Full Press Release Details
CEO Letter to Shareholders
We are pleased to invite you to the 2024
Annual General and Special Meeting of Shareholders of Aurora Cannabis Inc. ("Aurora" or the "Company")
to be held on Friday, August 9, 2024 at 1:00 pm Eastern Time (the "Meeting"). 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 Information Circular.
Before I start, please click here
and take a moment to watch a brief message from Simona King, Aurora's new CFO, and me, as we reflect on the past fiscal year and
our focus for the future.
This past year, we regularly spoke about
what we commit to achieve and how we'll show up, and this has been an important shift in our
company. By demonstrating our Values, we supported one another and seized opportunities in innovation and growth. With a strong focus
on stabilizing our business and becoming profitable, we've been able to weather much of the challenges that most in the cannabis industry
have and continue to face. In fact, fiscal 2024 was our strongest year to date.
Our ability to continue to build value
in your investment requires stability, certainty and continued execution against our stated objectives, and we have the Board and leadership
team in place to deliver this. At the Meeting, you will be asked to vote in favour of matters that are crucial for the organization as
we continue on this next stage of growth. In asking for your support, it's important to me that we tell our story and remind our
shareholders of the transformative change that has occurred over the past few years and how Aurora today is in a position of great strength
in the cannabis sector. I'm confident you will see this as you read through our materials. I remain immensely proud of what the
team has accomplished, and how Aurora has continued to stand out and stand above.
This past year, our efforts toward Prioritizing
Profit and Responsible Growth led to the final repayment of convertible debt, representing a significant milestone for our cannabis
business becoming debt-free and supporting our goal of achieving positive free cash flow this calendar year. We also strengthened our
balance sheet, with a strong net cash position of approximately $180 million as of our March 31, 2024 year end. Not only does being debt-free
within the cannabis sector mark an incredible achievement, having one of the strongest balance sheets in the industry also reaffirms how
we have differentiated ourselves.
As pioneers in the global cannabis market,
we have and will continue to place a strong emphasis on our medical cannabis strategy in service to helping people improve their lives
worldwide. In fiscal 2024, we reached new heights while focusing on being Patient & Customer Obsessed as we
launched high-quality products in both our medical and consumer segments that consider our patients' and consumers' wants and needs.
With notable improvements in yield, potency and disease resistance, and a number of new launches to market, we showcased how Winning
Together and science continue to thrive at Aurora. In Q4 2024, these efforts helped to support the achievement of our highest
quarterly adjusted gross margin in medical cannabis of 66%, far ahead of our targeted range of 60%. We continue to hold the #1 leadership
position in the Canadian medical cannabis market - a position we are deeply proud of.
We've also proven our strength in being
a Canadian company with a global focus. The acquisition of MedReleaf Australia in February was a significant milestone for us, further
enabling our ability to help more patients in Australia and beyond and supporting our achievement of a 20% year-over-year increase in
international medical cannabis net revenue in Q4 2024. We are excited by the contributions of our team in realizing the decriminalization
of cannabis in Germany, now in effect and sure to change the future of cannabis. Across Europe, we're Blazing Trails Globally by
expanding access to medical cannabis in emerging markets like Poland, France and the UK, with sights set on additional market growth. Last
quarter, we launched five new products into key European markets, onboarded new wholesalers to widen our distribution channels, and worked
closely with governments and regulators to increase patient access and drive regulatory change.
Most importantly, we continued to win
as One Aurora, and our A-Team has been instrumental in shaping the company that we are today. We have the best talent who show up each
and every day with a deep sense of commitment and engagement. Fiscal 2024 was transformational for Aurora and a testament to our unwavering
commitment to our Purpose of Opening the World to Cannabis.
Looking ahead, we have our sights set
on making fiscal 2025 a year of continued smart, targeted and profitable growth, with a focus on achieving free cash flow by the end of
the calendar year. We believe the future is bright for this industry and most especially for Aurora, and we will continue to make thoughtful
and responsible decisions for our shareholders.
As always, your vote is important
to us. Thank you for your continued support and investment in our company.
Chief Executive Officer
| NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS | ||
| When: | Friday, August 9, 2024 at 1:00 pm Eastern Time | |
| WHERE: | Virtual only via live webcast a t: https://meetnow.global/MRZ2RL5 | |
| Items of business: | 1. to table the audited financial statements for the fiscal year ended March 31, 2024, together with the report of the auditors and the management's discussion and analysis thereon; 2. to fix the number of directors to be elected at seven (7); 3. to elect the directors for the ensuing year; 4. to appoint the auditor for the ensuing year; 5. to consider and, if deemed appropriate, to pass with or without variation, a resolution to amend our Restricted Share Unit Plan, as more particularly described in the accompanying Information Circular, under " Business to be Conducted at the Meeting - Amendment to Restricted Share Unit Plan "; 6. to consider and, if deemed appropriate, to pass with or without variation, a resolution to amend our Performance Share Unit Plan, as more particularly described in the accompanying Information Circular, under " Business to be Conducted at the Meeting - Amendment to Performance Share Unit Plan ; 7. to consider and, if deemed appropriate, to pass with or without variation, a resolution to amend our Deferred Share Unit Plan, as more particularly described in the accompanying Information Circular, under " Business to be Conducted at the Meeting - Amendment to Deferred Share Unit Plan "; 8. to consider and, if deemed appropriate, to pass with or without variation, a resolution to amend our Share Option Plan, as more particularly described in the accompanying Information Circular, under " Business to be Conducted at the Meeting - Amendment to Share Option Plan" ; 9. to consider and, if deemed appropriate, to pass with or without variation, a resolution to renew our Shareholder Rights Plan, as more particularly described in the accompanying Information Circular, under " Business to be Conducted at the Meeting - Renewal of Shareholder Rights Plan "; and 10. to consider and, if deemed appropriate, to pass with or without variation, a non-binding advisory resolution on our approach to executive compensation, as more particularly described in the accompanying Information Circular, under " Business to be Conducted at the Meeting - Say-on-Pa y". | |
