Contract analysis

I. Introduction and Purpose This memorandum provides an annotated summary and analysis of the key governance provisions of the Amended and Restated Bylaws (the "Bylaws") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), effective as of March 22, 2022. The memorandum is intended to serve as a practical reference for the Board of Directors in connection with the matters described below, and includes annotat

II. Advance Notice Requirements for Shareholder Nominations and Proposals A. Applicable Bylaw Section

Article II, Section 2.10 of the Bylaws (entitled "Advance Notice of Shareholder Nominations and Other Business") sets forth the procedures and requirements governing advance notice for director nominations and other shareholder proposals at annual meetings of shareholders. Section 2.11 addresses advance notice requirements for shareholder proposals at special meetings. Together, these provisions constitute the Compan

Article II, Section 2.10(b) of the Bylaws prescribes the information that must be included in any shareholder's notice of nomination. The required disclosures are extensive and fall into two categories: information regarding the proposed nominee(s) and information regarding the nominating shareholder and any associated persons. As to Each Proposed Nominee, the nominating shareholder's notice must include: (1) The nam

Article II, Section 2.11 of the Bylaws addresses advance notice requirements for the nomination of directors at special meetings of shareholders called for the purpose of electing directors. If a special meeting of shareholders is called for the purpose of electing one or more directors to the Board, the Bylaws provide a separate notice window keyed to the date of mailing of the notice of such special meeting. Specif

Article II, Section 2.10(d) of the Bylaws provides that the chairman of any meeting of shareholders shall have the power and the duty to determine whether a nomination was made in accordance with the procedures set forth in the Bylaws. If the chairman determines that a nomination was not made in compliance with the applicable procedures, the chairman shall so declare at the meeting and such defective nomination shall

III. Voting Standards for the Election of Directors A. Majority Voting in Uncontested Elections

Article II, Section 2.09(a) of the Bylaws provides that in an uncontested election of directors — that is, an election in which the number of nominees does not exceed the number of directorships to be filled at such election — each director shall be elected by the affirmative vote of a majority of the votes cast with respect to that director's election at a meeting of shareholders at which a quorum is present. For pu

Article II, Section 2.09(b) of the Bylaws provides that in a contested election of directors — that is, an election in which the number of nominees exceeds the number of directorships to be filled at such election — directors shall be elected by a plurality of the votes cast at a meeting of shareholders at which a quorum is present. Under the plurality standard, the nominees receiving the greatest number of "for" vot

Article II, Section 2.09(c) of the Bylaws includes a director resignation policy that is applicable in uncontested elections. Under this provision, any incumbent director who is a nominee in an uncontested election and who does not receive a majority of the votes cast with respect to his or her election must promptly tender his or her resignation to the Board of Directors for consideration. The Nominating and Corpora

IV. Board of Directors — Size, Vacancies, and Removal A. Board Size

Article III, Section 3.01 of the Bylaws provides that the number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution adopted by a majority of the entire Board of Directors. The Bylaws do not set a minimum or maximum number of directors (beyond those that may be required under the DGCL, which provides for a minimum of one director). The number of directors

Article III, Section 3.02 of the Bylaws provides that vacancies on the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, even though less than a quorum, or by a sole remaining director. This is consistent with DGCL § 223(a)(1), which authorizes the board of directors of a Delaware corpo

Article III, Section 3.03 of the Bylaws provides that any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class. This provision is consisten

V. Committees of the Board A. Authority to Establish Committees

Article IV, Section 4.01 of the Bylaws provides that the Board of Directors may, by resolution adopted by a majority of the entire Board, designate one or more committees of the Board, each consisting of one or more directors of the Company. Each such committee shall have and may exercise such powers and authority of the Board of Directors as shall be set forth in the resolution establishing such committee or in any

Article IV, Section 4.02 of the Bylaws provides that each committee of the Board must consist of one or more directors of the Company. The Bylaws do not impose additional independence or qualification requirements for committee membership beyond those mandated by the DGCL and applicable stock exchange listing standards. Annotation: While the Bylaws themselves do not require committee members to be independent, the NY

Article IV, Section 4.03 of the Bylaws provides that each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. This provision ensures that the full Board maintains oversight of committee activities and that a contemporaneous record of committee deliberations is created and preserved. Annotation: Calderwood & Harkness recommends that the Spec

VI. Meetings of Shareholders A. Annual Meeting

Article II, Section 2.01 of the Bylaws provides that an annual meeting of shareholders shall be held on such date, at such time, and at such place (if any), within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. The Board may, in its sole discretion, determine that a meeting of shareholders shall be held solely by means of r

Article II, Section 2.03 of the Bylaws provides that special meetings of shareholders may be called only by the Board of Directors, the Chair of the Board, or the Chief Executive Officer. The Bylaws expressly provide that shareholders of the Company do not have the right to call a special meeting of shareholders. Annotation: This provision is a meaningful defensive feature of the Company's governance structure. By li

Article II, Section 2.06 of the Bylaws provides that the holders of a majority of the shares of capital stock issued and outstanding and entitled to vote at any meeting of shareholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business at such meeting. Once a quorum is established, it is not broken by the subsequent withdrawal of shareholders sufficient to leave less

Article II, Section 2.07 of the Bylaws provides that the Board of Directors shall fix a record date for each meeting of shareholders, which date shall be not more than 60 days nor less than 10 days before the date of the meeting. Only shareholders of record as of the close of business on the record date shall be entitled to notice of, and to vote at, the meeting. If the Board does not fix a record date, the record da

Article II, Section 2.08 of the Bylaws provides that the chairman of each meeting of shareholders shall determine the rules of order and procedure to be followed at the meeting, including the order of business, the manner in which votes are to be cast, and the resolution of procedural disputes. The chairman shall have the authority to convene, recess, and adjourn the meeting and to make all determinations with respec

VII. Exclusive Forum Selection A. Section 11.1 — Court of Chancery of Delaware

Article XI, Section 11.1 of the Bylaws contains an exclusive forum selection provision designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for the adjudication of certain categories of intra-corporate disputes. Specifically, Section 11.1 provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware

Section 11.1 further provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and to have consented to this provision. Annotation: This is a standard Delaware exclusive forum selection bylaw that has become widely adopted among Delaware corporations, particularly in the aftermath of the Delaware Supreme Court's decisi

Article XI, Section 11.2 of the Bylaws includes a separate federal forum provision specifying that, unless the Company consents in writing to the selection of an alternative forum, the United States District Courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 (the "Securities Act"). Annotation: This provision reflects the holding

VIII. Indemnification and Advancement of Expenses A. Mandatory Indemnification

Article VIII, Section 8.01 of the Bylaws provides that the Company shall indemnify, to the fullest extent permitted by the DGCL (as it now exists or may hereafter be amended, but only to the extent that such amendment permits the Company to provide broader indemnification rights than were permitted prior thereto), any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or

Article VIII, Section 8.02 of the Bylaws provides for mandatory advancement of expenses (including attorneys' fees) incurred by any current or former director or officer of the Company in defending any Proceeding covered by the indemnification provision. The Company shall advance such expenses in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such director or off

Article VIII, Section 8.03 of the Bylaws expressly provides that the indemnification and advancement provisions of the Bylaws are non-exclusive. They shall not limit any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, insurance policy, vote of shareholders or disinterested directors, provision of law, or otherwise, both as to action in such pers

Article VIII, Section 8.04 of the Bylaws authorizes the Company to maintain