Orgenesis (ORGS) Proxy filing summary

Executive summary

• Special Meeting scheduled for May 27, 2026, to be held virtually, allowing shareholders to attend, vote, and submit questions online for increased participation and efficiency.

• Key proposals include increasing authorized shares, approving a convertible loan agreement with potential share issuance, and ratifying the appointment of the independent auditor for 2025.

• Board of Directors recommends approval of all proposals, emphasizing the need for additional capital and operational flexibility.

Voting matters and shareholder proposals

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

• Proposal 2: Approve Convertible Loan Agreement with Alpha Prosperity Fund SPC, including 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 registered public accounting firm for fiscal year ending December 31, 2025.

• Shareholders of record as of April 22, 2026, are eligible to vote; each share entitles the holder to one vote.

• Advance notice requirements and universal proxy rules apply for shareholder proposals and director nominations for the 2026 Annual Meeting.

Board of directors and corporate governance

• Board recommends voting FOR all proposals, citing corporate governance and operational needs.

• Board approved the share increase on March 26, 2026, pending shareholder approval.

• Board and management are responsible for proxy solicitation and oversight of the virtual meeting process.