| right to vote: | You are entitled to receive notice of and vote at the Meeting or any adjournment, if you are a holder of common shares of Aurora on June 17, 2024. You have the right to vote your shares on items 2 to 10 listed above and any other items that may properly come before the Meeting or any adjournment. Each common share is entitled to one vote. | |
| Meeting Materials: | We are using notice-and-access to deliver this circular to both our registered and non-registered shareholders. This means that the Meeting materials are being posted online for you to access rather than being mailed out. Notice-and-access gives shareholders more choice, substantially reduces our printing and mailing costs, and is environmentally friendly as it reduces paper and energy consumption. You will still receive a form of proxy or a voting instruction form in the mail so you can vote your shares. However, instead of receiving a paper copy of the Meeting materials, you will receive a notice with information about how you can access the Meeting materials electronically and how to request a paper copy. The Meeting materials, as well as our audited financial statements for the fiscal year ended March 31, 2024 and accompanying management discussion and analysis, are available under our profile at www.sedarplus.ca or on our website at https://www.auroramj.com/investors/corporate-governance/ | |
| Approval: | The Board has approved the content of this Notice and Information Circular, and authorized it to be sent to shareholders, to each director and to the auditors. By order of the Board OF DIRECTORS Chief Executive Officer Chairman |
| Executive Compensation | |
| Our program is designed with a significant portion of pay "at-risk" and performance-based | |
| Our executive compensation programs are intended to drive shareholder value creation, emphasize pay-for-performance, and provide a framework to effectively attract and retain talent. 50% of the long-term incentive (LTI) award mix is performance based, which increased from 40% in prior years. 80% of the CEO compensation is variable and "at-risk" (STI & LTI). 75% of the EVP and CFO compensation is variable and "at-risk" (STI & LTI). More executive pay is at-risk than market median. The target mix is aligned to market (executives: 25% base salary, 25% STI and 50% LTIs). The CEO compensation mix remains at 20% base salary, 20% STI and 60% LTI. The total target cash is at the 50th percentile range of our peer group. | |
| Overview of Our Executive Compensation Best Practices | |
| Pay-for-Performance: Our pay-for-performance philosophy is embedded in the compensation design, including a significant portion of pay at-risk, linked to Aurora's performance and shareholder expectations. | |
| Annual Review of Peer Group : We annually review the continuing applicability of the compensation peer group for NEOs and recommend changes to the composition of the peer group, if warranted, to ensure its continuing relevance and comparability to the Company. | |
| Relevant Performance Metrics : Our performance metrics in the short and long-term incentive plans, and the expected performance levels for each metric, are reviewed annually to ensure they reflect Company strategy and that their achievement should also result in increased value for shareholders. NEOs also have personal performance goals established, reviewed, and measured annually. | |
| Threshold Performance Expectations : Both our short and long-term incentive plans incorporate a market-competitive and shareholder-aligned level of minimum performance expectations before executives can recognize value from the incentive plans. | |
| Caps on Incentive Payouts : Our incentive awards are capped at 150% to avoid excessive payouts. | |
| Balance between Short-term and Long-term Incentives : We maintain a reasonable balance between elements that focus on short-term financial performance and those that reward longer-term share price appreciation. | |
| Share Ownership Requirements : We ensure executives have a meaningful equity stake in Aurora to align their interests with those of the Company's shareholders. | |
| Clawback Policy : Our clawback policy allows the Company to recoup an executive's incentive compensation if the underlying incentive achievement was improperly awarded due to a subsequently discovered intentional fraud or material financial misstatement. | |
| Independent Advice : We use an external independent executive compensation consultant to assess our executive compensation programs to ensure they are aligned with shareholder and corporate objectives, best practices, and governance principles. |
| MANAGEMENT INFORMATION CIRCULAR Containing information as of June 17, 2024 (unless stated otherwise) | |
| Solicitation of Proxies | This Management Information Circular (" Information Circular ") is furnished in connection with the solicitation of proxies by the management of the Company for use at the Annual General and Special Meeting of the shareholders of the Company (and any adjournment thereof) to be held at 1:00 pm Eastern Time on Friday, August 9, 2024 (the " Meeting ") by live webcast at the link and for the purposes set forth herein and in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the regular employees of the Company at nominal cost. Aurora has engaged Laurel Hill Advisory Group (" Laurel Hill ") to provide shareholder communication advisory and proxy solicitation services and will pay a fee of $40,000 for the services and certain out-of-pocket expenses. All costs of solicitation by management will be borne by the Company. We have arranged for intermediaries to forward the Meeting proxy materials to shareholders who do not hold Common Shares in their own name (" Beneficial Shareholders ") of record by those intermediaries. We may reimburse the intermediaries for their reasonable fees and disbursements in that regard. |
| GENERAL PROXY INFORMATION | |
| Notice and Access | T he C o m pany has e l e c t e d to u s e t h e n o t i ce a n d a c cess pro c ed u re ( " N o t ice a nd A cce s s ") available in N a t i o nal I ns t ru m ent 5 1 - 102 - C ont i nuous D i s c l o su r e O bl i ga t i o ns (" N I 51- 1 02 " ) and N a t io n al I ns t ru m ent 5 4 - 101 - C o mm unica t ion w ith Bene f i c ial O w ne r s of S e c u r i t i e s of a Repo r t i ng Is s u e r (" N I 54- 1 01 " ) for the d e l i v e r y of m eeting m a t e r i a ls to shareholders for the Meeting. U nder N ot i ce and Ac ces s provisions , shareholders wi ll re c e i v e a n o ti c e ( " N ot i ce and A cc e ss N o t i c e ") con t a i n ing inf o r m a t ion on how they can ac c ess this Information C ir c ul a r and accompanying Notice of Meeting ( t h e " Me e ti n g M a te r i a l s " ) e le c tro n ic al ly ins t ead o f re c e i v i ng a pri n ted copy , and if a shareholder wishes, how t o re c e i v e a p r in t ed copy of the Me e ting M a t e r i a l s. T o g e t h er wi th the N o t ice and Acc ess N o t i ce, shareholder s wi ll re c e i v e a proxy ( " P ro x y " ) , in t he c ase of Registered Shareholders (as defined below), en a b l ing them to v ote at the M e e t in g . T he M e e t ing M a te r i a ls w i l l be po s ted on the C o m pan y 's w ebsi t e at https://www.auroramj.com/investors/corporate-governance/ and will remain on the website for one year. The Meeting Materials will also be available on the Company's corporate profile at www.sedarplus.ca . A ll R eg i s t ered and Beneficial Shareholder s w i ll re c e i v e a N ot i c e and Ac ce s s No t i c e. 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. |
