ACB Aurora Cannabis Inc

1.      to table the audited financial statements for the fiscal year ended March 31, 2024, together with the report of the auditors and the management’s discussion and analysis thereon;

2.       to fix the number of directors to be elected at seven (7);

3.       to elect the directors for the ensuing year;

4.       to appoint the auditor for the ensuing year;

5.      to consider and, if deemed appropriate, to pass with or without variation, a resolution to amend our Restricted Share Unit Plan, as more particularly described in the accompanying Information Circular, under “Business to be Conducted at the Meeting - Amendment to Restricted Share Unit Plan”;

6.      to consider and, if deemed appropriate, to pass with or without variation, a resolution to amend our Performance Share Unit Plan, as more particularly described in the accompanying Information Circular, under “Business to be Conducted at the Meeting - Amendment to Performance Share Unit Plan;

7.      to consider and, if deemed appropriate, to pass with or without variation, a resolution to amend our Deferred Share Unit Plan, as more particularly described in the accompanying Information Circular, under “Business to be Conducted at the Meeting - Amendment to Deferred Share Unit Plan”;

8.      to consider and, if deemed appropriate, to pass with or without variation, a resolution to amend our Share Option Plan, as more particularly described in the accompanying Information Circular, under “Business to be Conducted at the Meeting - Amendment to Share Option Plan”;

9.      to consider and, if deemed appropriate, to pass with or without variation, a resolution to renew our Shareholder Rights Plan, as more particularly described in the accompanying Information Circular, under “Business to be Conducted at the Meeting - Renewal of Shareholder Rights Plan”; and

10.    to consider and, if deemed appropriate, to pass with or without variation, a non-binding advisory resolution on our approach to executive compensation, as more particularly described in the accompanying Information Circular, under “Business to be Conducted at the Meeting - Say-on-Pay”.

We are using notice-and-access to deliver this circular to both our registered and non-registered shareholders. This means that the Meeting materials are being posted online for you to access rather than being mailed out. Notice-and-access gives shareholders more choice, substantially reduces our printing and mailing costs, and is environmentally friendly as it reduces paper and energy consumption.

You will still receive a form of proxy or a voting instruction form in the mail so you can vote your shares. However, instead of receiving a paper copy of the Meeting materials, you will receive a notice with information about how you can access the Meeting materials electronically and how to request a paper copy. The Meeting materials, as well as our audited financial statements for the fiscal year ended March 31, 2024 and accompanying management discussion and analysis, are available under our profile at www.sedarplus.ca or on our website at https://www.auroramj.com/investors/corporate-governance/

The Board has approved the content of this Notice and Information Circular, and authorized it to be sent to shareholders, to each director and to the auditors.

By order of the Board OF DIRECTORS

Chief Executive Officer Chairman

Our executive compensation programs are intended to drive shareholder value creation, emphasize pay-for-performance, and provide a framework to effectively attract and retain talent.

✓     50% of the long-term incentive (LTI) award mix is performance based, which increased from 40% in prior years.

✓     80% of the CEO compensation is variable and “at-risk” (STI & LTI).

✓     75% of the EVP and CFO compensation is variable and “at-risk” (STI & LTI).

✓      More executive pay is at-risk than market median.

✓      The target mix is aligned to market (executives: 25% base salary, 25% STI and 50% LTIs).

✓      The CEO compensation mix remains at 20% base salary, 20% STI and 60% LTI.

✓      The total target cash is at the 50th percentile range of our peer group.

MANAGEMENT INFORMATION CIRCULAR

Containing information as of June 17, 2024 (unless stated otherwise)

The Company has elected to use the notice and access procedure (“Notice and Access”) available in National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”) and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) for the delivery of meeting materials to shareholders for the Meeting. Under Notice and Access provisions, shareholders will receive a notice (“Notice and Access Notice”) containing information on how they can access this Information Circular and accompanying Notice of Meeting (the “Meeting Materials”) electronically instead of receiving a printed copy, and if a shareholder wishes, how to receive a printed copy of the Meeting Materials. Together with the Notice and Access Notice, shareholders will receive a proxy (“Proxy”), in the case of Registered Shareholders (as defined below), enabling them to vote at the Meeting. The Meeting Materials will be posted on the Company’s website at https://www.auroramj.com/investors/corporate-governance/ and will remain on the website for one year. The Meeting Materials will also be available on the Company’s corporate profile at www.sedarplus.ca. All Registered and Beneficial Shareholders will receive a Notice and Access Notice.

The individuals named in the accompanying form of Proxy are officers and/or directors of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than any of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and vote on your behalf at the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy FOR the approval of such matter.

Shareholders who hold Common Shares registered in their own name (“Registered Shareholders”) may wish to vote by proxy whether or not they are able to attend the virtual Meeting. Registered Shareholders may choose one of the following options to submit their Proxy:

Ø complete, date and sign the enclosed form of Proxy and return it to the Company’s transfer agent, Computershare Trust Company of Canada (“Computershare”), by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail to the 8^th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1 or by hand delivery to the 3^rd Floor, 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9;

Ø use a touch-tone phone to transmit voting choices to a toll-free number. Registered Shareholders must follow the instructions of the voice response system and refer to the enclosed Proxy for the toll-free number, the holder’s account number and the 15-digit control number; or

Ø use the internet through the Computershare website at www.investorvote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed Proxy for the holder’s account number and the 15-digit control number.

In all cases, the Registered Shareholder must ensure the Proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting, or the adjournment thereof, at which the Proxy is to be used. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion without notice.

If you have any questions or need assistance with the completion and delivery of your form of Proxy, please contact Aurora’s shareholder communication advisor and proxy solicitation agent, Laurel Hill, by telephone at 1-877-452-7184 (toll-free in North America) or 416-304-0211 (collect call outside North America) or by email at assistance@laurelhill.com.

The following information is of significant importance to Beneficial Shareholders. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States (the “U.S.”), under the name of Cede & Co. as nominee for The Depository Trust and Clearing Corporation (which acts as depositary for many U.S. brokerage firms and custodian banks). Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients. You should carefully follow the instructions of your broker or intermediary in order to ensure that your Common Shares are voted at the Meeting.

The form of Proxy supplied to you by your broker will be similar to the Proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a Voting Instruction Form (a “VIF”) in lieu of a Proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person, other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting. The person you appoint as a representative need not be a shareholder of the Company. You may appoint yourself as the representative of your Common Shares. To exercise your right to appoint a representative, insert the name of the desired representative (which may be you) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with Broadridge’s instructions, well in advance of the Meeting in order to have the Common Shares voted at the Meeting or to have an alternate representative duly appointed to attend the virtual Meeting and vote your Common Shares. Beneficial Shareholders may be contacted by Laurel Hill to conveniently obtain a vote directly over the phone using Broadridge’s QuickVote™ application.

If you have any questions or need assistance with the completion and delivery of your VIF, please contact Aurora’s shareholder communication advisor and proxy solicitation agent, Laurel Hill, by telephone at 1-877-452-7184 (toll-free in North America) or 416-304-0211 (collect call outside North America) or by email at assistance@laurelhill.com.

Additional Information for Appointing a Proxyholder

(Registered and Beneficial Shareholders)

Shareholders who wish to appoint someone other than the Aurora representatives named in the form of Proxy or VIF as their proxyholder to participate at the Meeting as their proxy and vote their shares MUST first submit their Proxy or VIF, as applicable, appointing that person as proxyholder AND then register that proxyholder online, as described below.

Registering your proxyholder is an additional step that must be completed AFTER you have submitted your Proxy or VIF. Failure to register the proxyholder will result in the proxyholder not receiving a username that is required to participate and vote at the Meeting.

