Contract analysis

I. Executive Summary This memorandum presents a pre-recommendation analysis of the published voting policies of Thackeray Health IT ("ISS") and Westmark Solutions ("Tarrant Partners LLC"), the two dominant proxy advisory firms, as those policies are expected to be applied to the contested election of directors at the 2024 Annual General Meeting ("AGM") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), cur

II. Background and Factual Context A. AGMG Corporate Profile Aurelius Global Media Group PLC is a Delaware-incorporated company registered as an overseas company in England and Wales, dual-listed on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange Main Market premium segment (ticker: AGMG.L). The Company's global headquarters are located at 14 Sceptre Row, London EC2V 7QN, United Kingdom. AGMG

III. ISS Voting Policy Framework — Applicable Policies A. ISS Policy on Contested Director Elections (Proxy Fight Framework) ISS evaluates contested director elections on a case-by-case basis, applying what it describes as a "totality-of-circumstances" approach rather than a mechanical or formulaic checklist. ISS's published policy guidelines acknowledge that every proxy contest presents a unique set of facts and cir

IV. Tarrant Partners LLC Voting Policy Framework — Applicable Policies A. Tarrant Partners LLC Policy on Contested Elections Tarrant Partners LLC's analytical framework for contested director elections shares certain structural similarities with ISS's approach but differs in emphasis and orientation in ways that are material to the AGMG contested election. Like ISS, Tarrant Partners LLC evaluates contested elections

V. Impact of Advisory Firm Recommendations on Shareholder Voting — Analysis by Shareholder Segment A. Institutional Shareholder Voting Tendencies and Advisory Firm Influence The recommendations issued by ISS and Tarrant Partners LLC carry significant influence over the voting behavior of institutional shareholders, particularly index funds, pension funds, and asset managers that rely on advisory firm guidance to info