ACB Aurora Cannabis Inc

A MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER 

June 30, 2023

Dear shareholders,

We are pleased to invite you to the 2023 Annual General Meeting of Shareholders (the “Meeting”) of Aurora Cannabis Inc. (“Aurora” or the “Company”) to be held on Monday, August 14, 2023 at 1:00 pm Eastern Time. We are holding the Meeting in a virtual-only format once again in order to give our shareholders an equal opportunity to participate. Meeting details, including instructions on how to vote, can be found within this Proxy Statement.

I would like to take this opportunity to reflect on this past fiscal year and the hard work that has been done to set the Company up for success and to build shareholder value. Over the past year, Aurora continued to execute against the business transformation plan initiated in February 2020, and remarkable progress has been made as the organization has remained laser-focused on profitability. The first step was a stated commitment to achieving positive adjusted EBITDA in Q2 2023. We are proud to have achieved that, and a second sequential quarter of positive Adjusted EBITDA in Q3 2023. This demonstrates our commitment to financial discipline and positions us on a clear path to reach our next financial milestone which is positive free cash flow. Ongoing business transformation initiatives have delivered ~$400 million in annualized cost savings and have reduced cash used in operating activities to $15.1 million in Q3 2023. While our competitors are just starting their restructuring journeys, we are ahead of the pack and while the past few years have not been easy, the decisions and actions implemented were necessary for the financial health and future success of the Company. The hard work continues, and to complete the progression to positive free cash flow, we are continuing to right-size SG&A costs, centralize and optimize production facilities, and leverage our cultivar breeding success to shift the Company’s portfolio in the Canadian consumer business to high margin segments of the market. I’m proud of what the team has achieved to date. While the cannabis industry is still full of challenges, I firmly believe Aurora is on the right track and want to share what I believe sets us apart from our competitors and will continue to drive our success story.

✓ Medical leadership: Aurora remains the #1 Canadian LP. Our industry-leading Canadian and international medical cannabis operations, with country diversification, growth, and strong gross margins, provides the foundation for profitability and positive cash flow. There is, and will continue to be, real and profitable growth opportunities in the global medical market for companies such as Aurora.

✓ Financial leadership: We continue to have one of the strongest balance sheets in the Canadian Cannabis industry with approximately $230 million of cash on hand and approximately $80 million outstanding in convertible notes as of June 14, 2023. Cash flow continues to improve with a reduction in cash used in operations, excluding working capital to $15.1 million in Q3 2023 (Q2 2023 - $35.5 million; Q3 2022 - $63.9 million) and minimal levels of capital expenditures. The Company’s plan to reduce costs by a further $40 million annualized before the end of fiscal 2024 is expected to continue to improve operating cash use over the next several quarters and support the Company’s initiative to achieve positive free cash flow by the end of calendar year 2024.

✓  Scientific leadership: Our scientific leadership and ongoing investment in cannabis breeding and genetics continues to provide us with a strong competitive advantage in international and domestic medical and Canadian consumer channels. Our breeding program, located at Aurora Coast, produced 10 new cultivar launches in Canada during fiscal 2023; two of these - Sourdough and Farm Gas - have also been launched in Europe and Australia and are expected to drive revenues by injecting rotation and variety into our product pipeline, specifically in the super high THC category. In addition, high quality and high potency cultivars that also deliver meaningful improvements in yield are setting us up for long-term success with lower per gram cultivation costs, providing us with the ability to leverage significantly more yield on a g/m2 basis than our competitors.

✓  Consumer repositioning: Leveraging our leading strength in science, cultivation and post-harvest processing, and the acquisition of the Thrive business, we believe that our changes to leadership and internal processes have now positioned Aurora to build a profitable and growing Canadian consumer business. Advances in production have repositioned the flower portfolio to one that has the characteristics that consumers are looking for: high THC and terpene levels, and distinctive experiences. These advances have also driven significant improvement in per unit production costs with higher yields and consistent delivery of specification resulting in all-in per unit costs for Aurora’s new and exciting portfolio that are a 30% or better improvement from our legacy cultivars. We have also refocused our innovation pipeline for efficient delivery of targeted new products and line extensions. Combined, Aurora’s ability to deliver products that deliver exceptional customer value in all price tiers, while at the same time achieving strong contribution and gross margins, allow us to build a profitable and growing business, and provide the know-how to leverage these lessons into future global consumer markets that are expected to open over the next few years.

✓  Bevo acquisition: In August 2022, we acquired a controlling interest in Bevo Agtech Inc. (“Bevo”), the sole parent of Bevo Farms Ltd., one of the largest suppliers of propagated vegetables and ornamental plants in North America, allowing us to immediately benefit from a profitable, cash flow positive and growing business. This acquisition enabled us to recognize $10.8 million in net revenue during fiscal Q3 of fiscal 2023, up from $6.6 million in Q2 due to the onset of its traditionally strong seasonal period. Further, we have completed repurposing the Aurora Sky facility for orchid and vegetable propagation and expect to see revenues generated from that facility in the final quarter of calendar 2023.

