Contract analysis

I. Executive Summary Calderwood & Harkness LLP has been asked to analyze whether the director nominations submitted by Corvus Peak Capital Partners LP ("Corvus Peak") on March 1, 2024, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu for election at the 2024 Annual General Meeting of Aurelius Global Media Group PLC ("AGMG" or the "Company"), comply with the procedural and substantive requirements of the

II. Scope of Review In preparing this memorandum, we have reviewed the following documents and materials:

1. Amended and Restated Bylaws of Aurelius Global Media Group PLC, effective March 22, 2022 (the "Bylaws"), as provided to us by the Office of the General Counsel.

2. Restated Certificate of Incorporation of Aurelius Global Media Group PLC, filed with the Delaware Secretary of State (originally filed September 14, 2009; last restated March 22, 2022), as provided to us by the Office of the General Counsel.

3. Corvus Peak's nomination letter dated March 1, 2024, together with all attachments and exhibits thereto, including completed director questionnaires for each of the three nominees, written representations and agreements executed by each nominee, and supporting ownership documentation.

4. Schedule 13D filed by Corvus Peak Capital Partners LP with the Securities and Exchange Commission on January 18, 2024 (initial filing), disclosing beneficial ownership of approximately 6.1% of the Company's outstanding common stock.

5. Amended Schedule 13D filed by Corvus Peak Capital Partners LP with the Securities and Exchange Commission on February 26, 2024 (Amendment No. 1), disclosing an increase in beneficial ownership to approximately 8.7% of the Company's outstanding common stock (approximately 35,896,200 shares of the 412,600,000 shares of common stock then outstanding) and announcing Corvus Peak's intention to nominate three director c

6. Corvus Peak demand letter to the Board of Directors of AGMG, dated February 12, 2024, demanding (i) the appointment of two new independent directors, (ii) a strategic review of the Company's portfolio and capital allocation, and (iii) a formal CEO succession plan.

7. Prior year proxy statement and definitive proxy materials for the June 9, 2023 Annual General Meeting of Aurelius Global Media Group PLC, filed with the SEC on Schedule 14A.

8. Relevant provisions of the Delaware General Corporation Law ("DGCL"), including §§ 109, 141, 211, and 216, as well as applicable Delaware case law regarding the enforceability and interpretation of advance notice bylaws. We have not independently verified the factual representations contained in the Corvus Peak nomination letter or the nominees' questionnaire responses, and we have relied on the accuracy and compl

III. Background A. The Company Aurelius Global Media Group PLC ("AGMG" or the "Company") is a public limited company incorporated under the laws of the State of Delaware (Delaware File Number 4827193; Employer Identification Number 26-4831097). The Company is also registered as an overseas company in England and Wales under the applicable provisions of the Companies Act 2006. AGMG's principal executive office is loca

IV. Advance Notice Bylaw Requirements — Detailed Analysis We have conducted a provision-by-provision analysis of the Bylaws' advance notice requirements as applied to the Corvus Peak nominations. Our analysis addresses each material requirement in turn. A. Timeliness of Notice

1. Bylaw Provision. Article II, Section 2.12(a)(ii) of the Amended and Restated Bylaws requires that shareholder nominations for director elections at an annual meeting of shareholders must be delivered to the Corporate Secretary of the Company at the Company's principal executive offices not earlier than one hundred and twenty (120) days and not later than ninety (90) days before the first anniversary of the precedi

2. Calculation of the Advance Notice Window. The 2023 Annual General Meeting was held on June 9, 2023. As of the date of this memorandum, the Company has not publicly announced a change to the customary meeting date. Accordingly, the anniversary of the prior year's annual meeting for purposes of calculating the advance notice window is June 9, 2024. The advance notice window is calculated as follows: • Window opens:

3. Date of Corvus Peak's Nomination Submission. Corvus Peak's formal nomination letter bears the date of March 1, 2024. The letter was received by the Office of the Corporate Secretary (Nadine Khalil) on March 1, 2024. According to the transmittal records provided by Ms. Khalil's office, the nomination package was delivered by hand via courier at approximately 10:47 a.m. GMT to the Company's principal executive offic

4. Conclusion on Timeliness. The nomination is timely. It was delivered after the advance notice window opened on February 10, 2024 and before the window closed on March 11, 2024. The nomination letter was received by the appropriate addressee at the Company's principal executive offices on a date squarely within the applicable window, and the date and time of delivery are supported by documentary evidence. There is

1. Bylaw Provision. Article II, Section 2.12(a)(ii) of the Bylaws requires that the shareholder's notice be delivered to the Corporate Secretary of the Company at the Company's principal executive offices. The Bylaws specify that the notice must be "in writing." The Bylaws do not prescribe a specific method of delivery (e.g., personal delivery, overnight courier, certified mail), nor do they require that delivery be

2. Compliance Assessment. The Corvus Peak nomination letter was addressed to "Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC, 14 Sceptre Row, London EC2V 7QN, United Kingdom." The letter was delivered by hand via courier to the Company's principal executive office at that address, and delivery was confirmed by a signed courier receipt bearing the date of March 1, 2024. The nomin

1. Bylaw Provision. Article II, Section 2.12(b) of the Bylaws requires that a shareholder's notice of nomination include the following information regarding the nominating shareholder and any "associated person" of such shareholder: (a) the name and address of the nominating shareholder, as they appear on the Company's books, and of any associated person on whose behalf the nomination is made; (b) the class, series,

2. Compliance Assessment. Corvus Peak's nomination letter identifies Corvus Peak Capital Partners LP as the nominating shareholder and discloses the following: • Identity and address: The letter identifies Corvus Peak Capital Partners LP, with its principal office at 590 Lexington Avenue, 34th Floor, New York, New York 10022. The letter further identifies Corvus Peak Management LLC as Corvus Peak's general partner an

