1.  to table the audited financial statements for the financial year ended June 30, 2022, together with the report of the auditors and the management’s discussion and analysis thereon;

2.  to fix the number of directors to be elected at nine (9);

3.  to elect the directors for the ensuing year;

4.  to appoint the auditor for the ensuing year;

5.  to consider, and if thought advisable, pass an ordinary resolution to approve an amendment to our 10% “Rolling” Stock Option Plan, as more particularly described in the accompanying Management Information Circular, under “Particulars of Matters to be Acted Upon - Stock Option Plan Amendment”;

6.  to consider, and if thought advisable, pass an ordinary resolution to approve an amendment to our Restricted Share Unit Plan, as more particularly described in the accompanying Management Information Circular, under “Particulars of Matters to be Acted Upon - Restricted Share Unit Plan Amendment”;

7.  to consider, and if thought advisable, pass an ordinary resolution to approve an amendment to our Performance Share Unit Plan, as more particularly described in the accompanying Management Information Circular, under “Particulars of Matters to be Acted Upon - Performance Share Unit Plan Amendment”;

8.  to consider, and if thought advisable, pass an ordinary resolution to approve an amendment to our Fixed Deferred Share Unit Plan, as more particularly described in the accompanying Management Information Circular, under “Particulars of Matters to be Acted Upon - Fixed Deferred Share Unit Plan Amendment”; and

9.  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”.

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 year ended June 30, 2022 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/.

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

Miguel Martin
Chief Executive Officer

Ron Funk
Chairman

At the Meeting, shareholders will be asked to approve amendments to the Company’s Stock Option Plan, Fixed Restricted Share Unit Plan, Fixed Performance Share Unit Plan, and Fixed Deferred Share Unit Plan.

Our proposed amendments include:

•     The introduction of Non-Employee Director Limits, where applicable, and restrictions requiring shareholder approval in respect of amendments to such limits.

•      Lowering the total dilution to shareholders under all plans from 10% to 7.5% of the issued and outstanding shares, with no more than 4% of the issued and outstanding shares in aggregate issuable as full value awards (RSUs, PSUs, and DSUs).

•      The introduction of the sub-limit on full value awards which lowers the overall cost of the plans to shareholder but also provides the Board and HRCC flexibility to switch between award types to meet the changing compensation needs of the Company.

These changes bring the total cost of the plans and the plan participation restrictions into better alignment with TSX Composite Index constituents and the proxy voting guidelines of the major proxy advisors.

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.

For fiscal 2022, a significant portion of each Named Executive Officer’s pay was “at-risk” and performance based.    

The HR & Compensation Committee responded to shareholders’ low support for the 2021 say-on-pay vote and recommended changes to the executive compensation program moving forward, putting more of the executive pay “at risk” and performance based.

Please refer to the Compensation Discussion & Analysis for details.

Beneficial Shareholders

Shares held with a broker, bank or other intermediary

Registered Shareholders

Shares held in own name (physical certificate or DRS)

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 September 20, 2022 (unless stated otherwise)

The Company has elected to use the notice and access procedure (“Notice and Access”) available in National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”) and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) for the delivery of meeting materials to shareholders for the Meeting. Under Notice and Access provisions, shareholders will receive a notice (“Notice and Access Notice”) containing information on how they can access this Information Circular and accompanying Notice of Meeting (the “Meeting Materials”) electronically instead of receiving a printed copy, and if a shareholder wishes, how to receive a printed copy of the Meeting Materials. Together with the Notice and Access Notice, shareholders will receive a proxy (“Proxy”), in the case of Registered Shareholders (as defined below), enabling them to vote at the Meeting. The Meeting Materials will be posted on the Company’s website at https://investor.auroramj.com/ and will remain on the website for one year. The Meeting Materials will also be available on the Company’s corporate profile at www.sedar.com. All Registered and Beneficial Shareholders will receive a Notice and Access Notice.

The individuals named in the accompanying form of Proxy are officers and/or directors of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than any of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and vote on your behalf at the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy FOR the approval of such matter.

Shareholders who hold Common Shares registered in their own name (“Registered Shareholders”) may wish to vote by proxy whether or not they are able to attend the virtual Meeting. Registered Shareholders may choose one of the following options to submit their Proxy:

•    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.

The following information is of significant importance to Beneficial Shareholders. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States (the “U.S.”), under the name of Cede & Co. as nominee for The Depository Trust and Clearing Corporation (which acts as depositary for many U.S. brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

You should carefully follow the instructions of your broker or intermediary in order to ensure that your Common Shares are voted at the Meeting.

