Contract analysis

I. Executive Summary This memorandum is prepared for the Special Committee of the Board of Directors of Aurelius Global Media Group PLC (the "Special Committee" or "Committee") to summarize the interviews of five external CEO candidates conducted on April 18, 2024, at the London offices of Calderwood & Harkness LLP, 25 Bishopsgate, London EC2N 3AR, and to provide our preliminary assessments and recommendations regard

II. Background and Process A. Search Process to Date Marcus Vane resigned as Chief Executive Officer of AGMG effective March 8, 2024, citing "personal and family considerations." Pursuant to the terms of Mr. Vane's employment agreement, his departure triggered a severance entitlement of approximately $14.8 million, calculated as follows: two times his base salary of $2.4 million ($4.8 million), two times his target a

III. Individual Candidate Assessments A. Candidate 1: Jonathan Hale

1. Background Summary Jonathan Hale, age 56, served as Chairman and Chief Executive Officer of Meridian Studios International Inc. ("Meridian Studios") from 2014 to 2022, a period during which he oversaw the studio's transformation from a mid-tier content producer into a vertically integrated entertainment enterprise. His tenure culminated in the negotiation and execution of Meridian Studios' acquisition by Zenith Co

2. Interview Performance — Strengths Mr. Hale was the first candidate interviewed on April 18, and he delivered what the Committee members unanimously characterized as an immediately commanding performance. His preparation was evident from the outset: he demonstrated a detailed and current understanding of AGMG's financial profile, business segment composition, and competitive positioning, drawing on publicly availab

3. Interview Performance — Concerns Notwithstanding Mr. Hale's strong performance, the interview raised several concerns that the Committee should carefully consider. The most significant of these relates to Mr. Hale's pre-existing relationship with Damien Solberg of Corvus Peak, which is addressed in detail in Section V of this memorandum. Conflict of Interest — Relationship with Damien Solberg / Corvus Peak Capital

4. Overall Preliminary Assessment Jonathan Hale presents a strong operational profile and highly relevant industry credentials. His track record in content production, studio operations, and transformative M&A positions him as a credible candidate for the AGMG CEO role, and his interview performance was among the strongest of the five candidates. However, the Solberg/Corvus Peak conflict constitutes a material concer

1. Background Summary Diana Pressfield, age 50, most recently served as President of the Global Content Division at Solaris Media Group Inc. ("Solaris"), where she oversaw an annual content production budget exceeding $2 billion and was responsible for the creative direction, development, and distribution of Solaris's entertainment programming across linear, digital, and streaming platforms. Her tenure at Solaris was

2. Interview Performance — Strengths Ms. Pressfield delivered a polished and substantive interview performance that demonstrated her deep expertise in content strategy and digital distribution. The Committee members noted the following areas of particular strength: Content Pipeline and Luminos Strategy. Ms. Pressfield articulated a detailed and actionable plan for enhancing the content pipeline of AGMG's Luminos stre

3. Interview Performance — Concerns Lack of Public Company CEO Experience. Ms. Pressfield has not previously served as the chief executive officer of a publicly traded company. An appointment at AGMG would represent her first CEO role and would require her to assume immediate responsibility for the governance, disclosure, investor-relations, and regulatory obligations associated with leading a dual-listed company (NY

4. Overall Preliminary Assessment Diana Pressfield is a creative, content-focused leader with strong cultural alignment, impressive international experience, and deep expertise in the digital media landscape. She would be a compelling choice for a CEO appointment oriented toward a content-led, platform-centric growth strategy. However, her lack of public company CEO experience, limited M&A credentials, and non-compet

1. Background Summary Robert Anselm, age 54, served as Chief Executive Officer of Archway Digital Holdings Inc. ("Archway") from 2017 until his retirement in 2023. During his tenure, Mr. Anselm oversaw Archway's transformation from a mid-cap digital media company into a diversified digital media and e-commerce enterprise with an enterprise value of approximately $2.8 billion at the time of his departure. His leadersh

2. Interview Performance — Strengths Mr. Anselm's interview performance was notable for its thoroughness, analytical rigor, and operational specificity. The Committee members identified the following areas of particular strength: Technology and E-Commerce Expertise. Mr. Anselm demonstrated a deep understanding of the intersection of media, technology, and e-commerce — a perspective directly relevant to AGMG's E-Comme

3. Interview Performance — Concerns Gap Since Last Operating Role. Mr. Anselm has been out of an active operating role for over one year since his retirement from Archway in 2023. While this is not inherently disqualifying, some industry contacts have suggested — through Hargrove Tate's reference inquiries — that his departure from Archway was driven at least in part by strategic disagreements with the Archway board

4. Overall Preliminary Assessment Robert Anselm is a competent, financially disciplined operator with strong technology and e-commerce credentials and a clean independence profile. He presents the most well-rounded candidacy among the five external candidates, with relevant experience across several of the Evaluation Framework criteria and no identified conflict-of-interest concerns. His candidacy would be a particul

