Contract analysis

I. Executive Summary On June 7, 2024, Aurelius Global Media Group PLC ("AGMG," the "Company," or "Aurelius") held its 2024 Annual General Meeting (the "AGM") at the Company's registered offices. The AGM was the culmination of a months-long contested election process initiated by Corvus Peak Capital Partners LP ("Corvus Peak"), an activist hedge fund holding approximately 8.7% of the Company's outstanding common share

II. Voting Results — Detailed Analysis A. Participation and Quorum The Company has 412,600,000 common shares outstanding as of the April 19, 2024 record date for the AGM. Of those outstanding shares, a total of 351,280,400 shares were voted at the AGM, either in person or by proxy, representing a voter turnout of approximately 85.1% of all outstanding shares entitled to vote. This level of participation is notably hi

III. Reconstituted Board Composition A. Post-AGM Board (10 Voting Members, One Vacancy) Following the certification of the AGM results, the Board of Directors of Aurelius Global Media Group PLC is composed as follows: The Board thus consists of ten occupied seats and one vacancy. Of the ten occupied seats, seven are held by non-executive directors and three (Nair-Whitfield, Voss, and — pending independence determinat

IV. Implications for Board Dynamics and Governance A. Power Dynamics on the Reconstituted Board The election of three Corvus Peak nominees to a ten-member Board creates a new and potentially complex set of power dynamics that will shape the Board's deliberations and decision-making for the foreseeable future. blocking power. With three seats, the Corvus Peak nominees can effectively block any Board action that requir

V. Implications for the CEO Succession Process A. Status of the Search The CEO succession process is arguably the most consequential governance matter facing the reconstituted Board, and the AGM results have fundamentally altered the landscape in which that process will unfold. The CEO search was initiated following the resignation of Marcus Vane on March 8, 2024, and was conducted under the oversight of the Special

VI. Immediate Legal and Governance Action Items The following action items require the prompt attention of the reconstituted Board and the Company's legal advisors. We have organized these items in approximate order of urgency. A. Organizational Meeting of the Reconstituted Board An organizational meeting of the reconstituted Board should be convened at the earliest practicable date. Based on discussions with the Gen