| Registered Shareholders | 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: complete, date and sign the enclosed form of Proxy and return it to the Company's transfer agent, Computershare Trust Company of Canada (" Computershare "), by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail to the 8 th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1 or by hand delivery to the 3 rd Floor, 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9; use a touch-tone phone to transmit voting choices to a toll-free number. Registered Shareholders must follow the instructions of the voice response system and refer to the enclosed Proxy for the toll-free number, the holder's account number and the 15-digit control number; or use the internet through the Computershare website at www.investorvote.com . Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed Proxy for the holder's account number and the 15-digit control number. In all cases, the Registered Shareholder must ensure the Proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting , or the adjournment thereof, at which the Proxy is to be used. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion without notice. If you have any questions or need assistance with the completion and delivery of your form of Proxy, please contact Aurora's shareholder communication advisor and proxy solicitation agent, Laurel Hill, by telephone at 1-877-452-7184 (toll-free in North America) or 416-304-0211 (collect call outside North America) or by email at assistance@laurelhill.com . |
| Beneficial Shareholders | The following information is of significant importance to Beneficial Shareholders. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure. If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States (the " U.S. "), under the name of Cede & Co. as nominee for The Depository Trust and Clearing Corporation (which acts as depositary for many U.S. brokerage firms and custodian banks). Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients. You should carefully follow the instructions of your broker or intermediary in order to ensure that your Common Shares are voted at the Meeting. The form of Proxy supplied to you by your broker will be similar to the Proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (" Broadridge ") in Canada and in the United States. Broadridge mails a Voting Instruction Form (a " VIF ") in lieu of a Proxy provided by the Company. The VIF will name the same persons as the Company's Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person, other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting. The person you appoint as a representative need not be a shareholder of the Company. You may appoint yourself as the representative of your Common Shares. To exercise your right to appoint a representative, insert the name of the desired representative (which may be you) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with Broadridge's instructions, well in advance of the Meeting in order to have the Common Shares voted at the Meeting or to have an alternate representative duly appointed to attend the virtual Meeting and vote your Common Shares. Beneficial Shareholders may be contacted by Laurel Hill to conveniently obtain a vote directly over the phone using Broadridge's QuickVote application. If you have any questions or need assistance with the completion and delivery of your VIF, please contact Aurora's shareholder communication advisor and proxy solicitation agent, Laurel Hill, by telephone at 1-877-452-7184 (toll-free in North America) or 416-304-0211 (collect call outside North America) or by email at assistance@laurelhill.com . |
| Additional Information for Appointing a Proxyholder (Registered and Beneficial Shareholders) | Shareholders who wish to appoint someone other than the Aurora representatives named in the form of Proxy or VIF as their proxyholder to participate at the Meeting as their proxy and vote their shares MUST first submit their Proxy or VIF, as applicable, appointing that person as proxyholder AND then register that proxyholder online, as described below. Registering your proxyholder is an additional step that must be completed AFTER you have submitted your Proxy or VIF. Failure to register the proxyholder will result in the proxyholder not receiving a username that is required to participate and vote at the Meeting. To register a proxyholder, shareholders MUST visit https://www.computershare.com/Aurora no later than Wednesday, August 7, 2024 at 1:00 p.m. Eastern Time and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with a username via email. United States Beneficial holders: To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to Computershare (100 University Avenue, 8 th Floor, Toronto, ON M5J 2Y1, email: USlegalproxy@computershare.com ). If you appoint a proxyholder other than yourself or the named Aurora representatives, please make them aware and ensure they will participate at the Meeting and have received their username prior to the Meeting. If your proxyholder does not receive a username and attend the Meeting, your shares will not be voted. |
| Notice to United States Shareholders | 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 ") a nd 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. |
| Revocation of Proxies | In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a Proxy may revoke it by: 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 personally attending the virtual Meeting and voting the Registered Shareholder's Common Shares. A revocation of a Proxy will not affect a matter on which a vote is taken before the revocation. NOTE: If you are using a 15-digit control number to login to the virtual Meeting and you accept the terms and conditions, you will only be revoking any and all previously submitted Proxies IF you enter a vote while the virtual Meeting is in session. If you do not want to revoke a previously submitted proxy, please do not vote while the Meeting is in session. |
| Attending and Participating at the Virtual Meeting | Shareholders and duly appointed proxyholders can attend the meeting online by going to https://meetnow.global/MRZ2RL5 . 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 . Attending and voting at the meeting will only be available for Registered Shareholders and duly appointed proxyholders. 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. 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. Registered Shareholders and appointed proxyholders : Only those who have a 15-digit control number, along with duly appointed proxyholders who were assigned an Invite Code by Computershare, will be able to vote and submit questions during the meeting. To do so, please go to https://meetnow.global/MRZ2RL5 prior to the start of the meeting to login. Click on " Shareholder " and enter your 15-digit control number or click on " Invitation " and enter your Invite Code. United States Beneficial Shareholders : To attend and vote at the virtual meeting, you must first obtain a valid Legal Proxy from your broker, bank or other agent and then register in advance to attend the meeting. Please refer to " Additional Information for Appointing a Proxyholder. Voting at the meeting: A Registered Shareholder (or a Non-Registered Shareholder) who has appointed themselves or appointed a third-party proxyholder to represent them at the meeting, will appear on a list of proxyholders prepared by Computershare, who is appointed to review and tabulate proxies for this meeting. To be able to vote their shares at the meeting, each Registered Shareholder or proxyholder will be required to enter their control number or Invite Code provided by Computershare at https://meetnow.global/MRZ2RL5 prior to the start of the meeting. In order to vote, Non-Registered Shareholders who appoint themselves as a proxyholder MUST register with Computershare at https://www.computershare.com/Aurora AFTER submitting their voting instruction form in order to receive an Invite Code (see details under the heading "Appointment of proxies" for details). |
