Full Press Release Details
| WHAT'S INSIDE: | |
| LETTER TO SHAREHOLDERS | |
| NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS | |
| SOLICITATION OF PROXIES | 1 |
| GENERAL PROXY INFORMATION | 1 |
| RECORD DATE, VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES | 4 |
| DOCUMENTS INCORPORATED BY REFERENCE | 4 |
| PARTICULARS OF MATTERS TO BE ACTED UPON | 5 |
| ITEM 1: ELECTION OF DIRECTORS | 5 |
| ITEM 2: APPOINTMENT OF AUDITOR | 13 |
| ITEM 3: SAY-ON-PAY | 14 |
| ITEM 4: RENEWAL OF SHAREHOLDER RIGHTS PLAN | 15 |
| STATEMENT OF CORPORATE GOVERNANCE PRACTICES | 17 |
| COMPENSATION DISCUSSION AND ANALYSIS | 26 |
| STATEMENT OF EXECUTIVE COMPENSATION | 39 |
| DIRECTOR COMPENSATION - NON-EXECUTIVE DIRECTORS | 50 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 54 |
| INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS | 55 |
| INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS | 55 |
| ADDITIONAL INFORMATION | 55 |
| OTHER MATTERS | 55 |
| FOUR WAYS TO VOTE BY PROXY: |
| On the internet |
| By telephone |
| By fax |
| By mail |
| VOTING BY PROXY IS THE EASIEST WAY TO VOTE! | |
| Please refer to the form of proxy or voting instruction form provided to you, or to the instructions within this Circular for more information on the voting methods available to you. |
The Annual General Meeting ("AGM")
of Aurora Cannabis Inc. ("Aurora" or the "Company") is being held on Friday, November 12, 2021 at
1:00 p.m. (Mountain) / 3:00 p.m. (Eastern). Due to the ongoing COVID-19 pandemic, we have opted to hold the AGM in a virtual-only format
again this year in order give our shareholders an equal opportunity to participate. The particulars for the virtual Meeting are set out
in the accompanying proxy materials.
I very much appreciate the Board's confidence
in me, and I am pleased to be working with my leadership team to establish Aurora as a profitable leader in the global cannabinoid market.
I take my fiduciary responsibilities to our investors very seriously and I am determined to do everything I can to achieve profitability
and enhance shareholder value.
We made significant strategic and financial
progress during fiscal year 2021. While there's certainly more work to do, Aurora is on the right course to build shareholder value
in the fast-moving global cannabinoid industry.
Building shareholder value starts with profitability
on an Adjusted EBITDA basis. The entire team is focused on this effort. We recently announced an additional facility consolidation and
organizational efficiencies as further proof points to achieve that primary objective.
Building on that, let me highlight a few more
data points that underscore our progress in fiscal 2021 that will accelerate into fiscal 2022:
With this as a backdrop, the primary focus of
the entire Aurora team is on executing the plan and achieving Adjusted EBITDA profitability. We continuously look for more effective ways
to serve our patients and consumers and opportunities to extract efficiencies from our operations.
We sincerely thank our shareholders for their
support. Our industry is evolving rapidly, so timely and focused execution on our plan to maintain leading margins, strong leadership
positions in global medical markets and driving towards profitability will reward us all in the year to come.
