Orgenesis (ORGS) Proxy filing summary

Executive summary

• Special Meeting scheduled for May 2026 will be held virtually to enhance participation and reduce costs and environmental impact.

• Key proposals include increasing authorized shares, approving a convertible loan agreement, and ratifying the independent auditor.

• Board recommends approval of all proposals and encourages prompt shareholder voting.

Voting matters and shareholder proposals

• Proposal 1: Amend Articles of Incorporation to increase authorized common shares from 14,583,333 to 150,000,000.

• Proposal 2: Approve Convertible Loan Agreement and potential issuance of up to 60,578,082 shares upon conversion and warrant exercise.

• Proposal 3: Ratify Kesselman & Kesselman C.P.A.s as independent auditor for fiscal year ending December 31, 2025.

• Board recommends voting “FOR” all proposals; majority of votes cast required for approval.

• Shareholder proposals for the 2026 Annual Meeting must be submitted within specified advance notice periods.

Board of directors and corporate governance

• Board and Audit Committee oversee proposal recommendations and auditor selection.

• Board has authority to issue additional shares without further shareholder approval unless required by law.