| Q&A | Registered Shareholders and duly appointed proxyholders who login to participate at the virtual Meeting will be able to ask questions, provided they are connected to the Internet. Any shareholder who wishes to pose questions in advance of the Meeting is invited to send them by email to ir@auroramj.com . |
| Interests of Certain Persons or Companies in Matters to be Acted Upon | No director or executive officer of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, the appointment of the auditor, the approval of the advisory vote on executive compensation, and as otherwise set out herein. |
| Record Date, Voting Securities and Principal Holders of Voting Securities | The Board has fixed June 17, 2024 as the record date (the " Record Date ") for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the virtual Meeting or complete, sign and deliver a form of Proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting. To the knowledge of the directors and executive officers of the Company, no person or company beneficially owned, directly or indirectly, or exercised control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares as of June 17, 2024. |
| Intercorporate Relationships | At the date of this Information Circular, the Company operates its business through its seven (7) material wholly owned subsidiaries. Please refer to the Company's Annual Information Form for the fiscal year ended March 31, 2024 dated June 20, 2024 (the " 2024 AIF ") posted to the Company's SEDAR+ profile at www.sedarplus.ca, which sets out the Company's material subsidiaries. |
| Authorized capital | The Company is authorized to issue an unlimited number of Common Shares without par value. As of June 17, 2024, there were 54,548,700 Common Shares issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares. The Company is also authorized to issue an unlimited number of Class "A" Shares with a par value of $1.00 each and is authorized to issue an unlimited number of Class "B" Shares with a par value of $5.00 each. There were no Class "A" Shares and no Class "B" Shares issued and outstanding as of June 17, 2024. C l a ss " A" Sha res: C lass " A" S h ares m ay b e iss u ed fr o m ti m e to ti m e in on e o r m o re series, a n d the directors m ay fix from ti m e to ti m e before such issue t h e nu m ber of C lass " A" S h ares of each series and t h e desi g nati o n, ri g hts and restricti o ns attac h ed thereto including a n y voting rights, divide n d rights, re d e m ption, purc h ase or c o nversion rights, si nk i n g f un d o r o t h er p r ov isi on s. Th e C lass " A" S h ares ra n k in p ri o rity ov er Common Shares a n d a n y other s h ares ra nk i n g b y t h eir ter m s j un i o r to t h e C lass " A" S h ares as to d i v i d e nd s a n d ret u rn o f ca p ital upo n li q ui d ati o n, dissol u ti o n or w i n di n g up of t h e C o m pany or a n y other return of ca p ital or distribution of the assets of the C o m pa n y. C l a ss " B" Sha res: C lass " B" S h ares m ay b e iss u ed fr o m ti m e to ti m e in on e o r m o re series, a n d t h e d irect o rs m ay fix fr o m ti m e to ti m e before such issue t h e nu m ber of C lass B shares o f each series a n d t h e d esi gn ati on , ri gh ts a n d p ri v ile g es attac h ed thereto including a n y voting rights, divide n d rights, re d e m ption, purc h ase or c o nversion rights, si nk i n g f un d o r o t h er p r ov isi on s. Th e C lass " B" S h ares ra n k in p ri o rity ov er Common Shares a n d a n y other s h ares ra nk i n g b y t h eir ter m s j un i o r to t h e C lass " B" S h ares as to d i v i d e nd s a n d ret u rn o f ca p ital upo n li q ui d ati o n, dissol u ti o n or w i n di n g up of t h e C o m pany or any ot h er ret u rn of capital or distri b uti o n of t h e assets of the C o m pa n y. |
| 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: The Company's audited financial statements for the financial year ended March 31, 2024 and the nine-month fiscal period ended March 31, 2023, the reports of the auditor's thereon, and the related management's discussion and analysis; and The Charter of the Company's audit committee (the " Audit Committee "), a copy of which is attached as Schedule "A" to the 2024 AIF. |
| Votes Necessary to Pass Resolutions | With respect to the election of directors, pursuant to the Company's articles, the Board has determined that seven (7) directors are to be elected at the Meeting. Accordingly, there are seven (7) director positions to be filled. If there are more nominees for election as directors than there are vacancies to fill, the seven (7) nominees receiving the greatest number of votes will be elected. If the number of nominees for election is equal to the number of vacancies to be filled, all such nominees will be declared elected by acclamation. Subject to the majority voting policy described below, the seven (7) nominees receiving the highest number of votes may be, at the discretion of the Board, considered elected, even if a director gets fewer "for" votes than "withhold" votes. Similarly, unless there is a nomination from the floor for an alternative auditor, the auditor proposed by management will be appointed at the Meeting. A simple majority of affirmative votes cast at the Meeting is required to pass the other resolutions described herein. |
| Financial Statements | The audited consolidated financial statements of the Company for the fiscal year ended March 31, 2024, with the independent report of the auditor thereon, and the related management discussion and analysis will be tabled at the Meeting. These documents are also available under the Company's SEDAR+ profile at www.sedarplus.ca . Additional information relating to these documents may be obtained by a shareholder upon request without charge by sending an email to ir@auroramj.com . |
| Cautionary Statement: Forward-Looking Statements | NOTE TO READER : This Information Circular includes statements containing certain "forward-looking information" within the meaning of applicable securities law (" forward-looking statements "). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These forward-looking statements are only predictions. Forward looking information or statements contained herein have been developed based on assumptions management considers to be reasonable. Material factors or assumptions involved in developing forward-looking statements include, without limitation, publicly available information from governmental sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. Forward-looking statements are subject to a variety of risks, uncertainties and other factors that management believes to be relevant and reasonable in the circumstances could cause actual events, results, level of activity, performance, prospects, opportunities or achievements to differ materially from those projected in the forward-looking statements. These risks include, but are not limited to, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of our products, customer experience and retention, the development of third party government and non-government consumer sales channels, management's estimates of consumer demand in Canada and in jurisdictions where the Company exports, expectations of future results and expenses, the risk of successful integration of acquired business and operations, management's estimation that SG&A will grow only in proportion of revenue growth, the ability to expand and maintain distribution capabilities, the impact of competition, the general impact of financial market conditions, the yield from cannabis growing operations, product demand, changes in prices of required commodities, competition, and the possibility for changes in laws, rules, and regulations in the industry, epidemics, pandemics or other public health crises, and other risks, uncertainties and factors set out under the heading "Risk Factors" in the 2024 AIF which is available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca and filed with and available on the SEC's website at www.sec.gov . The Company cautions that the list of risks, uncertainties and other factors described in the 2024 AIF is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law. |
| BUSINESS TO BE CONDUCTED AT THE MEETING |
| ITEM 1 : Election of Directors |
As of the date of this Information Circular there
are eight (8) directors of the Company. Adam Szweras is not standing for re-election at the Meeting; as such, 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 seven (7).
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.
INDEPENDENCE: Six (6) of the seven (7) candidates
(85.7%) proposed for election qualify as unrelated and independent, as they are independent from management and free from any interest,
function, business, or other relationship that could, or could reasonably be perceived to, materially interfere with the director's
ability to act in the Company's best interest. The Board has determined that only the Company's Chief Executive Officer ("CEO")
is considered a non-independent director. Michael Singer, who formerly acted as Executive Chairman and Interim CEO is now considered by
the Board to be independent in accordance with applicable securities laws as it has been over three years since he retired from the Executive
| THREE-YEAR EVOLUTION AND IMPACT of our Board |
| Our commitment to good corporate governance starts with our diverse, highly qualified and engaged Board, whom we believe are the right individuals to continue to lead the Company towards long-term success and shareholder value creation. Before we share their bios, we would like to walk you through the Board's evolution over the past few years, enabled by thoughtful and strategic succession planning - and all with a focus on what is right for the Company and our shareholders. |
| Norma Beauchamp, Chair of the N&CGC, is a steadfast supporter of diversity, and has done tremendous work to transform our Board over recent years, while also bringing to the Board the necessary skills and expertise we need to continue to be successful in the cannabis industry. In addition to her efforts at Aurora, she has acted as a director for a number of other organizations where she continues to make a similar impact. Since 2017, Ms. Beauchamp has been a Regional Ambassador and Mentor with Women Get on Board, where she continues to mentor aspiring women corporate directors. Together with our Chairman, they have transformed the Board into one that has the correct mix of skills, experience and diversity (57% overall) that is both necessary and desirable for the Company in this next stage of growth. |
| In July 2021 , we welcomed Theresa Firestone, thereby increasing female diversity to 1/3 or 33% of our Board. Ms. Firestone brought to the table extensive international expertise in healthcare management and pharmaceuticals, global business restructuring, new business development and a proven ability to lead and manage change. As Chair of the HRCC, Ms. Firestone has overseen not only great organizational change, including the adoption of our Purpose & Values and Strategic Priorities which have helped guide the organization to great success in this past year, but she also worked closely with the HR team to evolve our executive compensation program, putting more of our executives' compensation "at-risk" and ensuring better alignment with our shareholders. Her background in healthcare, including medical cannabis, and well-defined skillset have been invaluable to us as we continue to execute our strategic growth plans while managing costs more effectively. |
| In January 2022 , we welcomed Chitwant Kohli, thereby adding further diversity to the Board. Mr. Kohli offers us a tremendous wealth of knowledge and executive leadership experience in the banking sector which have helped to accelerate Aurora's sustainable, long-term growth. With his expertise in finance and accounting, costing and profitability, real estate, operations and performance management, Mr. Kohli has been instrumental to our progressive agenda, lending his deep experience that is needed as we progress to our cash flow positive objective. As an "Audit Committee financial expert", Mr. Kohli was an important asset as part of our succession planning, with the departure of our former Audit Committee chair in August of 2023. He has been instrumental in overseeing our audit practices and to working closely with the team as they navigate and work tirelessly to remediate material weaknesses, all while the Company continues to go through significant change, including through acquisitions such as Bevo and recently, MedReleaf Australia. We are confident that he will continue to oversee improvements and financial success for the organization. |
| Finally, in May 2024 , following a thoughtful recruitment process which included five (5) females and one (1) racially or ethnically diverse candidate, and after an extensive screening and interview process coordinated by the N&CGC Chair and Chairman of the Board, Rajesh Uttamchandani was recommended for appointment to the Board. Mr. Uttamchandani brings a breadth of knowledge and capability from a variety of sectors and disciplines that will undoubtedly be additive to Aurora and complement the existing strength of our Board, while also adding further diversity. As we pursue our objective to achieve sustainable performance and global leadership in the cannabis market, we will benefit from his experience in human capital, strategy and innovation - all of which are woven into our strategic priorities - as well as from his past and current directorships. |
| The Company's transformation commenced in February 2020, right before the start of the COVID-19 pandemic. Four years later, through the hard work of the management team and enabled by a skilled and diverse Board that has continued to evolve and make a significant impact, we stand here today in a position of strength in the cannabis sector. We are proud of the changes made across the Board and the organization, and we are confident that these individuals will continue to make the right decisions for the Company and our shareholders. |
| Please read on for details about each of the individuals standing for re-election at the Meeting. |
The following is a biography for each director
nominee for election at the Meeting. All other director information can be found in this section under the heading "Director Compensation"
or in the section entitled "Corporate Governance Practices".
