Contract analysis

I. PURPOSE OF THIS MEMORANDUM This memorandum sets forth the scope, methodology, privilege framework, witness plan, document collection plan, estimated timeline, and reporting protocol for the independent privileged workplace investigation authorized by the joint resolution of the People & Culture Committee and the Audit & Risk Committee of the Board of Directors of Aurelius Global Media Group PLC ("AGMG") on April 2

II. BACKGROUND A. The Client Aurelius Global Media Group PLC ("AGMG") is a publicly traded media, entertainment, and e-commerce conglomerate incorporated in England and Wales. AGMG's shares are listed on the London Stock Exchange's AIM market, and the company has a current market capitalization of approximately £3.8 billion. For the fiscal year ended December 31, 2022, AGMG reported global revenue of approximately £2

1. Sexual Harassment (Morales) Jenna Morales alleges that Marcus Hale engaged in a pattern of repeated unwanted sexual advances and sexually explicit comments directed at her between approximately September 2022 and March 2023. Specifically, Morales alleges: (a) During a production trip to Vancouver, British Columbia in October 2022, Hale invited Morales to his hotel room on at least two occasions, once after a group

2. Sexual Harassment (Ngo) Claire Ngo alleges that Marcus Hale made sexually suggestive comments about her attire and asked her a personal question — specifically, "Are you seeing anyone?" — at a company off-site retreat held at the Monarch Valley Resort in Ojai, California on February 17–18, 2023. Ngo alleges that these comments were made in a semi-public setting during a cocktail reception and caused her significan

3. Retaliation (Whitfield) Darren Whitfield alleges that after he raised concerns about Hale's treatment of female employees at a leadership team meeting on January 23, 2023, Hale retaliated against him by reassigning two of Whitfield's highest-profile production projects — identified by their internal codenames "Project Meridian" and "Project Halcyon," which had combined production budgets of approximately $187 mill

III. SCOPE OF INVESTIGATION A. Matters Within Scope The investigation will encompass the following matters:

1. All allegations of sexual harassment by Marcus Hale against Jenna Morales, as set forth in the April 18, 2023 hotline complaint (Meridian case reference MCS-1014-00001) and as further described in the demand letter from Sandra Reeves of Nakamura Reeves LLP dated April 20, 2023, including all incidents alleged to have occurred between approximately September 2022 and March 2023.

2. All allegations of sexual harassment by Marcus Hale against Claire Ngo, as set forth in Ngo's written complaint to Victor Gallegos dated April 24, 2023, including the alleged conduct at the Monarch Valley Resort in Ojai, California on February 17–18, 2023, and the subsequent exclusion from talent-relations strategy meetings in March and April 2023.

3. All allegations of retaliation by Marcus Hale against Darren Whitfield, as reported to Victor Gallegos on April 26, 2023, including the alleged reassignment of Project Meridian and Project Halcyon and any related retaliatory conduct.

4. Any additional allegations of harassment, discrimination, or retaliation by Marcus Hale that emerge during the course of witness interviews or document review. The investigation team will remain alert to evidence suggesting that Hale engaged in a broader pattern of misconduct beyond the specific incidents alleged by Morales, Ngo, and Whitfield. If additional allegations of significance emerge, Calderwood & Harknes

5. The prior informal complaint against Hale by Serena Whitcomb in July 2021 and APS's handling of that complaint, including whether the company's response — verbal counseling without written documentation and without a formal investigation — was adequate under FEHA and company policy, and whether more robust corrective action at that time could have prevented subsequent misconduct.

6. A review of relevant company policies and an assessment of whether existing anti-harassment, anti-retaliation, and complaint-investigation procedures were followed in connection with the current complaints and the 2021 Whitcomb complaint, and whether those procedures are adequate under applicable law and industry best practices. B. Governing Legal Standards The investigation will be conducted with reference to the

1. Employment performance assessments or compensation decisions unrelated to the allegations. The investigation will review performance evaluations and compensation decisions only insofar as they relate to the alleged harassment, retaliation, or discriminatory conduct. Routine business decisions that are unconnected to the allegations are not within scope.

2. Financial or accounting irregularities. Unless evidence of financial misconduct, misuse of corporate funds, or accounting irregularities emerges during the investigation in a manner connected to or arising from the in-scope allegations, the investigation will not extend to such matters. In the event that such evidence does emerge, Calderwood & Harkness will promptly notify the Board committees and seek authorizati

3. Claims or matters pending before any government agency or court. As of the date of this memorandum, no government agency charge or civil action has been filed in connection with the allegations. This investigation is an internal fact-finding exercise and does not constitute legal representation of any individual employee, including the complainants or the subject. Calderwood & Harkness represents AGMG and does not

IV. INVESTIGATION METHODOLOGY A. Witness Interviews Calderwood & Harkness anticipates conducting interviews of approximately 25 to 30 individuals in connection with the investigation. These individuals fall into the following categories: Complainants: The investigation team will conduct initial interviews of each of the three complainants — Jenna Morales, Claire Ngo, and Darren Whitfield — to obtain detailed accounts

V. PRIVILEGE FRAMEWORK A. Attorney-Client Privilege and Work Product The investigation is being conducted at the direction of the Board of Directors of AGMG, through its People & Culture Committee and Audit & Risk Committee, for the primary purpose of obtaining legal advice regarding the company's response to the allegations against Marcus Hale, the company's potential legal exposure, and the appropriate remedial act

VI. RECUSAL OF CEO ELLIOT VANE In accordance with the joint resolution of the People & Culture Committee and the Audit & Risk Committee dated April 28, 2023, Chief Executive Officer Elliot Vane has been formally recused from any oversight of or involvement in the investigation. This recusal was deemed necessary and appropriate given the following considerations: • Vane has a direct reporting relationship with Marcus

VII. COORDINATION WITH EXTERNAL PARTIES A. Personal Counsel for Marcus Hale As noted above, Marcus Hale has retained Graham Thornfield of Thornfield & Associates LLP as his personal counsel in connection with this investigation. Calderwood & Harkness acknowledges Hale's right to personal legal representation and will respect that right throughout the investigation. All substantive communications with Hale regarding t

VIII. INTERIM PROTECTIVE MEASURES The following interim protective measures have been implemented in connection with the investigation: Administrative Leave. Marcus Hale was placed on paid administrative leave effective May 3, 2023. Hale's access to company email (Outlook/Exchange), the company's Meridian Solutions messaging platform, and all internal information systems has been suspended. These measures were implem

IX. STAFFING The Calderwood & Harkness investigation team will be staffed as follows: Bernard Crawford — Responsible Partner, Labor & Employment, Calderwood & Harkness LLP. Mr. Crawford will serve as the overall investigation lead and the primary point of contact for the Board committees (through Fiona Blackwood). Mr. Crawford will participate in key witness interviews, including the interview of Marcus Hale, and wil

X. ESTIMATED TIMELINE The following table sets forth the estimated timeline for the principal phases of the investigation: The overall estimated duration of the investigation is approximately 14 to 16 weeks from the date of engagement (May 2, 2023), with a target completion date in mid-to-late August 2023. Phases 3 and 4 (document review and witness interviews) will proceed concurrently to the extent practicable, wit

XI. REPORTING PROTOCOL A. Reporting Structure Calderwood & Harkness will report to the People & Culture Committee (Dame Cordelia Ashworth, Chair) and the Audit & Risk Committee (Raymond Okoro, Chair), with Fiona Blackwood serving as the Board's primary liaison to the Firm. Fiona Blackwood will facilitate communications between Calderwood & Harkness and the Board committee members and will coordinate the logistics of