Chief Executive Officer
| When: | Friday, November 12, 2021 at 1:00 p.m. Mountain | 3:00 p.m. Eastern |
| Virtual Meeting: | Virtual only via live webcast at https://web.lumiagm.com/488554625 . |
| Purpose: | 1. table the audited financial statements for the financial year ended June 30, 2021, together with the report of the auditors and the management's discussion and analysis thereon; 2. fix the number of directors to be elected at eight (8); 3. elect the directors for the ensuing year; 4. appoint the auditor for the ensuing year; 5. consider and, if deemed appropriate, to pass with or without variation, a non-binding advisory resolution on our approach to executive compensation, as more particularly described in the accompanying Information Circular, under " Particulars of Matters to be Acted Upon - Say-on-Pay" ; and 6. renew and confirm by ordinary resolution, our existing Shareholder Rights Plan and its continuation for a three-year period, as more particularly described in the accompanying Information Circular, under " Particulars of Matters to be Acted Upon - Renewal of Shareholder Rights Plan ". |
| You have the 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 September 20, 2021 . You have the right to vote your shares on items 2 to 6 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, but, 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 year ended June 30, 2021 and accompanying management discussion and analysis, are available under our profile at www.sedar.com or on our website at https://investor.auroramj.com/about-aurora/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 /s/ " Miguel Martin" /s/ "Ron Funk" Chief Executive Officer Chairman of the Board |
| INFORMATION CIRCULAR Containing information as of September 20, 2021 (unless stated otherwise) | |
| Solicitation of Proxies | This Information Circular is furnished in connection with the solicitation of proxies by the management of the Company for use at the Annual General Meeting of shareholders of the Company (and any adjournment thereof) to be held at 1:00 p.m. (Mountain) / 3:00 p.m. (Eastern) on Friday, November 12, 2021 (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. All costs of solicitation by management will be borne by the Company. We have arranged for intermediaries to forward the Meeting proxy materials to Beneficial Shareholders of record by those intermediaries and 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 the C o m pa n y 's N oti c e of M e e ting and Information C ir c ul a r ( 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, 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://investor.auroramj.com/ and will remain on the website for one year. The Meeting Materials will also be available on the Company's corporate profile at www.sedar.com . 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. |
| Beneficial Shareholders | The following information is of significant importance to shareholders who do not hold Common Shares in their own name (" 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 (who need not be a shareholder of the Company), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person may be you. To exercise this right, 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. |
| 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 Tuesday, November 9, 2021 at 1:00 p.m. (Mountain) / 3:00 p.m. (Eastern) and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with a Username via email. United States Beneficial holders: To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to: Computershare 100 University Avenue, 8 th Floor Toronto, ON M5J 2Y1 OR email at 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 | Th e so li c it a ti o n o f prox i e s i s no t sub j ec t t o t h e requ i re m en t s o f Sec ti o n 14(a ) o f t h e United States Securities Exchange Act of 1934 , as amended (the " U.S. Exchange Act "), b y v i r t u e o f a n exe m p ti o n app li cab l e t o prox y so li c it a ti on s b y fore i g n pr i va t e i ssuer s a s def i ne d in Rule 3b-4 of the U.S. Exchange Act . A ccord i ng l y , t h i s Information C i rcu l a r ha s bee n prepare d i n accordanc e w it h app li cab l e C anad i a n d i sc l osur e requ i re m en t s . Shareholders o f t h e U n it e d S t a t e s shou l d b e a w ar e t ha t suc h requ i re m en t s d i ffe r fro m t hos e o f t h e U n it e d S t a t e s app li cab l e t o prox y s t a t e m en t s unde r t h e U.S. E xchang e A c t . A n y i nfor m a ti o n concern i n g t h e Company and its operations ha s bee n prepare d i n accordanc e w it h C anad i a n s t andard s unde r app li cab l e C anad i a n secur iti e s l a w s and m a y no t b e co m parab l e t o s i m il a r i nfor m a ti o n fo r U n it e d S t a t e s co m pan i es . F i nanc i a l s t a t e m en t s i nc l ude d o r i ncorpora t e d b y referenc e here i n hav e bee n prepare d i n accordanc e w it h International Financial Reporting Standards (" IFRS "), as issued by the International Accounting Standards Board, an d ar e subjec t t o aud iti n g an d aud it o r i ndependenc e s t andard s i n C anada which will differ in certain respects from United States generally accepted accounting principles and from practices prescribed by the U.S. Securities and Exchange Commission (" SEC ") and thus, may not be comparable to financial statements of United States companies. Such consequences for shareholder s w h o ar e res i den t i n , o r c iti zen s of , t h e U.S. m a y no t b e descr i be d fu ll y i n t h i s Information Circular. Th e enforce m en t b y shareholder s o f c i v i l li ab iliti e s unde r t h e U n it e d S t a t e s federa l secur iti e s l a w s m a y b e affec t e d adverse l y b y t h e fac t t ha t t h e Company i s i ncorpora t e d o r organ i ze d unde r t h e l a w s o f a fore i gn coun t ry , t ha t so m e o r a l l o f t he i r off i cer s an d d i rec t or s an d t h e exper t s na m e d here i n ar e res i den t s o f a fore i g n coun t r y and a substantial portion o f t h e Company's assets and the assets of such persons ar e l oca t e d ou t s i d e of t h e U n it e d S t a t es . |
