Aurora Receives Support from Leading Independent Proxy Adviser Institutional Shareholder Services Inc. for the 2026 Annual General Meeting of Shareholders
Key Investment Highlights
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Leading medical cannabis market share positions in Canada, Europe, Australia and New Zealand
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Aurora is one of Canada’s leading exporters of medical cannabis with an internal GMP manufacturing capacity and supply network focused on supporting continued global expansion
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Delivered year over year international revenue growth, supported by strong gross margins
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Strong cash balance and a debt free business
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Industry leading science and genetics program, supporting a comprehensive pipeline of higher yielding and disease resistant cultivars that are driving increased GMP capacity and lower manufacturing costs
Proposals
To fix the number of Directors to be elected at five (5).
As of the date of this Information Circular there are five (5) directors of the Company. Management proposes that the number of persons to be elected at the Meeting to act as directors of the Company for the ensuing year be fixed at five (5).
All of management’s nominees for election at the Meeting are currently directors of the Company. If, however, one or more of them should become unable to stand for election, it is likely that one or more other persons would be nominated for election at the Meeting. The persons named in the Proxy intend to vote for the election of the proposed nominees set out below and to exercise their discretionary authority to vote for the election of any other person in place of a nominee unable to stand for election.
The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director’s office is vacated earlier in accordance with the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”), each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH NOMINEE SET FORTH BELOW, TO HOLD OFFICE UNTIL THE CLOSE OF THE NEXT ANNUAL MEETING OF SHAREHOLDERS OR UNTIL THEIR RESPECTIVE SUCCESSORS ARE ELECTED.
The Board recommends that Ernst & Young LLP (“Ernst & Young”) with offices at 1133 Melville Street, Suite 1900, Vancouver, BC, be appointed as auditor of the Company for the ensuing year. Ernst & Young was initially approved for appointment by shareholders on August 9, 2024. Ernst & Young is subject to the oversight of the Canadian Public Accountability Board, as required under the Canadian Securities Administrators’ (the “CSA”) National Instrument 52-108 – Auditor Oversight. Auditor independence is essential to the integrity of our financial statements and Ernst & Young has confirmed its status as independent within the meaning of the Canadian and US securities rules.
At the Meeting, shareholders will be asked to consider and, if thought advisable, to pass an ordinary resolution to appoint Ernst & Young to serve as auditor of the Company until the next annual meeting of shareholders and to authorize the directors of the Company to fix their remuneration as such.
THE BOARD PROPOSES THAT ERNST & YOUNG BE APPOINTED AS AUDITOR OF THE COMPANY AND RECOMMENDS THAT YOU VOTE FOR THE APPOINTMENT OF ERNST & YOUNG AS OUR AUDITOR. YOU MAY VOTE FOR THE APPOINTMENT OF ERNST & YOUNG AS OUR AUDITORS OR WITHHOLD YOUR VOTE.
At the Meeting, shareholders will have the opportunity to consider and vote on a non-binding advisory resolution to approve the compensation of the Company’s named executive officers (each a “NEO”), as described in this Information Circular under the heading “Compensation Discussion & Analysis (“CD&A”). This advisory resolution, commonly known as a “say-on-pay” resolution, gives our shareholders the opportunity to express their views on our NEOs’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Information Circular.
The say-on-pay vote is advisory and, therefore, not binding on the Company. However, it provides the Board and the Human Resources and Compensation Committee (“HRCC”) with important information regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Board and the HRCC take into consideration when determining executive compensation for the future. The Board has determined to hold such votes on an annual basis but will reassess the frequency of the vote annually.
Shareholder engagement is an important part of our approach to executive compensation. The HRCC reviews feedback from the annual advisory vote alongside input received through our broader shareholder engagement activities and considers this input in its oversight of the compensation program.
LAST YEAR’S RESULT AND THE PATH FORWARD
At the 2025 AGM, the Company received a much lower-than-expected level of shareholder support for this vote, at 39.36% in favour. Michael Singer, as newly appointed Chair of the HRCC, took this role seriously and was determined to make changes to respond to shareholder sentiment. As a result, a robust action plan was put in place under his direction and under oversight of the HRCC. Details of these steps taken are highlighted below. Please refer to the Letter from the HRCC Chair and CD&A section of this Information Circular for further details.
