Contract analysis

I. Executive Summary This memorandum is intended to advise the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") regarding the fiduciary duties and legal constraints applicable to incumbent directors during the pending proxy contest with Corvus Peak Capital Partners LP ("Corvus Peak"). The issues addressed herein are of critical importance to every member of the Board, and

II. Background and Factual Context We set forth below a summary of the factual background relevant to the analysis in this memorandum. We have drawn upon information provided by the Company's management, the General Counsel's office, and our own independent review of the Company's public filings, governance documents, and related materials. A. The Company Aurelius Global Media Group PLC is a Delaware-incorporated, En

III. Fiduciary Framework Under Delaware Law The following section sets forth the general fiduciary framework applicable to directors of a Delaware corporation, with particular emphasis on the application of these principles in the context of a contested election of directors. A. Duty of Care Under Delaware law, directors owe a duty of care to the corporation and its shareholders. The duty of care requires that direct

IV. Use of Corporate Resources in Proxy Solicitation A. General Principles It is well established under Delaware law that incumbent directors are permitted to use reasonable corporate resources to communicate with shareholders regarding the election of directors, to solicit proxies in support of the Board's recommended slate, and to advocate for the re-election of the Board's nominees. See Rosenfeld v. Fairchild Engi

V. Blasius Enhanced Scrutiny The Blasius enhanced scrutiny standard represents the most significant legal risk facing the Board during the proxy contest period. This section provides a detailed analysis of the Blasius standard, its application in Delaware case law, and its specific relevance to the Board's current situation. A. The Blasius Standard — Origins and Formulation In Blasius Industries, Inc. v. Atlas Corp.,

1. Rejection of the Poison Pill (April 10, 2024). On April 10, 2024, the Board determined not to adopt a shareholder rights plan, following this firm's recommendation set forth in our memorandum dated April 8, 2024. This decision actually favored the shareholder franchise by declining to impose a structural impediment to the accumulation of shares by Corvus Peak or other shareholders. Accordingly, the rejection of th

2. Designation of Nair-Whitfield as Interim CEO (March 8, 2024). Corvus Peak has publicly criticized the designation of Ms. Nair-Whitfield as Interim CEO as a "predetermined outcome" that preempts the CEO succession process. However, we assess the Blasius risk associated with this action as low for several reasons. First, the designation occurred on March 8, 2024 — one week after Corvus Peak's formal nominations on M

3. Formation of the Special Committee (March 18, 2024). The formation of the Special Committee to oversee the CEO search process reflects a governance best practice and is unlikely to be characterized as a franchise-interfering measure. The Special Committee was constituted with independent directors and a clear mandate to conduct a thorough, independent search for a permanent CEO. This action enhances, rather than i

4. Engagement of Stonebridge Crane to Evaluate Strategic Alternatives (April 22, 2024). This engagement presents a more nuanced Blasius analysis. Corvus Peak may argue that the Board's decision to launch a strategic alternatives review — announced approximately six weeks before the June 7, 2024 AGM — is an entrenchment device designed to demonstrate incumbent competence, undermine the activist's platform, and influen

5. Potential Future Actions Requiring Caution. The Board should be particularly cautious regarding the following potential actions, each of which could trigger Blasius scrutiny: (a) Board expansion and vacancy filling. Any attempt to expand the size of the Board from its current ten-member configuration and fill new seats with incumbents or incumbent-aligned directors before the June 7, 2024 AGM would present the mos

VI. Limitations on Incumbent Campaign Conduct A. Public Statements and Communications All public statements by incumbent directors regarding the proxy contest — including press releases, letters to shareholders, media interviews, analyst presentations, and social media posts — should be reviewed and approved by counsel before dissemination. This requirement applies to all directors, including the Chair, executive dir