Contract analysis

ARTICLE I — ESTABLISHMENT AND PURPOSE

Section 1.1 — Establishment The Board hereby establishes the Special Committee of the Board of Directors of Aurelius Global Media Group PLC, effective as of March 18, 2024. The Committee is a standing committee of the Board formed pursuant to the Board's authority under Section 141(c) of the DGCL and Article III of the Amended and Restated Bylaws of the Company, which authorize the Board to designate one or more comm

Section 1.2 — Purpose The Committee is established for the following purposes: (a) CEO Succession Process Oversight. To oversee, manage, and direct a formal process for identifying, evaluating, and recommending to the full Board a permanent successor to serve as Chief Executive Officer of the Company, following the resignation of Marcus Vane effective March 8, 2024. This mandate encompasses all aspects of the CEO sea

Section 1.3 — Fiduciary Standard In discharging its responsibilities under this Charter, each member of the Committee shall act in accordance with the fiduciary duties of care and loyalty owed to the Company and its shareholders under Delaware law. The duty of care requires that each member act on an informed basis, in good faith, and in the honest belief that the action taken is in the best interests of the Company.

Section 2.1 — Members The Committee shall be composed of three (3) members of the Board, each of whom shall be an independent director as determined by the Board in accordance with the independence standards set forth in Section 303A of the NYSE Listed Company Manual and applicable provisions of the DGCL, the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations promulgated thereunder. T

Section 2.2 — Chair Tobias Kessler shall serve as Chair of the Committee. The Chair shall preside at all meetings of the Committee, establish and approve the agenda for each meeting in consultation with the Committee's advisors, and serve as the primary liaison between the Committee and the full Board, the Company's management, and the Committee's independent advisors. The Chair shall have the authority to call meeti

Section 2.3 — Independence Requirements Each member of the Committee must satisfy the independence requirements of the NYSE Listed Company Manual (including Section 303A.02 thereof), the Company's Corporate Governance Guidelines (as most recently amended on September 14, 2023), and applicable provisions of the Exchange Act and the rules promulgated thereunder. No member of the Committee shall have any material relati

Section 2.4 — Vacancies and Removal In the event that a vacancy arises on the Committee, whether due to resignation, removal, disqualification, or any other cause, the Board shall promptly appoint a replacement member who satisfies the independence requirements of Section 2.3 above. Pending the appointment of a replacement, the remaining members of the Committee shall constitute the Committee, provided that a quorum

Section 2.5 — Non-Member Attendance The Committee may invite non-member directors, officers, employees, and advisors of the Company to attend meetings on an as-needed basis, in whole or in part, to provide information, analysis, or advice relevant to the Committee's deliberations. The decision to invite any non-member to attend a meeting or any portion thereof shall be made by the Chair in consultation with the other

ARTICLE III — AUTHORITY AND RESPONSIBILITIES

Section 3.1 — General Authority The Committee shall have the sole and exclusive authority delegated by the Board, to the fullest extent permitted under the DGCL and the Company's Certificate of Incorporation and Bylaws, to: (a) Oversee all aspects of the CEO succession process, including the identification, screening, interviewing, and evaluation of internal and external CEO candidates, the establishment and applicat

Section 3.2 — CEO Succession Responsibilities Without limiting the generality of Section 3.1, the Committee's specific responsibilities with respect to the CEO succession process shall include the following: (a) Overseeing the engagement and directing the work of Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner; principal office: 200 Clarendon Street, 48th Floor, Boston, MA 02116) as executive search firm

Section 3.3 — Activist Response Responsibilities Without limiting the generality of Section 3.1, the Committee's specific responsibilities with respect to the Corvus Peak activist campaign shall include the following: (a) Overseeing the Company's proxy solicitation strategy for the 2024 Annual General Meeting, in coordination with Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director), which was retained by

Section 3.4 — Limitation on Authority Notwithstanding the broad delegation of authority set forth in Sections 3.1, 3.2, and 3.3, the Committee shall not have authority to: (a) Bind the Company to any agreement, commitment, or undertaking with Corvus Peak Capital Partners LP or any third party without the prior approval of the full Board, except for the retention of advisors as expressly provided in Section 3.1(e) of