Shareholder Outreach
We initiated outreach to our key institutional holders with the goal of better understanding shareholder perspectives as the HRCC began work on a review of Aurora’s executive compensation program. The HRCC Chair had the opportunity to meet directly with two (2) of these top holders, and we believe that the steps taken, and changes outlined below and further described in the CD&A show alignment with shareholder feedback and expectations. Following this shareholder engagement, our HRCC Chair also engaged directly with proxy advisors, ISS and Glass Lewis.
Key Concerns
Pay-for-performance alignment considerations.
Engagement of New Executive Compensation Partner
As a result of a thorough RFP process under direction of the HRCC Chair, the HRCC engaged leading independent executive compensation consulting firm, Mercer, as its new compensation advisor going forward.
Review of Compensation Peer Group
One of Mercer’s first mandates for the HRCC was to re-assess the existing selection criteria for the fiscal 2027 compensation peer group, with an increased focus on similarly sized pharmaceutical and biotech companies that are operating in similar regulated industries.
Review of Executive Compensation – with a Focus on CEO Pay Design
Partnering with Mercer and utilizing the newly adopted compensation peer group, the HRCC completed a comprehensive review of the design of Aurora’s executive compensation program, with a primary focus this year on the CEO’s pay design, including LTI determinants and criteria for realizing payouts.
Changes we have made to address concerns
Fiscal 2026 Changes
In consultation with the HRCC, the CEO has forfeited 50% of his annual PSUs granted in June 2025 valued at $737,913. This is reflected in the Summary Compensation Table. This PSU grant was the highest valued individual element of the CEO’s compensation for fiscal 2026, and this forfeiture better aligned his total compensation with Aurora’s share price performance for fiscal 2026.
Fiscal 2027 Changes
The following changes were approved by the Board for fiscal 2027:
✓ a reduction in total target pay for the CEO, through a reduction in the total target annual LTI grant from 375% to 325%
✓ a further emphasis on “at-risk” and performance-driven pay, through a change to the LTI weighting (more PSUs, and no Options)
✓ A new PSU design with greater emphasis on our financial and operational success
✓ The exclusion of PSUs from share ownership guideline calculations for the CEO
✓ An amendment to the RSU Plan to include a double-trigger on the change of control provision
Further details regarding the above actions can be found within the Letter from the HRCC Chair and CD&A. We believe that these steps taken, and changes made show the HRCC’s responsiveness to shareholder sentiment and are reasonable and reflective of responsible decision making by the Board.
WHY SHOULD SHAREHOLDERS SUPPORT OUR SAY-ON-PAY VOTE?
✓ We heard our shareholders and the Board took action.The changes recommended and implemented reflect responsible oversight of our HRCC Chair and decision making by our Board and take into account valued shareholder feedback.
✓ We focus on at-risk pay.
We have continued to allocate a significant portion of executive compensation to at-risk pay vs. fixed pay, and the at-risk component of CEO pay is generally higher than market averages when compared to our peer group. The changes made to our CEO’s pay for fiscal 2027 show a clear commitment and focus on performance-driven pay outcomes.
✓ We focus on attracting and retaining top talent.The HRCC continues to prioritize ensuring the top executive talent is in place to lead Aurora in meeting its strategic objectives.
✓ Importantly, we are delivering on our commitments to shareholders.
The fiscal 2026 year saw record performance for Aurora, including record annual global medical cannabis net revenue of $288.6 million, representing 18% year-over-year growth, revenue growth in key international markets, reaching record levels at $177 million, representing a 29% increase year-over-year, and the maintenance of a healthy balance sheet as at June 10, 2026, with~$165 million of cash, short term Investments and cash equivalents and no debt.
Please read the Compensation Discussion & Analysis (“CD&A”)
The key objectives and design of our executive compensation program are set forth in the CD&A section of the Information Circular. We believe that the information provided above and within the CD&A demonstrates that our executive compensation program is designed appropriately, ensures that the majority of pay is “at-risk”, and is working to ensure management’s interests are aligned with our shareholders’ interests to support the creation of long-term value.
At the Meeting, the Company asks our shareholders to indicate their support for our NEO compensation as described in this Information Circular by voting “FOR” the following resolution:
“BE IT RESOLVED THAT, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the Company’s Information Circular delivered in advance of the 2026 Annual General Meeting of shareholders.”
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