The form of Proxy supplied to you by your broker will be similar to the Proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a Voting Instruction Form (a “VIF”) in lieu of a Proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person, other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting. The person you appoint as a representative need not be a shareholder of the Company. You may appoint yourself as the representative of your Common Shares. To exercise your right to appoint a representative, insert the name of the desired representative (which may be you) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with Broadridge’s instructions, well in advance of the Meeting in order to have the Common Shares voted at the Meeting or to have an alternate representative duly appointed to attend the virtual Meeting and vote your Common Shares. Beneficial Shareholders may be contacted by Laurel Hill to conveniently obtain a vote directly over the phone using Broadridge’s QuickVote™ application.

If you have any questions or need assistance with the completion and delivery of your VIF, please contact Aurora’s shareholder communication advisor and proxy solicitation agent, Laurel Hill, by telephone at 1.877.452.7184 (toll-free in North America) or 1.416.304.0211 (collect call outside North America) or by email at assistance@laurelhill.com.

Additional Information for Appointing a Proxyholder

(Registered and Beneficial Shareholders)

Shareholders who wish to appoint someone other than the Aurora representatives named in the form of Proxy or VIF as their proxyholder to participate at the Meeting as their proxy and vote their shares MUST first submit their Proxy or VIF, as applicable, appointing that person as proxyholder AND then register that proxyholder online, as described below.

Registering your proxyholder is an additional step that must be completed AFTER you have submitted your Proxy or VIF. Failure to register the proxyholder will result in the proxyholder not receiving a username that is required to participate and vote at the Meeting.

To register a proxyholder, shareholders MUST visit https://www.computershare.com/Aurora no later than Wednesday, November 9, 2022, at 1:00 p.m. Eastern and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email.

United States Beneficial holders: To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:

Computershare
100 University Avenue, 8^th Floor
Toronto, ON M5J 2Y1

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.

The solicitation of proxies is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), by virtue of an exemption applicable to proxy solicitations by foreign private issuers as defined in Rule 3b-4 of the U.S. Exchange Act. Accordingly, this Information Circular has been prepared in accordance with applicable Canadian disclosure requirements. Shareholders of the United States should be aware that such requirements differ from those of the United States applicable to proxy statements under the U.S. Exchange Act.

Any information concerning the Company and its operations has been prepared in accordance with Canadian standards under applicable Canadian securities laws and may not be comparable to similar information for United States companies.

Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, and are subject to auditing and auditor independence standards in Canada which will differ in certain respects from United States generally accepted accounting principles and from practices prescribed by the U.S. Securities and Exchange Commission (“SEC”) and thus, may not be comparable to financial statements of United States companies. Such consequences for shareholders who are resident in, or citizens of, the U.S. may not be described fully in this Information Circular.

The enforcement by shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated or organized under the laws of a foreign country, that some or all of their officers and directors and the experts named herein are residents of a foreign country and a substantial portion of the Company’s assets and the assets of such persons are located outside of the United States.

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a Proxy may revoke it by:

•   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 be 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/448153163. 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 “aurora2022” (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.

The Board has fixed September 20, 2022 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 September 20, 2022.

The Company is authorized to issue an unlimited number of Common Shares without par value. As of September 20, 2022, there were 300,437,433 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, 2022.

Class “A” Shares: Class “A” Shares may be issued from time to time in one or more series, and the directors may fix from time to time before such issue the number of Class “A” Shares of each series and the designation, rights and restrictions attached thereto including any voting rights, dividend rights, redemption, purchase or conversion rights, sinking fund or other provisions. The Class “A” Shares rank in priority over Common Shares and any other shares ranking by their terms junior to the Class “A” Shares as to dividends and return of capital upon liquidation, dissolution or winding up of the Company or any other return of capital or distribution of the assets of the Company.

Class “B” Shares: Class “B” Shares may be issued from time to time in one or more series, and the directors may fix from time to time before such issue the number of Class B shares of each series and the designation, rights and privileges attached thereto including any voting rights, dividend rights, redemption, purchase or conversion rights, sinking fund or other provisions. The Class “B” Shares rank in priority over Common Shares and any other shares ranking by their terms junior to the Class “B” Shares as to dividends and return of capital upon liquidation, dissolution or winding up of the Company or any other return of capital or distribution of the assets of the Company.

Documents Incorporated by Reference

The following documents filed with the securities commissions or similar authority in all provinces of Canada are specifically incorporated by reference in this Information Circular:

►  The Company’s audited financial statements for the financial years ended June 30, 2022 and June 30, 2021, the reports of the auditor’s thereon, and the related management’s discussion and analysis; and

►  The Charter of the Company’s audit committee (the “Audit Committee”), a copy of which is attached as Schedule “A” to the 2022 AIF.