| 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 | Registered Shareholders and duly appointed proxyholders (including Beneficial Shareholders who have duly appointed themselves as proxyholders) who participate at the virtual Meeting will be able to listen to the Meeting, ask questions and vote, provided that they are connected to the Internet. Guests, including non-registered shareholders who have not duly appointed themselves as proxyholder, can log in to the Meeting as set out below. Guests can listen to the Meeting but will not able to communicate or vote. Shareholders will not be able to attend the Meeting physically. The Meeting will be held in a virtual-only format, which will be conducted via live audio webcast, and can be accessed by logging in online at https://web.lumiagm.com/488554625 . We recommend that you log in at least fifteen (15) minutes before the Meeting begins. - Click "Login" and then enter your 15-digit Control Number (see below) and Password "aurora2021" (case sensitive); OR - Click "Guest" and then complete the online form. Registered Shareholders : The 15-digit control number located on your form of Proxy or in the email notification you received is your "Control Number" to access the Meeting. Duly appointed proxyholders : Computershare will provide the proxyholder with a Username by email after the Proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described above under "Additional Information for Appointing a Proxyholder ". In order to access the virtual Meeting, participants will need an Internet-connected device, such as a laptop, computer, tablet or smartphone. The Meeting platform will be supported across browsers and devices running the most updated version of applicable software plugins. If you attend the virtual Meeting, you must remain connected to the Internet at all times in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting and complete the related procedure. Please refer to the "Lumi AGM User Guide" posted on our website at https://investor.auroramj.com/about-aurora/corporate-governance/ for full instructions. |
| Q&A Before and During the Meeting | As noted above, Registered Shareholders and duly appointed proxyholders who login to participate at the virtual Meeting will be able to ask questions, provided that 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 aurora@icrinc.com. Note that due to time constraints, we cannot commit to answering every question that we receive. |
| 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 share and option based compensation plans, and as otherwise set out herein. |
| Record Date, Voting Securities and Principal Holders of Voting Securities | The board of directors (the " Board ") of the Company has fixed September 20, 2021 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 of the Company as of September 20, 2021. |
| Intercorporate Relationships | At the date of this Information Circular, the Company operates its business through its six (6) material wholly owned subsidiaries. Please refer to the Company's Annual Information Form for the year ended June 30, 2021 dated September 27, 2021 (the " 2021 AIF ") posted to the Company's profile at www.sedar.com, 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 September 20, 2021, there were 198,124,988 Common Shares issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares. The Company is also authorized to issue an unlimited number of Class "A" Shares with a par value of Cdn$1.00 each and is authorized to issue an unlimited number of Class "B" Shares with a par value of Cdn$5.00 each. There were no Class "A" Shares and no Class "B" Shares issued and outstanding as of September 20, 2021. 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 in Canada are specifically incorporated by reference in this Information Circular: - The Company's audited financial statements for the financial years ended June 30, 2021 and June 30, 2020, the reports of the auditor's thereon, and the related management's discussion and analysis; and - The Audit Committee Charter of the Board's Audit Committee, a copy of which is attached as Schedule "A" to the 2021 AIF. |
| Votes Necessary to Pass Resolutions | With respect to the election of directors, pursuant to the Company's Articles, the Board has determined that eight (8) directors are to be elected at the Meeting. Accordingly, there are eight (8) director positions to be filled. If there are more nominees for election as directors than there are vacancies to fill, the eight (8) 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 vote policy described below, the eight (8) 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 financial year ended June 30, 2021, 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 profile at www.sedar.com. Additional information relating to these documents may be obtained by a shareholder upon request without charge by sending an email to aurora@icrinc.com. |
ITEM 1: Election of Directors
As of the date of this Information Circular
there are nine (9) directors of the Company. Michael Detlefsen has informed the Board of his intention to not stand for re-election, therefore,
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
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.
