Contract analysis

I. Executive Summary The purpose of this memorandum is to provide the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") with a comprehensive analysis of the defensive strategies available in connection with the contested director election at the Company's 2024 Annual General Meeting (the "AGM"), currently scheduled for June 7, 2024. This memorandum assesses the Company's current position

II. Overview of the Contested Election A. Procedural Status Corvus Peak submitted its director nominations on March 1, 2024. The nominations were received within the advance notice window established by Article II, Section 2.11 of the AGMG Amended and Restated Bylaws (effective March 22, 2022), which requires nominations for the 2024 AGM to be delivered no earlier than February 10, 2024 and no later than March 11, 20

III. Shareholder Base Analysis A. Ownership Composition A thorough understanding of AGMG's shareholder base is critical to the development and execution of an effective defense strategy. Based on the most recent SEC filings, shareholder identification data provided by Citrine Advisory Group, and publicly available ownership disclosures, the following is a summary of AGMG's major shareholders: Total Shares Outstanding

1. Corvus Peak Capital Partners LP (8.7%) Corvus Peak will vote its 35,896,200 shares FOR its own nominees (Trask, Loring, and Chu) and will vote AGAINST or WITHHOLD on the three contested incumbent directors (Kessler, Pemberton, and Delgado-Ríos). This is a locked vote that is not subject to persuasion. Corvus Peak has a strong track record in activist campaigns and is running a well-resourced, professionally manage

2. Thorne Capital Management LP (6.3%) Thorne Capital Management is a passive long-only fund based in Boston, Massachusetts. The fund is managed by Oliver Thorne, who has historically maintained a low public profile in governance disputes. Thorne Capital's voting history indicates a pattern of generally voting with management in contested elections, but with a strong tendency to follow ISS recommendations when ISS ta

3. Ridgeway Asset Management Ltd. (5.1%) Ridgeway Asset Management is a traditional asset manager based in London, United Kingdom. The firm's Head of Governance, Fiona Ashcroft, has a reputation for independent governance analysis and does not automatically follow U.S. proxy advisory firm recommendations. Ridgeway applies the principles of the UK Stewardship Code to its governance assessments and may bring a somewhat

4. Windermere Pension Trust (4.4%) Windermere Pension Trust is a U.S. public pension fund with a governance-focused investment philosophy. The fund's Chief Investment Officer, Bernard Napier, is known to be sympathetic to activist campaigns at companies that have experienced sustained underperformance. Windermere has historically supported activist nominees in contested elections where both ISS and Tarrant Partners L

5. Index Funds and Passive Holders (estimated 25-30%) The largest single bloc of shares is held by index funds and other passive investment vehicles. These holders — including the major global index fund complexes — tend to follow ISS and/or Tarrant Partners LLC recommendations, particularly in contested elections where the fund's governance team does not have the resources to conduct independent analysis of every pr

6. Retail Shareholders (estimated 18-22%) Retail shareholders are estimated to hold approximately 18-22% of AGMG's outstanding shares. In contested elections at NYSE-listed companies of AGMG's size, retail voting participation rates typically range from 40-50%, which is meaningfully lower than institutional participation rates (which typically exceed 90%). However, the retail bloc is important for two reasons. First,

7. Management & Board Insiders (3.2%) Management and Board insiders collectively hold approximately 3.2% of outstanding shares (approximately 13,203,200 shares). These shares will be voted in favor of the incumbent slate and represent a reliable base of management support. Hugh Pemberton's personal holding of approximately 2.1% (8,664,600 shares) is the most significant component of this bloc. It is noteworthy that M

IV. Proxy Advisory Firm Analysis A. ISS

1. Applicable Policies ISS evaluates contested director elections under a multi-factor framework that considers: (i) the relative long-term and short-term performance of the company as compared to appropriate peer groups and sector benchmarks; (ii) the quality and composition of the competing slates of nominees; (iii) the responsiveness of the incumbent board to shareholder concerns and governance best practices; and

2. Predicted ISS Recommendation Based on our analysis of ISS's framework and its historical recommendations in comparable media-sector proxy contests, Calderwood & Harkness assesses that ISS is likely to recommend FOR at least two of the three Corvus Peak nominees. This assessment is driven by several factors: • AGMG's consolidated EBITDA margin of 18.6% trails sector medians cited by ISS in comparable recommendation

3. Strategic Implications If ISS recommends FOR two Corvus Peak nominees, a significant portion of institutional shareholders will follow that recommendation. Based on our analysis of ISS influence among AGMG's shareholder base, we estimate that an ISS recommendation in favor of Corvus Peak nominees would shift approximately 15-20% of total shares voted toward the activist side. This shift would be driven primarily b

