Organigram Announces Shareholder Approval of Acquisition of Sanity Group GmbH and Results of its Annual General and Special Meeting

2 hours ago 3

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TORONTO — Organigram Global Inc. (NASDAQ: OGI) (TSX: OGI), (the “Company” or “Organigram”), is pleased to announce that the shareholders of Organigram have overwhelmingly approved the resolution required to consummate the previously announced acquisition by the Company (the “Transaction”) of Sanity Group GmbH (“Sanity Group”) and the related private placement financing (the “Private Placement”) with BT DE Investments Inc., a wholly-owned subsidiary of British American Tobacco (“BAT”) at the Company’s annual general and special meeting of shareholders (the “Shareholders”) held on March 30, 2026 (the “Meeting”).

Financial Post

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Shareholders approved an ordinary resolution (the “Transaction Resolution”) authorizing (i) the indirect acquisition by the Company of all the issued and outstanding shares of Sanity Group not already owned by the Company, and (ii) the issuance by the Company of up to 96,287,602 common shares to the shareholders of Sanity Group and BAT in connection with the Transaction and the Private Placement, by an affirmative vote of 93% of the votes represented at the Meeting, excluding the votes attached to the Company’s common shares beneficially owned, or over which control or direction was exercised by BAT, its associates and affiliates and their respective directors and officers who held Organigram common shares as of the record date for the Meeting in accordance with the rules of the TSX Company Manual and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The full text of the Transaction Resolution is set forth as “Appendix B” in the Company’s management information circular dated February 23, 2026 (the “Circular”) provided in connection with the Meeting.

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Transaction Highlights

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  • Financially accretive acquisition that is expected to bring scale and positively impact both revenue and profitability. Sanity generated positive EBITDA in 2025.
  • Cements Organigram’s position as a leader in the growing global cannabis market. Organigram is currently #1 in the Canadian adult use recreational market, and on closing will become a top company in the rapidly growing German medical cannabis market, the second largest federally legal cannabis market in the world after Canada.
  • Provides Organigram with a vertically integrated European ‘hub’ and footprint. Will add local leadership, a strong network of strategic partners throughout the value chain across Europe as well as commercial, operational, medical and regulatory expertise.
  • Sanity Group operates Europe’s first two legal cannabis specialty stores as part of scientific pilot projects in Switzerland. Pilot project experience also enhances credibility for future pilot projects, including in Germany.
  • Provides Organigram the opportunity to bring its industry leading brands and IP to new markets globally. The combination of both teams, with the support of the Product Development Collaboration (PDC) generated intellectual property, is expected to deliver a suite of next generation cannabis innovations, backed by science, to European medical markets.

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In addition to the shareholder approval obtained, the Transaction remains subject to the satisfaction of certain customary closing conditions for transactions of this nature, including the completion of the Private Placement and the ATB Financial senior secured credit facilities. The Company previously obtained foreign direct investment (FDI) clearance for the Transaction. Closing of the Transaction is expected to occur in April 2026.

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In addition to the approval of the Transaction Resolution, the Shareholders approved all other matters presented for approval at the Meeting, as described in further detail below.

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Election of Directors

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Each of the ten nominees listed in the Circular were elected as directors of the Company. The Company received proxies and virtual votes at the Meeting as set out below:

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Nominee

# Votes For

% of Votes
For

# Votes
Against

% of Votes
Against

Peter Amirault

49,413,277

98.6%

725,875

1.4%

James Yamanaka

49,488,063

98.7%

651,090

1.3%

Dexter John

49,474,313

98.7%

664,839

1.3%

Stephen Smith

49,404,097

98.5%

735,056

1.5%

Geoffrey Machum

49,388,232

98.5%

750,921

1.5%

Sherry Porter

49,448,299

98.6%

690,854

1.4%

Marni Wieshofer

49,393,604

98.5%

745,549

1.5%

Simon Ashton

49,292,856

98.3%

846,297

1.7%

Karina Gehring

49,352,986

98.4%

786,167

1.6%

Craig Harris

49,370,278

98.5%

768,874

1.5%

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The biographies of the Company’s directors are set out in the Circular, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

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Committee Composition

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Following the Meeting, the Board has reviewed and approved the composition of its Committees which remain unchanged. The Investment Committee consists of Dexter John (Chair), Stephen Smith, Marni Wieshofer, Simon Ashton and Craig Harris. The Governance, Nominating and Sustainability Committee consists of Geoff Machum (Chair), Sherry Porter, Dexter John and Craig Harris. The Audit Committee consists of Stephen Smith (Chair), Dexter John, Marni Wieshofer and Simon Ashton and the Compensation Committee consists of Sherry Porter (Chair), Geoff Machum and Karina Gehring.

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Appointment of Auditor

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PricewaterhouseCoopers LLP was appointed as the auditor of the Company until the next annual meeting of the shareholders of the Company or until its successor is duly appointed, and the directors of the Company were authorized to fix the remuneration of such auditor by the affirmative vote of 97% of the votes represented at the Meeting.

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