| Majority Voting Policy | Advance Notice Provision | |
| The C o m pany has ado p ted a m a j o r ity v oting pol i cy ( t he " M a jo r ity V o ting Po l i c y ") t hat app l i e s to the e le ct ion of d i r ec t ors. U n d er t h e M a jo r ity V o t ing Po l ic y , a d i r e c t or w ho is e le c t ed w i t h m ore v o t es w ith h e l d t han ca s t i n fa v our o f h i s or h e r e le c ti o n w i l l be re q u i red to tend e r his o r h er re s i g na t ion to t h e C ha i r m an of t he B o a rd. T h e re s i g na t i o n wi ll be e f f ec t i v e w hen a cce p t e d by the B oa r d and the n o m inee d i r e c t or wi ll n ot p a r t i c i p a te in any co m m ittee o r B oa r d m eet i n g s or de l ib e r a tio n s on th i s m a t te r . T h e M a j o r i ty V oting Po l icy does n o t a p p l y in c i r cu m s t anc e s i n v ol v ing con t e s ted d i re c tor e l ec t io n s. T he Nominating and Corporate Governance Committee (the " N&CG Committee ") w i l l con s id e r t he resignation and make a recommendation to the Board on whether or not the resignation should be accepted. In considering the recommendation of the N&CG Committee, the Board will consider the factors taken into account by the committee and such add i ti o nal i n f o r m a t ion and fa c to r s th a t t he B o a r d co ns ide r s re l e v an t . T he B oa r d exp e c t s th a t r e s i g na t i o ns w ill be a cce p ted un l ess th er e are e x ten u a t ing c i r cu m s t a nces th a t w a r ra n t a co n tr a ry dec i s i o n. T he B oa r d wi ll annou n ce i t s decision (i n c l u ding t h e re asons f o r n o t a c ce p ting any r e s i g na t ion) by w ay of a n ews re l ea s e w i t hin 9 0 da y s of t he da t e of the m ee t ing at w hich the e l e c t ion o c cu r red and pro v i d e a c o py of the n ews re l ea s e t o t he Toronto Stock Exchange (" TSX ") . I f the r e s i g n a tion i s a cce p ted, su b j e ct to any app l ica b le law, t h e B o a r d m a y lea v e the re s u l ta n t v acancy un f i l led un t il t h e n e xt an n ual g ener a l m eet i n g , f i ll the v acancy t h rou g h t he appo i n t m ent of a new di r e c tor, or c a l l a spe c ial m eet i n g of shareho l d e r s at w hich the r e w i l l be pr e se n ted one or m ore no m inees t o f i ll any vacancy or v ac a nc i es. A copy of the M a j o r ity V oting Pol i cy can be v iewed on the C o m pan y 's w ebsite at https://investor.auroramj.com/about-aurora/corporate-governance/. | The Company's Articles include at clause 14.12 - Nomination of Directors , advance notice provisions (the " Advance Notice Provision ") concerning nomination of directors for election by shareholders. The Advance Notice Provision provides for advance notice to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the BCBCA, or (ii) a shareholder proposal made pursuant to the provisions of the BCBCA. The purpose of the Advance Notice Provision is to foster a variety of interests of the shareholders and the Company by ensuring that all shareholders, including those participating in a meeting by Proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. The Advance Notice Provision fixes a deadline by which holders of Common Shares must submit director nominations to the Company prior to any annual or special meeting of shareholders at which election of directors will be presented and sets forth the minimum information that a shareholder must include in the advance notice to the Company for it to be in proper written form. The Advance Notice Provision also requires that all proposed director nominees deliver a written representation and agreement that such candidate for nomination, if elected as a director of the Company, will comply with all applicable corporate governance, conflict of interest, confidentiality, share ownership, majority voting and insider trading policies and other policies and guidelines of the Company applicable to directors and in effect during such person's term in office as a director. The foregoing is merely a summary of the Advance Notice Provision, is not comprehensive and is qualified by the full text of such provision in the Company's Articles, which can be viewed on the Company's website at https://investor.auroramj.com/about-aurora/corporate-governance/. |
NOMINEES FOR ELECTION TO THE BOARD
| Our Directors | Our Nominee Board is comprised of an independent non-executive Chairman, our CEO, our former Executive Chairman, and five independent non-executive directors, each with diverse skill sets and professional experience. |
| strategy, growth, and innovation consumer packaged goods finance, audit, and capital markets operational excellence business transformation executive leadership legal and regulatory international regulated products corporate governance |
Six (6) of the eight (8) candidates (75%) 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. Only the Company's CEO and former Executive Chairman and Interim CEO are considered non-independent
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 "Statement of Corporate Governance".
BOARD recommends that shareholders vote "FOR" the election of each nominee set forth below, to hold office until the close
of the next annual meeting of shareholders or until their respective successors ARE ELECTED. Unless otherwise instructed,
the persons designated in the Proxy intend to vote FOR each nominee.