✓  Launch of Purpose, Values and Strategic Priorities: In February, after tremendous collaboration across the organization, Aurora moved into a “new era” and launched a new purpose, values and strategic priorities. The new purpose statement, “Opening the World to Cannabis - Enabled by Science. Empowered by People. For Patients & Consumers”, reflects Aurora’s unique positioning as a leader in the global cannabis market, its mission of bringing the benefits of cannabis to patients and consumers, and the Company’s competitive advantage of actualizing this benefit through science and its people. Our new values of Winning Together, Accountability, Courage, and Compassion demonstrate the commitment the entire team has to operate with the highest degree of care for our patients, our consumers, our shareholders and each other. Our new strategic priorities - Cultivate Great Talent, Blaze Trails Globally, Prioritize Profit and Responsible Growth, Execute with Excellence and Agility and Patient and Customer Obsessed - serve to empower and enable the organization as we continue to work towards building value for our shareholders.

Looking ahead, we are focused on driving profitable growth in our core global medical business and have the balance sheet to be opportunistic in the current market environment. We are laser focused on becoming a positive free cash flow company, and our success in leading profitable growth in global medical cannabis and our track record of cost efficiency should give our investors comfort that we are executing the plan to deliver on this financial target.

As I’ve said before, I, along with the rest of the leadership team, remain fully committed to building value for our shareholders. Your vote is important to us. Thank you for your continued support and investment in Aurora.

Sincerely,

Chief Executive Officer

1.   to table the audited financial statements for the nine-month fiscal period ended March 31, 2023, 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 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 “Particulars of Matters to be Acted Upon - Say-on-Pay”; and

5.   to appoint the auditor for the ensuing year.

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 nine-month fiscal period ended March 31, 2023 and accompanying management discussion and analysis, are available under our profile at www.sedar.com 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

Audit (Incoming Chair),

N&CGC

The HR & Compensation Committee responded to shareholders’ low support for our say-on-pay vote and recommended changes to the executive compensation program moving forward, putting more of the executive pay “at risk” and performance based.

The new program became effective at the start of fiscal 2024 and reflects the following:

✓ 75% of NEO compensation is at-risk.

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

✓ The LTIP program was reset so that 50% of the mix is performance-based awards.

✓ 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.

Beneficial Shareholders

Shares held with a broker,
bank or other intermediary

Registered Shareholders

Shares held in own name
(physical certificate or DRS)

NOTE: Shareholders who wish to appoint someone other than the Aurora representatives named in the VIF/Proxy as their proxyholder to participate at the Meeting as their proxy and vote their shares MUST first submit their VIF/Proxy, as applicable, appointing that person as proxyholder AND THEN register that proxyholder online.

Please refer to the instructions in the Information Circular.

MANAGEMENT INFORMATION CIRCULAR

Containing information as of June 19, 2023 (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://investor.auroramj.com/ and will remain on the website for one year. The Meeting Materials will also be available on the Company’s corporate profile at www.sedar.com. 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:

Øcomplete, 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;

Øuse 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

Øuse 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 1-416-304-0211 (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 1-416-304-0211 (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 Thursday, August 10, 2023 at 1:00 p.m. Eastern 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 http://meetnow.global/MDU47WN.

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 http://meetnow.global/MDU47WN 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 http://meetnow.global/MDU47WN 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 19, 2023 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 19, 2023.

The Company is authorized to issue an unlimited number of Common Shares without par value. As of June 19, 2023, there were 354,205,652 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 Cdn$1.00 each and is authorized to issue an unlimited number of Class “B” Shares with a par value of Cdn$5.00 each. There were no Class “A” Shares and no Class “B” Shares issued and outstanding as of June 19, 2023.

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 nine-month fiscal period ended March 31, 2023 and the financial year ended June 30, 2022, 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 2023 AIF.

Votes Necessary to Pass Resolutions

Change in Fiscal

Year-End

Areas of expertise:

› Leadership

› Business strategy

› Consumer products

› Supply chain

Board

Audit Committee

N&CGC

✔ 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

✔ 2022 - 92.56 % FOR

✔ 2021 - 92.71% FOR

✔ 2020 - 90.05% FOR

Areas of expertise:

› Executive leadership

› Strategic planning and execution

› Finance

› Mergers and acquisitions

› Capital markets

› Corporate governance

✔ 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:

› Corporate governance and nominating

› Global pharmaceutical executive

› Healthcare

› Health and wellness

› Executive leadership

› Patient advocacy

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

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

› Extendicare (TSX) from May 2019 to present

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

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

› MedReleaf Corp. (TSX) from June 2017 to July 2018

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

BMO: Celebrating Women on Boards - 2021 Honouree

Board

N&CGC (Chair)

HRCC ⁽¹⁾

Audit ⁽²⁾

✔ 2022 - 83.50% FOR

✔ 2021 - 80.78% FOR

✔ 2020 - 87.95% FOR

✔ 2019 - 91.51% FOR

✔ 2018 - 95.74% 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⁽¹⁾

12 out of 12 (100%)

