% of the Company’s issued and outstanding Shares as of the date of the Subscription Agreement if the First Tranche, the Second Tranche, and the Third Tranche were completed) at any price, but subject to increase as agreed to by the Company and the Investor acting reasonably, if the number of Shares outstanding increases over time.

The closing of the First Tranche, the Second Tranche and the Third Tranche, as applicable, are subject to the satisfaction or waiver of the following closing conditions in favour of each of the Investor and the Company: (i) all approvals, consents and authorizations necessary for the consummation of the transactions contemplated by the Subscription Agreement shall have been obtained, including the approval of the Investment and the listing of the Common Shares issuable in connection with the Investment (including the Common Shares underlying the Class A Preferred Shares) by the TSX and the notification to the NASDAQ of the Company’s listing of the Common Shares issuable in connection with the Investment (including the Common Shares underlying the Class A Preferred Shares) on the NASDAQ; and (v) other usual and customary conditions for transactions of this nature.

On November 23, 2023, the Commissioner issued an ARC pursuant to section 102 of the Competition Act in respect of the Investment. The issuance of the ARC satisfies the Competition Act Closing Condition. See “Business of the Meeting – The Investment – Other Regulatory Matters – Competition Act Clearance” for further details.

The closing of the First Tranche, the Second Tranche and the Third Tranche, as applicable, are also conditional on the following conditions in favour of the Investor: (i) the Company shall have

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performed and complied in all material respects with all covenants and agreements required by the Subscription Agreement to be performed or complied with by it on or prior to closing the First Tranche, the Second Tranche, and the Third Tranche, as applicable; (ii) the Company Fundamental Representations (as defined in the Subscription Agreement) shall be true and correct on closing of the First Tranche, the Second Tranche, and the Third Tranche, in each case, other than de minimis inaccuracies, as applicable, and all other representations and warranties of the Company shall be true and correct on the date of the Subscription Agreement and shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on each of the First Tranche Closing Date, the Second Tranche Closing Date and the Third Tranche Closing Date, as applicable, as if made on such date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined in the Subscription Agreement), which representations and warranties shall be true and correct in all respects) on and as of such earlier date);(iii) the consummation of the First Tranche, the Second Tranche and the Third Tranche, as applicable, not being reasonably expected to result any change, event, occurrence, violation, inaccuracy, circumstance, development or effect that is, or would reasonably be expected to be, individually or in the aggregate, materially adverse to the business, assets, capitalization, liabilities, condition or results of operations of BAT and/or its subsidiaries taken as a whole, that arises from or would arise from the closing the First Tranche, the Second Tranche, or the Third Tranche (as applicable), except any such change, event, occurrence, violation, inaccuracy, circumstance, development or effect resulting from a decision of the board of directors of BAT or by senior management of BAT (such event, a “BAT Material Adverse Effect”); and (iv) the Investor, acting in good faith and reasonably, has not made a determination that, as a result of the passing of (A) a change to or interpretation of a law or an order by a governmental authority, or (B) the making of a policy, decision, position or guidance by a governmental authority, material counterparty or material stakeholder of BAT and/or its subsidiaries, the consummation of the First Tranche, Second Tranche or Third Tranche, as applicable, would reasonably expected to cause BAT and/or its subsidiaries to suffer losses material in proportion to the value of the First Tranche, the Second Tranche, or the Third Tranche (as applicable) (such event, a “Change in Law”, and such closing condition, the “Change in Law Closing Condition”).

The closing of the First Tranche, the Second Tranche and the Third Tranche, as applicable, are also conditional on the following conditions in favour of the Company: (i) the Investor shall have performed and complied in all material respects with all covenants and agreements required by the Subscription Agreement to be performed or complied with by it on or prior to the closing of the First Tranche, the Second Tranche, or the Third Tranche, as applicable; and (ii) the representations and warranties of the Investor shall be true and correct on the date of the Subscription Agreement and shall be true and correct on closing of the First Tranche, the Second Tranche and the Third Tranche, as applicable, as if made on and as at such date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct in all material respects on and as of such earlier date).

If one or more closing conditions are unable to be satisfied on or before closing of the First Tranche, the Second Tranche, or the Third Tranche, as applicable, the parties shall use their commercially reasonable efforts for a period of not less than thirty (30) days to satisfy such conditions (or, in the case of the Change in Law Closing Condition), to address such matters of concern such that the condition may be satisfied) and, if such condition is ultimately satisfied, the parties shall proceed with the closing of the First Tranche, Second Tranche or Third Tranche, as applicable, at the time such condition is satisfied.

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With respect to the Company’s representations and warranties, the Subscription Agreement permits the Company to modify or supplement the disclosure letter delivered thereunder to further qualify its representations and warranties pursuant to Section 3.1 at the closing of each of the First Tranche, the Second Tranche and the Third Tranche, as applicable, but only to the extent: (i) that, in the absence of such supplement(s) or modification(s), the closing conditions in favour of the Investor related to the Company’s compliance with covenants and the truth of the Company’s representations and warranties would nonetheless be satisfied as of the closing of each of the First Tranche, the Second Tranche and the Third Tranche, as applicable; (ii) such supplement(s) or modification(s) result from changes arising in the ordinary course; or (iii) the anticipated breach of the closing conditions in favour of the Investor related to the Company’s compliance with covenants and the truth of the Company’s representations and warranties disclosed in such supplement(s) or modification(s) was waived in writing by the Investor.

Prior to the closing of the Third Tranche, the Subscription Agreement may be terminated by (i) by the mutual written agreement of the parties; or (ii) by the Company or the Investor, if either of their respective closing conditions cannot be satisfied on or before any applicable tranche closing date. Notwithstanding the foregoing, if any condition is unable to be satisfied, the Subscription Agreement requires the parties to use commercially reasonable efforts to satisfy the condition within 30 days (and in the case of the Change in Law Closing Condition to address such matters of concern such that the condition may be satisfied), and neither party may terminate the Subscription Agreement if the failure to satisfy such condition was caused by such party’s material breach of any covenant, agreement, representation or warranty contained in the Subscription Agreement.

If the Investor terminates the Subscription Agreement as a result of the Change in Law Closing Condition not being satisfied on or before the closing of the First Tranche, the Second Tranche or the Third Tranche, as applicable, the Investor will be required to pay to the Company a termination fee (the “Termination Fee”) in an amount of cash equal to 100% of the First Tranche Subscription Proceeds, 75% of the Second Tranche Subscription Proceeds, or 50% of the Third Tranche Subscription Proceeds (as applicable based on which of the closing of First Tranche, the Second Tranche, or the Third Tranche is next to occur) by wire transfer of immediately available funds.

Notwithstanding the foregoing, if the failure to satisfy the Change in Law Closing Condition relates to payment processing matters and also prohibits the Investor from paying the Termination Fee, and provided further that the parties, acting reasonably and in good faith, were unable to find alternative methods to transfer funds to the Company, the Investor shall surrender to the Company such number of Common Shares as corresponds to the full amount of the unfunded Aggregate Subscription Proceeds divided by the Per Share Price.

The majority of the investment will be used by the Company to fund the Jupiter Pool, a strategic investment pool. The Jupiter Pool will be used to make investments in and/or acquisitions of private and public companies or other businesses or assets related to the cannabis sector.

Pursuant to the terms of the Subscription Agreement, and unless consented to in writing by the Investor in advance, one-half of the subscription proceeds of the First Tranche and the Second Tranche and all of the subscription proceeds from the Third Tranche will be used to fund the

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Jupiter Pool. The Company shall use one-half of the subscription proceeds of the First Tranche and the Second Tranche for general corporate purposes, subject to certain restrictions.

