Contract analysis

I. Executive Summary The purpose of this memorandum is to assess whether Jonathan Hale's pre-existing relationship with Damien Solberg, Founding Partner and Chief Investment Officer of Corvus Peak Capital Partners LP ("Corvus Peak"), compromises Hale's ability to serve as a "truly independent" external candidate for the position of Chief Executive Officer of Aurelius Global Media Group PLC ("AGMG" or the "Company").

II. Background A. Jonathan Hale — Professional Biography Jonathan Hale, age 56, is the former Chairman and Chief Executive Officer of Meridian Studios International Inc. ("Meridian Studios"), a role he held from 2014 through 2022. During his tenure at Meridian Studios, Hale led a significant transformation of the company's operations, expanding its production slate, investing in international co-productions, and buil

III. Legal Framework for Independence Analysis A. Delaware Fiduciary Duty Principles AGMG is a public limited company organized under the laws of England and Wales, with its common shares listed on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange Main Market (ticker: AGMG.L). Although the Company is not a Delaware corporation, the Special Committee has determined — and we agree — that Delaware

Section 303A.02 — Independence Criteria. Section 303A.02 of the NYSE Listed Company Manual provides that a director is not "independent" unless the board of directors affirmatively determines that the director has no "material relationship" with the listed company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the company. The rule further provides that a boa

IV. Detailed Analysis of Independence Concerns A. Shared Board Service at Keystone Digital Ventures Ltd. The most significant factual predicate for the independence concern is the shared board service of Hale and Solberg at Keystone Digital Ventures Ltd. We address this relationship in detail. Nature of the Entity. Keystone Digital Ventures Ltd. is a private limited company organized under the laws of England and Wal

V. Assessment of Whether Hale Is "Truly Independent" Based on the facts currently available, Calderwood & Harkness concludes that Jonathan Hale cannot be characterized as a "truly independent" external candidate for the CEO position at Aurelius Global Media Group PLC. The shared board service at Keystone Digital Ventures Ltd. with Damien Solberg establishes a material pre-existing professional relationship between th

VI. Recommendations A. Enhanced Due Diligence We recommend that the Special Committee undertake the following enhanced due diligence measures before making any further determination regarding Jonathan Hale's candidacy:

1. Conflict-of-Interest Questionnaire. The Special Committee should require Hale to complete a detailed conflict-of-interest questionnaire disclosing all direct and indirect relationships with Damien Solberg, Corvus Peak Capital Partners LP, Corvus Peak Management LLC, and any entities affiliated with Solberg or Corvus Peak. The questionnaire should cover, at a minimum, the following categories: (a) shared board serv

2. Direct Interview of Hale. The Special Committee should conduct a direct interview of Hale specifically addressing the independence and conflict-of-interest issues identified in this memorandum. The interview should cover the following topics: (a) The nature and duration of Hale's relationship with Solberg, including the circumstances under which they first met, the nature and frequency of their interactions, and t

3. Confirmation from Hargrove Tate Partners. The Special Committee should request that Hargrove Tate Partners LLC, through lead partner Christine Aldridge, confirm in writing whether Jonathan Hale was independently sourced by the search firm through its standard candidate identification process, or whether his name was introduced by any board member, shareholder, or external party. If Hale's name was introduced by a

4. Review of Keystone Digital Ventures Ltd. Corporate Filings. The Special Committee should direct Calderwood & Harkness to obtain and review the corporate filings of Keystone Digital Ventures Ltd. from Companies House (the official register of companies in England and Wales). These filings should disclose the appointment and resignation dates for Hale and Solberg as directors, any equity interests held by either ind

1. Documentation of Deliberations. If the Special Committee decides to continue evaluating Hale after enhanced due diligence is completed, the Committee should ensure that its deliberations and the basis for any decision are thoroughly documented in contemporaneous minutes and memoranda. This documentation should reflect the Committee's consideration of the independence concerns identified in this memorandum, the res

2. Independent Background Investigation. The Special Committee should consider retaining an independent background investigation firm — separate from Hargrove Tate Partners — to supplement the search firm's standard due diligence on Hale. An independent investigation firm can conduct a more comprehensive review of Hale's professional history, financial interests, and personal relationships, including any connections

3. Parallel Evaluation of All Candidates. The Special Committee should ensure that its evaluation of Hale is conducted in parallel with a continued robust evaluation of Priya Nair-Whitfield and the other external candidates identified by Hargrove Tate. Narrowing the process to a single candidate — particularly an activist-preferred candidate — before all due diligence has been completed would create an appearance tha

1. SEC and Proxy Disclosure. If Jonathan Hale is ultimately selected as CEO, the Board should consider disclosure of the Hale-Solberg relationship in the Company's SEC filings, including any Form 8-K announcing the appointment, and in any proxy materials distributed in connection with the June 7, 2024 Annual General Meeting or any subsequent meeting at which the CEO appointment is relevant. The disclosure should desc

2. Consequences of Non-Disclosure. Failure to disclose a known material relationship between the CEO and the founding partner of the Company's most prominent activist shareholder could expose the Board to shareholder litigation alleging that the appointment was made on the basis of incomplete or misleading disclosure, and to regulatory scrutiny from the SEC and, potentially, the Financial Conduct Authority in the Uni

1. Preservation of Privilege. The Special Committee should not communicate the contents of this memorandum or the Committee's deliberations regarding Hale to Corvus Peak or its counsel, Blackthorn Howell & Crane LLP (Dominic Sayer and Kathleen Bryce). This analysis is protected by the attorney-client privilege and the attorney work product doctrine, and any disclosure to Corvus Peak or its representatives — whether i

2. Settlement Discussions. If settlement discussions with Corvus Peak arise or resume in the future — including discussions that may involve the identity of CEO candidates — the Special Committee should be prepared to address the Hale conflict issue directly. The Committee should not agree to any settlement framework that would commit the Board to appointing a specific CEO candidate, as any such commitment would cons

VII. Conclusion The relationship between Jonathan Hale and Damien Solberg, centered on their shared board service at Keystone Digital Ventures Ltd. and reinforced by circumstantial evidence of coordination with Corvus Peak Capital Partners LP's activist campaign at AGMG, raises material concerns about Hale's ability to serve as a truly independent external CEO candidate for Aurelius Global Media Group PLC. The relati