5 out of 5 (100%)
2 out of 2 (100%)

✔ 2022 - 83.75% FOR

✔ 2021 - 92.81% FOR

Areas of expertise:

› Securities law

› Mergers and acquisitions

› Corporate governance

› Capital markets

› Vertical Peak Holdings Inc. (formerly High Fusion Inc.) (CSE) from July 2014 to present

› SustainCo Inc. (TSX-V) from March 2017 to November 2020

› Harborside Inc. (CSE) from May 30, 2019 to November 2020

› Quinsam Capital Corporation (CSE) from October 2017 to August 2020

› Water Ways Technologies Inc. (TSX-V) from April 2014 to August 2020

Board

HRCC

N&CGC

✔ 2022 - 84.42% FOR

✔ 2021 - 79.76% FOR

✔ 2020 - 85.39% FOR

✔ 2019 - 75.88% FOR

✔ 2018 - 96.75% FOR

✔ 2017 - 99.2% FOR

✔ 2016 - 99.53% FOR

Areas of expertise:

› Audit and risk management

› Financial reporting/oversight

› Strategic planning and operations

› International markets

Board

N&CGC

Audit

The Company has adopted a majority voting policy (the “Majority Voting Policy”) that applies to the election of directors. Under the Majority Voting Policy, a director who is elected with more votes withheld than cast in favour of his or her election will be required to tender his or her resignation to the Chairman of the Board. The resignation will be effective when accepted by the Board and the nominee director will not participate in any committee or Board meetings or deliberations on this matter. The Majority Voting Policy does not apply in circumstances involving contested director elections.

The N&CGC will consider the resignation and make a recommendation to the Board on whether or not the resignation should be accepted. In considering the recommendation of the N&CGC, the Board will consider the factors taken into account by the committee and such additional information and factors that the Board considers relevant. The Board expects that resignations will be accepted unless there are extenuating circumstances that warrant a contrary decision.

The Board will announce its decision (including the reasons for not accepting any resignation) by way of a news release within 90 days of the date of the meeting at which the election occurred and provide a copy of the news release to the Toronto Stock Exchange (“TSX”). If the resignation is accepted, subject to any applicable law, the Board may leave the resultant vacancy unfilled until the next annual general meeting, fill the vacancy through the appointment of a new director, or call a special meeting of shareholders at which there will be presented one or more nominees to fill any vacancy or vacancies. A copy of the Majority Voting Policy can be viewed on the Company’s website at https://www.auroramj.com/investors/corporate-governance/.

The Company’s Articles include advance notice provisions (the “Advance Notice Provision”) concerning nomination of directors for election by shareholders. The Advance Notice Provision provides for advance notice to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the BCBCA, or (ii) a shareholder proposal made pursuant to the provisions of the BCBCA.

The purpose of the Advance Notice Provision is to ensure that all shareholders, including those participating in a meeting by Proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. The Advance Notice Provision fixes a deadline by which holders of Common Shares must submit director nominations to the Company prior to any annual or special meeting of shareholders at which election of directors will be presented and sets forth the minimum information that a shareholder must include in the advance notice to the Company for it to be in proper written form.

The Advance Notice Provision also requires that all proposed director nominees deliver a written representation and agreement that such candidate for nomination, if elected as a director of the Company, will comply with all applicable corporate governance, conflict of interest, confidentiality, share ownership, majority voting and insider trading policies and other policies and guidelines of the Company applicable to directors and in effect during such person’s term in office as a director.

The foregoing is merely a summary of the Advance Notice Provision, is not comprehensive and is qualified by the full text of such provision in the Company’s Articles, which can be viewed on the Company’s website at https://www.auroramj.com/investors/corporate-governance/.

Last year, all resolutions received at least majority support, and all director nominees were successfully elected to the Board. However, the say-on-pay resolution received the lowest support of all resolutions on the agenda, and we would like to take an opportunity to highlight the work that was completed in the past year by the Board and, in particular, the HRCC to address concerns raised in connection with prior years’ say-on-pay advisory votes.

In late fiscal 2022, the HRCC reviewed the top concerns expressed by shareholders regarding the compensation practices of the Company, which mirrored the concerns expressed by the proxy advisor ISS and included the total quantum of executive compensation and pay-for-performance alignment. Last year, the HRCC worked extensively with its independent compensation consultant and recommended that the Company adapt its approach to executive compensation to promote the long-term interests of shareholders. These changes came into effect at the start of fiscal 2024 and the HRCC believes that they address these concerns raised. Please refer to the “Compensation Discussion and Analysis” section of this Information Circular for more details.

The Board members, and particularly the HRCC members, are sensitive to the opinions expressed by shareholders and value the feedback. The HRCC will continue to be responsive to shareholders to ensure the compensation program of the Company is in alignment with best practices and shareholder expectations.