| Ron Funk - Independent Chairman Ontario, Canada | Director since July 2018 | Age: 64 | ||||
| Areas of expertise: Leadership Business strategy Consumer products Supply chain | ||||
| Current occupation: | Chairman | |||
| Business Experience: | Ron 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. Ron 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, Ron 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. Ron previously served as an independent director of Carey Management Inc., a privately held business that owns 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: | Ron holds a MBA from Kellogg-Schulich. | |||
| Public Directorships (past 5 years): | MedReleaf Corp. (TSX) from June 2017 to July 2018 | |||
| Memberships, professional designations and awards: | Ron 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). | |||
| Share ownership as at June 30, 2021 | ||||
| Common shares | DSUs | Total | Share Ownership Met or In Progress? | |
| Number held | 6,752 | 13,854 | 20,606 | In Progress (2) |
| Dollar value (1) | $75,825 | $155,580 | $231,405 | |
| Other matters | ||||
| Membership | Attendance | Voting results 2020 - 88.13% FOR 2019 - 94.51% FOR 2018 - 96.35% FOR | ||
| Board Audit Committee HR & Compensation Committee N&CG Committee Science and Innovation Committee | 20 out of 20 (100%) 12 out of 12 (100%) 9 out of 9 (100%) 9 out of 9 (100%) 6 out of 6 (100%) |
| Miguel Martin - CEO and Director Virginia, USA | Director since September 2020 | Age: 49 | |||||
| Areas of expertise: Executive leadership Strategic planning and execution Consumer packaged goods International regulated products | |||||
| Current occupation: | CEO of the Company | ||||
| Business Experience: | Miguel is a 25-year consumer packaged goods industry veteran with deep experience operating in highly regulated industries. He joined Aurora from Reliva, LLC where he served as Chief Executive Officer and became President of Aurora USA upon closing of the Company's acquisition of Reliva in May 2020. Prior to Reliva, Miguel was the President of Logic Technology, one of the largest manufacturers of electronic cigarettes. He also held the position of Senior Vice-President and General Manager of Altria Sales & Distribution. | ||||
| Education: | Miguel 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 (past 5 years): | N/A | ||||
| Memberships, professional designations and awards: | In 2015, Miguel won the Pinnacle Award for leadership from the National Association of Tobacco Stores | ||||
| Share ownership as at June 30, 2021 | |||||
| Common shares | RSUs | PSUs | Total | Share Ownership Met or In Progress? | |
| Number held | 31,835 | 108,382 | 108,382 | 248,599 | In progress (2) |
| Dollar value (1) | $357,507 | $1,217,130 | $1,217,130 | $ 2,791,767 | |
| Other matters | |||||
| Membership | Attendance | Voting results 2020 - 90.05% FOR | |||
| Board | 19 out of 19 (3) |
| Michael Singer - Director Quebec, Canada | Director since May 2016 | Age: 57 | ||||||
| Areas of expertise: Executive leadership Strategic planning and execution Finance Mergers and acquisitions Capital markets Corporate governance | ||||||
| Current occupation: | Director | |||||
| Business Experience: | Michael 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 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. Michael has held numerous independent director roles in Canadian public health care companies, and also previously served as CFO and Corporate Secretary for TSX-V listed Thallion Pharmaceuticals Inc. | |||||
| Education: | Michael holds a Graduate Diploma in Public Accounting from McGill University and a Bachelor of Commerce from Concordia University. | |||||
| Public Directorships (past 5 years): | N/A | |||||
| Memberships, professional designations and awards: | CGA and CPA, Quebec Order of Chartered Professional Accountants and Commissioner of Oaths, Quebec Minister of Justice | |||||
| Share ownership as at June 30, 2021 | ||||||
| Common shares | DSUs | RSUs | PSUs | Total | Share Ownership Met or In Progress? | |
| Number Held | 5,109 (1) | 241 | 232,792 | 61,775 | 299,917 | Yes |
| Dollar Value (2) | $57,374 | $2,706 | $2,614,254 | $693,733 | $3,368,068 | |
| Other matters | ||||||
| Membership | Attendance | Voting results 2020 - 82.27% FOR 2019 - 80.79% FOR 2018 - 78.81% FOR 2017 - 92.61% FOR 2016 - 99.53% FOR | ||||
| Board | 18 out of 18 (100%) (3) |
| Norma Beauchamp - Independent Director Ontario, Canada | Director since July 2018 | Age: 60 | ||||
| Areas of expertise: Corporate Governance and Nominating Global Pharmaceutical Executive Healthcare Health and Wellness Executive Leadership Patient advocacy | ||||
