Contract analysis

I. Executive Summary The Board of Directors of Aurelius Global Media Group PLC (the "Board") has asked Calderwood & Harkness LLP ("Calderwood & Harkness" or "we") to evaluate whether Aurelius Global Media Group PLC ("AGMG" or the "Company") should adopt a shareholder rights plan — commonly referred to as a "poison pill" — in response to the activist campaign by Corvus Peak Capital Partners LP ("Corvus Peak"). This me

II. Background and Context A. AGMG Corporate Profile Aurelius Global Media Group PLC is a global media and entertainment conglomerate incorporated under the laws of the State of Delaware and registered as an overseas company in England and Wales. The Company is dual-listed: its common shares trade on the New York Stock Exchange under the ticker symbol "AGMG" and on the premium segment of the Official List of the Fina

III. Legal Framework — Delaware Shareholder Rights Plans A. Overview of the Poison Pill Mechanism A shareholder rights plan, or "poison pill," is a defensive mechanism through which a corporation issues rights as a dividend to all shareholders of record. In a standard "flip-in" plan, these rights entitle holders — other than the triggering acquiror — to purchase additional shares of the company's common stock (or, in

IV. Application to AGMG's Current Situation A. Threat Identification Analysis The threshold inquiry under Unocal requires the Board to identify a cognizable threat to corporate policy and effectiveness. We address below the three potential threat theories that could be advanced in support of a rights plan and explain why, in our judgment, none of them supports adoption.

1. Nature of Corvus Peak's Campaign. The most fundamental obstacle to the adoption of a rights plan is the nature of Corvus Peak's campaign itself. Corvus Peak is pursuing a proxy contest for the election of three director candidates at the 2024 AGM. This is an exercise of the shareholder franchise — the most basic and constitutionally protected right of shareholders under Delaware corporate law. It is not a hostile

2. Assessment of "Creeping Control" Threat. The Board might argue that Corvus Peak's rapid accumulation from 6.1% to 8.7% over the five-week period from January 18 to February 26, 2024 — representing the acquisition of approximately 10,725,600 additional shares — suggests a trajectory toward creeping control that a rights plan is designed to arrest. We have carefully considered this argument and conclude that it is n

3. Absence of a Hostile Takeover Bid. No tender offer has been made for the Company's shares, and no such offer has been publicly contemplated by any party. While the Board separately engaged Stonebridge Crane & Co. (lead banker: Anil Kapoor-Mehta) on April 22, 2024, to evaluate strategic alternatives, this engagement was a Board-initiated process undertaken as part of the Board's own fiduciary analysis of the Compan

1. Would a Rights Plan Be Preclusive?. A rights plan with a trigger at 10–15% would not technically preclude a proxy contest by Corvus Peak. A proxy contest is waged through the solicitation of shareholder votes, not through the accumulation of shares above a specified ownership threshold. Corvus Peak can conduct its proxy contest, solicit proxies, and elect its director nominees to the Board without ever acquiring a

2. Would a Rights Plan Be Coercive?. A rights plan does not directly coerce shareholder voting behavior in a proxy contest. Unlike a coercive tender offer, which may pressure shareholders into tendering their shares to avoid being "frozen out" at a lower price, a rights plan does not alter the economic consequences of a shareholder's voting decision. A shareholder who votes for the Corvus Peak slate is not penalized,

3. Range of Reasonableness. Even if a rights plan were deemed neither technically preclusive nor technically coercive, we do not believe it would fall within the "range of reasonableness" as that concept has been articulated by the Delaware courts. The range-of-reasonableness inquiry asks whether the defensive measure is proportionate to the identified threat. Here, the disproportionality is stark: • The activist hol

V. Proxy Advisory Firm and Institutional Shareholder Considerations The legal analysis set forth above provides strong grounds for declining to adopt a rights plan. The practical and reputational considerations are equally compelling. The Board's ability to prevail in the June 7 AGM proxy contest depends critically on the voting recommendations of ISS and Tarrant Partners LLC and on the support of key institutional s