Effective for Fiscal 2024: Executive Compensation Redesign

In response to the concerns raised, in late fiscal 2022, the HRCC engaged with Meridian Compensation Partners (“Meridian”), the Company’s independent compensation consultant, to conduct a thorough review of the Company’s executive compensation structure, including a review against comparator companies. Meridian then presented a recommended compensation redesign to the HRCC in July 2022, which was subsequently approved by the Board in August 2022 to come into effect for fiscal 2024. The redesign reinforces our commitment to improvements in pay-for-performance, by putting the majority of executive pay at risk.

The new program became effective at the start of fiscal 2024, and reflects the following:

✔ 75% of NEO compensation is at-risk.

✔ 80% of CEO compensation is at-risk (unchanged from 2023).

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

✔ The LTIP program was reset so that 50% of the mix is performance-based awards.

✔ 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.

In response to feedback received regarding the timing for effectiveness of the new program, many matters were considered including with respect to notice requirements under employment laws and, in particular, the planned change in fiscal year for 2023 from June 30 to March 31. As a result, with these changes approved in the first quarter of fiscal 2023, it made sense to make the new program effective April 1, 2023, being the start of the new fiscal year 2024. This also provided executives with appropriate notice regarding changes to their compensation program.

We believe that these actions implemented show meaningful consideration by the HRCC towards improvements in pay-for-performance, as well as alignment with industry standards and governance best practices.

Shareholder Outreach

We believe that direct engagement with our shareholders is key as we evolve as a company and is of particular importance in a nascent industry and in volatile market conditions where our share performance does not reflect the successes and hard work of our management team and Board. This spring we coordinated outreach to the following top ten (10) institutional holders, representing approximately 11.7% of the issued and outstanding shares of the Company:

• D.E. Shaw & Co. LP

• Millennium Management LLC

• ETF Managers Group LLC

• Renaissance Technologies LLC

• Mirae Asset Global Investments (USA)

• Qube Research and Technologies

• Dimensional Fund Advisors

• Goldman Sachs International

• Susquehanna International Group LLP

• Blackrock International Trust Co.

The intent of this outreach was to discuss our approach to executive compensation and recent changes implemented, and to receive feedback on any concerns or further areas for improvement. We are still receiving feedback and welcome opportunities to discuss these important matters with our shareholders.

While stock valuations for the entire sector remain depressed, we believe we are leading the way in improving performance and approaching profitability, thanks to the strong leadership now in place. The decline in our stock price, 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, our Board has taken responsible steps to align our 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. We believe our compensation reflects that.

Material Weakness Remediation

In fiscal 2023, management, with oversight from the Audit Committee, implemented a number of business process and control improvements to address the material weaknesses disclosed in the Company’s 2022 annual reporting and Q1 fiscal 2023 quarterly reporting, respectively, including:

✔  Hiring additional accounting personnel with appropriate knowledge and experience with technical accounting over complex transactions, complementing the existing accounting function expertise and to enable appropriate staffing levels for the control environment.

✔  Improving the controls over completeness and accuracy of company data and information used in the preparation of complex spreadsheets.

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

This resulted in the remediation of material weaknesses related to the control environment and insufficient personnel, controls over complex spreadsheets, and the IT general controls specific to the European business component.

Detailed information can be found in our financial statements for the nine-month fiscal period ended March 31, 2023, and accompanying management discussion and analysis, which are available under our profile at www.sedar.com.

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 and taking into account 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, being 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 a majority of the directors are independent within the meaning of NI 58-101. As of the date of this Information Circular, Ron Funk (the “Chairman”), Norma Beauchamp, Theresa Firestone, Adam Szweras, Chitwant Kohli, Lance Friedmann and Shan Atkins are independent directors. Miguel Martin and Michael Singer are not independent as a result of their respective roles as CEO and former Executive Chairman and Interim CEO. As earlier disclosed, Shan Atkins and Lance Friedmann are not standing for re-election at the Meeting, which does not impact the majority independent composition of the Board following the Meeting.

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; and

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

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.

Over fiscal 2023, Board members individually attended a number of events and webinars on relevant topics such as ESG, cybersecurity, proxy season reviews, the future of Canadian governance, executive compensation, and more. In addition, the Board attended the following Company-arranged presentations:

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 2023, was comprised of the following steps:

Ø Questionnaires were prepared and sent to each director related to both overall Board performance and on a self and peer assessment basis, and the directors were asked to rate each statement and provide written feedback.

Ø The results on overall Board performance were aggregated and shared with the N&CGC and the full Board for discussion.

Ø The peer and self-assessment results were summarized for each director and shared in an individual report by the Board Chair, and by the N&CGC Chair in respect of the Board Chair’s individual report.

Ø One-on-one discussions were then held between the Board Chair and each director, and the N&CGC Chair, CEO and Board Chair in respect of his report, to provide individualized performance feedback and discuss Board evolution over the planning horizon.

Ø The N&CGC then prepared and presented to the Board an action plan to address any areas for improvement in overall Board structure and performance, and for individual director development plans.