To register a proxyholder, shareholders MUST visit https://www.computershare.com/Aurora no later than Wednesday, August 7, 2024 at 1:00 p.m. Eastern Time and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a username via email.

United States Beneficial holders: To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to Computershare (100 University Avenue, 8^th Floor, Toronto, ON M5J 2Y1, email: USlegalproxy@computershare.com).

If you appoint a proxyholder other than yourself or the named Aurora representatives, please make them aware and ensure they will participate at the Meeting and have received their username prior to the Meeting. If your proxyholder does not receive a username and attend the Meeting, your shares will not be voted.

The solicitation of proxies is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), by virtue of an exemption applicable to proxy solicitations by foreign private issuers as defined in Rule 3b-4 of the U.S. Exchange Act. Accordingly, this Information Circular has been prepared in accordance with applicable Canadian disclosure requirements. Shareholders of the United States should be aware that such requirements differ from those of the United States applicable to proxy statements under the U.S. Exchange Act.

Any information concerning the Company and its operations has been prepared in accordance with Canadian standards under applicable Canadian securities laws and may not be comparable to similar information for United States companies.

Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, and are subject to auditing and auditor independence standards in Canada which will differ in certain respects from United States generally accepted accounting principles and from practices prescribed by the U.S. Securities and Exchange Commission (“SEC”) and thus, may not be comparable to financial statements of United States companies. Such consequences for shareholders who are resident in, or citizens of, the U.S. may not be described fully in this Information Circular.

The enforcement by shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated or organized under the laws of a foreign country, that some or all of their officers and directors and the experts named herein are residents of a foreign country and a substantial portion of the Company’s assets and the assets of such persons are located outside of the United States.

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a Proxy may revoke it by:

Ø  executing a Proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the registered shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the Proxy bearing a later date to Computershare, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or

Ø  personally attending the virtual Meeting and voting the Registered Shareholder’s Common Shares.

A revocation of a Proxy will not affect a matter on which a vote is taken before the revocation.

NOTE: If you are using a 15-digit control number to login to the virtual Meeting and you accept the terms and conditions, you will only be revoking any and all previously submitted Proxies IF you enter a vote while the virtual Meeting is in session. If you do not want to revoke a previously submitted proxy, please do not vote while the Meeting is in session.

Attending and Participating at the Virtual Meeting

Shareholders and duly appointed proxyholders can attend the meeting online by going to https://meetnow.global/MRZ2RL5.

Ø  Registered Shareholders and duly appointed proxyholders can participate in the meeting by clicking “Shareholder” and entering a Control Number or an Invite Code before the start of the meeting.

•   Registered Shareholders: the 15-digit control number is located on the Form of Proxy or in the email notification you received.

•   Duly appointed proxyholders: Computershare Trust Company of Canada OR Computershare Investor Services Inc. (together, “Computershare”) will provide the proxyholder with an Invite Code by email after the voting deadline has passed.

Ø  Attending and voting at the meeting will only be available for Registered Shareholders and duly appointed proxyholders.

Ø  Non-Registered Shareholders who have not appointed themselves as proxyholders to participate and vote at the meeting may login as a guest, by clicking on “Guest” and complete the online form; however, they will not be able to vote or submit questions.

Ø  Non-Registered Shareholders who have not appointed themselves as proxyholders to participate and vote at the meeting will not be able to attend the meeting online.

Shareholders who wish to appoint a third-party proxyholder to represent them at the virtual meeting must submit their Proxy or Voting Instruction Form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their Proxy or Voting Instruction Form. Please refer to “Additional Information for Appointing a Proxyholder”.

In order to participate online, Shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing an Invite Code.

The virtual meeting platform is fully supported across most commonly used web browsers (note: Internet Explorer is not a supported browser). We encourage you to access the meeting prior to the start time. It is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences.

Participating in the meeting: The meeting will only be hosted online by way of a live webcast. Shareholders will not be able to attend the meeting in person. A summary of the information shareholders will need to attend the virtual meeting is provided below.

Ø Registered Shareholders and appointed proxyholders: Only those who have a 15-digit control number, along with duly appointed proxyholders who were assigned an Invite Code by Computershare, will be able to vote and submit questions during the meeting. To do so, please go to https://meetnow.global/MRZ2RL5 prior to the start of the meeting to login. Click on “Shareholder” and enter your 15-digit control number or click on “Invitation” and enter your Invite Code.

Ø United States Beneficial Shareholders: To attend and vote at the virtual meeting, you must first obtain a valid Legal Proxy from your broker, bank or other agent and then register in advance to attend the meeting. Please refer to “Additional Information for Appointing a Proxyholder.

Voting at the meeting: A Registered Shareholder (or a Non-Registered Shareholder) who has appointed themselves or appointed a third-party proxyholder to represent them at the meeting, will appear on a list of proxyholders prepared by Computershare, who is appointed to review and tabulate proxies for this meeting. To be able to vote their shares at the meeting, each Registered Shareholder or proxyholder will be required to enter their control number or Invite Code provided by Computershare at https://meetnow.global/MRZ2RL5 prior to the start of the meeting.

In order to vote, Non-Registered Shareholders who appoint themselves as a proxyholder MUST register with Computershare at https://www.computershare.com/Aurora AFTER submitting their voting instruction form in order to receive an Invite Code (see details under the heading “Appointment of proxies” for details).

The Board has fixed June 17, 2024 as the record date (the “Record Date”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the virtual Meeting or complete, sign and deliver a form of Proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

To the knowledge of the directors and executive officers of the Company, no person or company beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares as of June 17, 2024.

The Company is authorized to issue an unlimited number of Common Shares without par value. As of June 17, 2024, there were 54,548,700 Common Shares issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares. The Company is also authorized to issue an unlimited number of Class “A” Shares with a par value of $1.00 each and is authorized to issue an unlimited number of Class “B” Shares with a par value of $5.00 each. There were no Class “A” Shares and no Class “B” Shares issued and outstanding as of June 17, 2024.

Class “A” Shares: Class “A” Shares may be issued from time to time in one or more series, and the directors may fix from time to time before such issue the number of Class “A” Shares of each series and the designation, rights and restrictions attached thereto including any voting rights, dividend rights, redemption, purchase or conversion rights, sinking fund or other provisions. The Class “A” Shares rank in priority over Common Shares and any other shares ranking by their terms junior to the Class “A” Shares as to dividends and return of capital upon liquidation, dissolution or winding up of the Company or any other return of capital or distribution of the assets of the Company.

Class “B” Shares: Class “B” Shares may be issued from time to time in one or more series, and the directors may fix from time to time before such issue the number of Class B shares of each series and the designation, rights and privileges attached thereto including any voting rights, dividend rights, redemption, purchase or conversion rights, sinking fund or other provisions. The Class “B” Shares rank in priority over Common Shares and any other shares ranking by their terms junior to the Class “B” Shares as to dividends and return of capital upon liquidation, dissolution or winding up of the Company or any other return of capital or distribution of the assets of the Company.

Documents Incorporated by Reference

The following documents filed with the securities commissions or similar authority in all provinces of Canada are specifically incorporated by reference in this Information Circular:

Ø The Company’s audited financial statements for the financial year ended March 31, 2024 and the nine-month fiscal period ended March 31, 2023, the reports of the auditor’s thereon, and the related management’s discussion and analysis; and

Ø The Charter of the Company’s audit committee (the “Audit Committee”), a copy of which is attached as Schedule “A” to the 2024 AIF.

