Contract analysis

I. Executive Summary This memorandum surveys the full range of defensive measures legally available to the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") in responding to the activist campaign launched by Corvus Peak Capital Partners LP ("Corvus Peak"), and assesses each measure under the applicable Delaware law framework. This memorandum is intended to provide the Board

1. Enhanced shareholder engagement — a proactive outreach campaign targeting AGMG's institutional shareholder base to articulate the Board's strategic vision, defend the integrity of the CEO succession process, and address Corvus Peak's specific criticisms;

2. A credible strategic alternatives review — engagement of a reputable financial advisor to conduct a genuine evaluation of value-maximizing alternatives, publicly announced, which serves the dual purpose of responding to shareholder concerns about value creation and providing a business justification for continuity of the incumbent board through the review period;

3. Proactive settlement exploration — a parallel track of negotiations with Corvus Peak, through the Special Committee, to explore the possibility of a consensual resolution that seats one or two Corvus nominees in exchange for a standstill commitment and governance safeguards; and

4. Maintained optionality — keeping a "shadow pill" available for rapid deployment should Corvus Peak's ownership stake increase materially, signaling acquisition intent beyond the scope of the current proxy contest. We caution the Board against aggressive structural defenses — including adoption of a shareholder rights plan at the current ownership level, board expansion or vacancy-filling during the pendency of the

II. Legal Framework: Unocal / Unitrin Proportionality Standard Before surveying the specific defensive measures available to the Board, it is essential to establish the legal framework that will govern judicial review of any such measures. This Section sets forth the applicable standards of review under Delaware law, which is the governing law for AGMG's internal affairs as a Delaware-incorporated entity. A. Overview

III. Survey of Available Defensive Measures This Section examines each potential defensive measure available to the Board, assessing its legal permissibility, practical effectiveness, strategic implications, and our recommendation. The measures are presented in order of aggressiveness, from the most structurally defensive to the most collaborative. A. Shareholder Rights Plan ("Poison Pill")

1. Description. A shareholder rights plan — commonly known as a "poison pill" — is a board-adopted rights agreement pursuant to which the Company issues to all existing shareholders of record one right per share of common stock, entitling each right holder to purchase additional shares at a substantial discount if any single shareholder (or group of shareholders acting in concert) acquires shares in excess of a speci

2. Prior Board Action On April 10, 2024, the Board resolved not to adopt a shareholder rights plan at this time. This decision was made on the recommendation of Calderwood & Harkness, as set forth in detail in our Poison Pill / Shareholder Rights Plan Analysis memorandum dated April 8, 2024. The Board's resolution expressly preserved the Board's authority to reconsider adoption at a future date should circumstances m

4. Recommendation. We confirm and reaffirm the Board's April 10, 2024 decision not to adopt a shareholder rights plan at this time. The pill remains available as a "break glass" measure — and we recommend maintaining the shadow pill on a ready-to-deploy basis — but deployment at the current 8.7% ownership level, in a proxy-contest-only scenario, is inadvisable for both legal and strategic reasons. We recommend that t

1. Description. Under Section 109 of the DGCL and Article X of the Bylaws, the Board has the power to adopt, amend, or repeal the Bylaws, subject to certain limitations contained in the Certificate and subject at all times to the Board's fiduciary duties. Potential bylaw amendments that have been considered in the activist-defense context include: (a) tightening advance notice requirements for shareholder nominations

2. Advance Notice Bylaw Enforcement (Existing Provisions) AGMG's current advance notice provisions, set forth in Section 2.4 of the Bylaws, require that shareholder nominations of director candidates be delivered to the Secretary of the Company no earlier than 120 days and no later than 90 days before the first anniversary of the preceding year's annual meeting of shareholders. The 2023 Annual General Meeting was hel

3. Prospective Bylaw Amendments Several categories of prospective bylaw amendments have been considered: Enhanced Director Qualification Requirements. The Board could amend the Bylaws to require that all director nominees possess specific qualifications — for example, a minimum number of years of media industry experience, prior service on a governance or audit committee of a public company, or independence from any

5. Recommendation. We strongly advise the Board not to adopt new bylaw amendments directed at the pending proxy contest. The legal risks under both Unocal and Blasius are prohibitive, and the reputational and strategic costs are equally significant. The Board should continue to enforce existing advance notice provisions as applicable but should acknowledge, both internally and in its communications with shareholders,