However, if the Jupiter Pool requires additional funding in advance of the closing of the Third Tranche, and provided such funding will not cause the Company to be unable to satisfy its closing conditions of the First Tranche, the Second Tranche or the Third Tranche, as applicable, the Company shall use reasonable commercial efforts to reallocate funds to the Jupiter Pool in an amount no greater than the Second Tranche Subscription Proceeds, and an amount from the Third Tranche Subscription Proceeds equal to such reallocated amount shall be made available to the Company for general corporate purposes, with the balance of the Third Tranche Subscription Proceeds being used to fund the Jupiter Pool.

Notwithstanding the foregoing, the above restrictions regarding the use of the investment proceeds shall cease to apply if, at any time after the three-year anniversary of the closing of the Third Tranche, the Investor sells, in one or a series of transactions, in aggregate, more than two-thirds of their maximum aggregate number of Shares held, calculated at any time.

Amended and Restated Investor Rights Agreement

The following summary of the Amended & Restated IRA does not purport to be a complete description of all the parties’ rights and obligations thereunder and is qualified in its entirety by reference to the complete text of the Amended & Restated IRA when entered into. A copy of the form of Amended & Restated IRA has been filed as Schedule E to the Subscription Agreement on the Company’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov.

In connection with the closing of the First Tranche, the Company and the Investor will enter into the Amended & Restated IRA, which will amend and restate the Original IRA, pursuant to which the Investor currently has, among other things, customary registration rights, pre-emptive rights, top-up rights, information rights and nomination rights. In addition to modifying certain of the Investor’s existing rights, the Amended & Restated IRA will provide the Investor with increased rights, including, among other things, consent rights, demand registration rights and the right to nominate a third director to the Board of the Company, as further described below.

The Investor will be entitled to designate a certain number of nominees to be elected to the Board of the Company in proportion to the Investor’s partially diluted ownership percentage as follows: (i) 30% of the directors, for so long as the Investor owns at least 30% of the Shares; (ii) 20% of the directors, for so long as the Investor owns at least 15% of the Shares; and (iii) 10% of the directors, for so long as the Investor owns at least 10% of the Shares; provided, that from the closing of the First Tranche to the closing of the Second Tranche, the Investor shall be entitled to designate 30% of the nominees to be elected to the Company’s Board for so long as the Investor beneficially owns 25% of the Shares (measured on a partially diluted basis). Certain directors not elected by the Investor may be forced to resign from time to time in order to satisfy the Investor’s nomination rights without changing the number of directors on the Board. The Investor will be entitled, subject to the terms and conditions of its nomination rights, to replace its nominee directors from time to time.

The Shares will be subject to resale restrictions under applicable securities laws. In particular, the Shares will be issued as “restricted securities” as defined in Rule 144(a)(3) under the United

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States Securities Act of 1933, as amended, and subject to resale restrictions under Canadian securities laws. The Company will be required to file a prospectus and/or registration statement offering Shares that the Investor requests to be registered from time to time, but not more than four times in total or once in any one 12-month period and subject to certain additional conditions set out in the Amended & Restated IRA. In certain circumstances, the Investor will have piggyback registration rights on offerings initiated by the Company.

For a period of two years following the date of the Amended & Restated IRA, the Investor will not, without the consent of the Company, and subject to certain exceptions, directly or indirectly or jointly or in concert with any other person: (i) acquire any additional securities of the Company or any of its subsidiaries; (ii) enter into any acquisition of, or other business combination involving, the Company or any of its subsidiaries; (iii) solicit proxies from the Shareholders or otherwise attempting to influence the conduct of the Shareholders; (iv) make any public announcement or take any action with respect to the foregoing; or (v) advise, assist or encourage any other person to do, or take any action inconsistent with, any of the foregoing.

The Amended & Restated IRA will also modify the Investor’s existing top-up rights (“Top-Up Rights”) to allow the Investor twelve (12) months following the closing of the Third Tranche to exercise any Top-Up Rights arising from the date of the Subscription Agreement to the closing of the Third Tranche. The Company estimates that up to 90,000,000 Common Shares may be issuable in the event that the Investor exercises such Top-Up Rights pursuant to the terms of the Amended & Restated IRA.

The issuance of Common Shares pursuant to the exercise of the Top-Up Rights shall be subject to the 30% Common Share Limit. As a result, if the issuance of Common Shares upon the Investor exercising its Top-Up Rights would result in the Investor’s aggregate ownership exceeding the 30% Common Share Limit, the Company shall issue Class A Preferred Shares in lieu of Common Shares on the exercise of such rights, in order to restrict the Investor’s voting control to 30.0% of the issued and outstanding Common Shares. Such Class A Preferred Shares would be convertible into Common Shares in accordance with their terms.

Although it is not possible to determine the number of Common Shares that may be issued pursuant to the Top-Up Rights, the Company is requesting that Shareholders approve the issuance of up to 90,000,000 Common Shares at a price per Common Share of no less than the Floor Price in order to ensure that any Shares issued in connection with the exercise of the Top-Up Rights are issued in compliance with subsection 607(e) of the TSX Company Manual. The Company will only draw from such pool of Common Shares to the extent that the TSX Company Manual requires shareholder approval of such issuance of Common Shares upon the Investor exercising its Top-Up Rights. In the event that more than the 90,000,000 reserved Common Shares are issuable pursuant to the exercise of the Top-Up Rights, the price at which the Shares in excess of such number are issued shall be priced in accordance with the TSX Company Manual at such time. See “Business of the Meeting – The Investment – Share Issuance Resolution” for further details.

The Amended & Restated IRA will provide that if the Company is required and is seeking approval of its shareholders to issue any securities, the Company shall be required to concurrently seek

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any approval from its shareholders required under the rules of the TSX, the NASDAQ or any other stock or securities exchange on which the Company’s securities are listed and/or traded to allow the Investor to exercise any Top-Up Right then exercisable or that would be exercisable as a result of such issuance.

For a period of one year following the date of the Amended & Restated IRA, the Investor will not transfer its Shares of the Company, subject to the following exceptions: (i) transfers to affiliates, (ii) transfers under a bona fide take-over bid, a plan of arrangement or other business combination; (iii) transfers in the event that the Company or its affiliates breaches any of the Transaction Agreements (as defined in the Amended & Restated IRA) in any material respect and such breach is not cured within the applicable cure period; (iv) transfers following a change in law or its interpretation thereof, which creates a reasonable prospect that the Investor’s continued holding of its Shares will be in breach of such law; or (v) transfers in the event that the Company or its affiliates repeatedly act in a manner that materially contravenes the Company’s compliance obligations under the Amended & Restated IRA.

The Amended & Restated IRA will provide the Investor the right to approve certain actions proposed to be taken by the Company, for so long as the Investor beneficially owns 10% of the issued and outstanding Shares (measured on a partially-diluted basis). Without the consent of the Investor, the Company shall not: (i) amend, alter or repeal any provision of its constating documents in a manner that adversely affects the holders of Shares; (ii) make any adverse changes to the rights, privileges, restrictions or conditions of any class of Shares; (iii) create, authorize the creation of, issue or obligate itself to issue any other Shares, equity security, equity-linked securities or convertible securities of the Company, or recharacterize, reclassify, alter or amend any existing securities of the Company, to have rights, privileges, preferences, powers, restrictions and conditions senior to the Common Shares; (iv) split, combine or reclassify any Shares; (v) seek to voluntarily delist its Shares from the TSX or NASDAQ; (vi) adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company; (vii) make any capital expenditure or commitment to do so which, individually, exceeds C$30,000,000; (viii) create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees other than (A) in connection with advances under the Company’s or its subsidiaries’ existing credit facilities in the ordinary course, or (B) in amounts that do not exceed, in the aggregate, C$10,000,000; or (ix) authorize, agree, resolve or otherwise commit to do any of the foregoing.