1. Applicable Policies Tarrant Partners LLC's framework for evaluating contested director elections overlaps with ISS's in many respects but differs in several important ways. Tarrant Partners LLC tends to be more aggressive than ISS in supporting board refreshment and activist nominees in contested elections. The firm places significant weight on total shareholder return analysis relative to peers and sector benchma

2. Predicted Tarrant Partners LLC Recommendation Based on our analysis, Calderwood & Harkness assesses that Tarrant Partners LLC is more likely than ISS to recommend FOR all three Corvus Peak nominees. Tarrant Partners LLC is likely to view the entire Corvus Peak slate as warranted board refreshment given the underperformance narrative, the contested CEO succession process, and the Board's average tenure. Tarrant Par

3. Strategic Implications A combined ISS and Tarrant Partners LLC recommendation in favor of some or all of the Corvus Peak nominees would make management's position very difficult to sustain. We estimate that approximately 30-40% of shares voted in a contested election at a company of AGMG's size and institutional ownership profile follow one or both proxy advisory firms' recommendations. When both firms agree on a

V. Vote Projection Scenarios A. Methodology Calderwood & Harkness has developed a vote projection model based on the following inputs: (i) the shareholder base segmentation described in Section III; (ii) estimated ISS and Tarrant Partners LLC influence coefficients derived from historical data on institutional voting patterns; (iii) historical voting patterns in comparable media-sector proxy contests (summarized in A

VI. Defensive Strategy Options A. Proxy Solicitation Campaign — Enhanced Engagement

1. Institutional Shareholder Outreach The single most important defensive action available to the Board is an aggressive and well-coordinated institutional shareholder outreach program. Calderwood & Harkness recommends that the following individuals lead the engagement effort: • Dame Elspeth Greenvale, Independent Non-Executive Chair, should lead engagement with the top 10 institutional holders, including Thorne Capi

2. Retail Shareholder Campaign Citrine Advisory Group will deploy a multi-channel retail solicitation campaign designed to maximize voting participation among retail shareholders. The campaign will include: • Telephone Outreach: Citrine will deploy a team of trained callers to contact retail shareholders directly, encourage them to vote, and assist them in completing and returning the management proxy card. The telep

3. Supplemental Proxy Materials Calderwood & Harkness recommends that the Board consider filing supplemental proxy materials with the SEC under Rule 14a-6 to provide shareholders with additional information on the following topics: (a) CEO search milestones and timeline commitments, including the number of candidates considered, the stage of the search process, and the expected timeline for appointment of a permanent

1. Affirmative Narrative The Board's affirmative narrative should focus on the Company's transformation story and the Board's track record of strategic value creation. Key elements include: • Streaming Transformation. The Board oversaw the launch of the Luminos streaming platform in 2019, positioning the Company at the forefront of the industry's shift to direct-to-consumer distribution. Luminos has grown to become a

2. Counter-Narrative Against Corvus Peak The Board should also deploy a targeted counter-narrative that raises legitimate questions about Corvus Peak's motivations and the independence of its nominees: • Short-Term Orientation. Corvus Peak's rapid stake accumulation — from 6.1% to 8.7% in approximately five weeks (January 18 to February 26, 2024) — suggests a short-term trading orientation rather than a long-term gov

3. Media Relations The Company's communications team should coordinate with Calderwood & Harkness and Citrine Advisory Group on press strategy. Proactive story placement in major financial media outlets should emphasize the Board's governance track record, the independence and integrity of the CEO search process, and the Corvus Peak nominee independence concerns. The Company should prepare Dame Greenvale and relevant

1. Shareholder Rights Plan (Poison Pill) — Not Recommended As set forth in Calderwood & Harkness's memorandum of April 8, 2024, the Board analyzed and considered the adoption of a shareholder rights plan (commonly known as a "poison pill") as a potential defensive measure. The Board considered this matter at its meeting on April 10, 2024 and rejected the adoption of a rights plan. Calderwood & Harkness concurs with t

2. Bylaw Amendments — Limited Utility The advance notice window for the 2024 AGM closed on March 11, 2024, and the Corvus Peak nominations were timely and compliant. Accordingly, no bylaw amendment targeting the advance notice procedures would affect the current contest. Any mid-contest bylaw amendment that could be characterized as designed to impede the shareholder franchise would be subject to Blasius Industries,

3. Board Expansion / Appointment of Additional Directors A theoretical option exists for the Board to increase its size and appoint additional management-aligned directors before the AGM, thereby diluting the activist's electoral influence. However, this approach would face Blasius enhanced scrutiny in the Court of Chancery, and we assess that the Court would be likely to enjoin any such appointments if challenged. T