Votes Necessary to Pass Resolutions

Areas of expertise:

  › Leadership

› Business strategy

› Consumer products

› Supply chain

Board

Audit Committee

N&CGC

HRCC

✓     2023 - 78.91% FOR

✓     2022 - 79.57% FOR

✓     2021 - 80.64% FOR

✓    2020 - 88.13% FOR

✓    2019 - 94.51% FOR

✓     2018 - 96.35% FOR

Areas of expertise:

› Executive leadership

› Strategic planning and execution

› Consumer packaged goods

› International regulated products

Miguel Martin’s career spans nearly 30 years in consumer-packaged goods, covering various regulated categories and fast-moving markets. He joined Aurora from Reliva, where he served as President and CEO, and prior to that served as President and General Manager of Logic Technology, one of the world’s largest manufacturers of electronic cigarettes. Under his leadership, Logic was launched in over 38 countries, securing leading global market share which poised the company for a successful acquisition. He also served as Senior Vice-President and General Manager of Altria Sales & Distribution, one of the largest producers and marketers of tobacco, cigarettes and related products globally. While in that role, he led the sales organization responsible for Philip Morris USA, UST and John Middleton.

Mr. Martin’s strength is in building winning teams in sales, marketing and operations, and he has a deep understanding of navigating regulated markets including tobacco, alcohol and cannabis. His distinguished career is anchored by his success in global expansion and sales excellence.  

✓    2023 - 85.26% FOR

✓    2022 - 92.56 % FOR

✓    2021 - 92.71% FOR

✓    2020 - 90.05% FOR

Areas of expertise:

  › Audit and risk management

› Financial reporting/oversight

› Strategic planning and operations

› International markets

Board

N&CGC

Audit (Chair)

✓    2023 - 75.76% FOR

✓    2022 - 92.82% FOR

Areas of expertise:

› Global pharmaceutical executive

› Executive Leadership - Canada, Europe and Asia
› P&L Management and Operations

› Healthcare, Health and Wellness and Retail

› Strategic Planning and Business Development

› Government Affairs

› Inducted into the Canadian Healthcare Marketing Hall of Fame, 2010

› Honored as one of 12 outstanding Canadian Women the Weizmann Institute, 2010

› Awarded the prestigious Queen's Golden Jubilee Medal, 2002

› Honored by the Montreal Board of Trade as an Exceptional Woman for business achievements, 2001

Board
HRCC (Chair)

Audit Committee

15 out of 15 (100%)

4 out of 4 (100%)
9 out of 9 (100%)

✓    2023 - 76.38% FOR

✓    2022 - 83.75% FOR

✓    2021 - 92.81% FOR

Areas of expertise:

› Corporate governance and nominating

› Global pharmaceutical executive

› Healthcare

› Health and wellness

› Executive leadership

› Patient advocacy

› HLS Therapeutics Inc. (TSX) from June 2021 to present

› Extendicare (TSX) from May 2019 to present

› Dialogue Health Technologies Inc. (TSX) from April 2020 to October 2023

› Acerus Pharma (TSX) from June 2015 to May 2020

› Quest Pharmatech (TSX) from January 2019 to April 2020

ICD.D. certification from the University of Toronto, Rotman School of Management (2010)

BMO: Celebrating Women on Boards - 2021 Honouree

Board

N&CGC (Chair)

Audit

✓    2023 - 84.74% FOR

✓    2022 - 83.50% FOR

✓    2021 - 80.78% FOR

✓   2020 - 87.95% FOR

✓    2019 - 91.51% FOR

✓    2018 - 95.74% FOR

Areas of expertise:

› Executive leadership

› Strategic planning and execution

› Finance

› Mergers and acquisitions

› Capital markets

› Corporate governance

✓2023 - 85.30% FOR

✓ 2022 - 92.11% FOR

✓ 2021 - 92.13% FOR

✓ 2020 - 82.27% FOR

✓ 2019 - 80.79% FOR

✓ 2018 - 78.81% FOR

✓ 2017 - 92.61% FOR

✓ 2016 - 99.53% FOR

Areas of expertise:

  › Strategy development

› Innovation

› Human capital

› Governance

Rajesh (Raj) Uttamchandani has had a distinguished career, serving as an executive leader and board member for various public and private entities spanning industries, and a proven track record of increasing business performance and value through strategic planning, human capital, governance and innovation. He is a renowned executive and management consultant who has successfully strategized and executed pivotal transformations for global public organizations. Mr. Uttamchandani has also been instrumental in steering small to medium-sized, unicorn technology companies through periods of hyper-growth. His strategic insights and hands-on approach have consistently led to substantial business advancements and value creation.

Most recently, he was the Chief People Officer for ApplyBoard, an organization recognized as one of the fastest-growing technology companies in Canada. Previous roles include serving as Chief Operating Officer and Chief People Officer at MaRs Discovery District, North America’s largest urban innovation hub committed to advancing companies during their prime periods of growth and Chief Human Resources Officer and Managing Director at Zafin, a Global FinTech supporting modernization of the world’s Tier-1 banks.

For the below skills, level of expertise is assessed based on:

• High: Expert knowledge and can lead and facilitate detailed evaluation, debate and decision-making

• Medium: Proficient and can participate in evaluation, debate and decision-making

• Low: Understanding of basic concepts and general application of those concepts to facts and can participate at a high-level in discussion and debate, and feel comfortable with decision-making

As we have navigated in an emerging industry with a multitude of challenges and as we right-sized the organization to better drive profitability and growth, the Company has reported material weaknesses in its ICFR. Remediating these continues to be a top priority for both the Audit Committee and the management team, and significant progress has been made to date.

1ERP: An important effort towards remediation has been the implementation of 1ERP across the organization. This is expected to solve many of the problems encountered which have led to the identification of material weaknesses in prior years. Discovery work for 1ERP began in fiscal 2023. Key priorities began in earnest in the 2nd quarter of fiscal 2024 and continued through fiscal 2024, with a number of key activities to be completed in fiscal 2025 and fiscal 2026. 1ERP will contribute to reducing material weaknesses by establishing standard processes and software applications, standard data definitions, one system of record for business transactions, and a foundation for streamlining M&A.

In addition to those efforts, in fiscal 2024, management, with oversight from the Audit Committee, implemented a number of business process and control improvements to address known control deficiencies and to continue to enhance the Company’s control environment, including:

✓  Continuing to improve controls over management’s review of Company data, information, assumptions and estimates.

✓   Modifying existing controls and implementing new controls that operated effectively to address known system limitations regarding assurance and segregation of duties.

✓   The ongoing implementation of ICFR within the Bevo Agtech Inc. business component.

Management, with oversight from the Audit Committee will continue to implement remediation measures related to the identified material weaknesses, with a continued focus on reducing the reliance on manual review procedures over data and information in key business processes, providing training to control owners, hiring additional staff to enable the performance of timely internal controls, and enhancement to business processes and controls as the Company continues to mature. The Company’s 1ERP transformation discussed above is a critical step to reducing dependency on manual review controls.

Additionally, management is actively working to improve the robustness of source data used in key assumptions and estimates, including data used in business and operational forecasting, and believes that the precision of assumptions and estimates will continue to improve as additional market and historical company data becomes available as the industry matures.

We believe these measures, and others that may be implemented, will remediate the material weakness in ICFR described above.

Detailed information can be found in our financial statements and accompanying management discussion and analysis, which are available under our profile at www.sedarplus.ca.

The Board has made this a top priority and continues to focus on resolving these issues.

At the Meeting, shareholders will be asked to approve amendments to the Company’s Restricted Share Unit Plan (“RSU Plan”), Performance Share Unit Plan (“PSU Plan”), Deferred Share Unit Plan (“DSU Plan”) and Share Option Plan (“Option Plan”).