Within 30 days of the end of the second quarter of each fiscal year of the Company, or within 20 business days after the reasonable request of the Company, the Investor will convert such number of Class A Preferred Shares into Common Shares as is required to hold the maximum number of Common Shares permitted under the terms of the Class A Preferred Shares, being the Conversion Limitation (as defined above). However, the Investor may elect not to complete such conversion by delivering written notice to the Company confirming its election not to convert Class A Preferred Shares. Such election irrevocably suspends the accretion on all Class A Preferred Shares held by the Investor as of the date of such written notice.

In the event that the Company is required to seek further approval from the TSX, the NASDAQ and/or its shareholders in order to issue Common Shares upon the conversion of any Class A

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Preferred Shares, the Company is required to use commercially reasonable efforts to take, or cause to be taken, all necessary steps to obtain such approval(s). The Investor will not be allowed or required to convert any of its Class A Preferred Shares into Common Shares until the Company has received the requisite approval to permit the issuance of such Common Shares.

TSX Requirements

Pursuant to the TSX conditional approval letter dated December 19, 2023, the (i) listing of 38,679,525 Common Shares on the TSX to be issued in the Investment, (ii) the listing of up to 55,000,000 Common Shares upon the conversion of the Class A Preferred Shares, and (iii) the listing of up to 90,000,000 Common Shares, to be issued at a price no less than the Floor Price upon the Investor exercising its Top-Up Rights, are each conditional on the Share Issuance Resolution being approved by a majority of the votes cast at the Meeting by the Disinterested Shareholders, present in person or represented by proxy, pursuant to subsections 604(a)(i), 607(g)(ii) and 607(e) of the TSX Company Manual, as further described below.

Materially Affect Control

Pursuant to subsection 604(a)(i) of the TSX Company Manual, the TSX requires a listed issuer to obtain shareholder approval of a transaction that “materially affects control” of the issuer. The TSX Company Manual defines “materially affect control” as the ability of any security holder, or a combination of security holders acting together, to influence the outcome of a vote. Additionally, any person holding more than 20% of the voting shares of a listed company is deemed to materially affect the control of that company. As the Investment will result in the Investor beneficially owning more than 20% of the voting securities of the Company, the Investment will materially affect the control of the Company. As a result, Disinterested Shareholder approval of the Share Issuance Resolution is required under subsection 604(a)(i) of the TSX Company Manual.

As a foreign private issuer (as defined in Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended), the Company is permitted by section 5615(a)(3) of the NASDAQ Marketplace Rules to follow home country governance practices in lieu of certain NASDAQ requirements. As disclosed in its most recent annual report on Form 40-F, the Company follows the TSX rules for Shareholder approval of new issuances of its Common Shares, in lieu of the requirements prescribed by section 5635 of the NASDAQ Marketplace Rules.

Issuance Greater than 10% to an Insider

Pursuant to subsection 607(g)(ii) of the TSX Company Manual, the TSX requires a listed issuer to obtain “disinterested shareholder approval” where the aggregate number of securities issuable to an “insider” in any six-month period is greater than 10% of the number of outstanding securities of the issuer, on a non-diluted basis. The Investor is considered an “insider” of the Company under the TSX Company Manual, as the Investor has beneficial ownership of more than 10% of the Company’s issued and outstanding voting securities, being its Common Shares. As the consideration to be provided to the Investor exceeds 10% of the Company’s issued and outstanding Common Shares, on a non-diluted basis, approval of the Disinterested Shareholders of the Share Issuance Resolution is required pursuant to subsection 607(g)(ii).

Common Shares Issued Below Allowable Discount Threshold

Pursuant to subsection 607(e) of the TSX Company Manual, the TSX requires a listed issuer to obtain shareholder approval where, pursuant to a private placement transaction, listed securities

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will be issued or become issuable at a price lower than the market price less the maximum allowable discount.

Pursuant to the Amended and Restated IRA, the Investor has the right, for a period of 12 months following the closing of the Third Tranche, to exercise any Top-Up Rights arising from the date of the Subscription Agreement to the closing of the Third Tranche. The up to 90,000,000 Common Shares shall be reserved for issuance in the event that the TSX rules requires shareholder approval for any of the issuances of Common Shares upon the Investor exercising such Top-Up Rights pursuant to the terms of the Amended & Restated IRA.

The issuance of Common Shares pursuant to the exercise of the Top-Up Rights shall be subject to the 30% Common Share Limit. As a result, if the issuance of Common Shares upon the Investor exercising its Top-Up Rights would result in the Investor’s aggregate ownership exceeding the 30% Common Share Limit, the Company shall issue Class A Preferred Shares in lieu of Common Shares on the exercise of such rights, in order to restrict the Investor’s voting control to 30.0% of the issued and outstanding Common Shares. Such Class A Preferred Shares would be convertible into Common Shares in accordance with their terms. See “Business of the Meeting – The Investment – Investment Agreements – Amended and Restated Investment Rights Agreement – Extension of Top-Up Rights” for further details.

Although it is not possible to determine the number of Shares that may be issued pursuant to the Top-Up Rights, the Company is requesting that Disinterested Shareholders approve the issuance of up to 90,000,000 Common Shares at a price per Common Share of no less than the Floor Price in order to ensure that any Shares issued in connection with such exercises of the Top-Up Rights are issued in compliance with subsection 607(e) of the TSX Company Manual. The Company will only draw from such pool of Common Shares to the extent that the TSX Company Manual requires shareholder approval of such issuance of Common Shares upon the Investor exercising its Top-Up Rights. In the event that more than the 90,000,000 reserved Common Shares are issuable pursuant to the exercise of the Top-Up Rights, the price at which the Common Shares in excess of such number are issued shall be priced in accordance with the terms of the Amended and Restated IRA (subject to the requirements of the TSX Company Manual) at such time.

Disinterested Shareholder Approval

For the purposes of the disinterested shareholder vote required under subsections 607(g)(ii) and 607(e) the TSX Company Manual, the votes attaching the Common Shares beneficially held by the Investor and its associates and affiliates within the meaning of the Securities Act (Ontario) will be excluded from such vote. Accordingly, the Investor will not be entitled to vote its 15,249,027 Common Shares, representing, as of the Record Date, 18.8% of the issued and outstanding Common Shares, on an non-diluted basis, in respect of the disinterested vote on the Share Issuance Resolution.

MI 61-101 Requirements

The Company is a reporting issuer in each of the provinces and territories of Canada and, accordingly, is subject to applicable securities laws of such jurisdictions, including MI 61-101. MI 61-101 is intended to regulate certain transactions which raise the potential for conflicts of interest, including related party transactions, to ensure that all securityholders of an issuer are treated in a manner that is fair and that is perceived to be fair.

Under MI 61-101, a “related party” includes a control person of the entity, directors, executive officers and shareholders holding over 10% of the voting rights attached to the voting securities

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of the issuer. As the Investor beneficially holds over 10% of the issued and outstanding Common Shares, the Investor is a “related party” for the purposes of MI 61-101. As the Investment involves an issuance of securities to a related party of the Company, the Investment is considered a “related party transaction” under MI 61-101, which generally requires (absent an available exemption) that an issuer obtain a formal valuation and minority shareholder approval for the transaction and that the issuer provide enhanced disclosure with respect to the transaction.

Minority Shareholder Approval

As the Company does not qualify for an exemption from the minority approval requirement under section 5.7 of MI 61-101, the Investment is subject to “minority approval” of every class of “affected securities” of the issuer (each as defined in MI 61-101), in each case voting separately as a class. As a result, the Share Issuance Resolution will require the affirmative vote of at least a majority of the votes cast by the Shareholders, present in person or represented by proxy at the Meeting, excluding the votes attached to the Common Shares that are beneficially owned or over which control or direction is exercised by the Investor, and any other “related parties” and “joint actors” (each as defined in MI 61-101) of the Investor. To the knowledge of the Company, the Investor beneficially owns an aggregate of 15,249,027 Common Shares, representing, as of the Record Date, approximately 18.8% of the issued and outstanding Common Shares, on a non-diluted basis. As such, such Common Shares will be excluded for purposes of calculating the requisite minority shareholder approval of the Share Issuance Resolution.