ARTICLE IV — INDEPENDENT ADVISORS

Section 4.1 — Right to Retain Advisors The Committee shall have the authority, in its sole discretion and at the Company's expense, to retain and obtain advice and assistance from independent legal counsel, financial advisors, executive search firms, consultants, proxy solicitors, and other advisors as the Committee determines to be necessary or advisable in the performance of its duties under this Charter. The Commi

Section 4.2 — Current Advisors As of the date of this Charter, the following advisors have been engaged or are available to the Committee: (a) Calderwood & Harkness LLP — independent governance counsel to the Board. The engagement team includes Nathaniel Bower (Responsible Partner), Colette Whitman (Billing Partner), Audrey Zhou (Lead Associate), and Brendan Walsh (Working Associate). Calderwood & Harkness's principa

Section 4.3 — Additional Advisors The Committee may at any time engage additional advisors, including without limitation financial advisors to evaluate strategic alternatives, investment bankers, communications consultants, forensic accountants, and any other advisors the Committee deems appropriate, without further Board approval. Any such engagement shall be on terms negotiated by the Committee (or its Chair, actin

Section 4.4 — Advisor Independence In selecting and retaining advisors, the Committee shall consider the independence of each proposed advisor in light of the applicable independence standards set forth in the NYSE Listed Company Manual (including Section 303A.05(c) thereof), applicable SEC rules (including Rule 10C-1 under the Exchange Act), and any other relevant standards or guidelines. While the Committee is not

ARTICLE V — MEETINGS AND PROCEDURES

Section 5.1 — Frequency of Meetings The Committee shall meet as frequently as it determines necessary to fulfill its responsibilities under this Charter, but in no event less than bi-weekly during the period of active CEO search and proxy contest activity. The Committee recognizes that the pace and demands of the CEO search and the proxy contest may require more frequent meetings, and the Committee shall adjust its m

Section 5.2 — Calling of Meetings Meetings of the Committee may be called by the Chair or by any two (2) members of the Committee. Notice of meetings shall be given to each member at least twenty-four (24) hours in advance of the scheduled meeting time, unless such notice requirement is waived by all members of the Committee. In the case of urgent matters that, in the judgment of the Chair, require prompt attention,

Section 5.3 — Quorum and Voting A quorum for the transaction of business at any meeting of the Committee shall consist of two (2) of the three (3) members of the Committee. The presence of a quorum shall be required for the Committee to take any action. Actions of the Committee shall be taken by majority vote of the members present at a meeting at which a quorum is present, or by unanimous written consent of all memb

Section 5.4 — Executive Sessions The Committee shall have the authority to meet in executive session without the presence of management, other non-member directors, or non-invited advisors at any time and for any reason. The Committee is encouraged to hold executive sessions regularly, particularly when deliberating on CEO candidate evaluations, comparative assessments of candidates, settlement terms with Corvus Peak

Section 5.5 — Minutes and Records The Committee shall maintain written minutes of its meetings, which shall be prepared by or under the supervision of the General Counsel & Corporate Secretary, Nadine Khalil, or such other person as the Chair may designate for this purpose. Minutes shall record the date, time, and place of each meeting (or that the meeting was held by telephone or video conference), the members prese

Section 5.6 — Participation by Telephone or Video Members of the Committee may participate in meetings by telephone, video conference, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at such meeting for all purposes, including the determination of a quorum and the taking

ARTICLE VI — REPORTING TO THE BOARD

Section 6.1 — Regular Reports The Chair of the Committee shall report to the full Board on the Committee's activities, findings, deliberations, and recommendations at each regularly scheduled meeting of the Board, or more frequently as circumstances warrant. Such reports may be delivered orally, in writing, or both, as the Chair deems appropriate. The Chair shall keep the Board apprised of material developments on a

Section 6.2 — Recommendations The Committee shall present its final recommendation regarding the selection of a permanent Chief Executive Officer to the full Board for consideration and approval. The Committee shall also present its recommendations regarding any proposed settlement or cooperation agreement with Corvus Peak, any proposed defensive measures, and any other material matters within the Committee's scope t

Section 6.3 — Confidentiality Members of the Committee and all persons attending Committee meetings or otherwise receiving information regarding the Committee's activities shall maintain the strict confidentiality of all Committee deliberations, materials, analyses, communications, and proceedings. Information relating to the Committee's activities shall be shared with the full Board, management, and advisors only on