1. Background Summary Margaret Yun-Torres, age 47, most recently served as Chief Strategy Officer of Helix Media Networks Inc. ("Helix"), where she played a key role in the company's digital transformation and diversification strategy over a six-year tenure. In that role, she was responsible for corporate strategy, strategic planning, business development, and the evaluation of potential acquisition targets. She repo

2. Interview Performance — Strengths Ms. Yun-Torres delivered an interview performance that was distinguished by its analytical depth and strategic sophistication. The Committee noted the following strengths: Strategic and Analytical Rigor. Ms. Yun-Torres provided the most detailed and data-driven competitive landscape analysis among all five candidates. Her presentation included a comprehensive assessment of AGMG's

3. Interview Performance — Concerns No CEO or General Management P&L Responsibility. Ms. Yun-Torres has not previously served as a CEO, a division president, or in any role with direct profit-and-loss accountability. The transition from Chief Strategy Officer to CEO of a $4.37 billion revenue, $8.65 billion market capitalization, dual-listed global media conglomerate would represent a significant and potentially chal

4. Overall Preliminary Assessment Margaret Yun-Torres is a strong strategic thinker with impressive analytical capabilities and a thorough understanding of the media landscape. However, given her lack of CEO experience, limited organizational management scope, and the significant step-up that the AGMG CEO role would represent, Calderwood & Harkness does not recommend advancing her candidacy to the second-round shortl

1. Background Summary Philip Deveraux, age 52, currently serves as Chief Executive Officer of Halcyon Digital Ltd., a subsidiary of Halcyon Broadcasting Group plc focused on digital media content production and distribution in UK and European markets. Under Mr. Deveraux's leadership, Halcyon Digital has grown to become one of the leading independent digital content providers in the UK market, with a strong presence i

2. Interview Performance — Strengths Mr. Deveraux delivered a confident and well-organized interview performance that highlighted his deep familiarity with the UK and European media landscape. The Committee noted the following strengths: UK Regulatory and Governance Credibility. Mr. Deveraux demonstrated a strong and immediate understanding of the UK regulatory and corporate governance landscape, including FCA disclo

3. Interview Performance — Concerns Limited US Market Experience. The United States remains AGMG's largest revenue market, generating the majority of revenue in both the Streaming & Digital Content segment and the Advertising & Brand Partnerships segment. Mr. Deveraux's career has been predominantly UK and European-focused, and his direct experience in the US media market — including relationships with US content buy

4. Overall Preliminary Assessment Philip Deveraux is a credible UK-based candidate with strong European credentials and immediate regulatory and cultural fit with AGMG's London-headquartered operations. His candidacy would be particularly attractive if the Board's strategic priority is to strengthen the Company's European presence and to emphasize its UK identity. However, his limited US market depth, scale experienc

IV. Comparative Summary and Ranking A. Comparative Assessment Matrix The following table provides a side-by-side comparison of all five external candidates against the key criteria established in the Evaluation Framework memorandum of April 5, 2024. Ratings reflect the Committee's preliminary assessment based on the April 18 interviews and are subject to revision upon completion of additional due diligence and second

1. Robert Anselm — Mr. Anselm emerges as the most well-rounded candidate in the current pool. He brings strong operational credentials, financial discipline, relevant technology and e-commerce expertise, prior public company CEO experience, and a clean independence profile with no identified conflict-of-interest concerns. While his limited live entertainment experience and somewhat reserved interview presence warrant

2. Diana Pressfield — Ms. Pressfield offers strong content expertise, impressive international experience, and excellent cultural alignment with AGMG. Her lack of public company CEO experience and limited M&A credentials represent genuine risks, but she brings a creative, content-focused leadership perspective that could be highly valuable depending on the Board's strategic direction. The non-compete timing issue (ex

3. Philip Deveraux — Mr. Deveraux is a credible UK-based candidate with strong European credentials and immediate regulatory and cultural fit. However, his limited US market depth, the significant scale gap between Halcyon Digital (~$400M revenue) and AGMG ($4.37B revenue), and the perception issue associated with the Greenvale/Halcyon connection temper the Committee's enthusiasm. Recommended for advancement to the s

4. Jonathan Hale — Mr. Hale possesses the strongest combined operational and M&A credentials in the pool, and his interview performance was among the most impressive. However, the material conflict-of-interest concern arising from his pre-existing relationship with Damien Solberg of Corvus Peak overshadows his strengths and creates an unacceptable risk to the integrity of the succession process unless and until it is

5. Margaret Yun-Torres — Ms. Yun-Torres is a strong strategic thinker with impressive analytical capabilities, but her lack of CEO experience, limited organizational management scope, and the magnitude of the step-up to the AGMG CEO role render her candidacy premature at this time. Not recommended for advancement to the second-round shortlist at this time. C. Note Regarding the Internal Candidate The Committee should