Formal Valuation

MI 61-101 also provides that, unless exempted, an issuer proposing to carry out a related party transaction is required to obtain a formal valuation in respect of the transaction. The Company is exempt from the requirement to obtain a formal valuation by operation of Section 5.5(c) of MI 61-101, which exempts issuers from the formal valuation requirement in circumstances where securities are being issued to a related party of the issuer for cash consideration.

Disclosure of Prior Valuations and Bona Fide Offers

To the knowledge of the Company and its directors and senior officers, after reasonable inquiry, there have been no “prior valuations” in respect of the Company (as contemplated in MI 61-101) in the 24 months prior to the date of the Circular and no bona fide prior offer (as contemplated in MI 61-101) that relates to the Investment has been received by the Company during the 24 months before the execution of the Subscription Agreement.

Additional Information Required by MI 61-101

The Company’s Common Shares are listed and traded on the TSX under the trading symbol “OGI”. The following table sets forth the price range per share and trading volume for the Common Shares on the TSX for the periods indicated.

⁶ From July 2023 to November 2023, the values provided are on a post share-consolidation basis.

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The Company’s Common Shares are listed and traded on the NASDAQ under the trading symbol “OGI”. The following table sets forth the price range per share and trading volume for the Common Shares on the Nasdaq for the periods indicated.

⁷ From July 2023 to November 2023, the values provided are on a post share-consolidation basis.

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The Investment was announced by the Company on November 6, 2023. The market prices of the Common Shares immediately prior to such announcement, being the prices equal to the simple average of the closing market prices of the 20 consecutive trading days ending November 3, 2023 on the TSX and the NASDAQ, were C$1.51 and US$1.11, respectively.

The following table sets forth the number, designation and the percentage of outstanding securities beneficially owned or over which control or direction is exercised by each director and officer of the Company.

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Notes:

The percentages shown are based on the 81,161,630 Common Shares outstanding as of the Record Date.

Except as described or referred to in this Circular, none of the Company or its directors and executive officers or, to the knowledge of the directors and executive officers of the Company, any of their respective associates or affiliates, any other insiders of the Company (other than the Investor) or their respective associates or affiliates or any person acting jointly or in concert with the Company has made any agreement, commitment or understanding to acquire securities of the Company.

Except as described or referred to in this Circular, the Company is not aware of any material fact concerning the securities or any other matter not previously generally disclosed and known to the Company which would reasonably be expected to affect the decision of Shareholders to accept or reject the Investment Resolutions. The Company regularly reviews acquisition and disposition opportunities in the ordinary course of business. Except as described or referred to above or in this Circular or as otherwise publicly disclosed, the Company has no current plans or proposals to make any material change in its business, corporate structure, management or personnel.

Previous Purchases:

During the twelve months preceding the date hereof, the Company has not made any purchases of equity securities.

Previous Sales:

During the twelve months preceding the date hereof, the Company has made the following sales of equity securities:

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A chart setting out the Company’s distributions of equity securities during the five-year period preceding the date hereof is set out in Appendix “D” to this Circular.

The Company expects to incur aggregate fees and expenses of approximately C$1,900,000 in connection with the Investment, which includes filing fees, legal advisory fees, printing, mailing and meeting fees and expenses. Subject to the First Tranche Closing occurring, the Company is required to pay a certain amount of the Investor’s legal advisory fees.

Other Regulatory Matters

Competition Act Clearance

The Investment is a “notifiable transaction” for the purposes of Part IX of the Competition Act. As a result, it is a condition to closing of the Investment that clearance under the Competition Act be obtained. On November 20, 2023, the Investor submitted a letter to the Commissioner requesting that the Commissioner issue an ARC under Section 102 of the Competition Act or, alternatively, a no-action letter in respect of the Investment, together with a waiver of the obligation to give notice under section 114 of the Competition Act. The Commissioner issued an ARC on November 23, 2023, noting that it does not intend to make an application under Section 92 of the Competition Act in respect of the Investment. The issuance of the ARC satisfies the Competition Act Closing Condition pursuant to the Subscription Agreement. See “Business of the Meeting - The Investment – Investment Agreements - The Subscription Agreement – Condition Precedent to the Closing of the Three Tranches.”

Risk Factors relating to the Investment

Dilution of Shareholders of the Company

The Company anticipates that it will issue approximately 12,999,231 Common Shares and 25,680,294 Class A Preferred Shares over the course of the three tranches to the Investor (representing a 30.0% voting interest and an approximate 45.0% overall economic interest ((excluding any accretion of the Class A Preferred Shares)). The Class A Preferred Shares are convertible into Common Shares, as further described in “Business of the Meeting - The Investment – Articles of Amendment Resolution”. As a result, the current holdings of the Shareholders (other than the Investor) will be significantly diluted following the completion of the Investment.

BAT will have significant influence over the Company on completion of the Investment

Upon completion of the Investment, it is anticipated that the Investor will own 30.0% of the Company’s post-issuance issued and outstanding Common Shares on a fully-diluted basis and

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an approximate 45.0% overall economic interest based on the issued and outstanding share capital of the Company as of the Record Date (excluding any accretion of the Class A Preferred Shares). In light of such ownership, the Investor will be in a position to exercise significant influence over certain matters, affecting, or submitted to a vote of, the Shareholders, including the election of directors and the determination of significant corporate actions. In addition, under the Amended & Restated IRA, the Investor will have the right to designate up to 30% of the nominees to the Board so long as the Investor continues to maintain certain share ownership thresholds and specific approval rights over certain fundamental actions taken by the Company. Accordingly, on completion of the Investment, the Investor will have significant influence over the Company and there can be no assurance that the Investor’s interests will align with the interests of the Company or other Shareholders.

Requirement that the Investment be Approved by Disinterested Shareholders

The Share Issuance Resolution must be approved by a majority of the votes cast by the Disinterested Shareholders, excluding the votes held by the Investor and its affiliates for the purposes of MI 61-101 and the TSX Company Manual. Further, the Articles of Amendment Resolution must be approved by not less than two-thirds of the votes cast by the Shareholders. There can be no certainty, nor can the Company provide any assurance, that the requisite Shareholder approval will be obtained. If such approvals are not obtained and the Investment is not completed, the market price of the Common Shares may be impacted to the extent that the market price reflects a market assumption that the Investment will be completed. If the Investment is not completed and the Board decides to seek another strategic transaction, there can be no assurance that it will be able to find an equivalent or more attractive alternative.

Use of Proceeds from the Investment

Under the Subscription Agreement, the Company has agreed to use the majority of the investment to fund the Jupiter Pool, which will target investments in emerging cannabis opportunities in new markets. The Company intends to use the remaining proceeds for general corporate purposes. The Board and management of the Company will have some discretion in the application of the proceeds available for these purposes, and, accordingly, Shareholders will have to rely upon the judgment of the Board and management with respect to the use of the proceeds, with only limited information concerning the Board’s and management’s specific intentions. There can be no assurance that the Company will be able to deploy the available proceeds in an effective manner that is accretive to the Company, or at all.

