Company Announcements

Are Encouraged by the Positive Governance and Operational Measures Implemented Under New Board Chair Kevin Tang

Believe Shareholders Would Be Better Served by the Removal of CEO Peter Greenleaf, Who Has a Track Record of Anti-Investor Behavior and Value Destruction

Call for Mr. Greenleaf to Resign as CEO, Additional Improvements to the Executive Compensation Program and Greater Transparency on Key Corporate Matters

CAYMAN ISLANDS--(BUSINESS WIRE)--Apr. 23, 2025-- MKT Capital Ltd. and Lucien Selce (together with certain of their affiliates, “we”), who collectively own significant equity stakes in Aurinia Pharmaceuticals Inc. (NASDAQ: AUPH) ("Aurinia" or the "Company"), today issued the following letter to shareholders.

Fellow Shareholders,

We have each been investors in Aurinia since 2019 and 2020, respectively, and have a history of advocating for enhanced governance and stronger alignment between the Company’s leadership and shareholders. We are encouraged by the fact that since Kevin Tang was appointed Chair of the Board of Directors (the “Board”) in late 2024, the Company has undergone positive governance and operational changes that reflect some of the reforms we have individually called for. These improvements include reducing the size of the Board from nine to six members, appointing four new independent directors, discontinuing non-core R&D programs – which has generated over $50 million in annual savings – launching a $150 million share repurchase program and eliminating time-based RSUs in favor of performance-based awards.

While we acknowledge that the changes under Mr. Tang represent progress, we believe there is more work to be done. We believe Aurinia shareholders would benefit from a leaner, more accountable Board that is completely aligned with shareholders and free of the entrenched leadership. This is why we intend toWITHHOLD support for CEO Peter Greenleaf at the 2025 Annual General Meeting of Shareholders (the “AGM”) on May 15.

We believe Mr. Greenleaf should be held accountable for the following:

• A record of misalignment and value destruction. Based on a review of public materials, it’s evident that the Company did not conduct a fulsome exploration of strategic alternatives. As shareholders, we are deeply disappointed in Mr. Greenleaf and the Board’s failure to secure a value-maximizing sale of the Company. Today, Aurinia’s stock remains depressed at approximately $8, well below historical highs of nearly $35 per share. Despite persistent stock and operational underperformance, Mr. Greenleaf was awarded over 1.55 million RSUs from 2022 to 2024. This represents entrenched managerial self-interest – not shareholder-focused governance.
  

• An apparently strong influence over the Board that has seemingly enabled him to evade accountability and ignore the will of shareholders. In 2024, after shareholders withheld support for Mr. Greenleaf’s re-election, the Board retained him under the guise of “exceptional circumstances.”¹ To this day, those circumstances have never been publicly explained. We believe this was not a response to legitimate business risk – but a mechanism designed to allow Mr. Greenleaf to remain in power and continue receiving equity awards. This maneuver underscores the lack of transparency and respect for shareholder will that has characterized his tenure.
  

• An unacceptable lack of transparency regarding the Company’s legal risks. In April 2025, Aurinia filed three separate patent infringement lawsuits in the United States District Court for the District of New Jersey against Hikma Pharmaceuticals USA Inc. (April 10), Lotus Pharmaceutical Co., Ltd. (April 11) and Galenicum Health S.L.U. (April 17). These actions concern generic challenges to the Company’s key intellectual property around LUPKYNIS.Despite their material nature, none of these lawsuits were disclosed by the Company through a press release or shareholder communication. Instead, they became public only through legal databases and third-party media. We consider this lack of transparency unacceptable for a publicly traded company – especially one engaged in active litigation to protect its core asset.

If shareholders want Aurinia to operate transparently, efficiently and for their benefit – then we believe Mr.Greenleaf must go. In addition to the removal of Mr. Greenleaf from the Board, we would like to see the following occur:

1. Mr. Greenleaf’s resignation from all executive and non-executive roles.
2. A public commitment to maximizing shareholder value, including a receptiveness to new M&A discussions – particularly in light of the upcoming AUR200 Phase 1 results expected in the second half of 2025.
3. Full transparency on all ongoing litigation, regulatory risks and strategic matters.
4. Continued optimization of the cost structure, including the elimination of inefficiencies and legacy overhead.
5. A restructured executive compensation plan that is strictly tied to transparent, market-based performance metrics and is clearly communicated to shareholders.
6. The establishment of a truly independent Board, free from legacy affiliations and insular dynamics.

It's worth highlighting that our collective voting power as shareholders has led to many of the positive changes at the Company over the past two years, including the removal of problematic directors such as former Chairman Dr. George Milne and director Joseph P. Hagan. We strongly believe that there is an opportunity to maximize the Board’s independence and ensure strategic discipline, which is why we will be withholding support for Mr. Greenleaf this year. We hope that if he once again receives less than majority support from shareholders, the Board will accept his resignation and allow Aurinia to move forward in the best interests of all stakeholders. Investors and proxy advisors are watching.

Sincerely,

About MKT Capital Ltd.

Founded by Antoine Khalife, MKT Capital Ltd. is an independent investment firm based in the Cayman Islands, focused on unlocking value and protecting minority shareholders across public companies.

Disclaimer

This communication is not a solicitation of authority to vote your proxy. MKT Capital Ltd. is not seeking your proxy card and will not accept proxy cards if sent. MKT Capital Ltd. is not able to vote your proxy, nor does this communication contemplate such an event.

¹ Company Form 8-K dated September 12, 2024 (link).

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Longacre Square Partners
Bela Kirpalani, 646-386-0091
bkirpalani@longacresquare.com

Source: MKT Capital Ltd.