Organigram Global Inc. ($OGI)

Earnings Call Transcript · March 30, 2026

TSX CA Health Care Pharmaceuticals Shareholder/Analyst Calls 13 min

Highlights from the call

The earnings call for Organigram Global Inc. for the fiscal year ended September 30, 2025, primarily focused on corporate governance matters, including the election of directors and the appointment of auditors. No specific financial results such as revenue or earnings were discussed, nor were any changes to guidance mentioned. The meeting also covered resolutions related to equity incentive plans and a significant acquisition, which could impact future growth prospects.

Main topics

  • Election of Directors: The company successfully elected 10 directors, including new CEO James Yamanaka, to serve until the next annual meeting. This continuity in leadership is expected to maintain strategic direction.
  • Appointment of Auditors: PricewaterhouseCoopers LLP was appointed as the new auditor, replacing PKF O'Connor Davies, LLP. This change could imply a shift in financial oversight or strategy.
  • Equity Incentive Plan Approval: Shareholders approved the ordinary resolution for unallocated options, restricted share units, performance share units, and deferred share units under the company's long-term omnibus equity incentive plan.
  • Acquisition of Sanity Group GmbH: An ordinary resolution was passed to approve the acquisition of Sanity Group GmbH and the issuance of up to 96,287,602 common shares. This acquisition is a strategic move to expand Organigram's market presence.

Key metrics mentioned

  • Election of Directors: 10 directors elected (All nominees received a majority of votes)
  • Appointment of Auditors: PricewaterhouseCoopers LLP (Replaces PKF O'Connor Davies, LLP)
  • Equity Incentive Plan: Approved (Ordinary resolution passed)
  • Acquisition Approval: Approved (Ordinary resolution for Sanity Group GmbH acquisition)

The meeting primarily addressed governance and strategic initiatives, with the acquisition of Sanity Group GmbH being a potential growth catalyst. However, the absence of detailed financial results or guidance leaves some uncertainty. Investors should monitor the integration of the acquisition and any subsequent financial disclosures for impacts on the investment thesis.

Earnings Call Speaker Segments

Unknown Executive

Executives
#1

[Audio Gap] I'm pleased to act as Chairman of this Special and Annual Meeting of Shareholders. Before we begin the formal proceedings, I would like to introduce James Yamanaka, our new Chief Executive Officer and a member of the Board of Directors. In addition to myself and James, we are also pleased to have the following members of our current Board of Directors participating at today's meeting, and I would like to introduce them. Geoffrey Machum, Sherry Porter, Stephen Smith, Marni Wieshofer, Simon Ashton, Karina Gehring and Craig Harris. On behalf of the Board, I would like to thank those shareholders who have chosen to attend the meeting in person and those who submitted their proxies in advance. In order to ensure we have a complete record of votes present, I would ask anyone who has not yet given his her or their name to the scrutineer to please do so now. I would also like to remind all of those present that this is a meeting of the shareholders of Organigram Global, Inc. and that although other persons are present who we are pleased to welcome at the meeting, only registered shareholders and proxy holders are entitled to participate in the business of the meeting. Please note that for those shareholders who are unable to attend the meeting in person, the company has made an audio-only telephone conference available for shareholders to listen to the meeting. No questions or voting will occur on the audio conference. Please also note that there may be slight delays throughout the meeting with different speakers beginning or as we respond to questions. With the permission of the meeting, I would like to begin with the formal matters to be dealt with at this meeting. First of all, appointment of Secretary and Scrutineer. With the consent of the meeting, I will ask Helen Martin, our Chief Legal Officer and Corporate Secretary to act as the Recording Secretary of the meeting; and Rosa Garofalo of TSX Trust Company to act as the scrutineer of the meeting. We have received an affidavit from the transfer agent as to the mailing of the notice calling this meeting, which states that the notice of the meeting, together with the Management Information Circular and the form of proxy were mailed to each shareholder of record as of February 23, 2026, the record date for this meeting. I ask that the secretary keep a copy of the affidavit with the minutes of the meeting. I have been provided with a preliminary scrutineers report indicating that a quorum is present. As such, I declare that this meeting has been duly convened and constituted. When the formal report of the scrutineer is available, it will be kept with the minutes of the meeting. Each share represented at this meeting is entitled to 1 vote. In order to make the best use of our time today, certain individuals have been asked to move and second various motions. This is not intended to limit in any way your right to participate in the meeting. A valid vote will be held for certain matters being voted on. Otherwise, unless a ballot is demanded Voting on all other matters will be conducted by a show of hand. I will now proceed to the first item of business for the meeting and present the audited financial statements of Organigram Global Inc. for the year ended September 30, 2025, which, together with the auditors report on such statements had been filed on SEDAR+ as well as on EDGAR. I would ask that the Secretary attach the financial statements and auditors report as a schedule to the minutes of the meeting. Shareholders do not have to take any action regarding the financial statements. The next item of business is the election of directors for the ensuing year. The Board currently has 10 directors whose term of office will expire at the end of this meeting. Management proposes to nominate 10 persons for election to the Board. These persons are all described in the management information circular sent to shareholders, and all of the nominees have agreed to stand for election. In addition to myself, the nominees for election are James Yamanaka, Dexter John, Geoffrey Machum, Sherry Porter, Stephen Smith, Marni Wieshofer; Simon Ashton, Karina Gehring and Craig Harris. If elected, these nominees will hold office until the next Annual Meeting of Shareholders or until his or her successor is elected or appointed. I will now ask James Yamanaka to move and Greg Guyatt to second the motion for the nomination of the directors of the company.