If the Company is unable to complete the Investment (or any tranche thereof) or if completion of the Investment (or any tranche thereof) is delayed, there could be an adverse effect on the Company’s business and the market price of its Common Shares

The completion of the First Tranche, the Second Tranche and the Third Tranche, as applicable, are subject to the satisfaction of numerous conditions precedent, some of which are outside the control of the parties, including, without limitation, receipt of the approval by the Shareholders, stock exchange approval, there having not occurred a BAT Material Adverse Effect or a Change in Law, as applicable, and the satisfaction of certain other customary closing conditions. A substantial delay in obtaining satisfactory approvals and/or the imposition of unfavourable terms or conditions in the approvals to be obtained could result in the termination of the Subscription Agreement. There can be no certainty, nor can the Company provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. See “Business of the Meeting - The Investment – Investment Agreements - The Subscription Agreement – Condition Precedent to the Closing of the Three Tranches.”

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If the Investment is not completed: (i) the market price of the Common Shares could be adversely affected, and may decline to the extent the current market price reflects an assumption that the Investment will be completed; (ii) certain costs related to the Investment, such as the Company’s legal fees, must be paid by the Company even if the Investment (or any tranche thereof) is not completed, and, subject to the First Tranche occurring, a certain amount of the Investor’s legal fees, regardless of whether the Second Tranche or Third Tranche are not completed; (iii) the Company may not be successful in finding another business opportunity that is of equal or greater benefit to the Company; and (iv) the time and attention of the Company’s management will have been diverted away from the conduct of the Company’s business in the ordinary course.

If the Subscription Agreement is terminated by the Investor or the Company, there could be an adverse effect on the Company

Each of the Investor and the Company has the right, in certain circumstances, to terminate the Subscription Agreement. Accordingly, there can be no certainty, nor can the Company provide any assurance, that the Subscription Agreement will not be terminated by either of them prior to the completion of the Investment. A termination of the Subscription Agreement could materially adversely affect the relationship between the Company and the Investor, which the Company believes is important to its successful growth.

The Company may not realize the expected returns of the Investment which could have an adverse effect on the Company’s business and results of operations

The Company believes that the completion of the Investment will allow it to capitalize on the significant growth opportunities in legal cannabis worldwide. As part of its growth strategy, the Company will initiate new efforts to expand in emerging markets. However, certain risks and uncertainties are associated with the expansion into such markets. The failure to successfully implement any of its strategic initiatives could have a material adverse effect on the Company’s business and results of operations.

The Investor’s significant interest may impact liquidity of the Common Shares

The Common Shares may be less liquid and trade at a discount relative to the trading that could occur in circumstances where the Investor did not have the ability to significantly influence or determine matters affecting the Company. Additionally, the Investor’s significant voting interest in the Company may discourage transactions involving a change of control of the Company, including transactions in which an investor, as a holder of Common Shares, might otherwise receive a premium for its Common Shares over the then-current market price.

The Investor may not maintain its equity interest

Subject to certain temporary restrictions set out in the Amended & Restated IRA, the Investor is not obligated to maintain its equity stake in the Company at current levels or at all. Subject to compliance with applicable securities laws, the Investor may sell some or all of its Shares in the future. The Amended & Restated IRA will contain demand and piggyback registration rights, on terms customary for a significant shareholder, pursuant to which the Company has agreed to facilitate sales of Shares by the Investor. If the Investor sells some or all of its Shares, including the Shares issued in connection with the Investment, the Company may not realize the benefits of the Investor’s strategic partnership. No prediction can be made as to the effect, if any, future sales by the Investor of Shares or other securities will have on the market price of the Common Shares prevailing from time to time. However, the future sale of a substantial number of Common

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Shares by the Investor, or the perception that such sales could occur, could adversely affect prevailing market prices for the Common Shares.

Execution of the Company’s Growth Ambitions

The Company has identified geographic expansion as a strategic priority following the Investment. An important part of this growth strategy involves expanding operations in international markets, including in markets where the Company currently does not operate. This growth strategy involves risks. The Company may be unable to pursue this strategy in the future at the desired pace or at all. For example, the Company may be unable to:

The Company competes with other cannabis providers for companies to acquire or for joint ventures or strategic partnerships

The process of integrating acquired businesses, particularly in new markets, may involve unforeseen difficulties, such as loss of key employees, and may require a disproportionate amount of the Company management’s attention and the Company’s financial and other resources. The Company can give no assurance that the Company will ultimately be able to effectively manage the operations of any acquired business or realize anticipated synergies. The failure to successfully integrate the cultures, operating systems, procedures and information technologies of an acquired business could have a material adverse effect on the Company’s balance sheet and results of operations.

If the Company succeeds in expanding its existing business, that expansion may place increased demands on the Company’s management, operating systems, internal controls and financial and physical resources. If not managed effectively, these increased demands may adversely affect the services the Company provides to customers. In addition, Company personnel, systems, procedures and controls may be inadequate to support future operations, particularly with respect to operations in countries outside of Canada. Consequently, in order to manage growth effectively, the Company may be required to increase expenditures to increase its physical resources, expand, train and manage our employee base, improve management, financial and information systems and controls, or make other capital expenditures. The Company’s results of

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operations and financial condition could be harmed if it encounters difficulties in effectively managing the budgeting, forecasting and other process control issues presented by future growth.

Risk Factors Related to the Business of the Company

Whether or not the Investment is completed, the Company will continue to face many of the risks that it currently faces with respect to its business and affairs. A description of the risk factors (incorporated by reference into this Circular) applicable to the Company is contained under the headings “Risk Factors” in the Annual Information Form dated December 15, 2023 and in the Company’s other filings with securities authorities.

INTEREST OF CERTAIN PERSONS OR COMPANIES

IN MATTERS TO BE ACTED UPON

To the knowledge of the directors and executive officers of the Company, no person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year and each proposed nominee for election as a director of the Company, a has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting.

CORPORATE GOVERNANCE DISCLOSURE

In accordance with the corporate governance guidelines set out under National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201 – Corporate Governance Guideline (together with NI 58-101, the “CSA Governance Rules”), the following is a summary of the governance practices of the Company.

Independence

In accordance with NI 58-101, the Board considers a director to be “independent” if he or she has no direct or indirect material relationship with the Company or its subsidiaries, as determined by the Board in consultation with the Corporate Governance, Nominating and Sustainability Committee (the “CGNS Committee”). A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Board facilitates its independent supervision over management by holding regular meetings at which members of management or non-independent directors are not in attendance and by retaining independent consultants where it deems necessary.

Based on the definition of independence and a review of the applicable factual circumstances (including financial, contractual and other relationships), the Board, in consultation with the CGNS Committee, has determined that the following eight out of nine members of the Board are independent: Peter Amirault , Sherry Porter, Dexter John, Ken Manget, Stephen A. Smith, Simon Ashton, Geoffrey Machum (and Marni Wieshofer. The Board, in consultation with the CGNS Committee, has also determined that the foregoing members of the Board and nominees to the Board are independent based on the criteria for independence prescribed by Rule 5605(a)(2) of the Nasdaq Marketplace Rules.

The only non-independent director is Beena Goldenberg due to her position as Chief Executive Officer of the Company.

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Skills of Director Nominees

The Board skills matrix below represents some of the key skills that the Board (including the nominees to the Board), with input from the CGNS Committee, has identified as being valuable to the effective oversight of the Company and the execution of its business strategy.

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Mandate

The mandate of the Board is set out in the Charter of the Board of Directors attached as Appendix “E” to this Circular.

Orientation and Continuing Education

When new directors are appointed, they receive an orientation, commensurate with their previous experience, on the Company’s properties, business, technology and industry and on the responsibilities of the Company’s directors.

Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

The Company encourages (and provides suggestions and funding to) each of the directors to participate in continuing education activities in order to enable each director to better perform his or her duties and to recognize and appropriately handle issues that arise. The Company is also a member of ICD. Many Board members have significant experience in the governance of public companies; the Board believes this strengthens the effective operation and governance of the Board and the Company. In addition to formal director education activities, the Board committees work collaboratively by frequently sharing information and educational material, and by inviting Board members who do not sit on the relevant committee to committee meetings for observation or education purposes.

