Organigram Announces Independent Proxy Advisory Firm ISS Recommends Organigram Shareholders Vote FOR the Acquisition of Sanity Group GmbH

Executive Summary

• ISS recommends shareholders vote FOR the transaction to acquire Sanity Group GmbH, citing strong strategic rationale, credible valuation, and positive market reaction.
• The acquisition involves an upfront consideration of €113.4 million (€80 M cash + €33.4 M Organigram shares) at a 71.4% premium, plus up‑to €113.8 million earn‑out tied to post‑closing performance.
• Board and independent directors unanimously support the deal; related matters (director elections, auditor appointment, equity incentive plan re‑approval) will also be voted on at the March 30, 2026 meeting.

Key Details

• ISS Recommendation (dated Mar 14, 2026): Vote FOR the Transaction Resolution. Highlights include:
• Compelling strategic rationale – scale, geographic diversification, stronger balance sheet, enhanced cash flow.
• Strong institutional confidence – connected private placement by BAT at a meaningful premium.
• Credible valuation – fairness opinion from BMO Nesbitt Burns confirming financial fairness.
• Positive market reaction – OGI shares outperformed TSX indices after announcement.
• Transaction Terms:
• Sanity shareholders receive cash and Organigram shares valued at C$3.00 per share (≈71.4% premium to pre‑announcement price).
• Total upfront consideration: €113.4 million (€80 M cash + €33.4 M Organigram shares).
• Contingent earn‑out: up to €113.8 million, based on Sanity’s financial performance in the 12 months post‑closing.
• Board Position: Unanimous recommendation (interested directors abstained) to vote FOR; board consulted advisors and obtained fairness opinion from BMO Nesbitt Burns.
• Shareholder Meeting Details:
• Date & Time: Monday, March 30, 2026 at 10:00 a.m. Toronto time, 333 Bay Street, Suite 3400, Toronto.
• Audio‑only conference available for non‑attendees (no voting). Dial‑in numbers and registration URL provided.
• Additional Matters on the Meeting Agenda:
• Election of ten director nominees.
• Appointment of PricewaterhouseCoopers LLP as auditor.
• Re‑approval of all unallocated awards under the Omnibus Equity Incentive Plan.
• Voting Deadline: 10:00 a.m. Toronto time, Thursday, March 26, 2026.

Notable Quotes

• “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.” – ISS report excerpt.

Prepared based on the press release dated March 23, 2026.