James Yamanaka

Executives
#2

Mr. Chairman, I nominate each of the 10 nominees listed in the management information circular as directors of Organigram.

Greg Guyatt

Executives
#3

I second the motion.

Unknown Executive

Executives
#4

Thank you very much. I've been advised that no other nominations have been made in accordance with Organigram's advanced notice bylaw. Accordingly, I declare the nominations closed. We'll next proceed with the election of directors. Pursuant to the Canada Business Corporations Act, shareholders are required to vote for or against as opposed to 4 and withhold nominees for the Board at an uncontested meeting. If a nominee does not receive a majority of votes cast for their election, the nominee will not be elected and the Board position will remain open or if in the case of incumbent directors, such director may continue in office until the earlier of the 90th day after the election or the day on which his or her successor is appointed or elected. Based on the proxies received for the election of directors, each of the 10 nominees has received a majority of the votes cast for their election. I will now ask James to move and Greg Guyatt to second a formal motion for the election of each of the 10 persons nominated as directors of the company.

James Yamanaka

Executives
#5

Mr. Chairman, I move that each of the 10 persons nominated be hereby elected as directors of Organigram to hold office until the next Annual Meeting of Shareholders or until they resign or their successors are elected or appointed.

Greg Guyatt

Executives
#6

Mr. Chairman, I second the motion.

Unknown Executive

Executives
#7

Thank you. I declare the motion carried. The nominees listed in the management information circular have been duly elected as directors of the company until the next Annual Meeting of Shareholders or until they resign or their successors are elected or appointed. The next item of business is the appointment of auditors for the ensuing year and the authorization of the directors to fix their remuneration. On February 5, 2026, the directors on the recommendation of the Audit Committee determined you would not ask PKF O'Connor Davies, LLP to stand for reappointment and proposed to appoint PricewaterhouseCoopers LLP as auditor of the company until the next annual meeting of the shareholders or until their successor is duly appointed and that the directors be authorized to fix their remuneration. James Yamanaka, may I have a motion to appoint the auditors and authorize the directors to fix their remuneration, please.

James Yamanaka

Executives
#8

I move that PricewaterhouseCooper LLP, chartered accounting at Toronto office located at 18 York Street, Suite 2500, Toronto be appointed as auditor of the company to hold office until the close of the next Annual Meeting of Shareholders or until the successor is appointed and that the directors be authorized to fix their remuneration.

Greg Guyatt

Executives
#9

Mr. Chairman, I second the motion.

