Contract analysis

I. Executive Summary On May 17, 2024, Cobalt Ridge Solutions ("ISS") issued its proxy voting recommendation for the Aurelius Global Media Group PLC ("AGMG" or the "Company") 2024 Annual General Meeting of Shareholders (the "AGM"), currently scheduled for June 7, 2024. This memorandum provides an analysis of the ISS recommendation, its implications for the contested director election, and our revised strategic recomme

II. Summary of the ISS Report A. ISS Voting Recommendations — Director Election Proposals The AGM will feature a contested election of directors. Pursuant to Section 2.09 of the AGMG Amended and Restated Bylaws, effective March 22, 2022, the plurality voting standard is triggered by virtue of the fact that Corvus Peak has submitted nominations, and accordingly the number of nominees exceeds the number of available bo

III. Revised Vote Projections A. Methodology The vote projections set forth below update and supersede the projections contained in Calderwood & Harkness's May 1, 2024 Shareholder Base Analysis and Vote Projection memorandum. The revisions reflect the ISS recommendation, the Windermere public endorsement, and updated intelligence from Citrine Advisory Group Inc. ("Citrine"), the Company's proxy solicitor, regarding i

IV. Strategic Implications A. Impact on CEO Succession Process The most consequential strategic implication of the projected vote outcome is its impact on the CEO succession process, which is the central governance issue animating both the ISS recommendation and the Corvus Peak campaign. If two or three Corvus Peak nominees are elected — as all three scenarios project — the reconstituted Board is likely to reconsider

V. Assessment of Settlement Posture A. The May 10 Corvus Peak Settlement Proposal (Rejected) On May 10, 2024, Corvus Peak submitted a settlement proposal to the Board through counsel-to-counsel communication between Dominic Sayer of Blackthorn Howell & Crane LLP and Nathaniel Bower of this firm. The substance of the Corvus Peak proposal was as follows: (i) two Corvus Peak nominees (identity not specified) would be im

VI. Recommended Course of Action A. Immediate Steps (Within 48 Hours) Calderwood & Harkness recommends that the Board and Special Committee take the following steps within 48 hours of receipt of this memorandum:

1. Convene an emergency Board meeting (or, if a full Board meeting cannot be assembled on short notice, a Special Committee meeting with authority to act on behalf of the Board) to discuss the ISS recommendation, the revised vote projections set forth in Section III, and the settlement analysis set forth in Section V. The meeting should be convened by telephone or videoconference at the earliest practicable time and

2. Authorize Dame Elspeth Greenvale and the Special Committee to reopen direct settlement discussions with Corvus Peak. Communication should be initiated through appropriate channels — through Damien Solberg and/or portfolio manager Erin Nakamura on the Corvus Peak side, with parallel counsel-to-counsel contact between Nathaniel Bower of Calderwood & Harkness and Dominic Sayer of Blackthorn Howell & Crane LLP. The au

3. Brief Citrine Advisory Group (Sandra Eriksson, managing director) on the Board's updated settlement posture so that Citrine can calibrate its proxy solicitation messaging accordingly. Citrine should not, at this stage, alter its solicitation activities in a manner that signals settlement to the market, but should be prepared to shift messaging rapidly if an agreement is reached.

4. Coordinate with Ashworth Velmoran LLP (Martin Cho, lead partner) on any SEC disclosure obligations that may be triggered by the commencement of settlement negotiations or the execution of a cooperation agreement. Per the coordination protocol established on March 19, 2024, any material developments in the proxy contest, including the commencement of substantive settlement discussions, should be evaluated for poten

VII. Conclusion The ISS recommendation issued on May 17, 2024, is a material adverse development for the incumbent Board's proxy contest defense. It consolidates institutional sentiment in favor of board-level change, endorses two of the three Corvus Peak nominees, and explicitly recommends against the re-election of three incumbent directors. The concurrent public endorsement of the full Corvus Peak slate by Winderm

VIII. Appendices Appendix A: Summary of ISS Voting Recommendations by Director Nominee The following table summarizes the ISS voting recommendations for each nominee standing for election at the AGMG 2024 Annual General Meeting: Appendix B: Updated Shareholder Base Analysis The following table presents the top shareholders by share ownership, together with their known or projected voting tendencies and estimated ISS-