Ø As a result of this process and taking into consideration the Board’s level of expertise and the needs of the business, the Board determined to reduce its size from nine (9) to seven (7) directors effective as of the Meeting.

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 work 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 the shareholders. Disclosure regarding the total number of meetings held and the attendance record for each director for fiscal 2023 is set out within the director biographies in this Information Circular.

During the nine-month fiscal period ended March 31, 2023, the Company’s directors maintained a nearly perfect attendance record at Board meetings and Committee meetings as applicable to each director. 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.

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 2023, all directors had over 92% attendance, with the majority having attended 100% of the meetings.

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. See “Other Board Committees”.

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.

Executive: 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.

As at the nine-month fiscal period ended March 31, 2023, the members of the Audit Committee were Shan Atkins (Chair), Ron Funk, Chitwant Kohli, Norma Beauchamp and Theresa Firestone. Ms. Atkins is not standing for re-election at the Meeting and, as such, Mr. Kohli will succeed her as Chair of the Audit Committee upon his re-election to the Board at the Meeting. All members of the Audit Committee are and will continue to be 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 Company’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 currently both Shan Atkins and Chitwant Kohli qualify as an “audit committee financial expert” under the rules of the SEC and both are considered “financially sophisticated” pursuant to Nasdaq listing standards. Mr. Kohli will be succeeding Ms. Atkins as Chair of the Audit Committee upon his re-election at the Meeting, ensuring the Chair of that Committee will continue to have the appropriate level of expertise. Please refer to the 2023 AIF filed under the Company’s SEDAR profile at www.sedar.com 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 nine-month fiscal period ended March 31, 2023, the members of the HRCC were Theresa Firestone (Chair), Adam Szweras, Lance Friedmann and Shan Atkins. All members of the HRCC are independent. The responsibilities of the HRCC include reviewing and approving director 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 executive succession planning, and reporting regularly to the Board on the activities of the HRCC. 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.

Environmental, Social and Governance (ESG) at Aurora

Responsible Growth Towards Bold New Horizons

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 risks and opportunities across each essential business area, and track progress of same;

•  report on progress to the N&CGC at least quarterly, and coordinate ESG-related Board education initiatives for the N&CGC as requested;

•  annually report to the Board on the specific goals and/or targets, as applicable, that the Company intends to pursue to further enable ESG principles and best practices, for presentation to the Board at or prior to each fiscal year end; and

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

We recognize the environmental impact of cannabis production and seek to improve our operations as we grow by:

✔ Assessing the environmental impacts of new and existing projects, processes and procedures.

✔ Establishing and enhancing the yield-to-input ratios of our primary inputs (including energy, water and growing materials).

✔ Reducing our waste and carbon outputs through reuse/recycling programs, waste reduction, and educating internal stakeholders.

✔ Engaging key industry stakeholders - including vendors, peers, and standard-setters - on sustainability best practices.

While there is much work to do as an organization and as an industry as a whole, there are efforts underway that we feel are moving us in the right direction. We will continue to seek sustainable processes for our operations with a goal to reduce our environmental impact over time.

Cogeneration system: The majority of electrical requirements for our Aurora River facility come from our own cogeneration systems (“CoGen”). The CoGen went live in January 2021, enabling Aurora River to produce its own electricity. With the CoGen in place, the site no longer draws directly from the grid, and provides us with higher energy efficiency and a reduction in GHG emissions.

Water-saving techniques: We continue to utilize water saving techniques in our grow operations, which includes the re-use of water through UV light treatment.

Selling what is grown: In the last two quarters of fiscal 2023, the Company sold all of the cannabis grown for the quarter. Disposing of less cannabis has a significant environmental and financial benefit.

Management of cannabis and organic waste: The team at Aurora Coast has continued to manage organic waste (cannabis waste from deconstruction processes and kitchen waste from normal use) so that all organic waste is shredded and composted on-site and used for landscaping or stored on-site (within a fenced perimeter). No organic waste has left the Aurora Coast site since the start of operations in January 2020. In addition, in a recent effort to both reuse waste and support staff engagement, the team repurposed composted cannabis waste (plant material and growing media) for garden beds on-site. There are currently 15 garden beds in place for the growing season.

Liquid waste: Through our operations, we produce residual liquid waste. Our hazardous liquid waste is handled by waste management companies which have approval from The Ministry of the Environment, Conservation and Parks for disposal. Wastewater from our operations is sent to the city for treatment through the sewage system.

Recycling Program: Recycling has been a part of Aurora operations since day one. We have been recycling all of our cardboard, paper, and wood and these materials are used almost daily in our operations. In fiscal 2022, we started a recycling program at certain locations to help increase our recycling rate and decrease the waste that ends up in landfill.

Circular Materials: Since 2019, we have been a proud partner of Resource Recovery Alliance (RRA), now Circular Materials following its acquisition of RRA September 2022. This alliance helps in promoting a circular economy, a key component of which is Extended Producer Responsibility (EPR). By participating in this program, we are responsible for paying the recycling costs of our product packaging when picked up from participating locations. EPR promotes waste reduction and an increased focus on reuse and recycling activities.

Remote-First: In June 2022, we adopted a global remote-first work program. While this is an employee-facing initiative intended first to support work-life balance, it is also beneficial for the environment. By supporting our employees to work from home, we are eliminating commutes and thereby contributing to reduced emissions, and encouraging a reduction of office supplies, including paper usage, printing and general office waste.

Reduced Facility Footprint: Throughout our business transformation over the past few years, we have significantly reduced our facility footprint. This is one of the simplest improvements we can make as an industry, and results in a reduction in energy use, emissions and waste produced.

At Aurora, our commitment to helping others is what defines us. 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 the 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 are committed to being an inclusive organization and to providing equal opportunities throughout employment, while pro-actively tackling and eliminating any form of discrimination. Collectively, we promote a culture that empowers our employees and fosters values of respect, inclusion, and belonging 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.

A more recent DE&I initiative at Aurora is the creation of employee affinity groups which consist 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: In fiscal 2022, the Company introduced a Women’s Affinity Group - known as the Women Empowerment Network (“WEN”). This global, employee-led initiative was introduced during the week of International Women’s Day and was backed by a full week of programming. Similarly, for fiscal 2023, WEN organized and presented a week-long session of panels that showcased some of the amazing female leaders we have at Aurora, as well as allies who shared what they do to support women in and out of the workplace. Virtual and in-person events included panel discussions with female leaders in cannabis, business, STEM, and much more. WEN continues to be run by a volunteer committee. 

LGBTQ2+: This year, a group of employees launched LGBTQ2+ celebrations for Pride Month in an effort to support and promote pride and inclusion within the organization and to build a community that sees, hears, accepts, respects, and understands one another as their authentic selves. Throughout June, they hosted events that celebrated LGBTQ2+ voices at Aurora, the culture and our diverse community. It is the hope that these efforts will continue and lead to the start of a more formal LGBTQ2+ affinity group over time.

In late fiscal 2022, the Board adopted a Board and Executive Diversity Policy under which the Company commits to maintain at least one-third (1/3) representation of women on the Board. In the event that a female director resigns, and the Board is not able to immediately replace this position with another qualified female candidate, the Company commits to re-achieving this target within one (1) year of such resignation. The Company will consider including targets for other diverse groups as we continue to develop our diversity and inclusion objectives. 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 ensure this goal is achieved.

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. 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.

As of the date of this Information Circular, two (2) out of six (6) members (33.3%) of our executive management team are female. In addition, 7 out of 20 of our vice-presidents and senior vice-presidents within Canada (35%) are female, and globally, 7 out of 24 (29.2%) are female.

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”. We are a diverse team of cannabis experts, innovators, and champions who bring their best every day so Aurora can be an employer of choice. 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 has continued to receive ongoing communication throughout the year - leveraging Aurora’s internal intranet, “The Dose”, as well as employee-led communication through a social sharing series known as “It’s Grow Time” 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 cannabis company. This includes recognition for 4/20, the National Day for Truth and Reconciliation, Pride Month, national holidays and much more.

Our vision is to maintain a safe and healthy workplace for all employees in compliance with all applicable laws and regulations. We promote a positive attitude towards safety and establish safety and health objectives for all levels of management and employees. Through our intranet, employees have access to all relevant policies, documents, training modules and incident reporting and management mechanisms.

We foster the health and wellness of our employees with a competitive benefits package including employer-paid health and dentalcare premiums, life insurance and LTD policies, support for mental health through an employee assistance program and other resources, and a medical cannabis coverage program.

At the beginning of the pandemic, we assembled a cross-functional COVID-19 response team to guide our organization. We also implemented business continuity plans that established both new and temporary protocols to ensure the continued health and safety of our employees. Throughout fiscal 2023:

✔  The Company continued to successfully manage the ongoing COVID-19 pandemic, with a primary focus on safely maintaining operations and our commitment to service patients and consumers and provide a healthy workplace for all Aurora employees.

✔  The Company’s policies and standard operating procedures to protect our manufacturing facilities were upheld throughout and experienced several updates to reflect changes in public health guidance, access to vaccines, testing programs and more.

✔  The Company maintained a Canadian vaccination mandate to all Canadian employees and worked hard to ensure every employee had access to information delivered by medical professionals as it relates to vaccines, their application, efficacy and safety.

✔  All Canadian employees were provided special leave of 80 hours for use when managing a personal case of COVID-19, an affected family member or other personal COVID-related challenge. Time away was also provided to all Canadian employees to receive their vaccinations.

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.
3498 63 Avenue
Leduc, AB T9E 0G8

Email: chairman@auroramj.com

You 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:

•      meeting regularly to perform or delegate the performance of tasks required by the Program;

•      ensuring the adoption of appropriate policies or procedures necessary to implement the Program and Code (as defined below); and

•      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. The following documents, among others, are key components of our corporate governance and can be found on our website at https://www.auroramj.com/investors/corporate-governance/.

·      Articles

·      Board Mandate

·      Charter of the Audit Committee

·      Charter of the Human Resources and Compensation Committee

·      Charter of the Nominating and Corporate Governance Committee

·      Code of Business Conduct and Ethics

·      Whistleblower Policy

·      Related Party Transactions Policy

·      Advance Notice Policy

·      Majority Voting Policy

Dear Shareholders,

On behalf of Aurora’s Human Resources & Compensation Committee (HRCC), we would like to share with you our approach for determining executive compensation at Aurora and the performance assessment framework we have employed in determining executive pay in fiscal 2023. We would also like to highlight some of the many successes that management has delivered this year as they have continued to work tirelessly to significantly transform, refocus and settle the business following a difficult period of restructuring and change.

Miguel Martin continues to demonstrate why he is the right leader for the job. With his commitment to driving excellence, his clear vision for the future of Aurora, and an ability to make courageous decisions to move the Company forward, he has continued to lead the organization with commitment and integrity. Despite the unique challenges presented by the Canadian cannabis industry, his vision has been clear from the start: we must focus on our patients and customers who rely on us, while moving to profitability as an organization. The first step was a stated commitment to achieving positive adjusted EBITDA, which was achieved in the second quarter of fiscal 2023 and again in Q3 following a tremendous effort by management to deliver ~$400 million in annualized cost savings since February 2020. In short, we are delivering the results with substantially fewer resources. This dedicated effort continues, with management focused on Aurora becoming cash flow positive by the end of calendar 2024. Given the team’s successful track record, we believe shareholders should have comfort that the Company will continue to drive future growth with current resources and continue to meet its strategic objectives.

With depressed stock valuations across the entire cannabis sector and industry challenges ongoing, it is even more important for us to take this opportunity to highlight what the Aurora executive team and the entire organization have accomplished and how they continue to drive Aurora’s success story focused on results.

•  Medical leadership: Aurora continues to be the #1 Canadian LP in global medical cannabis sales, having delivered continued strong performance in domestic and international medical markets, with almost 3 times the market share of the next competitor In Canada’s medical market, Aurora has the #1 market share position by revenue and expects this to translate into further global success. The Company continues to focus on being a science first, highly compliant and responsible medical cannabis operator and believes global leadership in medical cannabis will help deliver consumer market leadership in the long run.

•  Financial leadership: Aurora has one of the strongest balance sheets in the Canadian Cannabis industry with approximately $230 million of cash and cash equivalents on hand and $80 million outstanding in convertible debentures as of June 14, 2023, and access to securities registered for sale under a base shelf prospectus. Cash flow has continued to improve with a reduction in cash used in operations, excluding working capital to $15.1 million in Q3 2023 (Q2 2023 - $35.5 million; Q3 2022 - $63.9 million) and minimal levels of capital expenditures. The Company’s plan to reduce costs by a further $40 million annualized before the end of fiscal 2024 is expected to continue to improve operating cash use over the next several quarters and support the Company’s initiative to achieve positive free cash flow by the end of the calendar year 2024.

• Bevo Acquisition: In Q1 2023, Aurora acquired a controlling interest in Bevo Farms, one of the largest suppliers of propagated vegetables and ornamental plants in North America. This investment demonstrates management’s disciplined capital allocation approach and is consistent with both the Company’s short term needs and long-term vision. Bevo’s track record in generating not only positive Adjusted EBITDA but free cash flow, world class propagation expertise, and established distribution networks in Canada and the United States made them an ideal strategic partner for Aurora. As part of the transaction, management identified a profitable opportunity to repurpose the Aurora Sky facility for orchid cultivation and vegetable propagation with minimal capital investment. This will enable the Company to generate revenue and Adjusted EBITDA from this facility while saving on the previously announced winddown and selling costs. Of particular note to the HRCC, as a result of this opportunity, Bevo was able to hire a number of employees who were made redundant through the planned closure of Sky for cannabis production. This was a major success for the Company from a people perspective, and an important contribution to the success of the Company.

• Science and Innovation: Aurora’s scientific leadership and ongoing investment in cannabis breeding and genetics continues to provide the Company with a strong competitive advantage in international and domestic medical and Canadian consumer channels. The breeding program, located at Aurora Coast, produced 10 new cultivar launches in Canada during fiscal 2023; two of these - Sourdough and Farm Gas - have also been launched in Europe and Australia and are expected to drive revenues by injecting rotation and variety into our product pipeline, specifically in the super high THC category. In addition, high quality and high potency cultivars that also deliver meaningful improvements in yield are positioning the Company for long-term success with lower per-gram cultivation costs, providing the ability to leverage significantly more yield on a g/m2 basis than competitors.

• International Highlights: In February, Aurora announced the launch of CraftPlant, a new medical cannabis brand for patients in the Australian market. The CraftPlant brand includes three new products available for doctors to prescribe - Greendae, Navana and HiVolt. The cultivars were developed by Occo, Aurora's leading science and genetics business. Through this partnership, the Company continues to lead the way in the Australian market, allowing us the opportunity to build a promising and sustainable cannabis market in that country. In Q1 of fiscal 2024, the Company announced the expansion of its portfolio in Germany with the launch of two new cannabis flower products for patients: Pedanios 27/1 FRG CA and Pedanios 29/1 SRD CA. With this portfolio expansion, Aurora solidifies its international market-leading position in medical cannabis.

