Organigram Global Inc. (NASDAQ:OGI) (TSX:OGI), (the "Company" or "Organigram"), a leading licensed producer of cannabis, is pleased to announce that Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, has recommended that holders of common shares of Organigram ("Shareholders") vote FOR the ordinary resolution (the "Transaction Resolution") to approve the indirect acquisition of Sanity Group GmbH ("Sanity") at the Company's Annual General and Special Meeting of Shareholders (the "Meeting") to be held on Monday, March 30, 2026, at 10:00 a.m. (Toronto time), at 333 Bay Street, Suite 3400, Toronto, Ontario.

For those Shareholders who are unable to attend the Meeting in person, the Company will make an audio-only telephone conference available for Shareholders to listen to the Meeting. No voting will occur on the audio conference. To join the audio-only telephone conference, Shareholders can dial (646) 307-1963 (from Toronto) or (800) 715-9871 (toll-free) and quote the following reference number: 96766. The registration URL for the audio-only telephone conference is https://registrations.events/direct/Q4I967660.

In its report dated March 14, 2026, ISS stated:

"The strategic rationale for the deal makes sense and the combined company should be able to harness benefits from increased scale, diversification, improved market presence, a stronger balance sheet, and cash flow generation. The connected financing being done at a meaningful premium by OGI's largest shareholder signal strong institutional confidence and long‑term strategic alignment. The valuation appears credible, and the company has outperformed broad global…benchmark indices since the unaffected date and the announcement, suggesting elevated non-approval risk."

In recommending that Shareholders vote FOR the Transaction Resolution, ISS specifically highlighted the following key factors:

  • Compelling Strategic Rationale: ISS concluded that the acquisition of Sanity positions the combined company to benefit from increased scale, meaningful geographic diversification, improved market presence, a stronger balance sheet, and enhanced cash flow generation.
  • Strong Institutional Confidence: The connected private placement financing by a wholly owned subsidiary of British American Tobacco p.l.c. ("BAT"), Organigram's largest shareholder, completed at a meaningful premium to market price, was cited by ISS as a signal of strong institutional confidence and long-term strategic alignment with the transaction.
  • Credible Valuation: ISS found the valuation of Sanity to be credible, supported by an independent fairness opinion provided by BMO Nesbitt Burns Inc. confirming the consideration to be paid is fair, from a financial point of view, to Organigram.
  • Positive Market Reaction: ISS noted that OGI shares rose on the day of announcement and had further increased as at March 11, 2026, meaningfully outperforming both the S&P/TSX Composite Index and the S&P/TSX Composite Pharmaceuticals Index over the same period. ISS indicated that this favorable market reaction suggests elevated risk if the transaction is not approved.
  • Unanimous Board Support: The independent members of Organigram's Board of Directors unanimously approved the transaction (with the interested directors abstaining from voting), having weighed the risks and benefits of the transaction against the Company's standalone alternatives.

About the Proposed Acquisition

Under the terms of the agreement, Sanity shareholders will receive a combination of cash and Organigram shares, with a deemed value of C$3.00 per share, as consideration for all outstanding Sanity shares not already held by Organigram, representing a 71.4% premium to the closing price of Organigram's Common Shares on the TSX on the last unaffected trading date prior to announcement. The total upfront consideration is €113.4 million (comprising €80.0 million in cash and €33.4 million in Organigram shares). In addition, Sanity shareholders are entitled to receive contingent earn-out consideration of up to €113.8 million tied to Sanity's financial performance in the 12-month period following closing.

Board Recommendation and Other Meeting Matters

The Board of Directors of Organigram unanimously (with the interested directors abstaining from voting) recommends that Shareholders vote FOR the Transaction Resolution. The Board consulted with its financial and legal advisors throughout the negotiation process and received a fairness opinion from BMO Nesbitt Burns Inc. confirming the fairness of the consideration paid under the share purchase agreement for the Transaction, from a financial point of view, to the Company.

At the Meeting, Shareholders will also be asked to vote on a number of other annual and special meeting matters, including: the election of ten director nominees to the Board; the appointment of PricewaterhouseCoopers LLP as the Company's auditor; and the re-approval of all unallocated awards under the Company's Omnibus Equity Incentive Plan. The Board recommends that Shareholders vote FOR each of the director nominees, FOR the appointment of PricewaterhouseCoopers LLP as auditor, and FOR the re-approval of all unallocated awards under the Company's Omnibus Equity Incentive Plan.