1. Bylaw Provision. Article II, Section 2.12(c) of the Bylaws requires that for each person whom the nominating shareholder proposes to nominate for election as a director, the nominating shareholder's notice must include: (a) the nominee's name, age, business address, and residence address; (b) the nominee's principal occupation or employment; (c) the class, series, and number of all shares of the Company's capital

2. Compliance Assessment — Malcolm Trask. The nomination materials for Mr. Trask include the following: • Identification: Full name, age (58), business address, and residence address are provided. • Principal occupation: Former Chief Executive Officer of Archway Digital Holdings Inc. • Share ownership: The nomination letter confirms that Mr. Trask does not beneficially own any shares of AGMG common stock. • Regulatio

3. Compliance Assessment — Vanessa Loring. The nomination materials for Ms. Loring include the following: • Identification: Full name, age (44), business address, and residence address are provided. Her business address is the same as Corvus Peak's principal office. • Principal occupation: Managing Director at Corvus Peak Capital Partners LP. • Share ownership: The Director Questionnaire discloses that Ms. Loring doe

4. Compliance Assessment — Dr. Raymond Chu. The nomination materials for Dr. Chu include the following: • Identification: Full name, age (61), business address, and residence address are provided. • Principal occupation: Former President of Helix Media Networks Inc. • Share ownership: The nomination letter confirms that Dr. Chu does not beneficially own any shares of AGMG common stock. • Regulation 14A information: B

1. Bylaw Provision. Article II, Section 2.12(d) of the Bylaws requires that the information provided in a shareholder's notice of nomination be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice is true and correct (i) as of the record date for the determination of shareholders entitled to notice of, and to vote at, the annual meeting, and (ii) as of the

2. Compliance Assessment. As of the date of this memorandum (March 5, 2024), the Corvus Peak nomination has been received only four days ago, and no updating obligation has yet arisen. The Board has not yet set the record date for the 2024 Annual General Meeting, and the meeting date itself has not been formally established (though the anniversary of the 2023 meeting — June 9, 2024 — is the currently anticipated date

V. Additional Substantive Bylaw Requirements A. Number of Nominees The Bylaws do not appear to impose a numerical cap on the number of director candidates that a shareholder may nominate. Some advance notice bylaws restrict shareholders to nominating no more than a specified number or percentage of the total Board seats up for election. AGMG's Bylaws contain no such limitation. Corvus Peak has nominated three candida

Section 11.1 of the Bylaws designates the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the Superior Court of the State of Delaware, or, if neither state court has jurisdiction, the federal district court for the District of Delaware) as the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asse

VI. Independence and Qualification Considerations While the following observations are not strictly "advance notice" compliance issues — the Bylaws do not require that shareholder nominees satisfy any independence or qualification criteria as a condition of nomination — we flag them as relevant to the Board's broader assessment of the Corvus Peak nominees and the Company's preparation for the contested election. A. V

VII. Delaware Law Considerations A. DGCL Framework Under § 211 of the DGCL, shareholders of a Delaware corporation have the right to nominate directors for election at annual meetings of shareholders. The DGCL does not itself prescribe advance notice requirements for shareholder nominations; rather, it authorizes corporations to adopt bylaws governing the procedures for shareholder nominations, subject to equitable l

VIII. Recommendations Based on the foregoing analysis, we respectfully make the following recommendations to the Board of Directors:

1. Do not challenge the nominations on procedural grounds. The Corvus Peak nominations appear to satisfy all material advance notice requirements of the Bylaws. Any challenge on procedural grounds would carry significant legal risk in the Court of Chancery, would likely fail under the substantial compliance standard applied by Delaware courts, and could be perceived negatively by proxy advisory firms, institutional s

2. Confirm compliance with updating obligations. The Company should monitor whether Corvus Peak timely updates and supplements its nomination notice as required by Article II, Section 2.12(d) of the Bylaws upon establishment of the record date for the 2024 Annual General Meeting and prior to the annual meeting date. We recommend that, promptly following the Board's establishment of the record date and meeting date, t

3. Conduct independent due diligence on nominees. The Nominating & Governance Committee should commission comprehensive background checks on all three Corvus Peak nominees, including D&O questionnaire supplementation, criminal background checks, credit checks, litigation history searches, and regulatory disclosure reviews. The Committee should also conduct its own independence assessments under NYSE listing standards

4. Preserve the record. Nadine Khalil, as Corporate Secretary, should maintain a complete and secure record of the entire nomination package as received, including the original nomination letter, all attachments and exhibits, the time-stamped courier receipt confirming the date and time of hand delivery, the email transmission records, and all subsequent correspondence with Corvus Peak or its representatives regardin

5. Coordinate with proxy solicitor and outside advisors. We recommend that the Board promptly advise Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director), the Company's proxy solicitor, and Ashworth Velmoran LLP (Martin Cho, Lead Partner), the Company's litigation counsel for the contest, of this analysis and our conclusion that the Corvus Peak nominations should be treated as procedurally valid. This coo

6. Prepare for contested election mechanics. The Corvus Peak nominations trigger the contested election plurality voting standard under the Bylaws. The Board should begin preparing its own slate of nominees and proxy materials promptly. The Company engaged Citrine Advisory Group as proxy solicitor on February 28, 2024, and the filing of preliminary proxy statements with the SEC will need to occur in the coming weeks.

IX. Conclusion Based on the analysis set forth in this memorandum, the director nominations submitted by Corvus Peak Capital Partners LP on March 1, 2024, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu for election at the 2024 Annual General Meeting of Aurelius Global Media Group PLC, are timely — having been received on March 1, 2024, within the applicable advance notice window of February 10, 2024 th