Votes Necessary to Pass Resolutions

Areas of expertise:

› Marketing

› Strategy

› Consumer/customer insights

› Public policy

› International markets

Public Directorships

(past 5 years):

Board

Audit Committee

Science and Innovation Committee (Chair)

Areas of expertise:

› Audit and risk management

› Financial reporting/oversight

› Strategic planning and operations

› International markets

Public Directorships

(past 5 years):

Board⁽³⁾

N&CGC⁽³⁾

Audit⁽³⁾

Last year, all resolutions received at least majority support, and all director nominees were successfully elected to the Board with support in the range of 80% - 93% of votes cast in favour. However, the say-on-pay resolution and the HRCC members received the lowest support of all resolutions on the agenda.

In response to the low shareholder support for the say-on-pay resolution, the HRCC reviewed the top concerns expressed by shareholders regarding the compensation practices of the Company, which mirrored the concerns expressed by the proxy advisor ISS and included the total quantum of executive compensation and pay-for-performance alignment. As a result, the HRCC made the decision to adapt the Company’s approach to executive compensation to promote the long-term interests of shareholders. Please refer to the “Compensation Discussion and Analysis” section of this Information Circular for more details. The Board members, and particularly the HRCC members, are sensitive to the opinions expressed by shareholders and value the feedback. The HRCC will continue to be responsive to shareholders to ensure the compensation program of the Company is in alignment with best practices and shareholder expectations.

At the Meeting, shareholders will be asked to approve amendments to the Company’s 10% “rolling” share option plan (the “Option Plan”), Fixed Restricted Share Unit Plan (“RSU Plan”), Fixed Performance Share Unit Plan (“PSU Plan”), and Fixed Deferred Share Unit Plan (“DSU Plan”). Our proposed amendments include:

•     The introduction of Non-Employee Director Limits, where applicable, and restrictions requiring shareholder approval in respect of amendments to such limits.

•   Lowering the total dilution to shareholders under all plans from 10% to 7.5% of the issued and outstanding shares, with no more than 4% of the issued and outstanding shares in aggregate issuable as full value awards (RSUs, PSUs, and DSUs).

•       The introduction of the sub-limit on full value awards lowers the overall cost of the plans to shareholder but also provides the Board and HRCC flexibility to switch between award types to meet the changing compensation needs of the Company.

These changes bring the total cost of the plans and the plan participation restrictions into better alignment with TSX Composite Index constituents and the proxy voting guidelines of the major proxy advisors.

Governance Highlights: Fiscal 2022 and Beyond

As we continue to mature as an organization within a dynamic cannabis industry, we have worked to ensure continued improvement in our corporate governance framework, for both alignment with best practices and to support the Company’s growth and path towards long-term success and shareholder value creation.

Strengthening the Board and Committees

In January 2022, we welcomed Chitwant Kohli to the Board 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. In addition to holding an MBA, Mr. Kohli obtained his Master of Laws in Technology and Innovation Laws in 2019 from the University of Toronto, He is currently a member of the Audit Committee and N&CGC, and we are grateful for his many contributions to date.

Also in January 2022, Theresa Firestone, who was appointed as a director in July 2021, was appointed to Chair of the HRCC. Ms. Firestone is an accomplished business leader and brings a wealth of knowledge and experience to her new role. The Board thanks Adam Szweras for his many contributions in this role over the past few years.

Strengthening Environmental, Social and Governance (ESG) Practices and Oversight

As a publicly listed cannabis company, we understand the importance of building environmental sustainability, social responsibility, and effective corporate governance into all aspects of our business. To outline our commitment to understanding the impact of our business activities on the broader community and the environment, and to becoming an employer of choice to our workforce and valued partner to our communities, the Board, upon recommendation of the N&CGC, has introduced an ESG Policy. Our approach to ESG is intended to be thoughtful, allowing us to over time make continuous improvements, specifically in those areas where we have the ability to make an impact. We will continue to review and adapt this policy to ensure it meets our ESG goals as they fit within our broader strategy. Within this section you will find additional information regarding the Board and N&CGC’s oversight role with respect to ESG matters at Aurora, as well as an overview of the various ESG initiatives and successes during fiscal 2022. The ESG Policy can be found on the Company’s website at https://investor.auroramj.com/about-aurora/corporate-governance/.

