Contract analysis

I. Executive Summary On May 22, 2024, Westmark Solutions ("Tarrant Partners LLC") published its proxy advisory report for the 2024 Annual General Meeting ("AGM") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), scheduled for June 7, 2024. Tarrant Partners LLC recommends that AGMG shareholders vote FOR all three director nominees put forward by Corvus Peak Capital Partners LP ("Corvus Peak"): Malcolm Tras

II. Background A. The Proxy Contest Corvus Peak Capital Partners LP is a Delaware limited partnership with its principal office at 590 Lexington Avenue, 34th Floor, New York, NY 10022. Its general partner is Corvus Peak Management LLC. The fund was founded by, and is led by, Damien Solberg, who serves as Chief Investment Officer. The portfolio manager responsible for the Corvus Peak campaign with respect to AGMG is E

III. Tarrant Partners LLC Recommendation — Detailed Analysis A. Summary of Recommendation Tarrant Partners LLC published its proxy advisory report for the AGMG 2024 AGM on May 22, 2024 (the "Tarrant Partners LLC Report"). The Tarrant Partners LLC Report makes the following recommendations to AGMG shareholders: • Vote FOR all three Corvus Peak nominees: Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu. • WITHHOLD vo

1. Board Refreshment and Oversight Deficiencies. Tarrant Partners LLC devotes considerable attention to the Board's handling of the CEO succession process. The report characterizes the Board's designation of Priya Nair-Whitfield as Interim CEO on March 8, 2024 — the same date as Marcus Vane's resignation — as a "predetermined outcome" that "prejudiced the integrity of the formal search process that the Board subseque

2. Financial Performance Concerns. The Tarrant Partners LLC Report highlights AGMG's financial performance as a contributing factor in its support for the Corvus Peak slate. Specifically, Tarrant Partners LLC references the Company's fiscal year 2023 financial results: revenue of $4.37 billion and EBITDA of $812 million, representing an EBITDA margin of approximately 18.6%. Tarrant Partners LLC benchmarks these resul

3. Board Composition and Tenure. Tarrant Partners LLC places significant emphasis on board composition and director tenure concerns. The report specifically flags Hugh Pemberton's tenure as a co-founder and the longest-serving director on the Board, noting his age (71) and the fact that he has served on the Board since the Company's inception. Tarrant Partners LLC characterizes extended director tenure as a governanc

4. Support for Vanessa Loring Despite Affiliation. The most analytically significant aspect of the Tarrant Partners LLC Report is its decision to recommend shareholders vote FOR Vanessa Loring despite her affiliation with Corvus Peak as a Managing Director. This divergence from ISS's withhold recommendation on Loring warrants careful examination. Tarrant Partners LLC acknowledges that Ms. Loring is not independent fr

5. Defensive Posture Criticism. The Tarrant Partners LLC Report contains a mixed assessment of the Board's defensive posture during the proxy contest. On the positive side, Tarrant Partners LLC notes that the Board considered and rejected the adoption of a shareholder rights plan ("poison pill") on April 10, 2024. Tarrant Partners LLC views this decision favorably, characterizing it as evidence that "the Board, to it

IV. Updated Vote Projections A. Methodology. The updated vote projections set forth below incorporate the Tarrant Partners LLC recommendation (May 22, 2024), the ISS recommendation (May 17, 2024), the Windermere Pension Trust public statement of support for the full Corvus Peak slate (May 17, 2024), and refined analysis of institutional holder voting tendencies. These projections have been prepared in coordination wi

V. Implications for the Board A. Board Composition Post-AGM If all three Corvus Peak nominees are elected at the June 7, 2024 AGM (Scenario 1), the reconstituted Board will consist of the following 10 voting members:

1. Dame Elspeth Greenvale — Transitional Chair (appointed March 8, 2024 following Marcus Vane's resignation and Priya Nair-Whitfield's assumption of the Interim CEO role)

2. Priya Nair-Whitfield — Interim CEO/COO (Executive Director)

3. Lucinda Farrow-Grant — Independent Non-Executive Director

4. Reginald Osei — Independent Non-Executive Director

5. Dr. Anwen Llewellyn — Independent Non-Executive Director

6. Garrett Voss — CFO (Executive Director)

7. Malcolm Trask — Corvus Peak nominee (Independent)

8. Vanessa Loring — Corvus Peak nominee (Affiliated with Corvus Peak)

9. Dr. Raymond Chu — Corvus Peak nominee (Independent)

10. One vacant seat (formerly held by Marcus Vane, resigned March 8, 2024; not filled) The departing directors under this scenario would be Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos. Nadine Khalil would continue in her role as General Counsel and Corporate Secretary, attending Board meetings in a non-voting capacity. The reconstituted Board's composition warrants careful analysis. Three Corvus Peak-align

VI. Settlement Analysis — Revised Assessment A. Prior Settlement Dynamics On May 10, 2024, Corvus Peak submitted a written settlement proposal to the Board through its counsel, Dominic Sayer at Blackthorn Howell & Crane LLP. The terms of the May 10 proposal were as follows: (i) two Corvus Peak nominees (Trask and Chu) would be immediately appointed to the Board in advance of the AGM; (ii) the CEO search would be paus

VII. UK Regulatory Considerations As a company with shares admitted to the premium segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange Main Market under the ticker AGMG.L, the Company is subject to the UK regulatory framework governing publicly traded companies, including the Disclosure Guidance and Transparency Rules ("DTR") administered by the FCA. In

VIII. Section 220 Demand Considerations On March 22,