Contract analysis

I. Executive Summary The purpose of this memorandum is to advise the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") on best practices under Delaware law, applicable New York Stock Exchange ("NYSE") listing standards, and market norms for establishing a Special Committee (the "Committee") to oversee two interrelated and time-sensitive matters: (a) the CEO succession proce

II. Background and Factual Context A. Marcus Vane's Departure and Interim Leadership Marcus Vane resigned as Chief Executive Officer of AGMG effective March 8, 2024, citing "personal and family considerations" in his letter of resignation delivered to the Board on March 6, 2024. Mr. Vane had served as CEO since 2016, a tenure of approximately eight years during which he was broadly credited with overseeing AGMG's str

1. Malcolm Trask, age 58, former Chief Executive Officer of Archway Digital Holdings Inc. (2015–2022), where he oversaw the company's digital transformation and a 67% increase in shareholder value during his tenure;

2. Vanessa Loring, age 44, Managing Director at Corvus Peak Capital Partners LP, who has served as a portfolio manager and has represented Corvus Peak on the boards of three portfolio companies; and

3. Dr. Raymond Chu, age 61, former President of Helix Media Networks Inc. (2010–2019) and current board member of two publicly traded technology companies. The nominations were submitted within the advance notice window established by the Company's Amended and Restated Bylaws, which runs from February 10 through March 11, 2024 (not less than 90 nor more than 120 days prior to the first anniversary of the preceding ye

III. Delaware Law Framework for Board Committees A. Statutory Authority Under DGCL § 141(c)

Section 141(c)(1) of the Delaware General Corporation Law (the "DGCL") provides that "[a]ny such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation." This broad grant of authority is subject to certain enume

IV. Recommended Special Committee Composition A. Three-Member Committee We recommend that the Special Committee be composed of three independent, disinterested non-executive directors. Three members represent the smallest committee size that provides a meaningful diversity of perspectives, allows for substantive deliberation, and avoids an unwieldy process. A three-member committee is standard practice in Delaware fo

1. Tobias Kessler (Chair) Mr. Kessler, age 63, is a retired Managing Partner of Kessler Marsh Advisory LLP, a corporate advisory firm. He has served as an independent non-executive director of AGMG since 2019. Mr. Kessler brings substantial advisory and governance expertise to the Committee, including experience advising boards on CEO succession, strategic reviews, and shareholder engagement. He satisfies both the De

2. Lucinda Farrow-Grant Ms. Farrow-Grant, age 55, is the CEO of Farrow-Grant Ventures Ltd., a private investment and advisory firm focused on media and consumer brands. She has served as an independent non-executive director of AGMG since 2020. Ms. Farrow-Grant satisfies both the Delaware law and NYSE independence standards. She has deep industry knowledge and entrepreneurial experience that will be valuable in evalu

3. Dr. Anwen Llewellyn Dr. Llewellyn, age 46, is a professor of corporate strategy at Ashford Business School, where she is also the director of the Centre for Corporate Governance Research. She has served as an independent non-executive director of AGMG since 2021. Dr. Llewellyn satisfies both the Delaware law and NYSE independence standards. Her academic governance expertise will be particularly valuable in ensurin

V. Recommended Scope of Authority A. CEO Succession Process The Special Committee should be granted sole and exclusive authority to oversee and direct the formal CEO search process, subject only to the full Board's retained authority to make the final appointment decision. Specifically, the Committee should be authorized to:

1. Establish evaluation criteria for the permanent CEO position, including desired qualifications, experience, competencies, and leadership attributes, taking into account the Company's strategic priorities, the competitive landscape, and the expectations of the Company's stockholders, employees, and other stakeholders.

2. Direct the work of Hargrove Tate Partners LLC (the executive search firm), including approving the scope and methodology of the search, reviewing the long-list and short-list of candidates, and providing feedback and direction as the search progresses. The Committee should approve the candidate slate before any candidates are presented to the full Board.

3. Conduct candidate interviews and engage in direct assessment of both internal and external candidates, including Ms. Nair-Whitfield, Jonathan Hale, and any other candidates identified through the search process.

4. Request background investigations and reference checks on candidates as the Committee deems appropriate.

5. Evaluate candidates against the established criteria, taking into account the views of key stakeholders (including senior management, the Company's institutional shareholders, and the Committee's advisors), and make a recommendation to the full Board regarding the selection of a permanent CEO.

6. Determine the timeline for the search process, balancing the need for thoroughness with the organizational imperative of resolving the leadership question within a reasonable timeframe. The full Board's final appointment authority shall remain in effect, and the Committee's recommendation shall not be binding, but shall carry substantial weight.

7. Engage with Brackenridge Howard Associates Inc. regarding compensation benchmarking for the permanent CEO role, including the development of a compensation package that is competitive, appropriate, and aligned with the Company's long-term strategic objectives and pay-for-performance principles. B. Activist Response The Special Committee should be granted sole and exclusive authority to evaluate and respond to Corv

1. Evaluate Corvus Peak's demands, including the request for board representation, strategic review, and CEO succession plan, and determine whether and to what extent any of those demands merit accommodation.

2. Direct the Board's proxy contest defense strategy, in coordination with Citrine Advisory Group Inc. (proxy solicitor), Calderwood & Harkness LLP (governance counsel), and any other advisors engaged by or on behalf of the Committee. This includes oversight of the preparation of the Company's proxy statement and any solicitation materials for the 2024 AGM.

3. Evaluate defensive measures that the Board may consider in response to the Corvus Peak campaign, including but not limited to the adoption of a shareholder rights plan (poison pill), amendments to the Company's Bylaws, the pursuit of strategic alternatives, and any other actions within the Board's authority. The Committee shall have authority to recommend such measures to the full Board for adoption, but the full

4. Engage directly with Corvus Peak, including Damien Solberg, Erin Nakamura, or their counsel at Blackthorn Howell & Crane LLP, and their proxy solicitor at Falconer Strauss LLC, as the Committee deems appropriate. Any such engagement should be conducted in consultation with Calderwood & Harkness, and the substance of any such engagement should be reported to the full Board. The Committee should also have discretion

5. Respond to Corvus Peak's demand under DGCL § 220 for inspection of the Company's books and records, which we understand was served on the Company on March 22, 2024. Calderwood & Harkness will provide separate guidance to the Committee on the proper scope and procedures for responding to this demand. C. Engagement of Independent Advisors The Special Committee should have full authority to retain, at the Company's e

VI. Recommended Charter Provisions — Detailed Analysis Set forth below is a section-by-section analysis of the recommended provisions of the Special Committee Charter. Calderwood & Harkness will deliver a draft Charter in the form of a Board resolution on March 18, 2024 for consideration and adoption by the full Board at its regularly scheduled meeting. A. Purpose and Objectives The Charter should begin with a clear

I. Indemnification and Insurance The Charter should confirm the indemnification and insurance protections available to Committee members: • Committee members shall be entitled to full indemnification from the Company to the maximum extent permitted under Section 145 of the DGCL and the Company's Certificate of Incorporation and Amended and Restated Bylaws. The Company's Certificate of Incorporation contains a standar