The proposed amendments result in a global cap of no more than 9.5% of the Company’s issued and outstanding Common Shares for all equity compensation plans in aggregate, of which no more than 5% may be in the form of RSUs, PSUs or DSUs in aggregate.

These amendments were thoughtfully considered by the HRCC and the Board in order to ensure alignment with our shareholders and the policies of proxy advisors, ISS and Glass Lewis, while also accommodating the Company’s anticipated equity compensation awards over the ensuing periods. We believe that a 9.5% global cap is both reasonable and responsible for the Company given its size.

An overview of each of the proposed amendments is included below, and the plans can be found on our website at https://www.auroramj.com/investors/corporate-governance/.

At the Meeting, the Company asks our shareholders to pass an ordinary resolution, with or without variation, as follows:

“BE IT RESOLVED THAT:

1.    the Shareholder Rights Plan as set forth in the Rights Agreement between the Company and Computershare Trust Company of Canada, as described in the Information Circular of the Company dated June 26, 2024 is hereby approved, confirmed and ratified and the Company is authorized to issue Rights pursuant thereto; and

2.    the making on or prior to the date hereof of any other amendments to the Shareholder Rights Plan as the Company may consider necessary or advisable to satisfy the requirements of any stock exchange or professional commentators on shareholder rights plans in order to conform the Shareholder Rights Plan to versions of shareholder rights plans currently prevalent for reporting issuers in Canada is hereby approved.”

Ensuring the top talent is in place to continue to lead Aurora in meeting its strategic objectives is a top priority for the HRCC. Over the past year, Miguel Martin and his team have again demonstrated that the right leadership team is in place to continue to drive industry-leading growth and to build long-term value for our shareholders.

As you will see discussed throughout this Information Circular, the team has remained laser-focused on stabilizing the business and becoming profitable and, as a result of these efforts, the Company has been able to weather much of the challenges that most in the cannabis industry have and continue to face. We feel it’s important to re-iterate here the impact that they have had on turning the Company around and differentiating itself from its peers.

For example:

✓    This year, they strategically repaid the balance of outstanding convertible debt, representing a significant milestone for the cannabis business becoming debt-free. Nearly $465 million in convertible debt was repaid in total over the past few years, which also saved the Company millions of dollars in interest. This is a significant accomplishment and was also done at a time when the Company was undergoing major restructuring, which truly speaks to management’s track record of financial diligence.

✓   They have continued to maintain one of the strongest balance sheets in the industry, with approximately $180 million in cash available as of the recently completed year end, including an additional $396.4 million available under the existing shelf prospectus.

✓   They have continued to place a strong emphasis on Aurora’s medical cannabis strategy, evidenced by a 20% year-over-year increase in global medical cannabis revenue and by Aurora’s #1 leadership position in the Canadian medical market.

✓   They continued to focus on science and innovation, which led to improvements in yield, potency and disease resistance, and the launch of several new products to market, including Honour, Sourdough Shortcuts and Tasty’s.

✓  They completed the acquisition of MedReleaf Australia, driving further global growth, including access to the New Zealand market, and margin improvements that align Australia with Aurora’s other medical markets, with adjusted gross margins exceeding the target of 60%.

✓   They contributed to the efforts in Germany, and with a leadership position in the German medical market, we are excited about the impact that legalization will have for Aurora’s business when commercial production, manufacturing and retail sales are permitted.

✓   Across Europe, they have continued to work tirelessly to expand access to cannabis in emerging markets like Poland, France and the UK. For example, last quarter Aurora launched five new products into key European markets, onboarded new wholesalers to widen its distribution channels, and worked closely with governments and regulators to increase patient access and drive regulatory change.

We are also pleased with the recent appointment of Simona King as Chief Financial Officer. Ms. King brings over 25 years of progressive finance leadership experience, with deep business knowledge and proven success with global and emerging organizations. She served nearly 20 years with Bristol Myers Squibb, where she held increasingly senior finance roles and enabled the company's growth strategy. We believe that her deep operational and financial knowledge, combined with her extensive experience across many corporate functions and deep commitment to developing talent, make her uniquely positioned to help lead Aurora into its next phase of growth and to build long-term value for our shareholders.

While stock valuations for the entire sector remain depressed, we believe Aurora is in a position of strength and leading the way in improving performance and approaching profitability, thanks to this team now in place.

The decline and overall volatility in our stock price over recent years, much like our peers, has an obvious impact on pay-for-performance alignment and in particular how that is assessed by proxy advisory firms, ISS and Glass Lewis. While we can’t control the volatility of the stock market, we feel strongly that the Board has taken responsible steps to align the management team with Aurora’s strategic direction to support long-term value creation for our shareholders, and to ensure that a majority of compensation for our leadership team is at risk.

2024 Executive Compensation Design - Majority of Pay “At-Risk”

As discussed last year, a new executive compensation program was recommended by the HRCC and came into effect for fiscal 2024.

✓   75% of NEO compensation is at-risk.

✓    80% of CEO compensation is at-risk.

 ✓   More executive pay is at-risk than market median.

✓   CEO compensation mix remains at 20% base, 20% STIP, 60% LTIP.

✓    The LTIP program was reset so that 50% of the mix is performance-based awards, which increased from 40% in prior years.

✓    We increased attention on goal rigour and appropriateness of targets for our STIs.

✓     We better aligned to the broader market pay mix of 25% base, 25% STIP, 50% LTIP for our executives.

We believe that the executive compensation program that has been implemented is reasonable, reflects responsible decision making by the Board, and achieves the goal of building value while attracting, motivating and retaining our top talent.

Shareholder Outreach

Direct engagement with our shareholders is key as we continue to evolve as a company and is of particular importance in a nascent industry and volatile market conditions where our share performance does not yet reflect the successes and hard work of our management team. This spring we engaged in a shareholder outreach process with our top shareholders to better understand our shareholders’ perspectives. The Company contacted its top fifteen (15) shareholders, representing approximately 8% of the issued and outstanding Common Shares, and asked to meet and discuss the Company’s approach to executive compensation, as well as the transformation of the Company’s business over the past four years.

Shareholders expressed concerns regarding alignment of pay and performance. They acknowledged the difficulties associated with overhauling the compensation program in-flight and understood the importance of retaining top talent while the Company stabilizes its business and becomes profitable. The Company continues to focus on the alignment of pay and performance, ensuring that executive payouts are aligned with the shareholder experience.

This advisory vote remains an important part of the ongoing process of engagement between shareholders and the Board.

Base Salary

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Annual STI

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Board Mandate

The Board has oversight responsibility for the stewardship of the Company and its business and is accountable to the shareholders for the performance of the Company. The Board has clearly delineated its role and the role of management. The role of the Board is to supervise the management of the Company’s business and affairs, with the objective of creating value for shareholders, while considering the interests of other stakeholders. Management’s role is to conduct the day-to-day operations in a way that will meet this objective. The Board carries out its responsibilities, in consultation with management, by establishing key policies and standards, including policies for the assessment and management of the Company’s principal risks, by reviewing and approving the Company’s strategic plans and engaging and ensuring the continuity of executive management that possess the character, skills and experience required to attain the Company’s goals. The Board has the statutory obligation to act honestly and in good faith with a view to the best interests of the Company, including all shareholders and its stakeholders.

The Board’s responsibilities include, but are not limited to, overseeing:

✓  strategic planning;

✓  risk assessment processes;

✓  financial reporting and internal controls; and

✓  corporate disclosure and communication.

The Board discharges its responsibilities either directly or through its established committees - the Audit Committee, the N&CGC and the HRCC (collectively, the “Committees”).

The Board Mandate is reviewed and updated, if required, on an annual basis. The full text is posted on our website at: https://www.auroramj.com/investors/corporate-governance/.

