Orgenesis (ORGS) Proxy filing summary

Executive summary

• Special Meeting scheduled for May 27, 2026, to be held virtually, allowing shareholders to vote and ask questions online.

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

• Board recommends approval of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

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

• Proposal 2: Approve Convertible Loan Agreement with Alpha Prosperity Fund SPC 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 2025.

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

• Shareholder proposals and director nominations for the 2026 annual meeting must follow advance notice requirements.

Board of directors and corporate governance

• Board and management encourage virtual participation and proxy voting to maximize shareholder engagement.

• Security ownership table discloses significant holdings by directors, officers, and major shareholders.