Full Press Release Details
| Letter from our Executive Chairman and CEO |
| Dear Fellow Shareholders, |
| NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS | |||
| When: | Friday, August 8, 2025 at 1:00 pm Eastern Time | ||
| WHERE: | Virtual only via live webcast at: https://meetnow.global/M7DZCY2 | ||
| Items of business: | 1. 0B0B0B to table the audited financial statements for the fiscal year ended March 31, 2025, together with the report of the auditors and the management's discussion and analysis thereon; 2. 1B1B1B to fix the number of directors to be elected at six (6); 3. 2B2B2B to elect the directors for the ensuing year; 4. 3B3B3B to appoint the auditor for the ensuing year; 5. 4B4B4B to approve amendments to certain provisions of the Company's 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 Plan; 6. 5B5B5B to approve amendments to certain provisions of the Company's 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. 6B6B6B to approve amendments to certain provisions of the Company's 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; and 8. 7B7B7B 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 16, 2025. You have the right to vote your shares on items 2 to 8 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, 2025 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 | ||
| Miguel Martin | Ron Funk | ||
| Executive Chairman and CEO | Lead Independent Director |
| Executive Compensation | |
| Our program is appropriately 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" (short-term incentive (" 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. |
can be found here: https://www.auroramj.com/about-us/#leadership
| HOW TO Vote | ||
| TO BE COUNTED, PROXIES MUST BE RECEIVED NO LATER THAN 1:00 PM EASTERN TIME ON WEDNESDAY, AUGUST 6, 2025 | ||
| Method | Beneficial Shareholders Shares held with a broker, bank or other intermediary | Registered Shareholders Shares held in own name (physical certificate or DRS) |
| Internet | www.proxyvote.com | www.investorvote.com |
| Phone or Fax | Call or fax to the number(s) listed on your VIF and vote using the control number provided therein. | Phone: 1-866-732-8683 Fax: 1-866-249- 7775 |
| Return the VIF in the enclosed envelope. | Return the Proxy in the enclosed envelope. | |
| NOTE: Shareholders who wish to appoint someone other than 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. | ||
| YOUR VOTE IS IMPORTANT! If you have questions regarding, voting, notice-and-access or require assistance in obtaining meeting materials, please call or contact our proxy solicitation agent: Laurel Hill Advisory Group North American Toll-Free Number: 1-877-452-7184 Collect Calls Outside North America: 416-304-0211 Email: assistance@laurelhill.com |
| MANAGEMENT INFORMATION CIRCULAR Containing information as of June 16, 2025 (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 8, 2025 (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. |
| T he 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 6, 2025 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 at: https://meetnow.global/M7DZCY2 . 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 VIF (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their Proxy or VIF. 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. 8B8B8B 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/M7DZCY2 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. 9B9B9B 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/M7DZCY2 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 VIF 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 16, 2025 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 16, 2025. |
| 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, 2025 dated June 17, 2025 (the " 2025 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 16, 2025, there were 56,246,404 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 16, 2025. 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 2025 AIF; The Company's audited consolidated financial statements for the financial years ended March 31, 2025 and March 31, 2024, the reports of the auditor's thereon (the " Annual Financial Statements "), and the related management's discussion and analysis (the " Annual MD&A "), both of which will be tabled at the Meeting; and The Charter of the Company's audit committee (the " Audit Committee "), a copy of which is attached as Schedule "A" to the 2025 AIF. 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 . |
| Votes Necessary to Pass Resolutions | With respect to the election of directors, the Board has determined that six (6) directors are to be elected at the Meeting. Accordingly, there are six (6) director positions to be filled. If there are more nominees for election as directors than there are vacancies to fill, the six (6) 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 six (6) 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. |
| Cautionary Statement: Forward-Looking Statements | 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 magnitude and duration of potential new or increased tariffs imposed on goods imported from Canada into the United States, 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 2025 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 2025 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 . |
As of the date of this Information
Circular there are seven (7) directors of the Company. Ron Funk has made the decision to retire from the Board at the Meeting and, 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 six (6).
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: Five (5)
of the six (6) candidates (83.3%) 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
Executive Chairman and Chief Executive Officer ("CEO") is considered a non-independent director.
TO BOARD AND EVOLUTION OF BOARD LEADERSHIP
commitment to strong 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.
Company has evolved greatly since Canada's legalization of cannabis in October 2018. Amidst a complex landscape of changing regulations,
mounting uncertainties and ever-changing opportunities and priorities within the sector, Aurora carefully and strategically navigated
turbulent times, and now stands in a position of great strength amongst its peers and as a true leader in the global cannabis industry.
Throughout this period, the Board has also evolved, with a focus on ensuring the right leaders with the right expertise were in place
to steward the continued success of the Company. Today, the Board comprises individuals that have contributed significantly to Aurora's
most recent success.
more recent years, Theresa Firestone, Chitwant Kohli, and Rajesh Uttamchandani joined the Board, bringing key expertise and diversity
to the Board and Board committees, including the Audit Committee and HRCC. Prior to these appointments, Ron Funk and Norma Beauchamp joined
through the acquisition of MedReleaf in July 2018, both of whom have contributed substantially as the Company navigated through various
acquisitions and the many challenges that came with competing in a volatile and newly regulated industry.
these times, the Board has also benefited greatly from the deep institutional and industry knowledge of Michael Singer. Mr. Singer has
served on the Board since May 2016; as Executive Chairman from February 2019 until May 2021; and for a short period as interim CEO from
February to September in 2020. He was a key architect of Aurora's business transformation which commenced in February 2020 and acted
as a sound advisor to the newly-appointed CEO, Mr. Martin, during that transformational period. Since May 2024, the Board has deemed Mr.