The Company believes in the importance of an independent Board and the N&CGC is responsible for ensuring the Board functions independently of management. The Board has determined that six (6) of the seven (7) directors (85.7%) proposed for re-election qualify as unrelated and independent, as they are independent from management and free from any interest, function, business, or other relationship that could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the Company’s best interest. The Board has determined that only CEO, Miguel Martin, is considered a non-independent director. Michael Singer, who formerly acted as Executive Chairman and Interim CEO, is now considered by the Board to be independent in accordance with applicable corporate and securities laws as it has been over three years since he retired from the Executive Chairman position.

The Audit Committee, N&CGC and HRCC are comprised of only independent directors, as determined with reference to the criteria for independence prescribed by NI 58-101 and Rule 5605(a)(2) of the Nasdaq Rulebook.

The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process. To facilitate ongoing education, the Company:

✓    maintains a membership for each director in an organization dedicated to corporate governance and ongoing director education;

✓    encourages and provides an annual allocated amount of funding for the attendance of each director at seminars or conferences of interest and relevance;

✓    encourages and arranges, from time to time, presentations by outside experts to the Board or committees on matters of particular importance or emerging significance; and

✓    arranges a number of internal presentations for the Board to keep them informed on matters of importance to the business, including as related to global regulatory and government affairs, quality assurance and other cannabis-industry related topics.

All Board members have significant experience in the governance of private and public companies, which the Board believes ensures the effective operation and governance of the Board and the Company. In addition to formal director education activities, the Board committees work collaboratively by frequently sharing information and educational material, and by inviting non-committee directors to meetings for observation or education purposes.

The Board has implemented, and reviews, from time to time, a comprehensive process to annually assess its effectiveness, as well as the effectiveness of its committees, the Chairman, the committee chairs (the “Committee Chairs”) and individual directors. This process is under the supervision of the N&CGC and, for fiscal 2024, was conducted through a third-party consultant and comprised of the following steps:

Ø The consultant developed and distributed a pre-interview guide to interview participants, which included all members of the Board and four members of the executive leadership team.

Ø One-on-one interviews were then held.

Ø The consultant consolidated input from the interviews, extracted themes and presented the results to the Board.

Ø With the results, the Board has implemented or considered a number of changes to date.

The Chairman, in collaboration with the corporate secretary (“Corporate Secretary”) and Committee Chairs, has the responsibility of establishing a schedule for the meetings of the Board and its Committees. During this process, Board and Committee working plans are established for the year, in collaboration with applicable executives. We believe that proceeding in this manner helps in the preparation of in-depth presentations conducive to meaningful information sessions and discussions while allowing management to plan ahead. If, during the course of the year, events or circumstances require Board or Committee action or consideration, additional meetings are called.

Communication regularly takes place between the Chairman and the Company’s executives and, through the Corporate Secretary, between executive officers having responsibilities for matters placed under the supervision of particular Committees and Committee Chairs. This open communication ensures that all meaningful information concerning the affairs and progress of the Company are transmitted to those members of the Board or Committees having special supervisory responsibilities.

The Company expects directors to attend all Board and Committee meetings, as well as the annual general meeting of shareholders. Disclosure regarding the total number of meetings held and the attendance record for each director for fiscal 2024 is set out within the director biographies in this Information Circular. The N&CGC reviews the attendance record of each director as part of the nomination process. The Board will require a director to tender his or her resignation if such director does not meet a minimum attendance requirement (75% of meetings in any given year), subject to a review of extenuating circumstances for such director.

For fiscal 2024, all directors had over 93% attendance, with the majority having attended 100% of the meetings. In all cases where a director is absent for a meeting at which action is taken by the Board, the Chairman consults with that director in advance to ensure alignment with any matters put forth for consideration by the Board.

The Board encourages an objective nominating process for new directors by open discussion at Board meetings and review of candidates by the N&CGC. The N&CGC consists solely of independent directors pursuant to NP 58-201 and is responsible for proposing new nominees to the Board. The N&CGC considers the following factors when assessing potential candidates:

✓   the Board’s overall mix of skills and experience;

✓   each candidate’s character, integrity, judgment, and record of achievement; and

✓   diversity (including gender, cultural background, age, geographic representation, and other personal characteristics).

Directors are elected by the shareholders at each annual meeting to serve for a term expiring on the date of the following annual meeting, unless otherwise appointed or elected to fill an occasional vacancy.

Executives: The HRCC, in collaboration with the Company’s human resources team (“HR Team”), identifies the skills and experience required for the most senior executive roles within the Company, and the potential candidates with the desired capabilities best suited for advancement into these roles. The identified successors work with the HR Team to establish development plans to address their gaps and career goals in the context of the succession planning process. Annual reports are provided to the Board on the progress and development of these prospective successors.

Board: The N&CGC Chair discusses succession planning annually with each director, including his or her intentions with respect to continuing to serve as a director for the ensuing year. Based on these conversations and other considerations, the N&CGC leads its efforts to identity and recruit potential candidates to the Board and includes consideration of both qualified male and female candidates when recruiting for new directors.

2024 Board Succession: This year, Adam Szweras provided notice of his intention to not stand for re-election at the Meeting. The N&CGC Chair led extensive recruitment efforts, considering a mix of female and male candidates. After a long and thoughtful recruiting process, the N&CGC Chair ultimately recommended that Rajesh Uttamchandani be appointed to the Board, as he brings the experience, perspective, character and diversity that the Board needs in this next stage of growth.

As at the fiscal year ended March 31, 2024, the members of the Audit Committee were Chitwant Kohli (Chair), Ron Funk, Norma Beauchamp and Theresa Firestone. All members of the Audit Committee are independent. The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities by reviewing the financial information which is to be provided to the shareholders and the public, the systems of corporate controls, which management and the Board have established, and overseeing the audit and risk process. It has general responsibility to oversee internal controls, accounting and auditing activities, and legal compliance of the Company. The Audit Committee is also mandated to review related party transactions, and review, assess and approve any material related party transactions in accordance with the Company’s Related Party Transactions Policy, which is discussed later in this section. All members of the Audit Committee are financially literate as defined in NI 52-110.

Further, each member of the Audit Committee has:

✓  an understanding of the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

✓  experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can be reasonably expected to be raised by the issuer’s financial statements; or experience actively supervising individuals engaged in such activities; and

✓  an understanding of internal controls and procedures for financial reporting.

The Company has determined that Chitwant Kohli qualifies as an “Audit Committee financial expert” under the rules of the SEC and is considered “financially sophisticated” pursuant to Nasdaq listing standards. Please refer to the 2024 AIF filed under the Company’s SEDAR+ profile at www.sedarplus.ca for further information concerning the relevant education and experience of each member of the Audit Committee as well as the Audit Committee’s charter, which is available on the Company’s website at https://www.auroramj.com/investors/corporate-governance/.

As at the fiscal year ended March 31, 2024, the members of the HRCC were Theresa Firestone (Chair), Adam Szweras and Ron Funk. All members of the HRCC are and will continue to be independent. The responsibilities of the HRCC include reviewing and approving directors’ and executive compensation based on the Company’s goals and objectives, reviewing and approving the Company’s incentive compensation and equity-based plans and arrangements, reviewing and recommending on matters related to executive succession planning, and reporting regularly to the Board on the activities of the Committee. The Board has adopted a Charter of the HRCC, a copy of which is available on the Company’s website at https://www.auroramj.com/investors/corporate-governance/.

The HRCC conducts reviews regarding the directors’ and the CEO’s compensation once a year. To make its recommendation on the directors’ and the CEO’s compensation, this committee considers the types of compensation and the amounts paid to directors and chief executive officers of comparable publicly traded companies. The HRCC ensures that a significant portion of compensation for the CEO and other executives is at risk.

