EX-99.2 3 d161651dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

ORGANIGRAM HOLDINGS INC.

(the “Corporation”)

Annual General and Special Meeting of Shareholders

Held on January 18, 2024

REPORT OF VOTING RESULTS

Pursuant to section 11.3 of National Instrument 51-102Continuous Disclosure Obligations, this report describes the matters decided at the 2023 annual general and special meeting of shareholders of the Corporation held on January 18, 2024 (the “Meeting”). All matters voted upon at the Meeting were voted upon by proxy or virtually at the meeting. Full details of the matters are set out in the Corporation’s management information circular dated December 20, 2023 (the “Circular”), which is available on SEDAR+ at www.sedarplus.com. and on EDGAR at www.sec.gov.

 

1.

ELECTION OF DIRECTORS

Each of the following individuals were elected as directors of the Corporation for a term expiring at the conclusion of the next annual meeting of shareholders of the Corporation, or until their successors are elected or appointed. The voting results were as follows:

 

         
Nominee    # Votes For    % of Votes
For
   # Votes
Against
   % of Votes
Against
         

Peter Amirault

   21,048,219    97.584%    521,043    2.416%
         

Beena Goldenberg

   21,042,349    97.557%    526,912    2.443%
         

Dexter John

   20,322,178    94.219%    1,246,910    5.781%
         

Geoffrey Machum

   21,022,452    97.465%    546,809    2.535%
         

Marni Wieshofer

   20,338,914    94.297%    1,230,174    5.703%
         

Sherry Porter

   21,020,273    97.455%    548,990    2.545%
         

Stephen Smith

   20,352,863    94.361%    1,216,227    5.639%
         

Simon Ashton

   21,044,104    97.565%    525,158    2.435%
         

Karina Gehring

   21,045,939    97.574%    523,322    2.426%

 

2.

APPOINTMENT OF AUDITOR

KPMG LLP was appointed as the auditor of the Corporation until the next annual meeting of the shareholders of the Corporation or until its successor is appointed and the directors of the Corporation were authorized to fix the remuneration of such auditor. The voting results were as follows:


       
# Votes For   % Votes For   # Votes Withheld   % Votes Withheld

34,227,164

  96.999%   1,058,863   3.001%

 

3.

APPROVAL OF THE BT DE INVESTMENTS INC. INVESTMENT

An ordinary resolution was passed by disinterested shareholders approving the issuance by the Corporation of up to 183,679,525 common shares to BT DE Investments Inc., a wholly owned subsidiary of British American Tobacco plc, in connection with its investment of approximately C$124 million in the Corporation, the full text of which is attached as Appendix “A” to the Circular. According to the final scrutineer report, the voting results were as follows:

 

         
      # Votes For    % Votes For    # Votes Against    % Votes
Against
         
All voting shareholders    20,742,939    96.169%    826,322    3.831%
         

All voting shareholders (excluding votes attached to the common shares required to be excluded under Multilateral Instrument 61-101Protection of Securityholders in Special Transactions and the rules of the Toronto Stock Exchange)

   5,493,912    86.926%    826,322    13.074%

 

4.

APPROVAL OF THE ARTICLES OF AMENDMENT TO CREATE A NEW CLASS OF CLASS A PREFERRED SHARES

A special resolution was passed by shareholders authorizing an amendment to the articles of the Corporation to create a new class of Class A preferred shares to be issued to BT DE Investments Inc. in connection with its investment in the Corporation, the full text of which is attached as Appendix “B” to the Circular. According to the final scrutineer report, the voting results were as follows:


       
# Votes For   % Votes For   # Votes Against   % Votes Against

19,873,769

  92.139%   1,695,491   7.861%

Dated this 18th day of January, 2024.

ORGANIGRAM HOLDINGS INC.

 

By:

 

 “Beena Goldenberg”                

 

Name: Beena Goldenberg

 

Title: Chief Executive Officer