| Current occupation: | Self-employed public company director | |||
| Business Experience: | Norma 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. Norma currently serves on the Boards of Extendicare, Dialogue Health Technologies and HLS Therapeutics. In addition, she serves on the Boards of the Ontario Caregiver Organization and ALS Canada. She is a member of the National Research Council of Canada and is a Regional Ambassador with Women Get on Board. Formerly, Norma was a director, Chair of the Corporate Governance and Compensation committees and a member of the Audit Committee of MedReleaf, a director and Chair of the Nominating and Governance Committee at Acerus Pharma, 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: | Norma 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 (past 5 years): | Dialogue Health Technologies Inc. (TSX) - March 2021 to present Extendicare (TSX) May 2019 to present HLS Therapeutics Inc. (TSX) June 2021 to present Acerus Pharma (TSX) June 2015 to May 2020 Quest Pharmatech (TSX) January 2019 to April 2020 MedReleaf Corp. (TSX) from June 2017 to July 2018 | |||
| Memberships, professional designations and awards: | Norma obtained her ICD.D. certification from the University of Toronto, Rotman School of Management in 2010. | |||
| Share ownership as at June 30, 2021 | ||||
| Common shares | DSUs | Total | Share Ownership Met or In Progress? | |
| Number held | 2,868 | 7,446 | 10,314 | In progress (2) |
| Dollar value (1) | $32,208 | $83,619 | $115,826 | |
| Other matters | ||||
| Membership | Attendance | Voting results 2020 - 87.95% FOR 2019 - 91.51% FOR 2018 - 95.74% FOR | ||
| Board N&CG Committee (Chair) HR & Compensation Committee | 20 out of 20 (100%) 9 out of 9 (100%) 9 out of 9 (100%) |
| Margaret Shan Atkins - Independent Director Florida, USA | Director since February 2019 | Age: 64 | |||||
| Areas of expertise: Finance Executive leadership Public company reporting for Canadian and U.S. listed companies Corporate governance Strategy development and implementation | |||||
| Current occupation: | Self-employed public company director | ||||
| Business Experience: | Margaret Shan brings over 20 years of corporate leadership experience to the Company. A Certified Public Accountant, she spent fourteen years at Bain & Company, where she became a partner and leader in the firm's global consumer and retail practice. She also maintained a secondary practice in healthcare, working in Rx and OTC pharmaceuticals and in the hospital industry. Margaret Shan also served as Executive VP of Sears, Roebuck & Company (USA) and since 1999, she has served as an independent director on ten public and private corporate boards in the U.S. and Canada. | ||||
| Education: | Margaret Shan is a graduate of Queen's University where she obtained a Bachelor of Commerce (Hons) in 1979 and the Harvard Business School where she obtained her MBA in 1983. In 2021 she completed the Carnegie Mellon/National Association of Corporate Directors ('NACD') certificate in cyber-risk oversight (USA). | ||||
| Public Directorships (past 5 years): | SpartanNash Company (Nasdaq) from November 2013 to present Darden, Inc. (NYSE) from October 2014 to present LSC Communications (NYSE) from September 2016 to December 2020 Sunopta Inc. (TSX and Nasdaq) from November 2014 to July 2019 | ||||
| Memberships, professional designations and awards: | Margaret Shan obtained her CPA/CA designation in Canada in 1981 and her CPA designation in the U.S. in 2005. She is also a member and fellow of the National Association of Corporate Directors and received her ICD.D designation from the Institute of Corporate Directors (Canada) in 2021. | ||||
| Share ownership as at June 30, 2021 | |||||
| Common shares | DSUs | Total | Share Ownership Met or In Progress? | ||
| Number held | Nil | 6,558 | 6,558 | In progress (2) | |
| Dollar value (1) | $0 | $73,646 | $73,646 | ||
| Other matters | |||||
| Membership | Attendance | Voting results 2020 - 88.57% FOR 2019 - 96.36% FOR | |||
| Board Audit Committee (Chair) Science and Innovation Committee HR & Compensation Committee | 20 out of 20 (100%) 12 out of 12 (100%) 6 out of 6 (100%) 9 out of 9 (100%) |
| Theresa Firestone - Independent Director Ontario, Canada | Director since July 2021 | Age: 66 | ||||
| Areas of expertise: Pharmaceuticals P&L management Operations Healthcare Health and Wellness Government affairs | ||||
| Current occupation: | Retired, independent director | |||