ARTICLE VII — COORDINATION WITH OTHER COMMITTEES

Section 7.1 — Nominating & Governance Committee The Committee shall coordinate with the Nominating & Governance Committee (the "N&G Committee") of the Board as appropriate with respect to director nomination processes, governance standards, and any matters that overlap between the Committee's CEO succession mandate and the N&G Committee's charter responsibilities. The Committee acknowledges that the N&G Committee has

Section 7.2 — Compensation Committee The Committee shall coordinate with the Compensation Committee of the Board as appropriate with respect to CEO compensation benchmarking, the development of compensation terms for the successor CEO, and the terms of any employment agreement, equity award, or other compensation arrangement to be offered to the selected candidate. The Compensation Committee's independent compensatio

Section 7.3 — Audit Committee The Committee shall coordinate with the Audit Committee of the Board as needed on any financial reporting or disclosure matters arising from the CEO transition, the activist campaign, or any potential strategic transaction. Such matters may include, without limitation, the disclosure of the CEO succession process in the Company's periodic reports filed with the SEC, the disclosure of the

ARTICLE VIII — CONFLICTS OF INTEREST AND RECUSAL

Section 8.1 — Duty to Disclose Each member of the Committee shall promptly disclose to the Committee any actual or potential conflict of interest relating to any matter under the Committee's consideration, including without limitation any personal, financial, or professional relationship with any CEO candidate, with Corvus Peak Capital Partners LP or any of its affiliates, principals, employees, or nominees, or with

Section 8.2 — Recusal Any member of the Committee who has an actual conflict of interest with respect to a particular matter, or whose participation in deliberations on a particular matter would create an appearance of impropriety, shall recuse himself or herself from deliberations and voting on that matter. Such recusal shall be noted in the minutes of the relevant meeting, including a description of the nature of t

ARTICLE IX — RESOURCES AND FUNDING

Section 9.1 — Company Funding The Company shall provide adequate funding, as determined by the Committee in the exercise of its reasonable judgment, for the Committee to fulfill its responsibilities under this Charter, including without limitation payment of: (a) Compensation and reimbursement of expenses to any advisors retained by the Committee pursuant to Article IV of this Charter, including legal fees, search fi

Section 9.2 — No Cap There shall be no predetermined cap or ceiling on the Committee's expenditures, and the Company shall not impose any budgetary limitation on the Committee's activities without the Committee's prior consent. The Committee shall, however, exercise reasonable judgment in incurring expenses and shall keep the Board informed of material expenditures on a regular basis. The Committee shall provide the

ARTICLE X — DURATION AND DISSOLUTION

Section 10.1 — Duration The Committee shall continue in existence until the earliest to occur of the following: (a) The appointment by the Board of a permanent Chief Executive Officer of the Company and the conclusion of the Board's response to the Corvus Peak activist campaign, including the resolution of any proxy contest, settlement negotiations, or related matters, as determined by the Board; (b) The dissolution

Section 10.2 — Dissolution Upon dissolution of the Committee, the Committee shall deliver to the Board a final report summarizing its activities, findings, recommendations, and any pending matters that require the Board's continued attention. All records, materials, minutes, correspondence, and other documents of the Committee shall be preserved in accordance with the Company's document retention policies and applica

Section 11.1 — Amendment This Charter may be amended, supplemented, or restated at any time by resolution of the full Board. No amendment to this Charter shall be effective unless adopted by the Board. The Committee may recommend amendments to this Charter to the Board for consideration, and shall propose such amendments as it deems necessary or advisable based on its experience in carrying out its responsibilities o

ARTICLE XII — GOVERNING LAW AND FORUM

Section 12.1 — Governing Law This Charter and the authority, powers, and responsibilities of the Committee established hereunder shall be governed by and construed in accordance with the DGCL and the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws, as each may be amended from time to time.

Section 12.2 — Exclusive Forum Consistent with Section 11.1 of the Amended and Restated Bylaws of the Company, any dispute, claim, or proceeding arising out of or relating to this Charter, the Committee's actions or omissions, or the authority delegated to the Committee hereunder shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not hav