1. Description. Under the Bylaws and the Certificate, the Board has the authority to fix the number of directors constituting the full Board and to fill vacancies (including newly created directorships resulting from an increase in the authorized number of directors) by the affirmative vote of a majority of the directors then in office. The Board could therefore expand its size and appoint additional directors aligne

3. Recommendation. We strongly advise the Board against expanding the authorized number of directors or filling the Vane vacancy prior to the AGM. Any such action would be perceived as an act of entrenchment, would invite immediate litigation in the Court of Chancery — where the Board would face the daunting "compelling justification" standard — and would severely damage the Board's credibility with institutional sha

1. Description. A "white squire" strategy involves placing a significant block of newly issued shares with a friendly investor — typically a strategic partner, an affiliated entity, or a long-term institutional investor — who is expected to vote in support of the management slate. This can be accomplished through a private placement, a directed public offering, or a PIPE (private investment in public equity) transact

2. Key Shareholders — Current Landscape To assess the feasibility and necessity of a white squire strategy, it is useful to survey AGMG's current ownership landscape. The following table summarizes the Company's known significant shareholders as of the most recent available filings: These five holders collectively account for approximately 27.7% of outstanding shares. The remaining approximately 72.3% is held by a di

4. Recommendation. A white squire strategy is not recommended in the current circumstances. The absence of a genuine, articulable capital-raising justification, combined with the pendency of the proxy contest, makes such an issuance legally perilous and strategically counterproductive. Any dilutive share issuance would provide Corvus Peak with compelling litigation ammunition — including the ability to seek injunctiv

1. Description. The Board can announce a formal review of strategic alternatives — a process in which the Board, aided by an independent financial advisor, evaluates a range of potential transactions and strategic options to maximize shareholder value. Such a review may encompass a potential sale of the Company as a whole, the divestiture of one or more business segments, a leveraged recapitalization or special divid

2. Factual Background On April 22, 2024, the Board engaged Stonebridge Crane & Co. ("Stonebridge") as financial advisor to conduct a comprehensive evaluation of strategic alternatives for AGMG. The engagement is led by Anil Kapoor-Mehta, Managing Director of Stonebridge's Financial Advisory Group, and is supported by a team of senior bankers with deep expertise in the media and entertainment sector. The engagement te

4. Strategic Considerations AGMG's business is organized into four operating segments, each with distinct revenue profiles, growth trajectories, and valuation characteristics: (a) Streaming & Digital Content — $1,835.4 million in revenue (42% of total FY 2023 revenue of $4.37 billion). This segment, anchored by the Luminos streaming platform, represents AGMG's highest-growth business and commands the highest valuatio

5. Recommendation. The strategic alternatives review is recommended as a core component of the Board's integrated defensive strategy. The Board has already taken the critical step of engaging a reputable financial advisor, and should proceed to announce the review publicly at the earliest strategically appropriate moment — ideally in connection with the filing of the definitive proxy statement. The review should have

1. Description. The Board can undertake a proactive, intensive shareholder engagement campaign — direct outreach to AGMG's institutional shareholder base to articulate the Board's strategic vision, defend the integrity of the ongoing CEO succession process, respond to Corvus Peak's specific criticisms, and make the affirmative case for the management slate. This engagement includes direct meetings and calls with the

2. Current Engagement Infrastructure The Board has already established the operational infrastructure for a comprehensive engagement campaign: Proxy Solicitor. On February 28, 2024, the Company engaged Citrine Advisory Group Inc. ("Citrine") as its proxy solicitor for the management slate. The engagement is led by Sandra Eriksson, Managing Director, who has extensive experience in contested proxy solicitations involv

4. Messaging Framework The engagement campaign should be organized around four interconnected themes: Theme 1: CEO Succession Process Integrity. The Board should emphasize its commitment to conducting a fair, open, and rigorous CEO search, guided by the independent executive search firm Hargrove Tate Partners LLC (lead consultant: Christine Aldridge), with compensation benchmarking provided by Brackenridge Howard Ass

5. Proxy Advisory Firm Engagement Pre-recommendation meetings with ISS and Tarrant Partners LLC are critical to the outcome of the proxy contest. These firms influence a substantial proportion of institutional shareholder votes — estimates vary, but ISS and Tarrant Partners LLC recommendations are widely followed by index funds and passive investors, and a negative recommendation can shift vote totals by 15–20% or mo