Contract analysis

I. EXECUTIVE SUMMARY A. Overview of Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") was retained by the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG") on May 2, 2023, to conduct an independent privileged investigation into allegations of sexual harassment, retaliation, and creating a hostile work environment against Marcus Hale ("Hale"), President of Aurelius Pacific Studios I

1. Sexual Harassment of Jenna Morales. Morales, Vice President of Development at APS, alleged that Hale engaged in a pattern of sexual harassment over a period of approximately September 2022 through March 2023, encompassing invitations to his hotel room during a Vancouver production trip, sexually suggestive text messages, inappropriate comments about her physical appearance, and unwanted physical contact at a compa

2. Sexually Inappropriate Conduct Toward Claire Ngo. Ngo, Senior Director of Talent Relations at APS, alleged that Hale made sexually suggestive comments about her attire and asked about her romantic status at a company off-site retreat in February 2023, and subsequently excluded her from key strategy meetings in an apparent retaliatory manner.

3. Retaliation Against Darren Whitfield. Whitfield, SVP of Physical Production at APS, alleged that Hale retaliated against him for raising concerns about Hale's treatment of female employees at a January 2023 leadership meeting by reassigning two high-profile production projects (combined budgets of approximately $187 million) to another executive without documented performance-related justification. These allegatio

1. Termination of Marcus Hale for Cause. Based on the substantiated findings, the Board should authorize APS to terminate Hale's employment for cause under Section 9.2(b) of his employment agreement dated January 7, 2019.

2. Enhanced Anti-Harassment Training. Mandatory enhanced, interactive anti-harassment training should be implemented for all senior leaders (VP level and above) at APS, with a phased rollout to all AGMG US subsidiaries.

3. Revision of Complaint-Handling Protocols. APS should revise its Employee Handbook provisions governing complaint handling, investigation triggers, and documentation requirements, with particular attention to escalation procedures for allegations involving senior executives.

4. Independent Workplace Culture Assessment. A qualified independent third party should be engaged to conduct a comprehensive workplace culture assessment at APS.

5. Remedial Measures for Complainants. Appropriate remedial measures should be implemented for Morales, Ngo, and Whitfield, including restoration of responsibilities, protection from retaliation, and consideration of remedial compensation or other appropriate measures.

6. Improvement of HR Documentation Practices. APS should implement mandatory written memorialization of all counseling, warnings, and disciplinary actions in employee personnel files, subject to periodic audit.

II. SCOPE OF ENGAGEMENT AND PRIVILEGED NATURE OF REPORT A. Engagement Terms Calderwood & Harkness LLP was engaged pursuant to an engagement letter executed on May 2, 2023, between C&H and the Board of Directors of Aurelius Global Media Group PLC (the "Engagement Letter"). A copy of the fully executed Engagement Letter is attached as Appendix A. Under the terms of the Engagement Letter, C&H was retained as counsel to

1. Allegations of sexual harassment by Marcus Hale against Jenna Morales, Vice President of Development at APS, as set forth in Morales's April 18, 2023 complaint filed through the Meridian Compliance Solutions Ethics & Compliance Hotline (case reference MCS-1014-00001) and as elaborated through subsequent communications and interviews.

2. Allegations of sexually inappropriate conduct by Marcus Hale toward Claire Ngo, Senior Director of Talent Relations at APS, as set forth in Ngo's April 24, 2023 complaint filed with Victor Gallegos, VP of Human Resources at APS.

3. Allegations of retaliation by Marcus Hale against Darren Whitfield, SVP of Physical Production at APS, as reported by Whitfield to Victor Gallegos on April 26, 2023.

4. Adequacy of APS complaint-handling procedures and documentation practices, including the handling of the prior informal complaint against Hale filed by Serena Whitcomb in July 2021. The investigation applied the following legal framework and company policies: Applicable Legal Framework: • California Fair Employment and Housing Act ("FEHA"), Cal. Gov. Code §§ 12940 et seq., including but not limited to Sections 129

III. BACKGROUND A. Aurelius Global Media Group PLC Aurelius Global Media Group PLC ("AGMG") is a United Kingdom-headquartered, publicly traded media, entertainment, and e-commerce conglomerate. AGMG is incorporated in England and Wales under the Companies Act 2006, with its registered office at 45 Aldwych House, Kingsway, London WC2B 6AH, United Kingdom. AGMG's ordinary shares are listed on the London Stock Exchange

1. Jenna Morales — Primary Complainant Jenna Morales, age 38, holds the position of Vice President of Development at Aurelius Pacific Studios Inc. Morales has been employed by APS since March 2020. In her role, Morales is responsible for overseeing the development of new film and streaming content projects, working closely with senior studio leadership, including Hale, on creative direction, talent acquisition, and p

2. Claire Ngo Claire Ngo, age 33, holds the position of Senior Director of Talent Relations at Aurelius Pacific Studios Inc. Ngo has been employed by APS since June 2021. In her role, Ngo is responsible for managing relationships with talent agencies, casting directors, and on-screen talent, and for advising studio leadership on talent-related strategy. Ngo filed a separate corroborating complaint with Victor Gallego

3. Darren Whitfield Darren Whitfield, age 47, holds the position of Senior Vice President of Physical Production at Aurelius Pacific Studios Inc. Whitfield has been employed by APS since September 2017, predating Hale's tenure as President. In his role, Whitfield oversees the physical production of the studio's slate of films and streaming content, including budgeting, scheduling, location management, and production

IV. INVESTIGATION METHODOLOGY A. Investigation Team The investigation was conducted by the following members of Calderwood & Harkness LLP: Bernard Crawford, Responsible Partner, Labor & Employment Practice Group. Mr. Crawford served as the lead partner on the investigation, providing strategic oversight, participating in key witness interviews (including the interview of Marcus Hale on June 15, 2023), and overseeing

V. CHRONOLOGY OF RELEVANT EVENTS The following chronology sets forth the key events relevant to the investigation, organized into three periods: the pre-complaint period, the complaint and intake period, and the investigation period. A. Pre-Complaint Period (January 2019 – April 17, 2023) B. Complaint and Intake Period (April 18 – May 1, 2023) C. Investigation Period (May 2 – August 11, 2023)

VI. FACTUAL FINDINGS A. Sexual Harassment Allegations — Jenna Morales The investigation examined Morales's allegations in four categories, each of which is addressed below.

1. Category (a): Vancouver Production Trip — Hotel Room Invitations (October 2022) Jenna Morales stated during her May 22, 2023 interview that during a production trip to Vancouver, British Columbia in October 2022, Marcus Hale made repeated invitations for her to come to his hotel room. According to Morales, these invitations were ostensibly made to "discuss development projects," but were extended during evening ho

2. Category (b): Sexually Suggestive Text Messages (November–December 2022) Morales alleged that Hale sent her sexually suggestive text messages on three occasions: November 14, 2022; November 29, 2022; and December 8, 2022. Morales described the messages as expressing romantic and sexual interest, including comments about her physical attractiveness and statements indicating that Hale desired a personal or sexual re

3. Category (c): Inappropriate Comment in One-on-One Meeting (January 11, 2023) Morales alleged that during a one-on-one meeting in Hale's office on January 11, 2023, Hale made a comment about her physical appearance that was sexual in nature. Morales described the comment as referencing her body in a way that was demeaning and sexualized, and stated that the comment made her feel profoundly uncomfortable. Morales st

4. Category (d): Unwanted Physical Contact at Company Dinner (February 3, 2023) Morales alleged that at a company dinner held on February 3, 2023, Hale placed his hand on her lower back and thigh while they were seated next to each other. Morales stated that the contact was unwelcome, that she did not invite or encourage it, and that she attempted to shift her body away from Hale when the contact occurred. Morales st

5. Morales — Overall Assessment Across all four categories, Morales's allegations are supported by a total of seven corroborating witnesses, forensically recovered text messages (Category (b)), contemporaneous outcry evidence (Category (c)), and consistent, detailed accounts that remained stable across her written hotline complaint, her interview, and the documentary record. The pattern of conduct — repeated hotel ro

1. Off-Site Retreat at Monarch Valley Resort (February 17–18, 2023) Claire Ngo alleged that at the company off-site retreat held at the Monarch Valley Resort, 905 Country Club Road, Ojai, California, on February 17–18, 2023, Marcus Hale made sexually suggestive comments about her attire. Ngo stated that during a group social event on the evening of February 17, Hale commented on what she was wearing in a manner that

2. Exclusion from Strategy Meetings (March–April 2023) Ngo alleged that after the off-site retreat, she was excluded from three key talent-relations strategy meetings held in March and April 2023. Ngo stated that she had been a regular participant in such meetings prior to the off-site and that she believed her exclusion was retaliatory — connected either to Hale's displeasure at her reaction to his comments at the o

1. January 23, 2023 Leadership Meeting Darren Whitfield stated during his May 30, 2023 interview that at a leadership team meeting on January 23, 2023, he raised concerns about Marcus Hale's treatment of female employees in the studio division. Whitfield stated that he spoke up during a discussion of organizational culture and team dynamics, expressing his view that certain female employees were being treated unfairl

2. Reassignment of Project Meridian and Project Halcyon (February 6, 2023) Whitfield alleged that on February 6, 2023, Hale reassigned two of Whitfield's highest-profile production projects — codenamed "Project Meridian" and "Project Halcyon" — to SVP of Production Cameron Briggs. Project Meridian had a budget of approximately $112 million and Project Halcyon had a budget of approximately $75 million, for a combined