Meetings

The Board meets not less than four times per year: three meetings to review quarterly results and one meeting prior to the issuance of the annual financial results of the Company. At each Board meeting, unless otherwise determined by the Board, an in camera meeting of independent directors takes place, which sessions are chaired by the Chair of the Board. As the Chair of the Board, Peter Amirault, is independent.

In discharging its mandate, the Board and any committee of the Board have the authority to retain and receive advice from outside financial, legal or other advisors (at the cost of the Company) as the Board or any such committee determines to be necessary to permit it to carry out its duties.

The Board appreciates having various members of senior management attend each Board meeting to provide information and opinions to assist the members of the Board in their deliberations. Management attendees who are not Board members are excused for any agenda items which are reserved for discussion among directors only.

Position Descriptions

The Board has developed position descriptions for each of the Chair of the Board and the Chief Executive Officer. The Board has not developed position descriptions for the Chair of each committee of the Board. However, the Board has developed a mandate for each of these committees and the Chair of each committee is responsible for ensuring that each mandate is followed.

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Code of Business Conduct and Ethics

The Board has adopted a written Code of Business Conduct and Ethics (the “Code”) that applies to all directors, officers and employees of the Company and its subsidiaries (collectively, “Organigram Personnel”). The objective of the Code is to provide guidelines for maintaining the integrity, reputation, honesty, objectivity and impartiality of the Company and its subsidiaries. The Code specifically addresses such matters as general conduct, conflicts of interest, and compliance with all laws, rules and regulations, among others. It does not cover every issue that may arise, but sets out basic principles to guide Organigram Personnel.

The Company is committed to conducting its business in a lawful and ethical manner. The Code encourages Organigram Personnel to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and/or when in doubt about the best course of action in a particular situation. It is the policy of the Company and its subsidiaries not to allow retaliation for reports of misconduct by others made in good faith. Organigram Personnel who violate the standards in the Code will be subject to disciplinary action, up to and including termination of their employment or other relationship with the Company and its subsidiaries.

The CGNS Committee, alongside management, annually reviews compliance with the Code and reports to the Board on the subject. Any waiver of the Code for directors or officers may be made only by the directors of the Company (or a committee of the Board of the Company to whom that authority has been delegated) and will be promptly disclosed as required by law or stock exchange regulation. To date, no such waivers have been granted.

A copy of the Code is available on SEDAR+ at www.sedarplus.ca.

In the event that a director of the Company has a material interest or other conflict of interest in respect of any matter requiring the approval of the Board of the Company, such director must declare his or her interest in the matter under consideration and abstain from voting on such matter.

The Board has adopted a whistleblower policy to provide a confidential complaint procedure through a third-party reporting service so that employees can anonymously report concerns regarding compliance with the Code and applicable laws, harassment or discrimination as well as accounting or auditing matters. This procedure is designed to ensure that employee complaints are treated as confidential. The assessment, investigation and evaluation of complaints are conducted by or at the direction of the Audit Committee for accounting or auditing matters and otherwise at the direction of the Company’s legal counsel. The Whistleblower policy is communicated to team members through our policies.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual general meeting of Shareholders, taking into account the number required to carry out the Board’s duties effectively, satisfy the Investor’s nomination rights under the Original IRA and to maintain a diversity of views and experience.

When directorships become vacant, or it is anticipated that they will be vacated, the CGNS Committee is responsible for identifying and recommending suitable candidates to be directors of the Company. Where the Investor’s nominee positions are vacated, the Investor proposes replacement nominees from time to time to the Company in accordance with the terms and conditions of the investor rights agreement.

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In seeking suitable candidates to be directors, the CGNS Committee seeks individuals qualified (in the context of the needs of the Company and any formal criteria established by the Board) to become members of the Board for recommendation to the Board. Recommendations concerning director nominations are to be, foremost, based on merit, performance and experience. When new directors are considered for appointment to the Board, diversity is also to be taken into consideration, as it is beneficial that a diversity of backgrounds, views and experiences be present on the Board (see “Diversity” below).

Other Board Committees

The Board has the following committees: (a) the Audit Committee, (b) the CGNS Committee, (c) the Compensation Committee, and (d) the Investment Committee.

Audit Committee

The members of the Audit Committee and its Chair are appointed by the Board for the purpose of overseeing the Company’s financial controls and reporting and monitoring whether the Company complies with financial covenants and legal and regulatory requirements governing financial disclosure matters and financial risk management. The members of the Audit Committee are currently Stephen Smith (Chair), Dexter John, Ken Manget, and Marni Wieshofer, all of whom are financially literate and considered “independent” within the meaning of National Instrument 52 110 – Audit Committees (“NI 52-110”), as required. The Board also determined that each member of the Audit Committee meets the requirements for independence under the applicable listing standards of the Nasdaq Stock Market (including Rule 5605(c)(2)(A) of the Nasdaq Marketplace Rules) and the rules of the United States Securities and Exchange Commission (the “SEC”) (including Rule 10A-3 promulgated under the Exchange Act).

The responsibilities and duties of the Audit Committee are set out in the Audit Committee Charter, the text of which is set forth in Appendix “A” to the Company’s Annual Information Form for the year ended September 30, 2023. The Annual Information Form is available on the Company’s profile on SEDAR+ at www.sedarplus.ca on EDGAR at www.sec.gov. Upon request, the Company will provide a copy of the Annual Information Form free of charge to a Shareholder of the Company.

The SEC requires a company, like the Company, that files periodic reports under the Exchange Act, to disclose annually whether its board of directors has determined that there is at least one “audit committee financial expert” on its audit committee, and if so, the name of the audit committee financial expert. The Board has determined that Stephen Smith is an “audit committee financial expert” as that term is defined by the SEC.

CGNS Committee

The members of the CGNS Committee and its Chair are appointed by the Board on an annual basis (or until their successors are duly appointed) and the CGNS Committee is charged with reviewing, overseeing and evaluating the governance and nominating responsibilities of the Board.

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The CGNS Committee consists of a minimum of three members of the Board, a majority of whom must be “independent” within the meaning of NI 52-110. The members of the CGNS Committee are currently Geoffrey Machum (Chair), Sherry Porter, and Dexter John, all of whom are independent. Each member of the CGNS Committee continues to be a member until a successor is appointed, unless the member resigns, is removed or ceases to be a director of the Company. The Board may fill vacancies by election from among the directors. If and whenever a vacancy exists on the CGNS Committee, the remaining members may exercise all powers of the CGNS Committee so long as a quorum remains.

Compensation Committee

The Compensation Committee consists of a minimum of three members of the Board, a majority of whom must be “independent” within the meaning of NI 52-110. The purpose of the Compensation Committee is to review, oversee, and evaluate the compensation policies of the Company. The members of the Compensation Committee are currently Sherry Porter (Chair), Ken Manget, and Geoffrey Machum, all of whom are independent.

Investment Committee

The Investment Committee consists of a minimum of three members of the Board, a majority of whom must be “independent” within the meaning of NI 52-110. The purpose of the Investment Committee is to assist the Board in discharging the Board’s oversight responsibilities relating to proposed acquisitions, dispositions, major capital investments and financing arrangements. The members of the Investment Committee are currently Dexter John (Chair), Ken Manget, Stephen Smith, Marni Wieshofer and Simon Ashton, all of whom are independent.

Assessments

The Board monitors the adequacy and timeliness of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its committees. The Board conducts an annual assessment by way of evaluation survey with respect to the functioning, effectiveness and contribution of the Board, its committees and each director. Feedback is solicited from each director and aggregated by the Chair of the CGNS Committee and the Chair of the Board for communication to and actioning by the Board.

Director Tenure

The Board believes that existing directors provide valuable perspective into the operations of the Company based on their experience and understanding of the Company’s history, policies and objectives. The Board does, however, recognize the benefit of new approaches and ideas that a new director may introduce.