| Business Experience: | Theresa Firestone is a senior healthcare executive with over 35 years' experience in pharmaceuticals, health & wellness, retail and government. Theresa is an accomplished business leader and has held senior leadership positions in Canada, Europe and Asia and led teams in 15 different countries. Prior to retirement in 2021, Theresa was Senior Vice President, Health and Wellness at Shoppers Drug Mart (SDM), Canada's largest retail pharmacy chain. Theresa was responsible for leading the company's health and wellness initiatives, including developing new growth strategies, the development and launch of Medical Cannabis by Shoppers and the Health Clinics by Shoppers, overall management of dietitian services, pharmacy services including vaccines and the recently launched the PC Health App. Theresa was also responsible for leading several Shoppers businesses including MediSystem Pharmacies, Specialty Health Network, Sanis Health and 43 corporately owned Wellwise retail outlets. She has extensive P&L, strategy development and operations experience. Theresa chaired the Women's Initiative - Go Further Women, as a pillar lead for the Diversity and Inclusion initiative at Shoppers/Loblaws from 2017- 2019. Prior to joining Shoppers Drug Mart, Theresa was Regional President of Emerging Markets Asia with Pfizer Inc (Shanghai and HK) and had responsibility for 13 countries in Asia. 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 and Director of the Ontario Drug Benefit Program with the Ontario Government. | |||
| Education: | Theresa obtained a Bachelor of Applied Science from the University of Guelph in 1978 and completed the Pfizer Executive Leadership Program at Harvard Business School in 1999. | |||
| Public Directorships (past 5 years): | Cybin Inc. (NEO/NYSE) from August 2021 to present Merus Labs International (TSX) from 2014 to 2017 | |||
| Memberships, professional designations and 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 | |||
| Share ownership as at June 30, 2021 (1) | ||||
| Common shares | DSUs | Total | Share Ownership Met or In Progress? | |
| Number held | N/A | N/A | N/A | In progress (2) |
| Dollar value | N/A | N/A | N/A | |
| Other matters | ||||
| Membership | Attendance | Voting results N/A (1) | ||
| Board | N/A (1) |
| Adam Szweras - Independent Director Ontario, Canada | Director since August 2015 | Age: 49 | ||||
| Areas of expertise: Securities law Mergers and acquisitions Corporate Governance Capital markets | ||||
| Current occupation: | Barrister and Solicitor and Chairman of Foundation Markets Group. | |||
| Business Experience: | Adam practices securities law with Fogler, Rubinoff LLP in Toronto and is the Chairman of the Foundation Markets Group, a Toronto based Merchant Bank and brokerage firm. Adam both joined Fogler, Rubinoff LLP and founded the Foundation Markets Group in 2006. His law practice focuses on financings and going public transactions, and in his banking practice, he works closely to build, invest in, and develop emerging business. Adam has a particular expertise with cross border mid-market transactions and often acts as a strategic advisor to his clients. Adam works with public and private companies active in cannabis markets in Canada and the US as well as companies with businesses in energy transmission, oil and gas and alternative energy, technology, and food producers. Adam has experience in representing clients in Canada and the US as well as South America, China and South Asia. | |||
| Education: | Adam obtained his LLB from Osgoode Hall Law School in June 1994 and previously attended York University. | |||
| Public Directorships (past 5 years): | Nutritional High International Inc. (CSE) from July 2014 to present SustainCo Inc. (TSX-V) from March 2017 to November 2020 Harborside Inc. (CSE) from May 30, 2019 to November 2020 Quinsam Capital Corporation (CSE) from October 2017 to August 2020 Water Ways Technologies Inc. (TSX-V) from April 2014 to August 2020 Mahdia Gold Corp. (CSE) from April 2016 to June 2018 The Tinley Beverage Company Inc. (TSX-V) from December 2010 to September 2016 | |||
| Memberships, professional designations and awards: | Barrister and Solicitor, Law Society of Upper Canada | |||
| Share ownership as at June 30, 2021 | ||||
| Common shares | DSUs | Total | Share Ownership Met or In Progress? | |
| Number held | 8,063 | 11,175 | 19,238 | Yes |
| Dollar value | $90,547 | $125,495 | $216,043 | |
| Other matters | ||||
| Membership | Attendance | Voting results 2020 - 85.39% FOR 2019 - 75.88% FOR 2018 - 96.75% FOR 2017 - 99.2% FOR 2016 - 99.53% FOR | ||
| Board HR & Compensation Committee (Chair) N&CG Committee | 19 out of 20 (95%) 9 out of 9 (100%) 9 out of 9 (100%) |
based on the closing price on June 30, 2021, being $11.23.
| Lance Friedmann- Independent Director Illinois, USA | Director since February 2020 | Age: 66 | ||||
| Areas of expertise: Marketing Strategy Consumer/customer insights Public policy International markets | ||||
| Current occupation: | Retired, independent director | |||
| Business Experience: | Throughout Lance's 25-year experience with Kraft Foods and Mondel z International, Inc., he held a number of roles of progressing scope and responsibility focused on marketing, strategy, and customer insights across the U.S., Latin America, and Asia. His experience includes senior management of Kraft Foods' marketing-related and corporate marketing programs, for Canada, Mexico and Puerto Rico, and Health & Wellness. Notably, he played a critical role in the launch of the "Sensible Solutions" product line, and subsequently led Mondelez's $12 billion global biscuits category, including Oreo, the world's #1 biscuit brand. | |||
| Education: | Lance obtained his BA in Economics from Stanford University in 1976 and his MBA from Harvard Business School in 1978. | |||
| Public Directorships (past 5 years): | N/A | |||
| Share ownership as at June 30, 2021 | ||||
| Common shares | DSUs | Total | Share Ownership Met or In Progress? | |
| Number held | Nil | 5,588 | 5,588 | In progress (2) |
| Dollar value (1) | $0 | $62,753 | $62,753 | |
| Other matters | ||||
| Membership | Attendance | Voting results 2020 - 87.88% FOR | ||
| Board Audit Committee Science and Innovation Committee (Chair) | 20 out of 20 (100%) 12 out of 12 (100%) 6 out of 6 (100%) |
based on the closing price on June 30, 2021, being $11.23.
The N&CG Committee has identified
the skills of the nominees for election as a director of the Company in the context of the skills matrix as follows:
| Skills/Competencies | M. Shan Atkins | Norma Beauchamp | Theresa Firestone | Lance Friedmann | Ron Funk | Michael Singer | Adam Szweras | Miguel Martin | Total |
| Core industry | X | X | X | X | X | X | X | X | 8 |
| Financial Reporting/Oversight | X | X | X | X | X | 5 | |||
| Capital Markets/Treasury | X | X | X | 3 | |||||
| Audit and Risk Management | X | X | X | 3 | |||||
| Mergers, Acquisitions, Business Development | X | X | X | X | X | X | X | 7 | |
| Legal/Public Policy | x | X | X | X | X | 5 | |||
| Senior Executive | X | X | X | X | X | X | X | X | 8 |
| Cybersecurity | X | X | 2 | ||||||
| Communication/ Marketing/ Customer service | X | X | X | X | X | X | X | X | 8 |
| Environmental/Social/ Human Resources | X | X | X | X | X | 5 | |||
| International Markets | X | X | X | X | X | X | X | 7 | |
| Technical Engineering/Medical/ Science | X | X | X | 3 | |||||
| Manufacturing/Supply Chain | X | x | X | X | 4 | ||||
| Health and Safety | X | x | X | X | 4 |
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.
CEASE TRADE ORDERS, BANKRUPTCIES,
PENALTIES AND SANCTIONS
Within the 10 years preceding the date of
this Information Circular, no proposed 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:
At the Meeting, KPMG
LLP ("KPMG"), Chartered Professional Accountants, with offices at Pacific Centre, 777 West Georgia Street, Vancouver,
British Columbia, Canada, V6E 4T5, will be nominated for re-appointment as auditor of the Company for the ensuing year. KPMG was initially
appointed as the Company's auditor by the Board on September 25, 2018 and was subsequently approved for appointment by the shareholders
on November 30, 2018, and is subject to the oversight of the Canadian Public Accountability Board, as required under the Canadian Securities
Administrators' (the "CSA") National Instrument 52-108 - Auditor Oversight.
Auditor independence is essential to the integrity
of our financial statements and KPMG has confirmed its status as independent within the meaning of the Canadian and US securities rules.
Board proposes that KPMG be appointed as auditor OF THE COMPANY and recommends that you vote for the appointment of KPMG as our auditor.
You may vote for the appointment OF KPMG AS our auditors or withhold your vote. Unless otherwise instructed, the persons
designated in the Proxy intend to vote FOR the appointment of KPMG as the Company's auditor.
Committee and Relationship with Auditor
purpose of the Audit Committee is to assist the Board in fulfilling its
oversight responsibilities with respect to the review of financial information, which will be provided to the shareholders and the public,
the establishment and maintenance of internal controls across the organization, and oversight of the audit process. It has general responsibility
to oversee internal controls, accounting and auditing activities and legal compliance of the Company.
Audit Committee is also mandated to review and approve all material related party transactions, and consider any applicable risk associated
thereto. The Company defines its related parties on a quarterly basis and materiality is determined based on transaction type and value.
Company's Audit Committee Charter is attached as Schedule "A" to the Company's 2021 AIF, which is available on
the Company's SEDAR profile at www.sedar.com.