| Ron Funk - Independent Chairman | ||
| Ontario, Canada | Director since July 2018 | Age: 67 | ||
| Areas of expertise: Leadership Business strategy Consumer products Supply chain | ||
| Current occupation: | Retired - Independent Chairman of the Company | |
| Business Experience: | Ron Funk brings over 30 years of experience in business and consulting to his role with the Company. From 2009 to 2020, he managed his own consulting practice, working with clients on acquisitions, restructurings, strategy development and government relations. Mr. Funk has worked on projects in various locations around the world, with clients engaged in a range of industries, including heavily regulated consumer products such as tobacco, alcohol, and food products. Other industries in which he has consulted include retail, advanced data analytics, gaming, and real estate development. Before opening his consulting practice, Mr. Funk was employed for approximately 30 years by Rothmans, Benson & Hedges Inc., serving in various roles and capacities, including Vice President of Sales, Human Resources, Corporate Affairs and Competitive Improvement. In these senior roles, he developed and executed a number of strategies that resulted in material growth in both market share and profitability. Mr. Funk previously served as an independent director of Carey Management Inc., a privately held business that owned Canada's largest independent wholesale distributor. He has also served as the Chairman of the Ontario Convenience Stores Association and Treasurer of the Canadian Convenience Stores Association. | |
| Education: | Mr. Funk obtained his MBA from Kellogg-Schulich. | |
| Public Directorships: | N/A | |
| Memberships, designations & awards: | Mr. Funk obtained his ICD.D. certification from the University of Toronto, Rotman School of Management in October 2021. He is the 2008 graduating Valedictorian of the Kellogg Schulich EMBA program and the 3-time "Outstanding Industry Leadership Award" winner by the National Association of Convenience Store Distributors (now the Convenience Industry Council of Canada). | |
| Membership | Attendance | Voting Results |
| Board Audit Committee N&CGC HRCC | 15 out of 15 (100%) 9 out of 9 (100%) 4 out of 4 (100%) 2 out of 2 (100%) (1) | 2023 - 78.91% FOR 2022 - 79.57% FOR 2021 - 80.64% FOR 2020 - 88.13% FOR 2019 - 94.51% FOR 2018 - 96.35% FOR |
(1) Mr. Funk joined the HRCC effective September 14, 2023. The above represents the number of meetings held since he joined that committee.
| Miguel Martin - CEO and Director | ||
| Virginia, USA | Director since September 2020 | Age: 52 | ||
| Areas of expertise: Executive leadership Strategic planning and execution Consumer packaged goods International regulated products | ||
| Current occupation: | CEO of the Company | |
| Business Experience: | Miguel Martin's career spans nearly 30 years in consumer-packaged goods, covering various regulated categories and fast-moving markets. He joined Aurora from Reliva, where he served as President and CEO, and prior to that served as President and General Manager of Logic Technology, one of the world's largest manufacturers of electronic cigarettes. Under his leadership, Logic was launched in over 38 countries, securing leading global market share which poised the company for a successful acquisition. He also served as Senior Vice-President and General Manager of Altria Sales & Distribution, one of the largest producers and marketers of tobacco, cigarettes and related products globally. While in that role, he led the sales organization responsible for Philip Morris USA, UST and John Middleton. Mr. Martin's strength is in building winning teams in sales, marketing and operations, and he has a deep understanding of navigating regulated markets including tobacco, alcohol and cannabis. His distinguished career is anchored by his success in global expansion and sales excellence. | |
| Education: | Mr. Martin obtained his Bachelor of Science from the University of Vermont in 1994 and completed Laws/Regulations/Compliance and Litigation Representation Training in 2010. | |
| Public Directorships: | N/A | |
| Memberships, designations & awards: | In 2015, Mr. Martin won the Pinnacle Award for leadership from the National Association of Tobacco Stores | |
| Membership | Attendance | Voting Results |
| Board | 15 out of 15 (100%) | 2023 - 85.26% FOR 2022 - 92.56 % FOR 2021 - 92.71% FOR 2020 - 90.05% FOR |
| Chitwant Kohli - Independent Director and Chair of the Audit Committee | ||
| Ontario, Canada | Director since January 2022 | Age: 59 | ||
| Areas of expertise: Audit and risk management Financial reporting/oversight Strategic planning and operations International markets | ||
| Current occupation: | Self-employed independent director | |
| Business Experience: | Chitwant Kohli joined the Board in January 2022 after a fulsome career as a senior financial executive with significant experience in finance, strategic planning, real estate, and operations. After 29 years of service at Royal Bank of Canada (RBC) where he enhanced the company's industry leading position, Mr. Kohli retired as Senior Vice President of Enterprise Operations and Payments. In his last role at RBC, he led a global team of 1,800 members and was responsible for operating and expanding the shared services of payments and trade, cash processing, human resources and finance related services. Mr. Kohli also held key executive roles including Senior Vice President of Retail Finance where he was responsible for providing finance leadership for Canadian, U.S. and Caribbean banking, wealth management, insurance, technology and operations, and global functions. | |
| Education: | Mr. Kohli is a graduate of Panjab University where he obtained his Bachelor of Commerce in 1984, Guru Nanak Dev University where he obtained his MBA in 1986 and the University of Toronto where he obtained his Master of Laws (LLM) in Technology and Innovation Laws in 2019. | |
| Public Directorships: | Currency Exchange International (TSX) from October 2017 to present | |