Accordingly, the Board has adopted the following terms, which are applicable to all directors who are not also executive officers of the Company, subject to being annually re-elected by Shareholders:

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Board Interlocks

As of the date hereof, none of the directors of the Company are currently serving on boards of other reporting companies (or equivalent), except for Stephen A. Smith, Geoffrey Machum and Marni Wieshofer. Stephen A. Smith serves on the board of MAV Beauty Brands Inc., CE Brands and Flow Beverage Corp., Geoffrey Machum serves on the board of Wildbrain Ltd., and Marni Wieshofer serves on the board of Hycroft Mining Holding Corporation.

As of the date hereof, the Board has not adopted a formal policy with respect thereto. However, the CGNS Committee actively monitors the number of public company memberships of the directors of the Company. The Board considers interlocking memberships on a case-by-case basis and considers recommendations from the CGNS Committee with respect thereto.

Diversity

The Company recognizes the importance of having diversity on its Board and in senior management. Diversity enriches discussions among the directors of the Board and members of senior management and better reflects the Company’s evolving relationships with its employees, Shareholders and other stakeholders. In furtherance of this purpose, the CGNS Committee and the Board are guided by the following principles when identifying candidates to recommend for election or appointment to the Board or to fill a senior management position, respectively:

As of the date of this Circular, the Company has three women on the Board representing 33% of its nine members and five female executive officers, including its CEO, representing 56% of the Company’s nine executive officers. At present, there is one member of a visible minority on the Board, representing 11.1% of the proposed nine directors, and no members of a visible minority in an executive officer position. There are no Aboriginal peoples and no persons with disabilities on the Board or in executive officer positions. The number and proportion of members of the Board and of senior management who self-identify as being a member of one or more of the aforementioned designated groups has generally been furnished by the respective individuals on a voluntary basis, and such responses have not been independently verified by the Company. The Company has not adopted any specific targets, but will promote its objectives through the initiatives set out the Company’s Diversity policy with a view to identifying and fostering the development of a suitable pool of candidates for nomination or appointment over time.

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As part of the annual performance evaluation of the effectiveness of the Board, its committees and individual directors, the CGNS Committee will consider the balance of skills, experience, independence and knowledge of directors as well as diversity representation on the Board, including gender. Similarly, as part of its evaluation of the performance and effectiveness of senior management, the Board will consider the balance of skills, experience, independence and knowledge of members of senior management as well as diversity representation of senior management, including with regards to gender. Reflective of the Company’s commitment to advance gender diversity on the Board and in senior management positions, the CGNS Committee previously retained Women Get on Board to provide a shortlist of qualified women candidates for the Board. The Company is maintaining this list for future consideration.

Environmental, Social and Governance Initiatives

During Fiscal 2023, Organigram has applied increased focus to environmental, social and governance (“ESG”) issues (including equity, diversity and inclusion (“EDI”) initiatives) with a focus on being a good corporate steward and a responsible member of the communities in which it operates. The Company has made efforts to support EDI within its workforce, and to create structures and corporate policies that support ethical, accountable and transparent practices.

The CGNS Committee provides oversight for environmental and social issues and risks facing the Company and receives regular updates from management on initiatives and progress in these areas. The Company is considering material environmental and social factors in various aspects of its operations and working to mitigate identified risks.

The Company released its inaugural ESG report in November 2022 and subsequent report in December 2023 (the “ESG Report”), a copy of which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and Edgar at www.sec.gov.

Nasdaq Corporate Governance

As a registrant under section 12(b) of the Exchange Act, the Company is required to comply with certain provisions of the Exchange Act and the rules adopted by the SEC pursuant to that Act, as well as the governance rules of the Nasdaq Stock Market LLC, in each case, as applicable to foreign private issuers (as defined in Exchange Act Rule 3b-4). As a foreign private issuer, the Company is not required to comply with all of the corporate governance requirements of Nasdaq; however, the Company adopts best practices consistent with domestic Nasdaq listed companies when appropriate to its circumstances. The Company has reviewed the Nasdaq corporate governance requirements and confirms that the Company is in compliance with the Nasdaq corporate governance standards in all significant respects. The manner in which the Company’s corporate governance practice under applicable Canadian requirements differs from the Nasdaq corporate governance standards is described in the Company’s annual report on Form 40-F, filed with the SEC under the Exchange Act.

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COMPENSATION OF EXECUTIVE OFFICERS

Named Executive Officers

For the purposes of this section, “Named Executive Officer” or “NEO” means each of the following individuals:

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Named Executive Officers for the thirteen month period ended September 30, 2023:

Compensation Discussion and Analysis

The Company’s process for determining executive compensation is based largely on broad discussion between management, the Compensation Committee and the Board at large, with input from compensation consultants from time to time.

The Compensation Committee members are active in the business community and have experience in the determination of compensation packages. Proposed compensation is evaluated by the Compensation Committee based on current requirements of management and in reference to external experience.

The Compensation Committee has assessed the Company’s compensation plans and programs for its executive officers to ensure alignment with the Company’s business plan and to evaluate the potential risks associated with those plans and programs. The Compensation Committee has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans and programs.

Compensation Philosophy and Objectives

Compensation Objectives

The Company, the Compensation Committee and management recognize the need to provide a compensation package that will attract and retain qualified and experienced executives, as well as align the compensation level of each executive to that executive’s level of responsibility.

Key objectives of the Company’s compensation program are:

The Company’s policy is to provide target total compensation that is generally competitive with the median of a group of companies of a comparable size and industry when performance expectations are met. The compensation program is structured to provide compensation that is

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above the market median when results exceed the Company’s business objectives and below market median when results are not met. The Company believes that this approach will align the financial interests of the executive officers with the financial interests of Shareholders.

In compensating its senior management, the Company has employed a combination of base salary and equity participation through its 2020 Equity Incentive Plan, which replaced the Company’s equity incentive plan approved on December 19, 2017 (the “2017 Equity Incentive Plan”) and the Company’s stock option plan approved on August 2, 2011 (the “2011 Stock Option Plan”). Recommendations for senior management compensation are presented to the Board for review by the Compensation Committee.

Role of the Compensation Committee

The Compensation Committee’s responsibilities include, but are not limited to:

Independent Compensation Consultants

The Compensation Committee’s charter grants the committee the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set and pay the compensation for any advisors employed by the Compensation Committee at the cost of the Company without obtaining the Board’s approval, based on its sole judgment and discretion. The Company previously engaged Hugessen Consulting (“Hugessen”) to provide compensation consulting services to the Compensation Committee. The Compensation Committee intends to procure such services every two years unless otherwise determined to be required more or less frequently. In Fiscal 2023 and Fiscal 2022, the fees paid to compensation consultants were as follows:

Compensation Policies and Risk Management

The Board considers the implications of the risks associated with the Company’s compensation policies and practices when determining rewards for its officers. The Board reviews at least once annually the risks, if any, associated with the Company’s compensation policies and practices at such time. Risks, if any, may be identified and mitigated through regular Board meetings during

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which financial and other information of the Company are reviewed. No risks have been identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

The Company’s insider trading policy restricts: (a) all members of the Board, officers and senior management of the Company and its subsidiaries; (b) all employees of the Company and its subsidiaries; and (c) their respective associates (including immediate family members who reside in the same home as that person) from engaging in (i) short sales of securities of the Company, (ii) buying or selling put or call options on securities of the Company, or (iii) entering into other derivative contracts or hedging transactions with respect to securities of the Company. In addition, the 2020 Equity Incentive Plan contains restrictions on the purchase by participants of financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of awards granted to them.

In December 2023, the Board adopted a new policy for the recovery of erroneously awarded incentive-based compensation, or “clawback,” policy (the “Erroneously Awarded Incentive Compensation Recovery Policy”) providing for the recovery of certain incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Adoption of the Erroneously Awarded Incentive Compensation Recovery Policy was mandated by new Nasdaq listing standards introduced pursuant to Exchange Act Rule 10D-1. The Erroneously Awarded Incentive Compensation Recovery Policy is in addition to Section 304 of the Sarbanes-Oxley Act of 2002 which permits the SEC to order the disgorgement of bonuses and incentive-based compensation earned by a registrant issuer’s chief executive officer and chief financial officer in the year following the filing of any financial statement that the issuer is required to restate because of misconduct, and the reimbursement of those funds to the issuer. A copy of the Erroneously Awarded Incentive Compensation Recovery Policy has been filed as exhibit 97.1 to the Company’s annual report on Form 40-F for the fiscal year ended September 30, 2023.

Share Ownership Policy

The Board has adopted a minimum share ownership guideline for all directors and, certain executive officers of the Company. The purpose is to create alignment between directors, officers, and Shareholders interest. Pursuant to the Company’s share ownership policy, the CEO is encouraged to hold an equity ownership interest with a total value equal to at least three times his or her annual base salary; each of the Chief Financial Officer and other NEOs are encouraged to hold an equity ownership interest with a total value equal to at least two times their annual base salary; each member of senior management holding a Senior Vice President title is encouraged to hold an equity ownership interest with a total value equal to at least their annual base salary and each director is encouraged to hold an equity ownership interest with a total value equal to at least three times their annual cash retainer; in each case within the later of five years of (a) the date of the policy, or (b) the date of becoming a member of senior management or director, as applicable. For purposes of these guidelines, share ownership includes any (a) Common Shares owned, directly or indirectly, by the director or employee or his or her immediate family members or held by such person or his or her immediate family members as part of a tax or estate plan, and (b) RSUs and PSUs issued and vested pursuant to the Company’s equity incentive plan. For purposes of determining compliance with the policy, the “value” of Common Shares held will be calculated using the higher of the (a) cost base or (b) current market price. Senior management

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and the directors are encouraged to comply with the ownership guidelines as soon as reasonably feasible barring any blackout period or other trading restriction.

Benchmarking

In 2023, the Compensation Committee, with the assistance of an external compensation consultant, compared the Company’s CEO and CFO and certain NEO compensation levels to those of a peer group to evaluate their competitiveness. The compensation peer group is intended to provide a balanced and objective view of broader compensation practices within the Company’s competitive market. The Compensation Committee used the 2023 benchmarking data to review the Company’s compensation levels in Fiscal 2023. The companies currently within the peer group exhibit similar characteristics to the Company, are publicly listed and are headquartered in Canada or the United States. The 2023 primary peer group was determined to be as follows:

Notes:

(1) The Company removed Planet 13 Holdings Inc., Charlottes Web Holdings Inc., MGP Ingredients, Inc., Sundial Growers Inc., Harvest Health and Recreation Inc., The Valens Company Inc., Andrew Peller Limited from the Company’s Fiscal 2023 peer group.

(2) The Company included Vital Farms Inc., Benson Hill Inc., Village Farms Inc., Aurora Cannabis Inc., S&W Seed Company in the Company’s Fiscal 2023 peer group.

The Company’s goal is to generally set the target total direct compensation at or around the median of the peer group while allowing variable compensation to pay out above median when targets are exceeded. Compensation for any given executive may be set above or below the median to reflect the strategic importance of the executive’s role as well as individual performance and potential. Although market data is used to inform compensation decisions, the Company ultimately relies on its own experience, information and deliberations to determine individual compensation arrangements. In Fiscal 2023 the Company established more robust and precise performance targets tied to Company performance, which were implemented in Fiscal 2023 and communicated throughout the organization. The Compensation Committee intends to review the compensation peer group biennially to ensure the group is appropriate for compensation planning, with the next review scheduled to occur in 2025.

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Based on bench marking in Fiscal 2023 the total compensation of NEOs was found to be below the median of the peer group. The Compensation Committee approved an approach to move NEO pay closer to the median with a focus on “at risk pay”.

Principal Elements of the Compensation Plan

The Company’s executive compensation program includes three principal elements: (a) base salary; (b) short-term incentive plan (“STIP”); and (c) long-term incentive plan (“LTIP”). The combined total compensation framework is designed to support a pay for performance philosophy while achieving a market competitive total target compensation package:

BASE + STIP [corporate objectives + personal objectives] + LTIP [Options + RSUs + PSUs]

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Compensation Decisions for Fiscal 2023

Pay Mix

To support the alignment of interests of executives with the short-term and long-term performance of the organization, the Company’s executive compensation framework provides for a portion of total compensation to be at risk. In Fiscal 2023, 50% of the CEO’s compensation was “at risk” and 44% of the NEO compensation was “at risk”. In Fiscal 2024, 60% of the CEO’s compensation will be “at risk” and 56% of the NEO compensation will be “at risk”.

Base Salaries

The base salary of executives is reviewed annually by the Board. In determining the base salary of an executive officer, the Board considers the following factors:

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STIP (Short Term Incentive Program”)

The STIP is designed to motivate executives to achieve certain corporate and individual objectives. The STIP is recommended by the Compensation Committee and approved by the Board. Corporate objectives are financial in nature and equally weighted between budgeted values for the metrics net revenue and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”).⁹ Individual objectives are financial and strategic in nature and set for each executive at the beginning of the fiscal year.

Individual objectives are financial and strategic in nature and set for each executive at the beginning of the year. Each corporate objective metric has a threshold level below which no payout will occur for that metric. In Fiscal 2023, the Company achieved a payout of 0% on the Net Revenue and Adjusted EBITDA metric as the Company did not achieve the threshold level of payment.

There was a gating requirement for STIP for Fiscal 2023 below which no payment under STIP would occur. In Fiscal 2023, this gating requirement was set at 6 million Adjusted EBTIDA target. As Adjusted EBITDA only achieved the gating requirement of $6M by fully reversing the STIP accrual, no cash payment will be made in respect of Fiscal 2023. In recognition of individual performance, the Board intends to make a discretionary grant of RSUs (the “Discretionary RSU Grant”).

LTIP

Long term incentives are awarded to named executives as part of a competitive total compensation package. The intention of the LTIP is to reward achievement and promote buy-in of the long-term plans of the Company, to award employees for outstanding performance against

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those long-term plans and to align employees’ interest with the performance of shares and interests of Shareholders while supporting capital accumulation.

Target long-term grants are recommended by the Compensation Committee and approved by the Board, taking into consideration various factors including previous grants. For Fiscal 2023, the LTIP for NEOs consists of 50% RSUs (as defined below) and 50% PSUs (as defined below). RSUs, including those granted to the CEO, vest in thirds over a three-year time horizon. PSUs, including those granted to the CEO, vest wholly after a 3-year time horizon and are tied to the achievement of certain business objectives. For Fiscal 2023, the PSU grants are tied to 3-year cumulative goals of net revenue and Adjusted EBITDA. The PSU grant provides for the opportunity to achieve more or less than the targeted payout based on actual performance against objectives allowing for executives to earn more than the median of total compensation in the market. As such, the PSUs granted will be between 0% and 150% of target based on actual results.

Stock Options Grant

While the Company’s normal course annual long-term incentive plan is comprised of 50% PSUs and 50% RSUs, as a matter of policy, the Compensation Committee considers stock option awards on a periodic basis (e.g., every few years). No stock options (each, an “Option”) were awarded to any NEOs in Fiscal 2023.

Summary Compensation Table

The following table provides a summary of the compensation earned by the NEOs for services rendered in all capacities during the previous three completed financial years, with Fiscal 2023 being a thirteen month period instead of a twelve month period: