Contract analysis

I. Opening and Purpose of Notice This firm, Calderwood & Harkness LLP, writes on behalf of our client, Aurelius Global Media Group PLC ("AGMG"), a public limited company incorporated in England and Wales under company number 07284531, with its registered office at 45 Aldwych House, Kingsway, London WC2B 6AH, United Kingdom. AGMG is listed on the London Stock Exchange's AIM market and operates as a diversified global

II. Identification of the Insured The named insured under the Policy is Aurelius Global Media Group PLC, the ultimate parent company of the corporate group. The subsidiary principally implicated in the circumstances described in this notice is Aurelius Pacific Studios Inc. ("APS"), a corporation organized and existing under the laws of the State of Delaware and a wholly owned subsidiary of AGMG. APS is headquartered

III. Description of Circumstances Giving Rise to Potential Claims A. Nature of the Allegations Calderwood & Harkness has been made aware of the following facts and circumstances, which are set forth here to the extent reasonably known at this time and subject to the ongoing investigation described in Section IV below.

1. Initial Complaint — Jenna Morales (April 18, 2023). On April 18, 2023, a formal written complaint was filed through AGMG's Ethics & Compliance Hotline, which is operated and administered by an independent third-party vendor, Meridian Compliance Solutions LLC. The complaint was assigned case reference number MCS-1014-00001. The complainant is Jenna Morales, who holds the position of Vice President of Development at

2. Corroborating Complaint — Claire Ngo (April 24, 2023). On April 24, 2023, a second, independent complaint was filed with the AGMG Ethics & Compliance Hotline by Claire Ngo, who holds the position of Senior Director of Talent Relations at Aurelius Pacific Studios Inc. Ms. Ngo's complaint alleges that Mr. Hale made sexually suggestive remarks directed at Ms. Ngo during a company off-site event held in or about Febru

3. Voluntary Report — Darren Whitfield (April 26, 2023). On April 26, 2023, Darren Whitfield, Senior Vice President of Physical Production at Aurelius Pacific Studios Inc., voluntarily contacted AGMG's in-house legal department to report concerns regarding retaliatory conduct by Mr. Hale. Mr. Whitfield states that he had previously raised informal concerns with Mr. Hale's chief of staff regarding Mr. Hale's conduct t

1. Employment-Related Claims Under California Law. The allegations set forth in the complaints of Ms. Morales, Ms. Ngo, and Mr. Whitfield may give rise to claims under the California Fair Employment and Housing Act, Cal. Gov. Code §§ 12940 et seq. ("FEHA"), including but not limited to claims for sexual harassment (Cal. Gov. Code § 12940(j)), failure to prevent harassment (Cal. Gov. Code § 12940(k)), and retaliation

2. Pre-Litigation Demand. We note that on April 20, 2023 — two days after Ms. Morales filed her complaint with the Ethics & Compliance Hotline — outside legal counsel acting on behalf of Ms. Morales, specifically Sandra Reeves of the firm Nakamura Reeves LLP, transmitted a formal demand letter to Aurelius Pacific Studios Inc. Ms. Reeves's letter alleges violations of FEHA by APS and demands, among other things, the i

3. Potential Claims Against Directors and Officers for Oversight Failures. The circumstances may expose AGMG's directors and officers to potential claims — including claims brought by AGMG itself, derivatively on behalf of AGMG by its shareholders, or by regulatory authorities — relating to alleged oversight failures, inadequacy of internal controls for the prevention and detection of harassment and discrimination at

4. Shareholder Derivative Actions and Regulatory Inquiries. Given that AGMG is a publicly listed company on the AIM market, the alleged misconduct by a senior executive at a principal subsidiary, and the surrounding circumstances, may give rise to shareholder derivative actions in the English courts or in other jurisdictions where AGMG or its subsidiaries maintain operations. There is also potential for regulatory in

IV. The Investigation On April 28, 2023, the People & Culture Committee and the Audit & Risk Committee of the AGMG Board of Directors held a joint special meeting and passed a resolution to retain independent outside counsel to conduct a privileged investigation into the allegations set forth in the complaints described in Section III.A above. The resolution specifically directed that the investigation be conducted u

V. Related Insurance Coverage and Coordination AGMG maintains, in addition to the D&O Policy issued by Castlemaine, a separate Employment Practices Liability Insurance ("EPLI") policy. Specifically, AGMG is separately providing notice of the circumstances described herein to Northbridge Mutual Insurance Co. under AGMG's Employment Practices Liability Insurance Policy No. NM-EPLI-2023-00417. The EPLI Policy has a poli

VI. Reservation of Rights AGMG and its directors and officers expressly reserve all of their respective rights under the Policy, including but not limited to the following: (a) The right to supplement, amend, or update this notice as additional information becomes available through the ongoing investigation or through the assertion of claims, the commencement of proceedings, or the initiation of regulatory inquiries

VII. Privilege and Confidentiality This notice and all information contained herein are provided on a privileged and confidential basis. The investigation described in Section IV is being conducted under the attorney-client privilege and the work-product doctrine at the express direction of the AGMG Board of Directors. The factual information set forth in this letter has been compiled in the course of, and for the pu

VIII. Contact Information and Request for Acknowledgment All correspondence, communications, and inquiries regarding this matter should be directed to: Bernard Crawford Partner Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Telephone: (310) 555-7412 Email: b.crawford@calderwoodharkness.com Copies of all correspondence should also be directed to: Fiona Blackwood General Co