Contract analysis

I. Executive Summary The purpose of this memorandum is to provide guidance to the six continuing directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") on their fiduciary obligations and recommended procedural safeguards following the reconstitution of the Board of Directors (the "Board") at the 2024 Annual General Meeting of Shareholders (the "2024 AGM") held on June 7, 2024. This memorandum is addre

II. Background and Factual Context A. The Proxy Contest and AGM Results On or about January 19, 2024, Corvus Peak Capital Partners LP, a Delaware limited partnership with its principal office at 590 Lexington Avenue, 34th Floor, New York, NY 10022, publicly disclosed its intention to nominate a slate of three director candidates for election at AGMG's 2024 Annual General Meeting. Corvus Peak is an activist investment

1. Dame Elspeth Greenvale — Transitional Chair of the Board (independent non-executive director). Dame Greenvale has served on the AGMG Board since 2018 and was elected Chair in 2021. She has agreed to remain as transitional Chair through September 30, 2024, at which point the Board will need to determine a permanent Chair arrangement.

2. Priya Nair-Whitfield — Interim Chief Executive Officer and Chief Operating Officer (executive director). Ms. Nair-Whitfield was appointed Interim CEO on March 1, 2024, following the resignation of Marcus Vane. She has served as COO since 2020 and has been a member of the Board since 2021.

3. Lucinda Farrow-Grant — Independent non-executive director. Ms. Farrow-Grant has served on the AGMG Board since 2019 and served as a member of the Special Committee overseeing the CEO search.

4. Reginald Osei — Independent non-executive director. Mr. Osei has served on the AGMG Board since 2020 and currently chairs the Compensation Committee.

5. Dr. Anwen Llewellyn — Independent non-executive director. Dr. Llewellyn has served on the AGMG Board since 2017 and currently chairs the Audit Committee. She also served as a member of the Special Committee.

6. Garrett Voss — Chief Financial Officer (executive director). Mr. Voss has served as CFO since 2019 and joined the Board in 2022.

7. Malcolm Trask — Lead Independent Director (Corvus Peak nominee; non-executive director). Mr. Trask, age 58, is the former Chief Executive Officer of Archway Digital Holdings Inc., where he served from 2012 to 2021. He was nominated by Corvus Peak and elected at the 2024 AGM. At the June 10, 2024 Board meeting, Mr. Trask was elected Lead Independent Director.

8. Vanessa Loring — Non-executive director; named Chair of the Nominating & Governance Committee effective June 17, 2024 (Corvus Peak nominee). Ms. Loring, age 44, is a Managing Director at Corvus Peak Capital Partners LP, where she has been employed since 2016. She was nominated by Corvus Peak and elected at the 2024 AGM.

9. Dr. Raymond Chu — Non-executive director (Corvus Peak nominee). Dr. Chu, age 61, is the former President of Helix Media Networks Inc., where he served from 2009 to 2019. He was nominated by Corvus Peak and elected at the 2024 AGM.

10. The seat vacated by former CEO Marcus Vane remains unfilled. The Board has not yet determined the process or timeline for filling this vacancy. In addition, Nadine Khalil, General Counsel and Corporate Secretary of AGMG, attends all Board meetings in a non-voting advisory capacity. Ms. Khalil is responsible for ensuring compliance with applicable corporate governance requirements and serves as the custodian of AG

III. Fiduciary Obligations of All Directors — Regardless of Nominating Shareholder The reconstitution of the Board brings into sharp focus the fundamental principle that all directors, regardless of the shareholder or faction that nominated or supported their candidacy, owe the same fiduciary duties to the corporation and the totality of its shareholders. This section sets forth the applicable legal standards under D

IV. Conflicts of Interest Analysis — New Directors A. Malcolm Trask Background. Malcolm Trask, age 58, is the former Chief Executive Officer of Archway Digital Holdings Inc., a publicly traded digital media company, where he served from 2012 to 2021. Following his departure from Archway Digital, Mr. Trask has served on the boards of several technology and media companies in non-executive capacities. He was nominated

V. Information Barriers and Access to Pre-Reconstitution Privileged Materials A. Scope of the Issue During the pre-reconstitution period — from approximately March 12, 2024 (the date Calderwood & Harkness was engaged as independent governance counsel) through June 7, 2024 (the date of the 2024 AGM) — the Board and the Special Committee received extensive privileged legal advice from Calderwood & Harkness on a wide ra

1. Immediate Distribution of Category 1 Materials. New directors should be provided with Category 1 materials promptly to ensure they can fulfill their duties. Delay in providing these materials could impede the new directors' ability to act on an informed basis and could itself give rise to fiduciary concerns.

2. Board Resolution on Category 2 Access. The Board should adopt a resolution specifying the conditions under which Category 2 materials may be disclosed to new directors and the confidentiality undertakings required. This resolution should be adopted at the June 14, 2024 meeting or at the earliest practicable date thereafter.