Board Mandate

The Board has oversight responsibility for the stewardship of the Company and its business and is accountable to the shareholders for the performance of the Company. The Board has clearly delineated its role and the role of management. The role of the Board is to supervise the management of the Company’s business and affairs, with the objective of creating value for shareholders and taking into account the interests of other stakeholders. Management’s role is to conduct the day-to-day operations in a way that will meet this objective. The Board carries out its responsibilities, in consultation with management, by establishing key policies and standards, including policies for the assessment and management of the Company’s principal risks, by reviewing and approving the Company’s strategic plans and engaging and ensuring the continuity of executive management that possess the character, skills and experience required to attain the Company’s goals. The Board has the statutory obligation to act honestly and in good faith with a view to the best interests of the Company, including all shareholders and its stakeholders.

The Board’s responsibilities include, but are not limited to, overseeing:

• strategic planning;

• risk assessment processes;

• financial reporting and internal controls; and

• corporate disclosure and communication.

The Board discharges its responsibilities either directly or through its established committees, being the Audit Committee, the N&CGC, the HRCC and the Science and Innovation Committee (collectively, the “Committees”).

The Board Mandate is reviewed and updated if required on an annual basis. This year the Board Mandate was extensively updated to provide for the oversight of important issues, such as ESG and the reputation and culture of the Company. The full text is posted on our website at: https://investor.auroramj.com/about-aurora/corporate-governance/.

Cyber risk on the rise, Understanding Business Risks and Mitigating from Cyber threats and Privacy Breaches

23^rd Annual Corporate Governance Conference, Toronto

August 17/18, 2021

Board Effectiveness Best Practices

23^rd Annual Corporate Governance Conference, Toronto

August 17/18, 2021

2021 Summit: In conversation: The CEO/Board Relationship

October 1, 2021

2021 Summit: Big Data, AI, & the Implications for Business Strategy & Ethics

October 1, 2021

Elevating your Board Effectiveness

BMO/Women Get on Board

October 5, 2021

2021 Summit: Curbing the Chaos: The Board’s Role in Climate-Strategy

October 6, 2021

Board Evaluations: Raising the Bar on Board Effectiveness 

Institute of Corporate Directors

ICD.D

October 20, 2021

Accounting Conference – audit committee topical issues

University of Toronto

October 29, 2021

The Future Evolution of ESG

The Podium Club, Deloitte

November 16, 2021

Cyber risk and Governance, CEO insights on what investors and public companies need to know

Glass Lewis

December 1, 2021

Topical issues for audit chairs

Grant Thornton

December 2, 2021

Audit Committee Effectiveness

Institute of Corporate Directors

ICD.D

January 2022

2022 Glass Lewis/ISS guideline review

(Full Board attendance)

Laurel Hill Advisory Group

February 2, 2022

Current Global Geopolitical Outlook (webinar)

Eurasia Group (Ian Bremmer, President)

March 10, 2022

DEI, Anti-racism and Anti-oppression

Ontario Caregivers Organization Education for Directors

March 20, 2022

The Chair of the Future

Podium Club, Deloitte

April 21, 2022

Risk Management

Institute of Corporate Directors

ICD.D

May 2022

Women Get on Board Annual Day Summit Presentations/Discussions on ESG, Diversity, Climate Change, Cybersecurity and Activism

Toronto Board of Trade

May 18, 2022

ESG Board Training

(Full Board attendance)

Stikeman Elliott LLP

September 23, 2022

The Board has implemented, and reviews, from time to time, a comprehensive process to annually assess its effectiveness, as well as the effectiveness of its committees, the Chairman, the committee chairs (the “Committee Chairs”) and individual directors. This process is under the supervision of the N&CGC and, for fiscal 2022, was comprised of the following steps:

1.  A questionnaire was prepared and sent to each director, consisting of questions and statements related to Board structure, processes and performance, and the directors were asked to rate each statement and provide written feedback.

2.  Following receipt of the completed questionnaires, the results were aggregated and shared with the N&CGC and the full Board for discussion.

3.  All Board members then participated in strategic planning education, in addition to their individual director education plans.

4.  One-on-one discussions were then held between the Board Chair and each director to discuss Board evolution over the planning horizon and to provide individualized performance feedback.

The Chairman, in collaboration with the corporate secretary (“Corporate Secretary”) and Committee Chairs, has the responsibility of establishing a schedule for the meetings of the Board and its Committees. During this process, Board and Committee working plans are established for the year, in collaboration with applicable executives. We believe that proceeding in this manner helps in the preparation of in-depth presentations conducive to meaningful information sessions and discussions while allowing management to plan ahead. If, during the course of the year, events or circumstances require Board or Committee action or consideration, additional meetings are called.

Communication regularly takes place between the Chairman and the Company’s executives and, through the Corporate Secretary, between executive officers having responsibilities for matters placed under the supervision of particular Committees and Committee Chairs. This open communication ensures that all meaningful information concerning the affairs and progress of the Company are transmitted to those members of the Board or Committees having special supervisory responsibilities.

We recognize the importance of having a diverse executive management team and believe that experience, perspective and relatability facilitate innovation and help to empower and enable teams. Effective talent management, leadership development, succession planning, and employee engagement are priorities for the Board and the HRCC. In recruiting, management is responsible for considering candidates for executive management appointments that possess the qualifications, competencies, experience, leadership skills and level of commitment required to fulfill executive functions. The importance of representation of diverse groups is also considered when filling these positions. The Company’s long-term goal is to promote from within, and therefore we believe it is important to have diversity at all levels of the organization, providing us with a strong pool of diversified candidates for future executive management positions.

Currently, the Company tracks the number and percentage of women in senior leadership roles and focuses on developing this talent pipeline. We believe that the most effective way to achieve our goal of increasing the representation of women in leadership roles is to identify high-potential women within the Company and work with them to ensure they develop the skills, acquire the experience and have the opportunities necessary to become effective leaders.

As of the date of this Information Circular, two (2) out of nine (9) members (22%) of our executive management team are female. In addition, 7 out of 20 of our vice-presidents and senior vice-presidents within Canada (35%) are female, and globally, 7 out of 23 (30%) are female.

In October 2021, the Company announced a New Acre Project sponsorship to support ALUS (originally an acronym for Alternative Land Use Services). The commitment is intended to fund environmental programs in the communities where Aurora facilities are located. The sponsorship creates shared value for Aurora's customers, consumers, and patients by taking action to address climate change, help communities solve local environmental challenges and protect biodiversity through the restoration of natural habitats. With support from Aurora, ALUS will steward 50 New Acre Project acres, helping to restore wetlands and grasslands, create pollinator and wildlife habitats, reforest, and establish other ecologically beneficial projects.

ALUS is a charitable organization that sustains agriculture and biodiversity for the benefit of communities and future generations. ALUS provides direct financial and technical support to a network of more than a thousand farmers and ranchers who deliver ecosystem services in more than 30 communities across Canada, such as cleaner air, cleaner water, carbon sequestration, erosion control, flood mitigation, pollinator support and wildlife habitat. ALUS' New Acre Project helps corporations exceed sustainability objectives by supporting farmers and ranchers to build nature on their land. Learn more at newacre.org and ALUS.ca. 

We believe in the importance of having regular and constructive communication with shareholders to create an open, candid, and productive dialogue. We communicate with our shareholders through various channels, including our news releases, website and social media feeds, presentations at investor and industry conferences, quarterly earnings calls, and through the updates and information relayed within our annual report, management proxy circular, annual information form and quarterly reports. We also consider the annual “say-on-pay” vote in relation to our executive compensation practices as an important way to reach out to get feedback from our shareholders.

We encourage shareholders to contact the Board directly with any questions or concerns. Letters or emails should be marked confidential and addressed to the Chairman as follows:

Attn: Chairman of the Board
Aurora Cannabis Inc.
500 - 10355 Jasper Avenue
Edmonton, AB T5J 1Y6

Email: chairman@auroramj.com

You can communicate with the Chairman anonymously, but we encourage you to identify yourself so he can acknowledge your communication. You can also send an email to: ir@auroramj.com and our investor relations team will direct your communication to the appropriate contact.

Our compliance responsibilities are broad, far-reaching and complex, spanning our subsidiaries, global operations and regions. Our executive officers and management are responsible for managing and overseeing the organization’s compliance with applicable laws and regulations. As such, we have established an ethics and compliance program (the “Program”) to promote our culture of ethical and lawful conduct and to provide senior-level management, accountability and oversight to prevent, detect and correct non-compliance or unethical conduct. The Program includes:

•  regular day-to-day managing of compliance and supporting policies, processes and controls;

•  reporting on compliance initiatives and effectiveness to the Ethics and Compliance Committee (the “Ethics Committee”);

•  regular oversight of compliance initiatives and related decision-making by the Ethics Committee;

•  mechanisms to prevent, detect and correct violations, including corrective actions and discipline;

•  ongoing education, training and acknowledgement of ethics and compliance responsibilities for all employees; and

•  risk-based monitoring and assurance of compliance obligations to support strong governance, risk management and internal control.

The EVP, General Counsel and Corporate Secretary has overall responsibility for the Program, including acting as the Chair for the Ethics Committee. The Ethics Committee has day-to-day oversight responsibility for the Program. These responsibilities include, but are not limited to:

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

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

•  directing the creation of and approving training programs for the Code and Program.