•   Launch of New Company Purpose, Values and Strategic Priorities: In February after tremendous work and collaboration across the Company, Aurora moved into a “new era” and launched a new purpose, values and strategic priorities. The new purpose statement, “Opening the World to Cannabis - Enabled by Science. Empowered by People. For Patients & Consumers”, truly reflects Aurora’s unique positioning as a leader in the global cannabis market, its mission of bringing the benefits of cannabis to patients and consumers, and the Company’s competitive advantage of actualizing this benefit through science and its people. Aurora’s new values of Winning Together, Accountability, Courage, and Compassion demonstrate the commitment the entire A-Team has to operate with the highest degree of care for our patients, our consumers, our shareholders and each other.

Retention of Key Talent

We believe that the Company now has the key talent that is critical to continuing to drive industry-leading performance and building value for our shareholders, and we feel strongly that their achievements to date demonstrate this. Retaining these individuals is a top priority for the HRCC and the Board as the Company continues the hard work to deliver on its commitments. We are very pleased with the progress made to date and have full confidence that our leaders have the skill sets to continue to deliver on our strategic plans.

As we discussed in last year’s proxy 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.

Last year, the HRCC considered how best to balance and fairly recognize management’s performance and retention, while accounting for the impact on shareholders. After careful consideration, the Board, upon recommendation of the HRCC and with the design support of our executive compensation consultant, Meridian, approved a performance retention program for certain members of our executive team and other critical or high potential employees within the organization, with the goal of aligning those key personnel with future shareholder value creation. The performance retention program awards were made during fiscal 2023 to combat retention challenges by providing critical equity retention value when the Company is experiencing materially reduced value of long-term incentives, particularly for newer executives, and recruitment of key talent by other businesses.

For the EVP and above population, the program design relied on existing compensation principles of pay-for-performance, shareholder alignment, and attracting and retaining key talent. In turn, the awards consisted of a performance cash award, delivered over a 3-year period commencing in September 2023, and RSUs granted in the first quarter of fiscal 2023 and vesting over a 3-year period. Importantly, the cash component is contingent on achieving revenue goals and individual performance criteria, to drive value creation and ensure alignment with Company performance. RSU awards for fiscal 2023 are reported in this Information Circular.

As discussed elsewhere in this Information Circular, it is 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.

2023 Compensation Decisions

In determining compensation for fiscal 2023, 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.

Fiscal 2024 Executive Compensation Changes

As we review the year, we note that we have made significant strides in ensuring our compensation decisions are reasonable and aligned with the risk profile appropriate for senior leadership.

In response to say-on-pay feedback in recent years, we recognized the need to further evolve executive compensation practices to those more in line with market best practice. While compensation programs need to attract and retain the critical talent that we need to move our business forward, they should reflect performance as a primary driver of pay, as well as align to shareholder goals and values. To that end, for fiscal 2024, a new executive compensation program came into effect which moves Company performance to the forefront of driving compensation outcomes. The new executive compensation program became effective April 1, 2023, and includes the following key changes:

✔ 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 remains at 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 better 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.

No increase to Board and executive compensation: The HRCC decided again this year to NOT increase director compensation for fiscal 2024, despite the Board’s ongoing hard work and commitment to stabilizing the company and building back shareholder value. In addition, for the second year in a row, the HRCC decided to NOT increase base salaries for our NEOs for fiscal 2024, with the exception of one modest 5% cost of living adjustment approved for one NEO for fiscal 2023, which was not provided for in the prior year, as disclosed in last year’s circular.

The HRCC will continue to seek feedback on our executive pay programs and take appropriate action to continue to improve our overall governance and compensation alignment.

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, and we re-iterate our strong confidence in the team in meeting its objectives.

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 Glen Ibbott, Chief Financial Officer (“CFO”);

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

Ø Lori Schick, EVP, Human Resources (“EVP, HR”); and

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

Comprised of:

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

• 30% RSUs: annual vesting over three years, settled in shares

• 30% PSUs: performance vesting based on relative total shareholder return (“TSR”) on the third anniversary of the grant date.

The minimum level of performance necessary to receive a payout

If threshold performance is not achieved, the NEO may not receive a payout.

$(12.8 million)

(for full fiscal year)

$(12.6 million)

Achieved: 30%

89.3%

in-stock

As discussed in the HRCC letter to shareholders, in fiscal 2023, the Board, upon recommendation of the HRCC, approved a new executive compensation program that moves Company performance to the forefront of driving compensation outcomes, which is in line with shareholder expectations.

The key changes to the program, which came into effect April 1, 2023, include:

✔ 50% of the LTI award mix are performance based for executives, which is up from 40%.

✔ 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).