Contract analysis

I. Executive Summary This memorandum sets forth Calderwood & Harkness LLP's recommended governance protocols for the chief executive officer search process to be overseen by the Special Committee of the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company"). The purpose of this memorandum is to establish a structured, defensible, and transparently documented CEO search process that satisfies

II. Background and Context A. Marcus Vane's Departure Marcus Vane resigned as Chief Executive Officer of AGMG effective March 8, 2024, in a letter to Dame Elspeth Greenvale citing "personal and family considerations." The resignation was unexpected by the Board and by the market, arriving as it did amid an escalating activist campaign by Corvus Peak Capital Partners LP and what had been, by all external accounts, a p

III. Governing Legal Framework The legal framework governing the Board's conduct of the CEO succession process is well-established under Delaware law. AGMG is incorporated in the State of Delaware, and its Certificate of Incorporation, Bylaws, and internal governance instruments are governed by the Delaware General Corporation Law ("DGCL"). The following discussion summarizes the key fiduciary principles that apply a

IV. Recommended Process Architecture: Step-by-Step Protocol The following eight-step protocol is Calderwood & Harkness's recommended architecture for the CEO search process. Each step is designed to be self-documenting, to satisfy the fiduciary standards discussed in Section III, and to withstand scrutiny in connection with any future challenge by Corvus Peak or any other party. The protocol should be adopted by the

V. Interview Protocols A. Scheduling and Logistics Interviews with short-listed candidates should be conducted in person. Calderwood & Harkness recommends that interviews take place at AGMG's offices at 14 Sceptre Row, London EC2V 7QN, or at Calderwood & Harkness's London office at 25 Bishopsgate, London EC2N 3AR. For external candidates who are not currently known to be in discussions with AGMG, a neutral venue — su

VI. Role of Hargrove Tate Partners LLC A. Scope of Engagement Hargrove Tate Partners LLC has been retained as the independent executive search advisor to the Special Committee. It is important that the Committee and Hargrove Tate maintain a clear understanding of the scope of this engagement. Hargrove Tate's role is to identify, screen, and present candidates — not to advocate for any particular candidate or outcome.