The Board, through the Audit Committee, receives periodic reporting from management and provides oversight to the Program and its implementation. At least annually, the Board reviews the Program to best align it with the organization’s needs.

The centerpiece of the Program is our Code of Business Conduct and Ethics (the “Code”), which applies to all directors, officers and employees. A copy of the Code can be found on our website at: https://investor.auroramj.com/about-aurora/corporate-governance/. The Code provides principles of conduct that Aurora follows to ensure its business is conducted with integrity and in compliance with the law.

The Board and management monitor compliance with the Code in various ways, which are described below. The Company has not filed any material change report that pertains to any conduct of a director or executive officer that constitutes a departure from the Code.

In addition to the Code, the additional policies listed below provide organizational guidance on the conduct and ethics expectations for all directors, officers and employees in specific areas, and are reviewed regularly.

• Anti-Bribery and Corruption Policy

• Anti-Money Laundering Policy

• Aurora’s Shared Values and Performance Management System

• Commitment to Health, Safety and the Environment Policy

• Disclosure, Confidentiality and Insider Trading Policy

• Discrimination and Harassment Policy

• Quality Policy

• Progressive Discipline Policy

• Whistleblower Policy

Aurora’s Compliance, Risk and Assurance (“CRA”) function has a mandate to provide senior management and the Audit Committee with value-added, independent, and objective assurance, advice and ongoing assessments regarding systems and practices of risk management, internal control and corporate governance that aide Aurora in meeting its strategic objectives. CRA undertakes systematic and disciplined evaluations and works with management and the Audit Committee to enact a system of governance that:

•  enables the effectiveness and efficiency of the Company’s operations, including the achievement of operational and financial goals, and the safeguarding of assets against loss;

•  supports the creation, management and protection of information that is reliable, timely and transparent to support internal and external financial and non-financial reporting in a manner that meets regulatory requirements, professional standard, and internal policies;

•  adheres to laws and regulations; and

•  implements adequate internal controls and procedures to support the above objectives and ensures that those controls are both monitored and functioning as intended.

Aurora takes cybersecurity risk very seriously. Cybersecurity incidents are increasing in both number and severity across the world. This trend is expected to continue, making the protection of sensitive company and patient data when it is stored, transmitted, and processed through our systems of the utmost importance.

We implemented an information security program based on the National Institute of Standard and Technology (“NIST”) Cyber Security Framework (“CSF”). The framework requires the application of principles, risk management best practices, and improving security and resilience of critical infrastructure. To meet NIST-CSF Requirements, we used the Center for Internet Security (“CIS”) Critical Security Controls as our implementation guideline. We have implemented 65% of the controls and are in the process of implementing the remainder. All controls are reviewed annually, quarterly, and monthly as required.

We have a Cyber Security Incident Response Plan, and we perform an annual simulation to ensure we can respond to threats as quickly as possible. We have a monitoring and alerting service through a third-party watching our systems to ensure we are protected which operates 24 hours a day, 7 days a week, 365 days per year.

We use our cybersecurity training platform to issue campaigns that include regular awareness training that all staff are required to complete and monthly email phishing campaigns in an effort to continually educate our staff on the common trends in cybersecurity. All our compliance, training, and protection statistics are reported on every quarter to reflect our industry posture.

We have adopted various mandates, policies and practices to support our governance framework. The following documents, among others, are key components of our corporate governance and can be found on our website at https://investor.auroramj.com/about-aurora/corporate-governance/.

• Articles

• Board Mandate

• Charter of the Audit Committee

• Charter of the Human Resources and Compensation Committee

• Charter of the Nominating and Corporate Governance Committee

• Charter of the Science and Innovation Committee

• Code of Business Conduct and Ethics

• Whistleblower Policy

• Related Party Transactions Policy

• Advance Notice Policy

• Majority Voting Policy

Dear Shareholder:

On behalf of Aurora’s Human Resources & Compensation Committee, we would like to take this opportunity to share with you our approach for determining executive compensation at Aurora and, specifically, the performance assessment framework employed by the HRCC in determining executive pay in fiscal 2022.

During fiscal 2022, we continued to meaningfully transform the business, recognizing the ongoing need for elevating our leadership and strategy and renewing Aurora’s focus, all amidst a volatile industry and the ongoing COVID-19 pandemic.