| Memberships, designations & awards: | Mr. Kohli obtained his CPA designation from the Chartered Professional Accounts of Canada in 1991 and his ICD.D designation from the Institute of Corporate Directors in 2018 | |
| Membership | Attendance | Voting Results |
| Board N&CGC Audit (Chair) | 15 out of 15 (100%) 4 out of 4 (100%) 9 out of 9 (100%) | 2023 - 75.76% FOR 2022 - 92.82% FOR |
| Theresa Firestone - Independent Director and Chair of the HRCC | ||
| Ontario, Canada | Director since July 2021 | Age: 68 | ||
| 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 | ||
| Current occupation: | Self-employed independent director | |
| Business Experience: | Theresa Firestone is a senior healthcare executive with over 35 years' experience in pharmaceuticals, health & wellness, retail and government, and has extensive P&L, strategy development and operations experience. Ms. Firestone has held executive leadership positions in Canada, Europe and Asia and led teams in 15 different countries. Prior to retirement in 2021, she was Senior Vice President, Health and Wellness at Shoppers Drug Mart (SDM), Canada's largest retail pharmacy chain. Ms. Firestone chaired the Women's Initiative - Go Further Women, for the Diversity and Inclusion initiative at Shoppers/Loblaws from 2017- 2019. Prior to Shoppers, Ms. Firestone was Regional President of Emerging Markets Asia with Pfizer Inc (Shanghai and HK). She was also General Manager of the Established Products Business with Pfizer Canada, Country Manager with Pfizer Austria, VP Sales and VP of Government Affairs with Pfizer Canada. She currently sits on the Boards of Apotex, Orion Biotechnology and Prollenium Medical Technologies (private enterprises) and adMare BioInnovations. | |
| Education: | Ms. Firestone obtained a Bachelor of Applied Science from the University of Guelph and completed the Pfizer Executive Leadership Program at Harvard Business School in 1999. | |
| Public Directorships: | Cybin Inc. (CBOE/NYSE) from August 2021 to present (Lead Independent Director) | |
| Memberships, designations & awards: | 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 | |
| Membership | Attendance | Voting Results |
| Board HRCC (Chair) Audit Committee | 15 out of 15 (100%) 4 out of 4 (100%) 9 out of 9 (100%) | 2023 - 76.38% FOR 2022 - 83.75% FOR 2021 - 92.81% FOR |
| Norma Beauchamp - Independent Director and Chair of the N&CGC | ||
| Ontario, Canada | Director since July 2018 | Age: 63 | ||
| Areas of expertise: Corporate governance and nominating Global pharmaceutical executive Healthcare Health and wellness Executive leadership Patient advocacy | ||
| Current occupation: | Self-employed independent director | |
| Business Experience: | Norma Beauchamp brings over three decades of experience in the corporate and non-profit sectors to her role having held senior leadership positions in Canada and Germany, including executive positions at Bayer and Sanofi. Ms. Beauchamp currently serves on the boards of Extendicare and HLS Therapeutics, and is the Regional Ambassador and Mentor with Women Get on Board. Formerly, Ms. Beauchamp was a director, chair of the corporate governance and compensation committees and a member of the audit committee of MedReleaf, and Chief Executive Officer of Cystic Fibrosis Canada. Throughout her career, she has been a patient advocate, working with patient and healthcare organizations to enhance access to care. | |
| Education: | Ms. Beauchamp has completed the University of Toronto's Rotman School of Management Directors Education Program and obtained a Bachelor of Business Administration in Marketing from Bishop's University. | |
| Public Directorships: | HLS Therapeutics Inc. (TSX) from June 2021 to present Extendicare (TSX) from May 2019 to present Dialogue Health Technologies Inc. (TSX) from April 2020 to October 2023 Acerus Pharma (TSX) from June 2015 to May 2020 Quest Pharmatech (TSX) from January 2019 to April 2020 | |
| Memberships, designations & awards: | ICD.D. certification from the University of Toronto, Rotman School of Management (2010) BMO: Celebrating Women on Boards - 2021 Honouree | |
| Membership | Attendance | Voting Results |
| Board N&CGC (Chair) Audit | 15 out of 15 (100%) 4 out of 4 (100%) 9 out of 9 (100%) | 2023 - 84.74% FOR 2022 - 83.50% FOR 2021 - 80.78% FOR 2020 - 87.95% FOR 2019 - 91.51% FOR 2018 - 95.74% FOR |
| Michael Singer - Independent Director | ||
| Quebec, Canada | Director since May 2016 | Age: 59 | ||
| Areas of expertise: Executive leadership Strategic planning and execution Finance Mergers and acquisitions Capital markets Corporate governance | ||
| Current occupation: | Self-employed director | |
| Business Experience: | Michael Singer has extensive financial management, capital markets and corporate governance experience in the pharmaceutical and medical cannabis industries. He formerly acted as Aurora's Interim CEO (February 2020 to September 2020) and Executive Chairman (until May 2021). In addition, he acted as the Chief Financial Officer of Nasdaq-listed Clementia Pharmaceuticals Inc., a Montreal based clinical stage biopharmaceutical company from May 2015 until July 2018. From May 2014 until June 2015, he was Chief Financial Officer of Bedrocan Cannabis Corp. Mr. Singer has held numerous independent director roles in Canadian public health care companies, and previously served as CFO and Corporate Secretary for TSX-V listed Thallion Pharmaceuticals Inc. Since February 2023, he has been a director of the Children's Starlight Foundation Canada. | |
| Education: | Mr. Singer holds a Graduate Diploma in Public Accounting from McGill University and a Bachelor of Commerce from Concordia University. | |
| Public Directorships: | Metalite Resources Inc. (formerly RooGold Inc.) (CSE) from March 2022 to April 2023 | |
| Memberships, designations & awards: | CGA and CPA, Quebec Order of Chartered Professional Accountants | |
| Membership | Attendance | Voting Results |
| Board | 14 out of 15 (93%) | 2023 - 85.30% FOR 2022 - 92.11% FOR 2021 - 92.13% FOR 2020 - 82.27% FOR 2019 - 80.79% FOR 2018 - 78.81% FOR 2017 - 92.61% FOR 2016 - 99.53% FOR |
| Rajesh Uttamchandani - Independent Director | ||
| Ontario, Canada | Director since May 2024 | Age: 56 | ||