3. Absolute Restriction on Category 3 Access for Loring. Category 3 materials should not be disclosed to Ms. Loring under any circumstances absent a court order or a determination by independent counsel that such disclosure is legally required. This restriction should be documented in the Board resolution and acknowledged by Ms. Loring in her confidentiality acknowledgment.

4. Case-by-Case Assessment for Trask and Chu (Category 3). Access to Category 3 materials by Mr. Trask and Dr. Chu should be evaluated on a case-by-case basis, with the General Counsel and independent governance counsel making a recommendation to the Board regarding the risk of waiver.

5. Updated Confidentiality Acknowledgments. All directors — continuing and new — should sign updated confidentiality acknowledgments reflecting the information barrier framework. These acknowledgments should explicitly state that directors may not share privileged Board materials with any third party, including nominating shareholders, their counsel, or their advisors.

6. Physical and Electronic Security. Pre-reconstitution materials classified as Category 2 or Category 3 should be stored in a separate, access-controlled section of the Board portal (Larkspur Data Systems or equivalent) and should not be included in the general Board materials distributed to all directors. Hard copies should be maintained in a secure location under the custody of the General Counsel.

VI. Recusal Protocols A. When Recusal Is Required Recusal is the primary procedural safeguard for managing conflicts of interest at the Board and committee levels. A director should recuse himself or herself from any discussion, deliberation, or vote on a matter in which the director has a personal financial interest, a conflicting duty to another entity, or a relationship that could reasonably be perceived as impair

1. Physical Departure. The recusing director should physically leave the boardroom (or exit the virtual meeting platform) during the discussion and vote on the conflicted matter. The recusing director should not remain in the room as an observer and should not participate in the deliberations in any manner, including by asking questions, making comments, or providing information.

2. Minutes. The minutes of the Board or committee meeting should reflect the recusal, the reason for the recusal, the time at which the recusing director departed the meeting and the time at which the recusing director returned, and a statement that the recusing director did not participate in the deliberation or vote on the conflicted matter.

3. Materials. Board or committee materials related to the conflicted matter should not be circulated to the recusing director in advance of the meeting. If materials are distributed via the Board portal, the relevant materials should be placed in a restricted access folder to which the recusing director does not have access.

4. Advance Identification. The General Counsel, Nadine Khalil, should review the agenda for each Board and committee meeting in advance and identify potential recusal situations. Directors who may be subject to recusal should be notified in advance of the meeting so that the recusal can be effected in an orderly manner. In cases of uncertainty, the General Counsel should consult with independent governance counsel be

5. Documentation. A record of all recusals, including the matter, the recusing director, the reason, and the meeting date, should be maintained by the Corporate Secretary and made available to the Board upon request. C. Committee-Level Recusals The same principles that govern Board-level recusals apply with equal force at the committee level. Each standing committee — including the Audit Committee, the Compensation C

VII. Governance of the CEO Succession Process Going Forward A. Status of the CEO Search As noted above, the reconstituted Board is expected to pass a resolution on June 14, 2024, tabling the CEO succession process indefinitely and dissolving the Special Committee that had been overseeing the search. If adopted, this resolution will effectively suspend the formal CEO search process that was initiated following the res

1. Reconstitute the Search Committee. Any committee established to oversee the CEO search should be composed of a majority of directors who are free from Corvus Peak conflicts. At a minimum, the committee should include a majority of continuing directors, and Ms. Loring should not serve on the committee in any capacity. Mr. Trask's participation on the committee should be evaluated in light of the specific candidates

2. Apply the Evaluation Framework Consistently. The evaluation framework previously developed by the pre-reconstitution Board (as set forth in Calderwood & Harkness's April 5, 2024 memorandum) should be applied consistently to all candidates, whether internal or external, and whether or not the candidate has ties to Corvus Peak or its management. The use of consistent, objective criteria is essential to demonstrating

3. Enhanced Independence Scrutiny for Corvus-Connected Candidates. Any candidate with ties to Corvus Peak, Damien Solberg, or the Corvus Peak investment thesis — including, most notably, Jonathan Hale — should be evaluated under heightened independence scrutiny. The Board should specifically assess whether the candidate's relationship with Corvus Peak or its management could compromise the candidate's independence as

4. Independent Executive Search Firm. The Board should retain an independent executive search firm — either by re-engaging Hargrove Tate Partners or by retaining a new firm — with a mandate to identify candidates who do not have pre-existing activist shareholder relationships. The search firm should be instructed to cast a wide net and to present a diverse slate of candidates.

5. Contemporaneous Documentation. All deliberations of the search committee and the full Board regarding the CEO search should be documented contemporaneously in detailed minutes. This documentation is essential for fiduciary protection in the event of a subsequent legal challenge to the selection process. C. Interim CEO Considerations Ms. Nair-Whitfield's continued service as Interim CEO should be confirmed by forma

VIII. Strategic Alternatives Review The strategic alternatives review represents one of the most significant pending corporate matters affected by the reconstitution of the Board. On April 22, 2024, the pre-reconstitution Board engaged Stonebridge Crane & Co. as financial advisor to conduct a review of strategic alternatives for the Company, including a potential sale, merger, spin-off, or other transformative transa