Organigram : Notice and Management Information Circular – 2022

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on February 28, 2023

and

MANAGEMENT INFORMATION CIRCULAR

Dated: January 16, 2023

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on February 28, 2023

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of shareholders of Organigram Holdings Inc. (the "Company") will be held virtually via live audio webcast at https://virtual-meetings.tsxtrust.com/1437 on Tuesday, February 28, 2023 at 10:00 a.m. (Toronto time) for the following purposes:

1. to receive and consider the audited consolidated financial statements of the Company for its fiscal year ended August 31, 2022, and the report of the auditor thereon;
2. to elect directors of the Company for the ensuing year;
3. to re-appoint KPMG LLP as the auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration of the auditor;
4. to re-approve the 2020 Equity Incentive Plan (as defined herein) previously approved by the shareholders on February 25, 2020;
5. to consider, and, if deemed advisable, approve the articles of amendment of the Company to delete the preferred shares from the authorized share capital of the Company;
6. to consider, and, if deemed advisable, approve the articles of amendment of the Company to effect a consolidation of the issued and outstanding common shares of the Company on the basis of a ratio to be determined by the board of directors of the Company, in its sole discretion, within a range of 1 post-consolidation common share for every 1.5 to 4 outstanding pre-consolidation common shares of the Company; and
7. to consider other business that may properly come before the Meeting or any adjournment thereof.

An accompanying information circular contains specific details of the matters to be considered at the Meeting (the "Circular"). No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

Important Notice Regarding Virtual Meeting

The 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.

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

(i)

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/1437, using the password "ogi2023" (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/1437.

Notice-and-Access

In connection with the Meeting this year, in compliance with applicable securities laws and an order of the Director under the Canada Business Corporations Act, the Company has elected to use the notice-and-access delivery model, which allows the Company to furnish the Circular, the accompanying proxy-relatedmaterials, the audited consolidated financial statements for the fiscal year ended August 31, 2022 and the report of the auditor thereon (the "Financial Statements") and associated management's discussion and analysis (collectively, the "Meeting Materials") to shareholders via the Internet. Under notice-and-access,shareholders will continue to receive a proxy or voting instruction form enabling them to vote at the Meeting; however, instead of a paper copy of the Meeting Materials, shareholders will receive a notice with information on how to access the Meeting Materials electronically. Shareholders are reminded to review the Circular prior to voting. Shareholders with questions about notice-and-accesscan call TSX Trust Company toll free at 1-866-600-5869.The Meeting Materials can be viewed online athttps://docs.tsxtrust.com/2345or under the Company's profile on SEDAR at www.sedar.com and on EDGAR atwww.sec.gov.

The audited consolidated financial statements for the fiscal year ended August 31, 2022 and the report of the auditor thereon will be made available at the Meeting and are available on SEDAR at www.sedar.comand on EDGAR at www.sec.gov.

How to Obtain paper Copies of the Meeting Materials

All shareholders may request that a paper copy of the Meeting Materials be sent to them at no cost. Prior to the meeting, requests may be made by contacting TSX Trust Company toll free at 1-866-600-5869. Requests may be made up to one year from the date the Meeting Materials were filed on SEDAR and on EDGAR at www.sec.gov. To obtain paper copies of the Meeting Materials after the meeting, please contact TSX Trust by calling 1-866-600-5869. A paper copy of the Meeting Materials will be mailed to you within three business days of receiving your request, if the request is made at any time prior to the meeting. We estimate that your request for Meeting Materials will need to be received on or before February 17, 2023 in order to receive your paper copies in advance of the deadline for submission of forms of proxy and/or voting instruction forms in respect of the Meeting. Notice-and-access is environmentally friendly and a cost-effective way to distribute our Meeting Materials because it reduces printing, paper and postage and delivery costs.

Registered shareholders may attend the Meeting online or may be represented by proxy. If you are a registered shareholder and are unable to attend the Meeting online, please complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular. To be valid, such proxies must be deposited with the Company's transfer agent, TSX

Trust Company, located at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 by 10:00 a.m. (Toronto time) on February 24, 2023 (or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to any reconvened meeting in the event of an adjournment of the Meeting).

Non-registered beneficial shareholders, whose shares are registered in the name of a broker, securities dealer, bank, trust company or similar entity (an "Intermediary") should carefully follow the voting instructions provided by their Intermediary. All non-registeredshareholders must follow the instructions set out in the voting instruction form and in the Circular to ensure that such

(ii)

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.

Holders of common shares registered on the books of the Company at the close of business on January 19, 2023 are entitled to notice of, and to vote at, the Meeting.

DATED at Toronto, Ontario this 16th day of January, 2023.

By Order of the Board of Directors

(signed) "Beena Goldenberg"

Beena Goldenberg

Chief Executive Officer

(iii)

TABLE OF CONTENTS
INFORMATION CIRCULAR	3
VOTING INFORMATION	3
Voting Shares and Record Date	3
Solicitation of Proxies	3
Notice-and-Access	4
Voting and Asking Questions	7
Appointment and Revocation of Proxies	7
Notice to Shareholders in the United States	7
Voting and Discretion of Proxies	7
Principal Holders of Voting Shares	8
BUSINESS OF THE MEETING	8
Receipt of Financial Statements	8
Election of Directors	8
Appointment of Auditor	20
Re-Approval of the 2020 Equity Inventive Plan	21
Approval of Articles of Amendment to Delete the Preferred Shares	22
Approval of Articles of Amendment for Share Consolidation	23
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON	28
CORPORATE GOVERNANCE DISCLOSURE	28
Independence	28
Skills of Director Nominees	30
Mandate	32
Orientation and Continuing Education	32
Meetings	32
Position Descriptions	32
Code of Business Conduct and Ethics	32
Nomination of Directors	33
Other Board Committees	34
Assessments	35
Director Tenure	35
Board Interlocks	35
Diversity	35
Environmental, Social and Governance Initiatives	36
Cybersecurity	41
Nasdaq Corporate Governance	41
COMPENSATION OF EXECUTIVE OFFICERS	42
Named Executive Officers	42
Overview and Philosophy	42
Compensation Discussion and Analysis	43
Summary Compensation Table	49
Performance Graph	51
Equity Incentive Plans	51
Securities Authorized for Issuance under the Equity Compensation Plans	63
Burn Rate under the Equity Compensation Plans	64
Incentive Plan Awards	64
(i)