Contract analysis

I. Organizational and Governing Documents We request complete and current copies of each of the following organizational and governing documents of the Company:

1. The Restated Certificate of Incorporation of Aurelius Global Media Group PLC, as filed with the Secretary of State of the State of Delaware, including all amendments, restatements, and certificates of designation thereto. We understand that the original Certificate of Incorporation was filed on September 14, 2009, and that the most recent restatement was filed on or about March 22, 2022, under Delaware File Number

2. The Amended and Restated Bylaws of the Company, effective March 22, 2022, together with any subsequent amendments, supplements, or proposed amendments thereto, whether adopted or pending. We are particularly interested in any provisions relating to advance notice requirements for director nominations, quorum and voting thresholds, and shareholder rights or engagement procedures.

3. The Certificate of Registration of Aurelius Global Media Group PLC as an overseas company in England and Wales, together with all filings made with Companies House in connection therewith, including the most recent annual confirmation statement, any changes of registered office or directors, and any other returns filed within the preceding twelve months.

4. All registration statements, listing applications, and regulatory filings related to the Company's dual listing on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange Main Market, premium segment of the Official List of the Financial Conduct Authority (ticker: AGMG.L), including any annual listing compliance certifications, notifications to the NYSE or LSE regarding changes in corporate govern

5. Current authorized capitalization details, including the total number of authorized shares, the total number of shares of common stock issued and outstanding (understood to be approximately 412,600,000 shares), and the total number of shares reserved for issuance under equity compensation plans, stock option plans, or any other outstanding convertible securities, warrants, or rights.

II. Board and Committee Materials We request the following materials relating to the Board of Directors and its committees:

1. Complete minutes of all meetings of the Board of Directors for the period from March 2021 through the present date (a period of approximately three years), including minutes of any special meetings or emergency sessions, together with copies of any actions taken by unanimous written consent in lieu of a meeting during the same period. If any draft minutes for recent meetings have not yet been formally approved, pl

2. Complete minutes of all meetings of each standing committee of the Board for the same three-year period (March 2021 through the present), including but not limited to the following committees: (a) the Nominating & Governance Committee; (b) the Compensation Committee; (c) the Audit Committee; and (d) any ad hoc, special, or temporary committee established by the Board during such period, including any committee for

3. The current charter of each standing committee of the Board, specifically the charters of the Nominating & Governance Committee, the Compensation Committee, and the Audit Committee, together with any amendments or revisions adopted during the past three years.

4. All materials related to the formation of the Special Committee established on March 18, 2024, which we understand to be composed of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn. This request includes, without limitation, the Board resolution establishing the Special Committee, any draft or adopted charter, terms of reference, or scope memorandum for the Special Committee, any delegations

5. All Board materials, presentations, information packages, memoranda, and other documents distributed to directors in connection with meetings of the Board or any committee thereof held from January 1, 2024 to the present date. This includes pre-read materials, management presentations, financial analyses, draft resolutions, and any materials specifically prepared in connection with the CEO succession or the Corvus

6. A current list of all directors and officers of the Company, including each individual's full name, title, date of initial appointment, current term expiration date (if applicable), committee assignments, and independence classification under the applicable NYSE listing standards and, to the extent separately assessed, under the UK Corporate Governance Code. Please also identify any directors who have been designa

7. Records of board and committee attendance for the prior three fiscal years (FY 2021, FY 2022, and FY 2023), including the total number of meetings held by the Board and each committee, the number of meetings attended by each director (in person or by telephone/video), and any instances in which a director attended fewer than 75% of the aggregate meetings of the Board and the committees on which such director serve

III. CEO Succession and Departure of Marcus Vane The contested CEO succession is at the core of the matters on which Calderwood & Harkness has been engaged. We request the following materials related to the departure of Marcus Vane and the appointment of an interim successor:

1. The employment agreement between the Company and Marcus Vane (former Chief Executive Officer), including all amendments, addenda, side letters, and any equity award agreements, restricted stock unit agreements, performance share unit agreements, or stock option agreements that are incorporated by reference into or granted pursuant to such employment agreement.

2. Detailed information regarding the severance arrangements triggered by Mr. Vane's resignation effective March 8, 2024, including the Company's computation of severance entitlements. We understand these to include the following components, and request confirmation or correction of these figures: (a) Two times (2×) base salary of $2,400,000 (i.e., $4,800,000 in aggregate); (b) Two times (2×) target annual bonus of $

3. Any separation agreement, general release of claims, consulting agreement, transition services agreement, or similar document executed by Mr. Vane in connection with his departure, or any draft thereof that is currently under negotiation. If no such agreement has been executed, please describe the current status of negotiations and identify the individuals or counsel involved on both sides.

4. Copies of all non-compete, non-solicitation, non-disparagement, and confidentiality covenants applicable to Mr. Vane, whether contained in his employment agreement, a separate restrictive covenant agreement, or otherwise. We understand that Mr. Vane is subject to an eighteen-month non-compete covenant commencing on March 8, 2024 (the date of his resignation) and expiring on September 8, 2025. Please confirm the ge

5. The Board resolution or resolutions designating Priya Nair-Whitfield as Interim Chief Executive Officer of the Company, effective March 8, 2024, including any terms governing the scope of her interim authority, any limitations on her ability to enter into material transactions or make senior personnel changes, any interim compensation adjustments (including any increase to base salary, bonus eligibility, or equity

6. The employment agreement or terms of appointment for Ms. Nair-Whitfield in her capacity as Chief Operating Officer and Executive Director of the Company, together with any amendments, supplements, or side letters reflecting her designation as Interim CEO.

7. Any internal succession planning documents, leadership pipeline assessments, emergency succession plans, "key person" analyses, or similar materials prepared by management, the Nominating & Governance Committee, or any outside consultant prior to or following Mr. Vane's resignation. This includes any documents prepared during the ordinary course of annual succession planning as well as any materials prepared on an

8. All engagement materials for Hargrove Tate Partners LLC, the executive search firm retained by the Nominating & Governance Committee on or about March 15, 2024, to assist in the search for a permanent Chief Executive Officer. We understand that the lead partner on this engagement is Christine Aldridge, based at Hargrove Tate's offices at 200 Clarendon Street, 48th Floor, Boston, MA 02116. We request the following:

IV. Corvus Peak Correspondence and Activist Campaign Materials We request complete copies of all correspondence and communications between the Company (including the Board, individual directors, management, and counsel) and Corvus Peak Capital Partners LP, Corvus Peak Management LLC (its general partner), Damien Solberg (its Managing Partner), Erin Nakamura (its Portfolio Manager and Head of Activism), or any other r

1. Corvus Peak's demand letter to the Board of Directors dated February 12, 2024, in which Corvus Peak reportedly demanded: (a) the appointment of two new independent directors acceptable to Corvus Peak; (b) the initiation of a comprehensive strategic review of the Company's business segments and capital allocation; and (c) the adoption of a formal, transparent CEO succession plan.

2. Any Board or management response or responses to the February 12, 2024 demand letter, including any drafts, internal deliberation materials, or communications with counsel (including Ashworth Velmoran) regarding the formulation of such response.

3. Any subsequent correspondence, communications, meeting notes, telephone call summaries, or other records of engagement between the Company and Corvus Peak regarding settlement, board composition, governance reforms, strategic direction, or any other subject matter, whether formal or informal.

4. The formal director nomination package submitted by Corvus Peak on or about March 1, 2024, in which Corvus Peak nominated the following three individuals for election to the Board of Directors at the Company's 2024 Annual General Meeting: (a) Malcolm Trask; (b) Vanessa Loring; and (c) Dr. Raymond Chu. We request complete copies of all documents included in or accompanying this nomination package, including directo

5. Confirmation of the date and method of delivery of the Corvus Peak nomination package, together with any acknowledgment of receipt issued by the Company. This information is critical for purposes of verifying compliance with the advance notice window set forth in the Amended and Restated Bylaws. We understand the applicable advance notice window for the 2024 Annual General Meeting to be February 10, 2024 through M

V. Schedule 13D Filings and Shareholding Information We request the following information regarding Corvus Peak's ownership of the Company's common stock and related regulatory filings:

1. Copies of all Schedule 13D and amended Schedule 13D filings made by Corvus Peak Capital Partners LP (or any affiliated reporting person) with the United States Securities and Exchange Commission in respect of the Company's common stock, including: (a) The initial Schedule 13D filed on or about January 18, 2024, disclosing that Corvus Peak had acquired beneficial ownership of approximately 6.1% of the Company's out

2. A current shareholder register or the most recent stock ledger obtained from the Company's transfer agent, Atlas Shareholder Services Inc., including a breakdown of the top twenty-five (25) holders by share count and percentage of total shares outstanding. If the most recent register is more than thirty days old, please request an updated register from Atlas Shareholder Services and provide it as soon as available

3. Details of all major shareholding notifications made under DTR 5 of the FCA Disclosure Guidance and Transparency Rules relating to Corvus Peak or any other shareholder with a notifiable position (i.e., 3% or more of voting rights), including the date of notification, the identity of the holder, and the percentage of voting rights disclosed.

4. Records of any other shareholder activism-related communications, any additional Schedule 13D or Schedule 13G filings by any person, and any Form 4 filings by insiders (directors and officers), in each case received or filed during the preceding twelve months. To the extent practicable, please provide a summary log or index of such filings in addition to copies of the filings themselves.

VI. Proxy Solicitation Materials We request the following materials relating to the Company's proxy solicitation activities and preparations for the 2024 Annual General Meeting:

1. All materials related to the engagement of Citrine Advisory Group Inc. as proxy solicitor for AGMG management. We understand that Citrine was engaged on or about February 28, 2024, under the direction of Sandra Eriksson, Managing Director, at Citrine's offices at 110 Wall Street, Suite 2200, New York, NY 10005. We request: (a) The engagement letter or contract governing the retention of Citrine Advisory Group; (b)

2. Any preliminary proxy materials, draft proxy statements (whether on Schedule 14A or otherwise), definitive proxy materials, notices of meeting, or related filings prepared or in preparation for the 2024 Annual General Meeting. We note that the Company's 2023 Annual General Meeting was held on June 9, 2023, and we understand the 2024 meeting is anticipated to occur on or about the same date. Please also provide a c

3. All materials or correspondence with proxy advisory firms, including Cobalt Ridge Solutions (ISS) and Adriatic Services Inc. (Tarrant Partners LLC), to date. This includes any governance reports, rating assessments, or feedback received from such firms, as well as any outreach or engagement undertaken by the Company or its advisors with such firms in anticipation of the contested election.

VII. Corporate Governance Policies and Related Documents We request complete and current copies of the following corporate governance policies and related documents:

1. The corporate governance guidelines or corporate governance principles adopted by the Board of Directors, including any recent amendments or proposed revisions.

2. The Company's code of ethics and/or code of business conduct applicable to directors, officers, and employees, together with any supplemental code applicable specifically to senior financial officers.

3. Any shareholder rights plan, rights agreement, or so-called "poison pill," whether currently in effect or under consideration by the Board. If no such plan is currently in effect, please provide any Board presentations, analyses, discussion materials, or draft plans relating to the potential adoption of a shareholder rights plan, including any "on the shelf" or "shadow" plan maintained by the Company or its adviso

4. Copies of all director and officer indemnification agreements currently in effect between the Company and any director or officer. If a standard form of indemnification agreement is used, a single copy of the form together with a list of all signatories will be sufficient, provided that any agreements containing non-standard or individually negotiated terms are produced in full.

5. A summary of the Company's directors' and officers' liability insurance program, including the following information regarding the current policy: (a) Insurer: Helmsley Indemnity Corp.; (b) Policy Number: HIC-DOL-2024-009347; (c) Coverage limits: $75,000,000 per occurrence / $150,000,000 in the aggregate; (d) Annual premium: $3,800,000; (e) Policy period: January 1, 2024 through December 31, 2024; and (f) Any exce

6. Copies of any standstill agreements, cooperation agreements, voting agreements, support agreements, or similar arrangements to which the Company is a party, whether with shareholders, directors, or third parties.

7. With respect to forum selection provisions, we note that Section 11.1 of the Amended and Restated Bylaws designates the Court of Chancery of the State of Delaware as the exclusive forum for intra-corporate disputes (including claims under Sections 102 and 109 of the Delaware General Corporation Law, derivative claims, claims for breach of fiduciary duty, and claims governed by the internal affairs doctrine). Pleas

VIII. Financial and Other Background Materials To provide Calderwood & Harkness with the necessary context for its governance advisory, we request the following financial and background materials:

1. The Company's most recent Annual Report (for fiscal year 2023), including audited consolidated financial statements and accompanying notes. We understand these financial statements were audited by Glenmore & Partners LLP, with Keith Redmond serving as the engagement partner, and that Glenmore & Partners has served as the Company's independent auditor since 2019.

2. Summary financial data for fiscal year 2023, including but not limited to: (a) Total consolidated revenue: $4.37 billion; (b) Consolidated EBITDA: $812 million (representing an EBITDA margin of approximately 18.6%); (c) Revenue and EBITDA broken down by reportable business segment: • Streaming & Digital Content: approximately 42% of revenue; • Live Entertainment & Events: approximately 24% of revenue; • E-Commerce

3. Market capitalization data as of a recent date. We note that as of March 1, 2024, the Company's market capitalization was approximately £6.82 billion / $8.65 billion, calculated at the prevailing exchange rate of approximately $1.2683 per pound sterling. Please provide updated share price and market capitalization data as of the most recent practicable date.

4. Current employee headcount information, including a breakdown by geographic region and business segment. We understand the Company employs approximately 23,400 individuals worldwide.

5. A summary of all pending or threatened litigation involving the Company, its subsidiaries, or any of its current or former directors or officers, including any pre-litigation demands, investigation requests, or regulatory inquiries. We specifically note the following: (a) We are aware that Corvus Peak Capital Partners LP served a demand to inspect books and records of the Company pursuant to Section 220 of the Del

6. A schedule of any material contracts, agreements, or arrangements between the Company and any director, officer, or beneficial owner of 5% or more of the Company's common stock, including any related-party transactions reported or reportable under Item 404 of Regulation S-K. Please also identify any such transactions that have been submitted to and reviewed by the Audit Committee or the Board.

IX. Engagement with Other Advisors In order to understand the full scope of advisory relationships currently in place and to ensure appropriate coordination, we request copies of the engagement letters and scope documents for all advisors currently retained by the Company, the Board, or any committee of the Board in connection with the CEO succession process or the Corvus Peak activist campaign, including but not lim

1. Ashworth Velmoran LLP (Martin Cho, Lead Partner) — standing outside counsel to the Company, understood to have served in that capacity since 2015. Please provide the current engagement letter or engagement terms, including any modifications to scope or fee arrangements made in connection with the activist campaign or the CEO succession.

2. Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner) — executive search firm retained by the Nominating & Governance Committee, as described in Section III above.

3. Brackenridge Howard Associates Inc. (Miriam Estabrook, Lead Consultant; 300 North LaSalle Street, Suite 4100, Chicago, IL 60654) — independent compensation consultant advising the Compensation Committee on CEO compensation benchmarking and, we understand, currently providing analysis relevant to both the interim CEO compensation arrangements and the design of a compensation package for the eventual permanent CEO.

4. Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director) — proxy solicitor, as described in Section VI above.

5. Any other financial advisor, investment bank, public relations firm, communications advisor, or other consultant retained in connection with these matters but not identified above. We note that Calderwood & Harkness's role as independent governance counsel to the Board is distinct from, and is intended to be complementary to, the role of Ashworth Velmoran LLP as standing outside counsel to the Company's management

X. Confidentiality and Privilege All materials provided to Calderwood & Harkness LLP in connection with this engagement are to be treated as confidential and subject to the attorney-client privilege and work product doctrine, as applicable. We ask that the following protocols be observed: