Contract analysis

I. Executive Summary The purpose of this memorandum is to advise the reconstituted Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") on the fiduciary implications and contractual consequences of the Board's decision, taken at its meeting of June 14, 2024, to table the CEO succession process indefinitely, dissolve the Special Committee, and — as a related matter now under ac

II. Background A. Initiation of the Strategic Alternatives Review On April 22, 2024, the Board of Directors of AGMG, acting on the unanimous recommendation of the Special Committee of Independent Directors (the "Special Committee"), authorized the engagement of Stonebridge Crane & Co. as financial advisor to the Board for the purpose of evaluating strategic alternatives available to the Company. The Special Committee

III. Fiduciary Duty Analysis — Termination of Strategic Alternatives Process A. Applicable Legal Framework Under Delaware Law The fiduciary duties of the directors of a Delaware corporation are well established. Directors owe duties of care and loyalty to the corporation and its stockholders. The duty of care requires that directors inform themselves of all material information reasonably available before making a bu

Section 220 demand. Corvus Peak previously served a demand for books and records under Section 220 of the Delaware General Corporation Law ("DGCL") on March 22, 2024, seeking materials related to the CEO search committee's deliberations. Although that demand was focused on the CEO succession process, the strategic alternatives materials could become the subject of a similar demand in the future, whether by Corvus Pea

IV. Stonebridge Crane & Co. Engagement — Termination Provisions A. Key Terms of the Stonebridge Engagement Stonebridge Crane & Co. was engaged by the Board on April 22, 2024, pursuant to a written engagement letter executed on that date, to serve as financial advisor to the Board for the evaluation of strategic alternatives available to the Company. The lead banker on the engagement is Anil Kapoor-Mehta, Managing Dir

V. Interaction with Other Pending Matters A. CEO Succession Process The strategic alternatives review was initiated in part as a complement to the CEO succession process, with the objective of providing the Board with a comprehensive picture of the value-maximizing options available to the Company. The two processes were intended to inform one another: the strategic alternatives review would assess whether a transfor

VI. Recommended Board Actions Based on the analysis set forth in this memorandum, Calderwood & Harkness recommends that the Board take the following actions:

1. Adopt a formal resolution directing the termination of the strategic alternatives review. The resolution should include detailed recitals documenting the Board's rationale for shelving the process, expressly referencing (i) the reconstituted Board's fresh mandate from shareholders following the June 7, 2024 AGM, (ii) the absence of any compelling transaction opportunity identified during the preliminary Stonebridg

2. Authorize the Chair or Lead Independent Director to deliver notice of termination to Stonebridge. The Board should authorize Dame Elspeth Greenvale, in her capacity as transitional Chair, or Malcolm Trask, in his capacity as Lead Independent Director, to deliver written notice of termination to Stonebridge Crane & Co. in accordance with the engagement letter's 30-day notice provision. The notice should be delivere

3. Direct successor counsel to review and negotiate the tail fee provision. The Board should direct successor counsel (anticipated to be Blackthorn Howell & Crane LLP) to review the Stonebridge engagement letter and, if possible, to negotiate a reduction in the 12-month tail fee provision. Potential approaches include reducing the tail period to six months, limiting the tail to transactions involving counterparties s

4. Preserve all materials generated during the strategic alternatives review. The Board should direct the General Counsel & Corporate Secretary to preserve all materials generated during the strategic alternatives review, including but not limited to Stonebridge work product, Board presentations, Special Committee presentations, meeting minutes, correspondence with Stonebridge and other advisors, and internal memoran

5. Assess FCA/DTR disclosure requirements. The Board should direct successor counsel, in coordination with UK regulatory counsel, to assess whether the termination of the strategic alternatives process requires an RNS announcement or other public disclosure under the FCA Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation, or any other applicable regulatory framework governing the Company's pre

6. Brief successor counsel comprehensively. The Board should ensure that the transition memorandum (to be dated July 1, 2024) provided to the Board and to successor counsel includes comprehensive coverage of the Stonebridge tail fee exposure, the status of the Hargrove Tate engagement, the D&O insurance considerations, and all other open issues identified in this memorandum. Calderwood & Harkness is prepared to parti

VII. Conclusion For the reasons set forth in this memorandum, the reconstituted Board of Directors of Aurelius Global Media Group PLC has broad discretion under Delaware law to shelve the strategic alternatives process that was initiated on April 22, 2024. The decision is governed by the business judgment rule, and no Revlon duties have been triggered by the preliminary exploration of strategic alternatives that occu