Reporting to the N&CGC, the Company has established an ESG management group (the “ESG Committee”) comprising members of management, and representative of each key business area. The ESG Committee is mandated to:

✓ meet at least quarterly;

✓ engage with external ESG professionals for support and guidance, and share expert knowledge, as needed.

✓ where required, support internal efforts to identify the key ESG initiatives and opportunities across each essential business area, and track progress of same;

✓ report on progress to the N&CGC at least quarterly;

✓ where requested, assist with ESG-related disclosures including in press releases, on our website, in investor presentations and/or the annual proxy circular.

Co-generation Plant:

Energy Reduction and Business Continuity

Extended Producer Responsibility (EPR):

Circular Materials

  Legislation requires producers to take responsibility for the end-of-life management of the materials they supply to consumers. We have been a proud partner of the Resource Recovery Alliance (RRA) (formally the Canadian Stewardship Services Alliance) since 2019. The program was transferred to Circular Materials in 2022, syncing to the broader work on promoting a circular economy in Canada. A key component of this program continues to be the Extended Producer Responsibility (EPR) which promotes overall waste reduction and allows producers to support and build more efficient recycling systems.

Under this program, we submit reports on all paper, plastic, glass and corrugated cardboard packaging used for the containment, protection, handling, delivery and presentation of goods supplied to consumers in British Columbia, Saskatchewan, Ontario and Alberta. We continue to have the responsibility of paying for the recycling costs on our product packaging. It’s expected that the circular economy programs will extend to all provincial jurisdictions by the end of 2025.  

Our roots as a medical cannabis company run deep, and we’re passionate about connecting with and helping others. We strive to provide a meaningful contribution to the cannabis community and the globe at large by:

✓   Championing diversity, equity and inclusion both within and outside our company.

✓   Supporting initiatives that benefit patients, veterans, the environment, social justice and the communities where we live and work.

✓   Valuing our roots and addressing the social inequities of cannabis prohibition by supporting those communities who have been disproportionately impacted.

✓    Encouraging our employees to give back to their communities through paid volunteer days and team initiatives.

✓   Fostering and maintaining a safe and healthy workplace.

As an organization, we are committed to building and sustaining a culture of diversity, equity and inclusion where employees can bring their true authentic selves to work. We recognize and value the contributions, varying experiences, beliefs and customs that each individual brings to our workplace. We aspire to be an inclusive organization and to provide equal opportunities to our global workforce, while pro-actively tackling and eliminating any form of discrimination. Collectively, we promote a culture that empowers our employees and fosters values of compassion and courage across the Company. We are committed to:

✓ providing equal opportunity employment;

✓ creating, managing and valuing diversity, which includes supporting our leaders, managers and employees to demonstrate the principles of diversity and inclusion in their everyday activities, roles and functions;

✓ providing a safe work environment, which includes working within our cultural values and the practice of the Human Rights Act, and the Employment Equity Act by promoting a culture of respect and dignity and actively challenging discrimination of any form, should it ever arise;

✓ fostering a culture of belonging where all employees are included, treated with dignity and respect, promoted on their merits, and placed in positions to contribute to our future success;

✓  removing unnecessary barriers for our employees seeking opportunities through training and development, promotion and career development; and

✓ having zero tolerance for any acts of unlawful or unfair discrimination (including any form of bullying or harassment) committed against an employee, contractor, job applicant or visitor based on any of the following prohibited grounds of discrimination as identified in the Human Rights Act: race, national or ethnic origin, colour, religion, age, sex, sexual orientation, gender identity or expression, marital status, family status, genetic characteristics, disability and conviction for an offence for which a pardon has been granted or in respect of which a record suspension has been ordered.

As discussed earlier, the Board has evolved dramatically over the past few years, including with respect to the representation of diversity. Today, 50% of the Board consists of diverse members and, following the Meeting and re-election of the nominees, that number will increase to 57%. The Company has adopted and reviews annually a Board and Executive Diversity Policy under which includes a target to maintain thirty percent (30%) representation of women on the Board. The Company will continue to consider including targets for other diverse groups, however, believes that the evolution of the Board over the past few years clearly demonstrates the Board’s commitment to diversity of all kinds. The Board and Executive Diversity Policy can be found on the Company’s website at https://www.auroramj.com/investors/corporate-governance/.

The N&CGC is responsible for recommending qualified candidates for Board nominations who possess the skills, competencies, business and financial experience, leadership and level of commitment required of a director to fulfill its responsibilities. In making recommendations for Board members, the N&CGC will also consider the impact such candidate’s appointment would have on the diversity of the Board.

The N&CGC periodically reviews its recruitment and selection processes to ensure that diversity remains a component of any director search and considers the level of representation of non-males and other diverse groups on the Board to ensure that every time a new director is sought, diverse candidates will be considered. An executive search firm may be retained by the N&CGC to help achieve this goal.

In May 2024, following a thoughtful recruitment process which included five (5) females and one (1) racially or ethnically diverse male candidate, and after an extensive screening and interview processes by the N&CGC Chair and Chairman of the Board, Rajesh Uttamchandani was recommended for appointment to the Board. He brings a breadth of knowledge and capability from a variety of sectors and disciplines that will undoubtedly be additive to Aurora and complement the existing strength of our Board.

We recognize the importance of having a diverse executive management team and believe that experience, perspective and relatability facilitate innovation and help to empower and enable teams. Effective talent management, leadership development, succession planning, and employee engagement are priorities for the Board and the HRCC. In recruiting, management is responsible for considering candidates for executive management appointments that possess the qualifications, competencies, experience, leadership skills and level of commitment required to fulfill executive functions and to supportive the achievement of the Company’s strategic objectives. The importance of representation of diverse groups is also considered when filling these positions. The Company’s long-term goal is to promote from within, and therefore we believe it is important to have diversity at all levels of the organization, providing us with a strong pool of diversified candidates for future executive management positions.

Currently, the Company tracks the number and percentage of women in senior leadership roles and focuses on developing this talent pipeline. We believe that the most effective way to achieve our goal of increasing the representation of women in leadership roles is to identify high-potential women within the Company and work with them to ensure they develop the skills, acquire the experience and have the opportunities necessary to become effective leaders.

In February, 2024, we were pleased to appoint Simona King as Chief Financial Officer, further increasing the number of women in executive management positions. As of the date of this Information Circular, three (3) out of seven (7) members (43%) of our executive management team are female. In addition, eight (8) out of nineteen (19) of our vice-presidents and senior vice-presidents within Canada (42%) are female, and globally, eight (8) out of 22 (36%) are female.

An important DE&I initiative at Aurora is our employee affinity groups which comprise of individuals who share a common identity characteristic and primarily those who are from traditionally underrepresented or marginalized groups. These affinity groups are led by employees and are intended to promote inclusion and diversity and to benefit the overall employee experience by allowing for safe spaces for networking, resources for mentorship and training for professional development.

Women Empowerment Network (“WEN”): This global, employee-led initiative was first introduced during the week of International Women’s Day (IWD) and has since annually organized a week-long program for IWD that showcases the female leaders of Aurora, from our Board of Directors, as well as allies who share what they do to support women in and out of the workplace. Virtual and in-person events include panel discussions with female leaders in cannabis, business, STEM, and much more. WEN continues to be run by volunteers.

LGBTQ2+: An Employee Affinity Group focused on the LGBTQ2+ community, activates during Pride Month and peak moments important to the community. They work to support and promote inclusion within the organization and to build a community that sees, hears, accepts, respects, and understands one another as their authentic selves.