Continued Business Transformation and Path Forward

As Miguel Martin, our CEO, completed the second year in his role, he continues to show why he is the right leader for the job. With his commitment to driving excellence, his clear vision for the future of Aurora, and an ability to make difficult decisions to move the Company forward, Mr. Martin has continued to lead the organization with commitment and integrity. Despite the unique challenges presented by the Canadian cannabis industry, his vision has been clear from the start: we must focus on our patients and customers who rely on us, while moving to profitability as an organization, with the first step being our stated commitment to achieving positive adjusted EBITDA.

As part of the journey to profitability, we had to make difficult but necessary decisions to reset our operational and SG&A footprint. Restructuring is never easy, and impacting employees is the last thing that we want to do, however the structures that were in place represented the past version of the Canadian cannabis company experience, and it was clear that a reset was needed. In fiscal 2022 we closed our Polaris, Sky, Valley, and Alpha Lake facilities. We also partnered with an external consulting firm to reset our SG&A structure both from a payroll and non-payroll perspective. Streamlining our corporate functions and resetting the cost structure to meet our current business needs were necessary for our long-term sustainability. As part of our corporate structure reset, we moved from a market-based structure to a global organizational model which recognizes that international expansion is a key element of our go-forward strategy. Our new model enables greater agility and efficiency for us to capitalize on new international markets as these opportunities become available.

Since 2020, we have worked to right-size our operational footprint and our employee population. While many other organizations are beginning their restructuring journeys now, Aurora has been ahead of the pack, moving towards profitability and future shareholder value creation.

As we continue to right-size and transform the business, we have also driven significant successes, including:

•  Medical Leadership: Aurora today is the #1 Canadian LP in global medical cannabis sales, having delivered continued strong performance in domestic and international medical markets. In Canada’s medical market, we have #1 market share position by revenue and expect this to translate into further global success. We believe global leadership in medical cannabis will translate to consumer market leadership in the long run as we focus on being a science first, highly compliant and responsible medical cannabis operator. These competencies are expected to drive credibility and confidence with global cannabis regulators as new regulatory regimes emerge.

•  Financial Leadership in a Rapidly Maturing Industry: Aurora has one of the strongest balance sheets in the Canadian Cannabis industry with approximately $370 million of cash on hand as of September 20, 2022, and access to securities registered for sale under a base shelf prospectus filed on March 30, 2021, currently covering approximately US$713.7 million of issuable securities, including US$186.2 million remaining securities for sale under the existing at-the-market (ATM) program. Cash flow continues to improve with $22.5 million used in operations, including working capital and restructuring and severance payments of $6.8 million Q4 2022, and minimal levels of capital expenditures. The ongoing cost transformation program is expected to continue to improve operating cash use over the next several quarters.

•  Science and Innovation: We believe that our scientific leadership and ongoing investment in cannabis breeding and genetics provides Aurora with a strong competitive advantage in premium margin consumer and medical categories driven by what we believe to be our industry leading genetics and breeding program located at Aurora Coast, a state-of-the-art facility in Vancouver Island’s Comox Valley. In November 2021, we further strengthened our leadership with the launch our new genetics licensing business unit - Occo, which is expected to drive revenues by injecting rotation and variety into our product pipeline and has delivered nine new proprietary cultivars to our product pipeline since June 2021. These new cultivars have consistently delivered high potency flower with intensely aromatic profiles - critical attributes to delight consumers and deliver the effects patients are seeking. Since its first harvest in spring 2022, Sourdough has consistently delivered >28% THC (average of 28.8%) in our San Rafael brand and Gasberry Pie, available in flower, pre-roll and vape formats under our Daily Special brand, is also a consistently super-high THC cultivar delivering as high as 31% (average of 28.7%) at scale.

In addition, high quality and high potency cultivars that also deliver meaningful improvements in yield are setting Aurora up for long-term success with lower per gram cultivation costs. Farm Gas delivers nearly double the yield of our traditional staple cultivars and does so at an average of 26.5% THC. Aurora’s “next-generation” cultivars, developed in-house and produced across our network of sites, allow us to produce top quality flower at industry leading margins. We plan to launch an additional suite of four new cultivars this fall in our Medical and Consumer channels and have a pipeline to deliver new innovation throughout the next fiscal year.

• International Expansion: Fiscal 2022 included many key milestones for global cannabis markets generally, but particularly for Aurora’s international business. We began production of high-quality medical cannabis flower in our German facility where we are one of only three companies with a domestic production license; we completed our fourth shipment to France where we are the exclusive supplier of dry flower for the French medical cannabis pilot program; we had our single largest quarterly revenue into Australia in Q4 FY22 and we are optimistic for the Australian medical cannabis market opportunity in the coming year; and we announced our partnership with the Growery and our expected entry into the Dutch consumer cannabis market. We have been developing relationships in global markets for several years now, and these investments are beginning to bear significant fruit. We remain excited by the prospects for revenue growth globally and continue to allocate significant resources to these growing regions.

