Mr. James Yamanaka reports

ORGANIGRAM GLOBAL ACCELERATES INTEGRATION OF SANITY GROUP UNDER UNIFIED GLOBAL OPERATING STRUCTURE

Organigram Global Inc. has achieved an important milestone in its global growth strategy through the accelerated integration of Sanity Group GmbH and aligned leadership, operations and market development activities across the combined organization.

To support the combined organization, Organigram has appointed Finn Age Hansel as president, rest of world, and chief strategy officer and Adrian Frenzel as global chief operating officer. To enable the integration, the company has amended the share purchase agreement governing the Sanity acquisition, which required that Sanity be operated on a stand-alone basis during a 12-month earnout period. The amendment replaces the original performance-based earnout with a fixed earnout while retaining the original construct that the earnout be payable after the end of the earnout period.

"Since completing the acquisition, our teams have worked exceptionally well together and we have seen first-hand the strength of Sanity's business and the opportunities across our combined platform," said James Yamanaka, chief executive officer of Organigram. "That progress, together with our confidence in Sanity's continued growth trajectory, makes this the right time to take the next step in our integration. Fixing the earnout provides greater clarity and certainty while further strengthening strategic alignment and execution across the organization. With a more integrated global platform, we can build on the momentum already under way, co-ordinate our capabilities and allocate resources more effectively to pursue opportunities to drive growth and margin expansion across Canada, Europe and other international markets."

Building an integrated international platform

Sanity is one of the leading players in Germany and provides Organigram with an established commercial platform and regulatory expertise in one of Europe's largest and fastest-growing medical cannabis markets. The German medical cannabis market was valued at more than two billion euros in 2025, serving approximately 800,000 patients, and is forecasted to exceed four billion euros by 2028. With deep European regulatory expertise, Sanity has also established a presence in Switzerland and is strategically expanding into Poland, the United Kingdom and Czechia.

Organigram has built a strong foundation across cultivation, product innovation, manufacturing, brands and international supply. The company currently supplies bulk cannabis shipments to Germany, Australia and the United Kingdom and recently introduced 10 product SKUs (stock-keeping units) in the Australian medical cannabis market.

Bringing these capabilities together under one operating model will allow the company to better leverage its Canadian production and product capabilities along with Sanity's European commercial, regulatory and distribution infrastructure. This is expected to provide a stronger foundation to co-ordinate supply, accelerate product and brand commercialization, and pursue growth opportunities across Germany and other international markets.

Leadership appointments

Mr. Hansel has been appointed president, rest of world, and chief strategy officer of Organigram. In this role, Mr. Hansel will lead Organigram's global corporate strategy, international market development and strategic partnerships. He will also support the continued integration of Organigram's Canadian and European capabilities and evaluate opportunities to introduce the company's brands, products and intellectual property into additional markets.

Mr. Hansel brings more than 15 years of entrepreneurial and executive experience building and scaling consumer and health care businesses. He began his career as a consultant at Boston Consulting Group and later co-founded Sanity in 2018, driving its development into one of Germany's leading medical cannabis companies, with a portfolio spanning medical cannabis, wellness offerings and adult-use cannabis pilot projects. Previously, he co-founded The Iconic, one of Australia's foremost on-line fashion retailers, and led the turnaround of relocation platform Movinga as chief executive officer.

Mr. Frenzel has been appointed global chief operating officer of Organigram. In this role, Mr. Frenzel will lead operational excellence across the company's global operations and supply chain, with an initial focus on optimizing performance, driving greater operational alignment, establishing scalable operating practices and supporting gross margin expansion across the consolidated business.

Mr. Frenzel brings more than a decade of executive leadership and operating experience, serving as managing director and COO of Sanity Group. Previously, he held an operations consulting position at McKinsey & Co. and served as COO of Gorillas Technologies and co-CEO of HelloFresh USA.

"Organigram has built a strong foundation and, through Sanity, established a meaningful platform in Europe. With a unified leadership team and operating structure, we are now positioned to bring these capabilities together, pursue growth with greater focus and move more quickly on opportunities across our markets," added Mr. Yamanaka. "I am confident in the team we have assembled and in our ability to translate this next phase of our strategy into sustainable growth and long-term value for shareholders."

Amended earnout agreement

Under the amended earnout arrangement, the parties have agreed to fix the value of the Sanity Group earnout at 85 per cent of the maximum earnout value contemplated under the original acquisition agreement, providing greater certainty regarding the remaining consideration payable in connection with the acquisition.

The earnout consideration will consist of 20 million euros in cash, with the remaining consideration, net of Organigram's preacquisition interests and certain other deductions, of approximately 76 million euros payable in shares of Organigram. The number of common shares to be issued will be determined based on the 20-day volume-weighted average trading price (VWAP) of Organigram's common shares on the Toronto Stock Exchange as of three days prior to the payment date, subject to a floor price of $3 (Canadian) per share and a cap price of $4 (Canadian) per share.

The earnout consideration will become payable as of April 1, 2027, with the actual payment date of the cash consideration and issuance of the applicable common shares to occur no later than May 1, 2027, subject to the terms and conditions of the amended agreement.

"Sanity has performed strongly since the acquisition, and its continued momentum reinforces our confidence in the growth trajectory of the business," said Peter Amirault, chairman of the board of Organigram. "Taking into account performance to date, our expectations for continued revenue and adjusted EBITDA [earnings before interest, taxes, depreciation and amortization] growth through the remaining earnout period, and the benefits of full integration, we believe fixing the earnout at 85 per cent represents a fair and well-supported outcome. It also provides greater clarity as we move forward and creates an opportunity to further strengthen strategic alignment and execution across our global organization. With Finn focused on accelerating international growth, Adrian driving operational excellence and margin expansion across our global platform, and Tim continuing to drive our market-leading commercial operation in Canada, we believe we are well positioned to build on the strengths of both organizations and drive profitable growth across Canada and international markets."

The amended earnout agreement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. However, the amended earnout agreement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the subject matter of nor the consideration for the amended earnout and any connected transaction, insofar as it involves interested parties (as defined in MI 61-101), exceed 25 per cent of the company's market capitalization for the purposes of MI 61-101.

About Organigram Global Inc.

Organigram Global is a Nasdaq Global Select Market- and TSX-listed company whose wholly owned subsidiaries include Organigram Inc., a licensed cultivator and processor. Through its acquisition of Sanity Group, Organigram participates in the German medical cannabis market and other emerging markets within Europe.

Organigram is focused on producing high-quality cannabis for adult consumers, as well as extending the company's global footprint. Organigram has also developed and acquired a portfolio of cannabis brands, including Edison, Big Bag O' Buds, Shred, Monjour, Tremblant, Collective Project, Trailblazer, Boxhot and Debunk. Through its acquisition of Sanity Group, Organigram's European brands include Vayamed, avaay, Zoiks, Endosane Pharmaceuticals, Vaay and Grashaus Projects. Organigram operates facilities in Moncton, N.B. and Lac Superieur, Que., with a dedicated edibles manufacturing facility in Winnipeg, Man. The company also operates two additional cannabis processing facilities in Southwestern Ontario: one in Aylmer and the other in London. The facility in Aylmer houses best-in-class extraction capabilities and is optimized for formulation refinement, postprocessing of minor cannabinoids and infused preroll production. The facility in London will be optimized for labelling, packaging and national fulfilment. The company is regulated by Health Canada under the Cannabis Act and the Cannabis Regulations.

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