Investor Rights
At Aurillo, we recognize that the trust and partnership of our investors are foundational to the long-term vision and success of our enterprise. As a privately held company, we prioritize responsible stewardship and alignment with investor expectations over public-market visibility. Our approach to investor relations is rooted in transparency, integrity, and mutual respect. We are committed to creating a secure and equitable investment environment where rights are clearly defined, access to information is consistent, and mechanisms for participation and recourse are well-established. This document outlines the comprehensive rights, protections, and participatory frameworks extended to our investors, reflecting our deep commitment to principled governance and long-term value creation.
Aurillo’s governance structure is designed to ensure that investor perspectives are integrated into strategic and operational decision-making at every level. Our Board of Directors includes representatives nominated by major investors, ensuring that their voices are heard and reflected in key policies and company direction. These representatives participate in regular board meetings and are active members of governance subcommittees, such as audit and risk oversight. This not only ensures accountability from management but also provides a channel for investors to contribute to the shaping of Aurillo’s corporate strategy. Our corporate governance principles emphasize stewardship over spectacle, prioritizing meaningful input over symbolic representation. This model is especially important in a private company setting, where transparency is not mandated by public disclosure laws but is voluntarily upheld as a matter of principle.
We believe that transparency builds trust, and trust builds enduring partnerships. As such, Aurillo provides regular and comprehensive updates to all investors, including quarterly financial reports, annual performance reviews, strategic development summaries, and operational milestones. These reports are prepared in accordance with best practices and reviewed internally to ensure clarity, relevance, and accuracy. Beyond scheduled reporting, investors have the right to request additional information or clarifications on business activities, financial results, and strategic outlook. This open-door policy ensures that investors are never left in the dark and are always equipped to make informed decisions. Even as a private company, we voluntarily uphold a level of transparency that mirrors the standards of public firms—without the distractions or obligations of public market performance pressures.
Aurillo’s governance framework is democratic in nature, granting investors voting rights proportional to their ownership stake. These rights enable investors to participate in fundamental corporate decisions, including amendments to the articles of association, approval of significant acquisitions or disposals, changes in capital structure, and executive leadership appointments. Voting processes are designed to be transparent, accessible, and timely, often accompanied by explanatory documents to aid investor understanding of the matters at hand. We encourage active participation and provide sufficient notice and resources ahead of any investor vote. This structure empowers investors not just to react to decisions, but to shape them.
As a growing enterprise, Aurillo periodically seeks external capital to fund strategic expansions or technological development. In these scenarios, we are acutely aware of the potential risks to existing investors in terms of equity dilution. To safeguard investor interests, we incorporate anti-dilution protections into shareholder agreements. These protections include full ratchet and weighted average adjustment provisions, which automatically recalibrate the ownership stake of existing investors should new shares be issued at a valuation lower than their initial investment. These mechanisms provide a safety net, ensuring that long-term investors are not penalized for future fundraising activities and can continue to hold proportionate influence as the company evolves.
While Aurillo does not operate in public markets, we recognize the importance of liquidity and strategic flexibility for our investors. As such, we offer a suite of well-defined exit mechanisms that facilitate orderly transitions and protect investor value. Rights of first refusal allow current shareholders the opportunity to acquire available shares before they are offered to outside parties. Tag-along rights ensure that minority shareholders can participate in any sale initiated by majority holders under the same terms and conditions. Conversely, drag-along rights enable majority shareholders to compel minority investors to participate in a company sale, ensuring transaction continuity. These provisions create a structured, predictable environment for share transfer and uphold fairness across ownership classes.
Disputes, while rare, are addressed through clearly articulated mediation and arbitration procedures, which are defined in our investor agreements. Aurillo’s preference for alternative dispute resolution reflects our belief in preserving relationships and minimizing operational disruption. When invoked, arbitration panels are composed of industry professionals with relevant expertise, ensuring that outcomes are well-informed and balanced. This approach not only reduces potential legal costs but also reinforces investor confidence in our commitment to ethical governance and fair treatment.
Aurillo prides itself on maintaining a culture of accessibility and openness. Investors are not passive bystanders in our journey—they are collaborative partners. Senior management holds periodic investor briefings, during which business strategies, market dynamics, and operational updates are discussed in detail. These sessions are designed to be interactive, allowing investors to ask questions, provide feedback, and share concerns. One-on-one meetings are also available upon request. This level of access ensures that investors are continually engaged, fostering alignment and building trust in leadership’s strategic direction.
Minority investors are afforded specific rights to ensure that they are treated fairly and without prejudice. This includes veto rights on specific strategic decisions, supermajority voting thresholds for significant changes, and enforced transparency in financial and operational disclosures. Aurillo’s governance model explicitly prohibits actions that would disproportionately disadvantage minority shareholders. This commitment to fairness is not merely policy—it is a reflection of our values and belief in equitable ownership.
As Aurillo grows, so too does our ability to generate and distribute profits. We follow a disciplined and responsible approach to dividend policy, balancing reinvestment in growth initiatives with the expectation of shareholder returns. When profits are allocated, all investors receive distributions based on their equity stake. If dividends are deferred to fund strategic initiatives, investors are provided with detailed justifications and projections to explain the long-term benefit of such decisions. Our approach fosters a sense of inclusion and long-term commitment, rather than short-term gain.
To reinforce our culture of accountability, investors have the right to commission independent audits. These audits are conducted by third-party firms and offer an objective lens into our financial health, compliance posture, and operational effectiveness. Findings from these audits are shared transparently with investors and used to strengthen internal controls and policies. Far from being a formality, this process demonstrates our belief in continual improvement and fiscal discipline.
Aurillo’s investor rights and protections framework reflects our commitment to principled, long-term value creation. As a privately held and relatively young company, we do not chase quarterly optics or market hype. Instead, we invest in transparency, governance, and thoughtful stakeholder engagement. Our aim is to build lasting partnerships with investors who share our vision and values. By establishing a comprehensive suite of rights—from governance participation to exit flexibility—we create an environment where investor confidence can thrive. This foundation allows us to grow responsibly, operate ethically, and chart a path to sustainable success without compromising on integrity or equity.