•  Employees: As we continue to navigate through the COVID-19 global pandemic, we’ve continued to invest in, and listen to the needs and supports required by our global employee base. We continued to successfully manage the ongoing COVID-19 pandemic, with a primary focus on safely maintaining operations and our commitment to service patients and consumers and provide a healthy workplace for all Aurora employees. We announced our ‘remote-first’ working policy for all Canadian non-facility-based staff, giving our employees the flexibility to work from any location in Canada, also enabling us to significantly reduce our Corporate real estate footprint and related expenses. We have remained focused on attracting and retaining the highest quality talent, with several new top talent added to our executive team in FY2022. Additionally, we completed the acquisition of Thrive Cannabis, and with that welcomed aboard new talent with deep cannabis expertise. We are excited about the appointment of Geoff Hoover, Thrive’s ex-CEO, to the position of Senior Vice President, Consumer who now leads our Canadian consumer cannabis business unit.

We believe that due to these efforts and renewed vision, we are a stronger company today than we have ever been.

2022 Compensation Decisions

In determining compensation for fiscal 2022, we considered several factors including:

·       performance against established corporate objectives;

·       divisional performance results;

·       individual performance and demonstrated enterprise leadership; and

·       benchmarking against peer group.

Our target compensation programs fall in the 50^th percentile range of our peer group, and we ensure that we are making responsible and reasonable decisions for executives and the Company as a whole. We believe that our Named Executive Officers (NEOs) and senior leaders should have the majority of their compensation mix at-risk, in line with shareholders, and our programs are structured as such. We encourage you to note the difference between potential earnings and actual earnings. For example, while targets represent potential compensation, NEO short-term incentives (STI) actual payout for fiscal 2022 was well below target with no additional discretionary payouts provided. We believe this context matters.

By extension, when reviewing the summary compensation table within the Statement of Executive Compensation, we note that Mr. Martin’s total compensation includes the 2^nd tranche of a retention amount made under a legacy agreement with Mr. Martin on closing of the acquisition of Reliva in May 2020, prior to him stepping into the Aurora CEO role. This commitment was made almost two and half years ago as part of the acquisition, and before our search for a new CEO began. The amount under the commitment is allocated and awarded annually over three years, with the 3^rd and final tranche to be made in May 2023.

As we review the year in compensation, we note that we have made significant strides in ensuring our compensation decisions are reasonable and aligned with the risk profile appropriate for senior leadership. We believe you will see this in the CD&A.

Future Executive Compensation Changes

Given the say-on-pay feedback last year, we recognized the need to further evolve executive compensation practices to those more in line with market best practice. While compensation programs need to attract and retain the critical talent that we need to move our business forward, they should reflect performance as a primary driver of pay, as well as align to shareholder goals and values. To that end, effective fiscal 2024, the Board, in consultation with our external compensation consultant Meridian, has approved a new executive compensation program that moves Company performance to the forefront of driving compensation outcomes.

The key changes to the program include:

·       50% of the long-term incentive (LTI) award mix will be performance based for executives which is up from 40%.

·       80% of the CEO compensation will be variable and “at-risk” (STI & LTI).

·       75% of the EVP and CFO compensation will be variable and “at-risk” (STI & LTI).

·       The target mix will be better aligned to market (Executives: 25% base salary, 25% STI and 50% LTIs).

·       The CEO mix will remain at 20% base salary, 20% STI and 60% LTI.

·       The total target cash will be at the 50^th percentile range of our peer group.

As we launch the compensation program changes, the Board has further decided that for fiscal 2023, there will be no salary increases for the executives, with the exception of a market adjustment to one NEO who is below market range. To be clear, CEO, CFO, and the majority of EVP base salaries will remain unchanged this fiscal year.

We will continue to seek feedback on our executive pay programs. Based on this feedback, we will continue to take action to improve our overall governance and compensation alignment.

We are confident that the compensation outcomes disclosed in this circular align our management team with Aurora’s strategic direction and support long-term value creation for our shareholders, and better align Aurora with market best practices. We encourage you to read our CD&A and vote in favour of our say-on-pay proposal.

We thank you for your continued support.

Theresa Firestone                                       Ron Funk
Chair of the HRCC                                            Chairman of the Board

► Miguel Martin, CEO;

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

► Alex Miller, EVP, Operations and Supply Chain;

► Lori Schick, EVP, Human Resources;

► Andre Jerome, EVP, Global Business Development; and

► Jillian Swainson, former Chief Legal Officer