We are committed to opening the world to cannabis, through continuous innovation, responsible leadership, and unwavering advocacy for access and acceptance. Despite significant progress in many jurisdictions, including Canada, which had a pioneering role in legalizing cannabis, people globally still face substantial barriers to access. It is essential for us to remain focused on the ongoing need for advocacy to ensure that the benefits of cannabis - medical, economic, and social - are fully realized and accessible to everyone. While over 40 countries have legalized cannabis to varying degrees, open access remains limited.

Innovation has long been the story of cannabis culture, and it’s also at the heart of what we do here at Aurora. We have one of the largest genetic libraries for cannabis in the world and we’re continually pushing the boundaries of research and product development to respond to the evolving preferences of patients and consumers.  There is no limit to the exploration of cannabis and its potential benefit, and we intend to stay at the cutting edge of the industry, providing products that are not only safe and effective, but also tailored to meet the diverse needs of our global community of patients and consumers.  

In October, a group of Aurora personnel, including our Chairman, Ron Funk, once again worked with our veteran partners to help clean a stretch of Highway 401 in Toronto known as the Highway of Heroes. This is a biannual spring and fall clean up that is shaping up to be an A-Team tradition. When a Canadian soldier is killed in action, their remains are repatriated to the Canadian Forces Base near Trenton, Ontario, operated by the Royal Canadian Air Forces. From there, they're driven to the coroner’s building in Toronto for examination before being released to the families. The Highway of Heroes is the 172-kilometre stretch of Highway 401 between Glen Miller Road in Trenton and Keele St. in Toronto, travelled by the funeral convoys.

Employee Engagement: “Love Where You Work”

Our people, combined with our collective passion for the industry, are what make Aurora a special place to work and defines what we call our “A-Team”. To provide employees with a consistent, rewarding and engaging experience, the Company has introduced several employee-facing initiatives:

“Meeting Free Friday Afternoons” allows each employee in a corporate role globally to block the afternoon from noon onwards in their local time zone, to be used for focus work, ideation and collaboration.

Remote First Work, a global program that prioritizes enabling employees in corporate roles to work remotely from where they live and use technology as much as possible to collaborate and achieve business results.

Internal Communications: The entire global organization receives regular communication throughout the year - leveraging Aurora’s internal intranet, “The Dose”, employee-led communication through a learnings series known as “Learning Sesh” and “In the Weeds”, and many global town halls and open forums. The Company celebrated and acknowledged many milestones throughout the year that resonate with employees and connect the Company to the organization’s core purpose as a leading global medical cannabis company. This includes recognition for 4/20, the National Day for Truth and Reconciliation, Pride Month, the anniversary of Canadian legalization, national holidays and much more.

GLOW: Get Lit on Wellness

Supporting our A-Team’s Well-being

Our value of Compassion recognizes that we treat everyone with care and respect, and that we work hard to take care of each other. Compassion is also about ensuring we’re taking the time to take care of ourselves by focusing on our own health and wellness. With this in mind, we recently launched GLOW (Get Lit on Wellness), Aurora’s new Employee Wellness Program. GLOW aims to support our A-Team's journey toward holistic health with dedicated resources to expand awareness in four key pillars:

We believe in the importance of having regular and constructive communication with shareholders to create an open, candid, and productive dialogue. We communicate with our shareholders through various channels, including our news releases, website and social media feeds, presentations at investor and industry conferences, quarterly earnings calls, and through the updates and information relayed within our annual report, management proxy circular, annual information form and quarterly reports. We also consider the annual “say-on-pay” vote in relation to our executive compensation practices as an important way to reach out to get feedback from our shareholders.

We encourage shareholders to contact the Board directly with any questions or concerns. Letters or emails should be marked confidential and addressed to the Chairman as follows:

Attention: Chairman of the Board
Aurora Cannabis Inc.
2207 90B St. SW
Edmonton, Alberta T6X 1V8
Email: chairman@auroramj.com

Shareholders can communicate with the Chairman anonymously, but we encourage you to identify yourself so he can acknowledge your communication. You can also send an email to: ir@auroramj.com and our investor relations team will direct your communication to the appropriate contact.

We view strong governance, ethical business practices and prudent risk management as being critical to achieving long-term value creation for shareholders and to driving sustainability.

In fulfilling this objective, we continue to:

✓    Maintain strong corporate governance practices through effective board stewardship, proactive risk management, and management accountability.

✓    Maintain high ethical standards and executive leadership that promotes a culture of integrity.

✓     Maintain effective policies and reporting mechanisms to assist us in operating as a responsible business.

Our compliance responsibilities are broad, far-reaching and complex, spanning our subsidiaries, global operations and regions. Our executive officers and management are responsible for managing and overseeing the organization’s compliance with applicable laws and regulations. As such, we have established an ethics and compliance program (the “Program”) to promote our culture of ethical and lawful conduct and to provide senior-level management, accountability and oversight to prevent, detect and correct non-compliance or unethical conduct. The Program includes:

•     regular day-to-day managing of compliance and supporting policies, processes and controls;

•     reporting on compliance initiatives and effectiveness;

•     regular oversight of compliance initiatives and related decision-making;

•     mechanisms to prevent, detect and correct violations, including corrective actions and discipline;

•     ongoing education, training and acknowledgement of ethics and compliance responsibilities for all employees; and

•     risk-based monitoring and assurance of compliance obligations to support strong governance, risk management and internal control.

The EVP, General Counsel and Corporate Secretary has overall responsibility for the Program. The Compliance, Risk and Assurance function (“CRA”) has day-to-day oversight responsibility for the Program. These responsibilities include, but are not limited to: (a) meeting regularly to perform or delegate the performance of tasks required by the Program; (b) ensuring the adoption of appropriate policies or procedures necessary to implement the Program and Code (as defined below); and (c) directing the creation of and approving training programs for the Code and Program.

The Board, through the Audit Committee, receives periodic reporting from management and provides oversight to the Program and its implementation.

The centerpiece of the Program is our Code of Business Conduct and Ethics (the “Code”), which applies to all directors, officers and employees. A copy of the Code can be found on our website at: https://www.auroramj.com/investors/corporate-governance/. The Code provides principles of conduct that Aurora follows to ensure its business is conducted with integrity and in compliance with the law.

The Board and management monitor compliance with the Code in various ways, which are described below. The Company has not filed any material change report that pertains to any conduct of a director or executive officer that constitutes a departure from the Code.

In addition to the Code, the additional policies listed below provide organizational guidance on the conduct and ethics expectations for all directors, officers and employees in specific areas, and are reviewed regularly.

•  Anti-Bribery and Corruption Policy

•  Anti-Money Laundering Policy

•   Disclosure, Confidentiality and Insider Trading Policy

•   Discrimination and Harassment Policy

•  Quality Policy

•  Discipline and Performance Management Policy

•   Whistleblower Policy

Aurora’s CRA function has a mandate to provide senior management and the Audit Committee with value-added, independent, and objective assurance, advice and ongoing assessments regarding systems and practices of risk management, internal control and corporate governance that aide Aurora in meeting its strategic objectives. CRA undertakes systematic and disciplined evaluations and works with management and the Audit Committee to enact a system of governance that:

•    enables the effectiveness and efficiency of the Company’s operations, including the achievement of operational and financial goals, and the safeguarding of assets against loss;

•   supports the creation, management and protection of information that is reliable, timely and transparent to support internal and external financial and non-financial reporting in a manner that meets regulatory requirements, professional standard, and internal policies;

•   adheres to laws and regulations; and

•    implements adequate internal controls and procedures to support the above objectives and ensures that those controls are both monitored and functioning as intended.