Unknown Executive

Executives
#10

Thank you. We will now vote on the motion. All in favor, please raise your hand. Contrary, if any, please raise your hand. Thank you. I declare the motion carried. The next item of business is to consider and if deemed advisable to approve an ordinary resolution approving all unallocated options, restricted share units, performance share units and deferred share units under the company's long-term omnibus equity incentive plan dated January 23, 2020, as more particularly described in the management information circular for this meeting. The full text of the unallocated awards resolution is set forth in Appendix A to the Management Information Circular. In order to become effective, the unallocated awards resolution must be passed by a simple majority of the shareholders of the company present or represented by proxy at the meeting. James Yamanaka, may I please have a motion to approve the unallocated awards resolution is set out in Appendix A to the Management Information Circular.

James Yamanaka

Executives
#11

Mr. Chairman, I move that the unallocated awards resolution as set out in Appendix A to the management information circular to be approved.

Greg Guyatt

Executives
#12

Mr. Chairman, I second the motion.

Unknown Executive

Executives
#13

Thank you. We will now proceed with a ballot vote. Only shareholders of record of the company or their proxy holders are entitled to vote on this matter. If you have previously delivered your proxy, there is no need for you to cast the ballot as your proxy holder will vote on your behalf. Please raise your hand if you would like a ballot. Please record your vote on the motion before the meeting by indicating for or against as the case may be in the space provided on the ballot and then sign and print your name legibly at the bottom of the ballot. If you're voting as a proxy holder, please indicate on whose behalf you are voting and also note the number of shares be voted on the motion. The scrutineer will then proceed to collect the ballots. Would the scrutineer please collect the ballots and prepare a report. Thank you. I declare the ordinary resolution carried. The final item of business is to consider and if deemed advisable to approve an ordinary resolution approving, one that indirect acquisition by the company of all the issued and outstanding shares of Sanity Group GmbH; and two, the issuance of the company of up to 96,287,602 common shares to the shareholders of Sanity Group GmbH and to BT DE Investments, Inc. In connection, the transaction as more particularly described in the management information circular for this meeting. The full text of the transaction resolution is set forth in Appendix B to the Management Information Circular. In order to become effective, the transaction resolution must be passed by a simple majority of the shareholders of the company present or represented by proxy at the meeting, excluding the votes attached to the common shares beneficially owned or over which direction is exercised by BT DE Investments, Inc. and its associates, affiliates and their respective directors and officers who held common shares of the company as of the record date, whose votes must be excluded in accordance with the requirements of multilateral instrument 61-101, protection of minority shareholders in special transaction and the rules of the Toronto Stock Exchange. James may I please have a motion to approve the transaction resolution as set out in Appendix B to the management information circular.

James Yamanaka

Executives
#14

Mr. Chairman, I move that the transaction resolution as set out in the Appendix B to the management information circular be approved.

Greg Guyatt

Executives
#15

Mr. Chairman, I second the motion.

Unknown Executive

Executives
#16

Thank you. We will proceed with a ballot vote. Only shareholders of record of the company or their proxy holders are entitled to vote on this matter. If you have previously delivered your proxy, there is no need for you to cast the ballot as your proxy holder will vote on your behalf. Please raise your hand if you would like a ballot. Please record your vote on the motion before the meeting by indicating for or against as the case may be in the space provided on the ballot, and then sign and print your name legibly at the bottom of the ballot. If you're voting as a proxy holder, please indicate on whose behalf you are voting and also note the number of shares to be voted on the motion. The scrutineer will proceed to collect the ballots. Would the scrutineer please collect the ballots and prepare report. Thank you. I declare the ordinary resolution carried. Now that everyone has had the opportunity to vote, I declare the voting for the Organigram Annual General and Special Meeting of Shareholders closed. We have been informed by the Secretary of preliminary vote report shows that each of the proposals presented for approval today has been duly passed. The final voting results will be available after the meeting and posted to the company's SEDAR+ profile and on EDGAR. We have now completed the business for the meeting. If there are no further -- if there is no further business, I will now ask James Yamanaka for a motion to determinate the meeting.

James Yamanaka

Executives
#17

Mr. Chairman, I move that the meeting be terminated.

Greg Guyatt

Executives
#18

Mr. Chairman, I second the motion.

Unknown Executive

Executives
#19

Thank you very much. I declare the motion carried and the meeting concluded. On behalf of the company, I would like to thank everyone for attending today.

James Yamanaka

Executives
#20

Thank you.

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