| Areas of expertise: Strategy development Innovation Human capital Governance | ||
| Current occupation: | Self-employed director | |
| Business Experience: | Rajesh (Raj) Uttamchandani has had a distinguished career, serving as an executive leader and board member for various public and private entities spanning industries, and a proven track record of increasing business performance and value through strategic planning, human capital, governance and innovation. He is a renowned executive and management consultant who has successfully strategized and executed pivotal transformations for global public organizations. Mr. Uttamchandani has also been instrumental in steering small to medium-sized, unicorn technology companies through periods of hyper-growth. His strategic insights and hands-on approach have consistently led to substantial business advancements and value creation. Most recently, he was the Chief People Officer for ApplyBoard, an organization recognized as one of the fastest-growing technology companies in Canada. Previous roles include serving as Chief Operating Officer and Chief People Officer at MaRs Discovery District, North America's largest urban innovation hub committed to advancing companies during their prime periods of growth and Chief Human Resources Officer and Managing Director at Zafin, a Global FinTech supporting modernization of the world's Tier-1 banks. | |
| Education: | Mr. Uttamchandani obtained his Master of Industrial Relations and Human Resources from University of Toronto, a Juris Doctor from Osgoode Hall Law School, and an L.L.M in Employment and Labour, also from Osgoode Hall Law School | |
| Public Directorships: | LifeSpeak Inc. (TSX) from June 2023 to present | |
| Memberships, designations & awards: | Mr. Uttamchandani holds an Institute of Corporate Director designation (ICD.D) and is a lawyer called to the Bar of Ontario. | |
| Membership | Attendance | Voting Results |
| Board (1) | N/A (1) | N/A (1) |
(1) Mr. Uttamchandani joined the Board on May 15, 2024, following completion of the financial year ended March 31, 2024.
The Nominating and Corporate Governance
Committee ("N&CGC") of the Board has identified the top competencies of the nominees for election as a director
of the Company in the context of the below matrix.
| Skill / Competency | Ron | Miguel | Chitwant | Theresa | Norma | Michael | Rajesh |
| Core Industry: Relevant experience in the cannabis industry, assessed based on tenure as follows: High: (4+ years), Medium: (2-4 years) Low: (1-2 years) | High | High | Medium | High | High | High | High |
| Leadership/Senior Executive: Experience in senior leadership roles (CEO or senior executive) in a public company or an organization of significant size or complexity. Assessed based on any relevant experience vs. tenure or level of experience (Yes or No) | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| For the below skills, level of expertise is assessed based on: - High : Expert knowledge and can lead and facilitate detailed evaluation, debate and decision-making - Medium : Proficient and can participate in evaluation, debate and decision-making - Low: Understanding of basic concepts and general application of those concepts to facts and can participate at a high-level in discussion and debate, and feel comfortable with decision-making | |||||||
| Accounting and Finance: Experience in corporate finance, overseeing complex financial transactions, investment management, financial accounting and reporting, auditing, and internal controls. | Low | Medium | High | Medium | Low | High | Medium |
| Skill / Competency | Ron | Miguel | Chitwant | Theresa | Norma | Michael | Rajesh |
| Strategic Planning: Experience in developing, implementing and delivering strategic business objectives in a large organization. | High | High | Medium | High | High | High | High |
| Capital Markets and M&A: Experience in global financial markets, investment banking and mergers and acquisitions. | Low | High | Medium | Low | Medium | High | Medium |
| Risk Management: Experience with risk management frameworks and controls, setting risk appetites, identifying and providing oversight of key business risk (both financial and non-financial) and emerging risks. | Low | Medium | Medium | High | Medium | Medium | Medium |
| International Markets: Current or former executive or advisory role in an overseas market or significant knowledge of overseas markets in which the company operates. | High | Medium | Medium | High | High | Low | High |
| Medical/Science/Pharma: Experience in a senior leadership role for a medical, science, or pharmaceutical organization, or degree in area. | Low | Low | Low | High | High | High | Medium |
| Manufacturing/Supply Chain: Experience in sourcing, manufacturing, supply chain, infrastructure management and logistics. | Medium | Medium | Low | Medium | Low | Low | High |
| Technology/ Cybersecurity: Experience in an executive role in the IT sector, or proven knowledge of digital, data management, technology and/or cyber security issues in large, complex organizations | Low | Low | Medium | Medium | Low | Low | Medium |
| Communications/Marketing: Experience in an executive role in the telecommunications, marketing or media industry, or prior role with responsibilities for marketing and communications or investor relations. | Low | High | Low | High | High | Low | High |
| Environmental, Social and Governance: Experience in sustainability matters, environmental issues, social issues (incl. H&S) and/or corporate governance principles and practices in a large organization. | Low | Low | Low | Medium | High | Medium | Medium |
| People and Culture: Experience in organizational culture and overseeing the operation of people management, succession planning, and setting strategy linked to executive compensation. | High | High | Medium | High | High | Medium | High |
Disclosure Relating to Directors
None of the nominees proposed for election
as a director of the Company are proposed for election pursuant to any arrangement or understanding between the nominee and any other
person, except the directors and senior officers of the Company acting solely in such capacity.