Singer as independent of management, and for the purposes of National Instrument 52-110 - Audit Committees ("NI
52-110"). As such, he currently serves as an active member of the HRCC and the Audit Committee.
year, Ron Funk has made the decision to retire from the Board; a transition which commenced in September 2024 when he stepped back to
the role of Lead Independent Director and Miguel Martin was appointed as Executive Chairman. To complete the transition, the Board has
nominated Mr. Singer to move into the role of Lead Independent Director upon his re-election at the Meeting. With his deep understanding
of the Company, extensive expertise in financial management, capital markets and corporate governance, in particular within the pharmaceutical
and medical cannabis industries, as well as a keen ability to facilitate productive conversations, he is aptly positioned to take on this
role and to continue to act as a thoughtful and objective independent advisor on the Board.
are thankful to our Board members for their valuable partnership, contributions and commitment to Aurora's continued success and
vision as we continue to Open the World to Cannabis.
Biographies for each director
nominee for election at the Meeting follow. All other director information can be found in this section under the heading "Director
Compensation" and in the section entitled "Corporate Governance Practices".
| Miguel Martin - Executive Chairman and CEO | ||
| Virginia, USA | Director since September 2020 | Age: 53 | ||
| Areas of expertise: Executive leadership Strategic planning and execution Consumer packaged goods International regulated products | ||
| Current occupation: | CEO and Executive Chairman 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 | 13 out of 13 (100%) | 2024 - 93.29% FOR 2023 - 85.26% FOR 2022 - 92.56 % FOR 2021 - 92.71% FOR 2020 - 90.05% FOR |
| Michael Singer - Independent Director and Nominee Lead Independent Director | ||
| Quebec, Canada | Director since May 2016 | Age: 60 | ||
| Areas of expertise: Strategic planning and execution Finance Executive leadership Mergers and acquisitions Capital markets Corporate governance | ||
| Current occupation: | Self-employed independent 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 (Prior 5 years) |
| Board Audit HRC C | 12 out of 13 (92%) 3 out of 3 (100%) (1) 2 out of 2 (100%) (1) | 2024 - 84.70% FOR 2023 - 85.30% FOR 2022 - 92.11% FOR 2021 - 92.13% FOR 2020 - 82.27% FOR |
(1) Mr. Singer was appointed to the Audit Committee and HRCC effective September 19, 2024, and the number of meetings represents those
attended since he joined.
| Chitwant Kohli - Independent Director and Chair of the Audit Committee | ||
| Ontario, Canada | Director since January 2022 | Age: 60 | ||
| 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) | 13 out of 13 (100%) 4 out of 4 (100%) 9 out of 9 (100%) | 2024 - 92.37% FOR 2023 - 75.76% FOR 2022 - 92.82% FOR |
| Theresa Firestone - Independent Director and Chair of the HRCC | ||
| Ontario, Canada | Director since July 2021 | Age: 69 | ||
| Areas of expertise: Global pharmaceutical executive Executive Leadership - Canada, Europe and Asia P&L Management and Operations Healthcare, Health and Wellness 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. 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. (NYSE American: CYBN) (Cboe Canada CA: CYBN) 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 | 13 out of 13 (100%) 6 of 6 (100%) 9 out of 9 (100%) | 2024 - 80.18% FOR 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: 64 | ||
| 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 | |
| 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 (Prior 5 years) |
| Board N&CGC (Chair) Audit | 13 out of 13 (100%) 4 out of 4 (100%) 9 out of 9 (100%) | 2024 - 89.47% FOR 2023 - 84.74% FOR 2022 - 83.50% FOR 2021 - 80.78% FOR 2020 - 87.95% FOR |
| Rajesh Uttamchandani - Independent Director | ||
| Ontario, Canada | Director since May 2024 | Age: 57 | ||
| 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 N&CGC HRCC | 11 out of 12 (92%) (1) 2 out of 2 (100%) (1) 3 out of 3 (100%) (1) | 2024 - 85.62% FOR |
(1) Mr. Uttamchandani joined the Board on May 15, 2024 and the above represents the meetings attended since he joined.
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 | 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 | 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 |
| 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. | Medium | High | Medium | Low | High | Medium |
| Government/Regulatory/Public Policy/Legal: Experience in, or a strong understanding of, the workings of government and public policy in Canada and other applicable jurisdictions or experience as a practicing lawyer either in private practice or the legal department of a large organization. | Medium | Medium | High | Low | Low | Medium |
| Strategic Planning: Experience in developing, implementing and delivering strategic business objectives in a large organization. | High | High | High | High | High | High |
| Capital Markets and M&A: Experience in global financial markets, investment banking and mergers and acquisitions. | 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. | Medium | Medium | Medium | 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. | 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 | High | High | High | Medium |
| Manufacturing/Supply Chain: Experience in sourcing, manufacturing, supply chain, infrastructure management and logistics. | 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 | Medium | Low | Medium | 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. | 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 | 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 | 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.
Trade Orders, Bankruptcies, Penalties and Sanctions
Within the 10 years preceding the
date of this Information Circular, no nominee for election as a director of the Company was a director, or executive officer of any company
(including the Company in respect of which this Information Circular is prepared) or acted in that capacity for a company that was:
has adopted a majority
to the election of directors.
to tender his or her
to the Executive Chairman of the Board.
by the Board and the nominee
will not participate
Voting Policy does not
apply in circumstances
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
unless there are extenuating
a contrary decision.
announce its decision
by way of a news release
of the meeting at which
occurred and provide
a copy of the news release
Stock Exchange ("TSX"). If
subject to any applicable
fill the vacancy through
of a new director, or call