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Contract analysis / draft-resolution-tabling-ceo-succession.docx
draft-resolution-tabling-ceo-succession.docx
High · 1
Medium · 1
Standard · 0
1. Dame Elspeth Greenvale — Transitional Non-Executive Chair
1. Dame Elspeth Greenvale — Transitional Non-Executive Chair
2. Priya Nair-Whitfield — Interim Chief Executive Officer and Chief Operating Officer; Ex
2. Priya Nair-Whitfield — Interim Chief Executive Officer and Chief Operating Officer; Executive Director
3. Lucinda Farrow-Grant — Independent Non-Executive Director
3. Lucinda Farrow-Grant — Independent Non-Executive Director
4. Reginald Osei — Independent Non-Executive Director
4. Reginald Osei — Independent Non-Executive Director
5. Dr. Anwen Llewellyn — Independent Non-Executive Director
5. Dr. Anwen Llewellyn — Independent Non-Executive Director
6. Garrett Voss — Chief Financial Officer; Executive Director
6. Garrett Voss — Chief Financial Officer; Executive Director
7. Malcolm Trask — Lead Independent Director (Corvus Peak nominee elected at the 2024 AGM
7. Malcolm Trask — Lead Independent Director (Corvus Peak nominee elected at the 2024 AGM)
8. Vanessa Loring — Independent Non-Executive Director; Chair, Nominating & Governance Co
8. Vanessa Loring — Independent Non-Executive Director; Chair, Nominating & Governance Committee (Corvus Peak nominee elected at the 2024 AGM)
9. Dr. Raymond Chu — Independent Non-Executive Director (Corvus Peak nominee elected at t
High
⚑ Non-compete / exclusivity restraint
9. Dr. Raymond Chu — Independent Non-Executive Director (Corvus Peak nominee elected at the 2024 AGM) Also present at the meeting in a non-voting capacity was Nadine Khalil, the Company's General Counsel and Corporate Secretary. The Chair confirmed that a quorum of directors was present throughout the meeting as required by Article III, Section 3.08 of the Amended and Restated Bylaws of the Company (effective March 2
1. The foregoing resolutions (Resolutions 1 through 7, inclusive) were duly presented to
1. The foregoing resolutions (Resolutions 1 through 7, inclusive) were duly presented to and adopted by the Board of Directors of the Company at a meeting of the Board of Directors duly convened and held on June 14, 2024, at the Company's principal executive offices at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and simultaneously by secure videoconference.
2. A quorum of the directors of the Company was present in person or by videoconference t
2. A quorum of the directors of the Company was present in person or by videoconference throughout the meeting, as required by Article III, Section 3.08 of the Amended and Restated Bylaws of the Company (effective March 22, 2022).
3. The foregoing resolutions were adopted by the affirmative vote of a majority of the di
3. The foregoing resolutions were adopted by the affirmative vote of a majority of the directors present at the meeting, with no director voting against any of the resolutions and no director abstaining from any vote thereon.
4. As of the date of this Certificate, the foregoing resolutions have not been amended, m
4. As of the date of this Certificate, the foregoing resolutions have not been amended, modified, supplemented, revoked, or rescinded, and remain in full force and effect.
5. I am the duly appointed and acting General Counsel and Corporate Secretary of the Comp
Medium
⚑ Forum / governing law
5. I am the duly appointed and acting General Counsel and Corporate Secretary of the Company and am authorized to execute this Certificate on behalf of the Company. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date first set forth below. AURELIUS GLOBAL MEDIA GROUP PLC By: ________ Name: Nadine Khalil Title: General Counsel and Corporate Secretary Date: June