VI. Evaluation of "Shadow Pill" Alternative A. Description. As noted in Section III.A above, a "shadow pill" is a rights plan that is fully drafted and adopted by board resolution but is not publicly announced or triggered. The plan is maintained on a confidential basis, ready for rapid deployment if a creeping accumulation or hostile bid materializes. The theoretical advantage of a shadow pill is that it provides th

VII. Alternative Defensive Measures This memorandum is limited to the analysis of whether the Board should adopt a shareholder rights plan. A comprehensive survey of the alternative defensive measures available to the Board — including, without limitation, enhanced shareholder engagement, strategic alternatives announcements, enforcement of the Company's advance notice bylaw provisions, corporate communications and m

VIII. D&O Insurance Considerations The Board should be aware of the potential impact of a rights plan adoption on the Company's directors and officers liability insurance coverage. AGMG currently maintains a D&O insurance policy with Helmsley Indemnity Corp. (Policy No. HIC-DOL-2024-009347), providing coverage of $75 million per occurrence and $150 million in the aggregate, with an annual premium of $3.8 million. The

IX. Recommendation For the reasons set forth in this memorandum, Calderwood & Harkness LLP recommends that the Board of Directors of Aurelius Global Media Group PLC not adopt a shareholder rights plan at this time, whether as an immediately effective plan or as a shadow/shelf plan. Our recommendation is grounded in the following considerations, each of which has been addressed in detail above:

1. No Creeping Control Threat. Corvus Peak's 8.7% stake does not constitute a creeping control threat within the meaning of the Delaware case law. Corvus Peak's amended Schedule 13D does not disclose any intent to acquire control, and its ownership position is far from a controlling stake in a company with over 412 million shares outstanding and a dispersed institutional shareholder base.

2. Proxy Contest, Not a Hostile Bid. Corvus Peak's campaign is a proxy contest for the election of three director nominees — an exercise of the shareholder franchise. A poison pill is the wrong tool for this type of activist engagement. Rights plans are designed to deter hostile acquisitions and creeping accumulations of control, not to impede shareholder voting.

3. Legal Risk Under Unocal, Unitrin, and Blasius. Adoption of a rights plan in the present circumstances would likely fail the Unocal proportionality analysis and would create a substantial risk that a reviewing court would apply the Blasius "compelling justification" standard — an extremely demanding burden that we do not believe the Board could satisfy. The resulting litigation exposure, including the prospect of a

4. Adverse Proxy Advisory Firm Recommendations. Adoption of a rights plan would almost certainly trigger negative voting recommendations from both ISS and Tarrant Partners LLC for the Company's incumbent director nominees at the June 7 AGM. In the contested election environment, such recommendations could be determinative of the outcome.

5. Alienation of Key Institutional Shareholders. The Company's three largest non-activist institutional holders — Thorne Capital Management LP (6.3%), Ridgeway Asset Management Ltd. (5.1%), and Windermere Pension Trust (4.4%) — would likely view the adoption of a rights plan negatively. Together with Corvus Peak's 8.7% stake, adverse votes from these three holders would deliver approximately 24.5% of outstanding shar

6. UK Governance and FCA Considerations. AGMG's dual listing on the premium segment of the FCA Official List / London Stock Exchange Main Market creates additional governance expectations. UK institutional shareholders and governance bodies generally view poison pills as inconsistent with best practice. Adoption would create reputational risk and potential engagement complications with UK-based holders.

7. Adequate Alternative Defensive Measures. The Board has multiple proportionate defensive tools available — addressed in our forthcoming April 12, 2024 memorandum — that do not carry the legal and reputational risks of a rights plan and that are better suited to the specific nature of the Corvus Peak proxy contest. We recommend that the Board memorialize its decision not to adopt a rights plan in a formal resolution