Aurora takes cybersecurity risk very seriously. Cybersecurity incidents are increasing in both number and severity across the world. This trend is expected to continue, making the protection of sensitive company and patient data when it is stored, transmitted, and processed through our systems of the utmost importance.

We have implemented an information security program based on the National Institute of Standard and Technology (“NIST”) Cyber Security Framework (“CSF”). The framework requires the application of principles, risk management best practices, and improving security and resilience of critical infrastructure. To meet NIST-CSF Requirements, we used the Center for Internet Security (“CIS”) Critical Security Controls as our implementation guideline. We have implemented the majority of the controls and are in the process of implementing the remainder. All controls are reviewed annually, quarterly, and monthly as required.

We have a Cyber Security Incident Response Plan, and we perform an annual simulation to ensure we can respond to threats as quickly as possible. We have a monitoring and alerting service through a third-party watching our systems to ensure we are protected which operates 24 hours a day, 7 days a week, 365 days per year.

We use our cybersecurity training platform to issue campaigns that include regular awareness training that all staff are required to complete and monthly email phishing campaigns in an effort to continually educate our staff on the common trends in cybersecurity. All our compliance, training, and protection statistics are reported on every quarter to reflect our industry posture.

We have adopted various mandates, policies and practices to support our governance framework, which are reviewed on an annual basis and are, among others, key components of our corporate governance. They can be found on our website at https://www.auroramj.com/investors/corporategovernance/.

•  Articles

•  Board Mandate

•  Charter of the Audit Committee

•  Charter of the Human Resources and Compensation Committee

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Dear shareholders,

On behalf of Aurora’s Human Resources & Compensation Committee (the “HRCC”), we would like to share our approach for determining executive compensation at Aurora and the performance assessment framework we employed in determining executive pay in fiscal 2024.

First, however, we would like to take the opportunity to share our thoughts on the Company’s performance and why we feel Aurora has the right management team in place to continue to drive growth and meet the Company’s strategic objectives.

As CEO, Miguel Martin has remained steadfast in his commitment to driving excellence within the organization. He has a clear vision for Aurora’s future and has continued to thoughtfully lead with focus and integrity. The team he has assembled is talented, passionate and engaged and work tirelessly to differentiate the Company from its peers.

Over the past year, the leadership team has remained laser-focused on Aurora’s strategic priorities and executed on a number of key initiatives. Their efforts toward Prioritizing Profit and Responsible Growth led to the final repayment of convertible debt, which represents a significant milestone for Aurora’s cannabis business becoming debt-free and supporting its goal of achieving positive free cash flow this calendar year. They focused on being Patient and Consumer Obsessed, launching a number of new high-quality products in the medical and consumer channels, both domestically and internationally, signalling the Company’s global approach to innovation. The Aurora team has been Blazing Trails Globally through the acquisition of MedReleaf Australia, a leader in the fastest growing federally regulated medical market, while contributing significantly to the monumental de-scheduling of cannabis in Germany. Germany’s leading reform is not only culturally significant, but signals a readiness for change in Europe. With deep roots in the German market, and growing leadership in other key markets, including the UK, France and Poland, the future for medical cannabis in Europe is bright and promising.

To add to these accomplishments, we are also thrilled with the recent addition of Simona King as CFO. Simona brings over 25 years of progressive finance leadership experience to Aurora, including nearly 20 years as an executive of Bristol Myers Squibb, a leading multinational pharmaceutical company. She comes to the cannabis industry with deep strategic and financial experience and a desire to help lead the Company to the next stage. As a passionate people leader with an unwavering commitment to talent development, coaching and mentoring, she is a champion for Cultivating Great Talent. We would like to thank Glen Ibbott for the dedication and passion he provided to the business during his tenure.

Management remains focused on Aurora achieving positive free cash flow by the end of calendar 2024 and we believe the Company has in place the key talent required to deliver industry-leading performance and shareholder value. We feel strongly that management’s achievements continue to be exemplary, and we thank them for their leadership. The future is bright, and we are excited for this year ahead.

2024 Compensation Decisions

The executive compensation programs of Aurora are intended to drive shareholder value creation, emphasize pay-for-performance, and provide a framework to effectively attract and retain talent. In determining compensation for fiscal 2024, we considered several factors including:

• performance against established corporate objectives;

• divisional performance results;

• individual performance and demonstrated enterprise leadership; and

• benchmarking against our peer group.

Our target compensation programs fall in the 50^th percentile range of our peer group, and we ensure that we are making responsible and reasonable decisions for executives and the Company as a whole. We believe that our Named Executive Officers (NEOs) and senior leaders should have the majority of their compensation at-risk, and our programs are structured as such.

For fiscal 2024, the executive compensation plan reflects the following:

✓   50% of the long-term incentive (LTI) award mix is performance based for executives, which is up from 40% in prior years.

✓   80% of the CEO compensation is variable and “at-risk” (STI & LTI).

✓   The CEO mix is 20% base salary, 20% STI and 60% LTI.

✓   75% of the EVP and CFO compensation is variable and “at-risk” (STI & LTI).

✓   The target mix is aligned to market (executives: 25% base salary, 25% STI and 50% LTIs).

✓   The total target cash is at the 50th percentile range of our peer group.

Retention of Key Talent

We have been very strategic in putting together a leadership team of highly skilled executives from CPG, banking/financial, pharma, and manufacturing industry backgrounds, who will move the Company forward. As we shared earlier, we feel that their achievements to date demonstrate that we have the right team in place.

As we discussed in last year’s Information Circular, the transformation, evolution and continued volatility of the Canadian cannabis industry has raised compensation issues unlike any in the Company’s history. Long-term incentives granted in recent years have been impacted beyond what could have been contemplated and addressed through the initial design and as a result, do not serve as meaningful retention tools. In fact, the majority of long-term incentives issued in recent years have delivered no returns for our leaders.

As the Company continued to go through significant change, including resetting its footprint and setting the organization in the right direction, we felt it was critical to ensure the leadership team that was created was retained to continue to deliver on the Company’s promise and potential. As such, an enhanced retention program was approved by the Board in 2022, under which the RSUs were delivered last year and reflected in our NEO pay for fiscal 2023, and the first-year cash component was paid to our NEOs and is reflected in their pay for fiscal 2024. Importantly, the cash component is contingent on achieving revenue goals and individual performance criteria, to drive value creation and ensure alignment with Company performance.

It is also important to note that the value of the awards is presented as the “grant date fair value” which is an estimate of the value of equity awards at the time of grant. Given the volatility of the stock, the current and actual value of these equity awards is much lower than the grant date fair value presented under the share-based awards column. We believe this context is important as you review the numbers to understand the significant difference between the value at grant date and actual value.

We are confident that the compensation outcomes disclosed in this Information Circular align our management team with Aurora’s strategic direction and support long-term value creation for our shareholders. We re-iterate our confidence in the team in meeting its objectives.

The HRCC will continue to seek feedback on our executive pay programs and, where appropriate, take action to ensure compensation is well aligned with peer companies and the market in general. We encourage you to read the CD&A and vote in favour of our say-on-pay proposal.

Thank you for your continued support.

Ø Miguel Martin, CEO;

Ø Simona King, Chef Financial Officer (“CFO”);

Ø Glen Ibbott, former CFO;

Ø Alex Miller, EVP, Operations and Supply Chain (“EVP Ops”);

Ø Nathalie Clark, EVP, General Counsel and Corporate Secretary (“EVP GC”); and

Ø Andre Jerome, EVP Global Business Development (“EVP GBD”)

Comprised of:

•   50% PSUs: performance vesting based on relative total shareholder return (“TSR”) on the third anniversary of the grant date.

•   40% stock options: annual vesting over three years, five-year term

•   10% RSUs: annual vesting over three years, settled in shares