Contract analysis

I. Introduction and Purpose Calderwood & Harkness LLP was engaged on March 12, 2024, by the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") to serve as independent governance counsel in connection with the CEO succession process and the Board's response to the activist campaign currently being waged by Corvus Peak Capital Partners LP ("Corvus Peak"). Our engagement was unanimously appr

II. Fiduciary Framework Governing the CEO Search A. Applicable Standards Under Delaware Law AGMG is incorporated in the State of Delaware, and accordingly the fiduciary obligations of its directors are governed by Delaware law. The foundational principles that apply to the CEO search process are well established, though their application in a contested environment demands particular care. Directors of a Delaware corp

III. Recommended Search Process Structure We recommend that the CEO search be organized into three distinct phases, with defined objectives, timelines, and deliverables for each phase. This structured approach will facilitate contemporaneous documentation, ensure that the process is proceeding on a reasonable timeline, and provide the Committee with clear milestones against which to measure progress. A. Phase 1: Sear

1. Development of Position Specification The foundation of a defensible CEO search process is a well-articulated position specification that defines the qualifications, experience, and attributes the Board is seeking in its next chief executive. The position specification serves multiple functions: it guides the search firm's candidate identification efforts, provides an objective benchmark against which candidates c

2. Candidate Pool Development A credible CEO search process must begin with a genuinely broad and diverse candidate pool. The Special Committee should instruct Hargrove Tate to develop an initial long list of at least eight to twelve external candidates, in addition to the internal candidate (Nair-Whitfield). This minimum threshold is important: a process that considers only one or two external candidates in addition

3. Conflict and Independence Screening Before any candidate advances beyond the initial screening stage, Hargrove Tate should conduct a preliminary independence check to identify any existing or prior relationships between the candidate and any of the following persons or entities: (a) AGMG Board members, including both current directors and Corvus Peak's three director nominees (Malcolm Trask, Vanessa Loring, Dr. Ra

1. Interview Protocol The interview process is the centerpiece of the candidate evaluation and must be designed to ensure consistency, fairness, and comparability across all candidates — internal and external. We strongly recommend that the following protocols be adopted by the Special Committee. Committee Participation. All three members of the Special Committee (Kessler, Farrow-Grant, and Llewellyn) should particip

Section 1: Strategic Vision (approximately 25 minutes): The candidate's assessment of AGMG's competitive position in the global media landscape; views on the future of streaming and the Luminos platform; identification of the most significant growth opportunities and strategic risks facing the Company over the next three to five years; and the candidate's approach to content strategy, technology investment, and compe

Section 2: Operational Leadership (approximately 20 minutes): The candidate's experience managing organizations of comparable scale and complexity. For reference, AGMG has approximately 23,400 employees, generated approximately $4.37 billion in consolidated revenue in the most recent fiscal year, and operates across four business segments (Streaming & Digital Content, Broadcast & Cable Networks, Live Entertainment &

Section 3: Governance and Stakeholder Management (approximately 15 minutes): The candidate's approach to board relations, shareholder engagement, and experience with activist shareholder situations. Given the current contested environment, the Committee should explore how the candidate would approach the relationship with Corvus Peak and other significant shareholders, how the candidate views the respective roles of

Section 4: Cultural Fit (approximately 15 minutes): The candidate's leadership style, personal values, and approach to talent management and organizational culture. Questions should explore how the candidate would approach integrating into AGMG's existing leadership team, the candidate's views on diversity and inclusion, and the candidate's track record of building high-performing teams.

Section 5: Candidate Questions (approximately 15–25 minutes): An open-ended segment in which the candidate is invited to ask questions of the Committee. The nature and quality of a candidate's questions can be highly revealing, and the Committee should give this segment adequate time. Interview Duration and Logistics. The estimated duration for each interview is 90 to 120 minutes. Interviews should be conducted in pe

2. Reference Checks Hargrove Tate should conduct comprehensive reference checks on all candidates who advance to the shortlist stage. We recommend that a minimum of three to five references be contacted for each shortlisted candidate, including at least one former board member or board chair, at least one direct report, and at least one industry peer or counterpart. The reference check process should explore the cand

3. Background Investigations In addition to the standard executive background checks that Hargrove Tate would normally conduct in connection with a CEO search (including verification of educational credentials, employment history, and litigation and regulatory history), we recommend that Hargrove Tate commission enhanced due diligence on any candidate with potential conflicts of interest, significant public profile i

1. Committee Deliberation Meetings After all candidate interviews have been completed and all reference check and background investigation reports have been received, the Special Committee should convene at least two dedicated deliberation sessions to evaluate the candidates, compare their qualifications, and develop a recommendation for the full Board. At the first deliberation session, each Committee member should

2. Finalist Presentations to the Full Board After the Special Committee has narrowed the field to one or two finalists, the Committee should present its findings and recommendation to the full Board of Directors at a duly convened Board meeting. The Board retains ultimate authority to elect the Chief Executive Officer. The Special Committee's role, as defined by its charter and the Board resolution of March 18, 2024,

3. Compensation Negotiation Compensation terms for the incoming CEO should be developed in consultation with Brackenridge Howard Associates Inc. ("BHA"), the Compensation Committee's independent compensation consultant (Lead Consultant: Miriam Estabrook; 300 North LaSalle Street, Suite 4100, Chicago, IL 60654). BHA's role is to ensure that the proposed compensation package is competitive, market-appropriate, and alig

IV. Evaluation Criteria and Scoring Methodology A. Proposed Evaluation Scorecard A standardized, quantitative evaluation framework is essential for ensuring objectivity, facilitating comparison across candidates, and creating a documented record of the Committee's analytical process. We recommend that the Special Committee adopt a numerical scoring rubric to evaluate each candidate across defined criteria, using a sc

V. Documentation Standards and Record-Keeping Protocols A. Meeting Minutes As discussed in Section II.C above, contemporaneous documentation is the cornerstone of fiduciary protection. We recommend the following specific protocols for the preparation and maintenance of Special Committee meeting minutes. Detailed minutes should be prepared for every Special Committee meeting, whether held in person, by teleconference,

VI. Coordination with Hargrove Tate Partners LLC A. Scope of Engagement and Reporting Hargrove Tate Partners LLC was retained by the Nominating & Governance Committee on March 15, 2024, to assist with the CEO search. The engagement is structured as a $750,000 flat fee, payable in three installments of $250,000 each: the first installment upon execution of the engagement letter, the second upon delivery of the final c

VII. Coordination with Other Advisors A. Ashworth Velmoran LLP (Standing Outside Counsel) Ashworth Velmoran LLP (Lead Partner: Martin Cho; One Liberty Plaza, New York, NY 10006) has served as AGMG's standing outside counsel since 2015 and has deep familiarity with the Company's business, contracts, and regulatory obligations. However, Ashworth Velmoran is viewed by Corvus Peak — and, in our assessment, not without so

VIII. Handling the Internal Candidate — Priya Nair-Whitfield A. Ensuring Process Fairness Nair-Whitfield's dual role as Interim CEO and internal candidate for the permanent CEO position creates an inherent tension that must be carefully managed. As Interim CEO, Nair-Whitfield is responsible for the day-to-day management of the Company and reports to the Board. As an internal candidate, she is simultaneously being eva