Contract analysis

I. INTERVIEW SUMMARY AND LOGISTICS Witness: Marcus Hale, age 54, President of Aurelius Pacific Studios Inc. ("APS") since January 2019. Mr. Hale reports directly to Elliot Vane, Chief Executive Officer of Aurelius Global Media Group PLC ("AGMG" or the "Company"). Role in Investigation: Mr. Hale is a Subject of the investigation being conducted by Calderwood & Harkness LLP at the direction of the AGMG Board of Directo

II. UPJOHN / CORPORATE MIRANDA ADMONITION At the outset of the interview, Mr. Crawford delivered the standard Upjohn admonition to Mr. Hale. Mr. Crawford advised Mr. Hale of the following: (a) Calderwood & Harkness LLP has been retained by and represents Aurelius Global Media Group PLC in connection with the Board Investigation. Calderwood & Harkness LLP does not represent Mr. Hale in his individual capacity, and Mr.

III. BACKGROUND AND EMPLOYMENT HISTORY Mr. Hale provided the following background information regarding his professional history and role at APS. Mr. Hale stated that he was appointed President of Aurelius Pacific Studios Inc. effective January 2019, pursuant to an employment agreement executed on January 7, 2019 (the "Employment Agreement"). He described the circumstances of his hiring as resulting from a search pro

IV. HALE'S GENERAL RESPONSE TO THE ALLEGATIONS Mr. Hale was asked to provide his general response to the allegations that form the basis of the Board Investigation before proceeding to address each complainant's specific allegations in detail. Mr. Hale denied all allegations of sexual harassment, sexually inappropriate conduct, and retaliation. He stated categorically and unequivocally that he has never engaged in an

V. RESPONSE TO ALLEGATIONS BY JENNA MORALES

V.A. General Characterization of Relationship with Morales Mr. Hale confirmed that Jenna Morales currently holds the position of Vice President of Development at APS. He stated that Ms. Morales has been employed by APS since approximately March 2020 and that she reports to one of his direct-report Senior Vice Presidents. Mr. Hale could not recall with certainty which SVP was Ms. Morales's direct supervisor when she w

V.B. Vancouver Production Trip — October 2022 Mr. Hale confirmed that both he and Ms. Morales attended a production trip to Vancouver, British Columbia, Canada, in October 2022. He stated that the trip was organized to visit the set of a production then filming at a Vancouver studio facility and that approximately ten to twelve APS personnel traveled to Vancouver for the trip. Mr. Hale stated that the trip lasted app

V.C. Text Messages — November 14, November 29, and December 8, 2022 Mr. Hale was informed that the investigation had identified text messages sent from his personal mobile phone to Ms. Morales's personal mobile phone on or about November 14, 2022, November 29, 2022, and December 8, 2022. When presented with the existence of these messages, Mr. Hale acknowledged that he did send text messages to Ms. Morales on or arou

V.D. January 11, 2023 One-on-One Meeting Comment Mr. Hale confirmed that he had a one-on-one meeting with Ms. Morales on or about January 11, 2023. He stated that the purpose of the meeting was to discuss development slate priorities for the first quarter of 2023 and that the meeting was a routine business discussion of the type he regularly conducts with VP-level and above personnel. Mr. Hale was asked about Ms. Mor

V.E. February 3, 2023 Company Dinner — Alleged Physical Contact Mr. Hale confirmed that he attended a company dinner on February 3, 2023. He stated that the dinner was a department-wide event held at a restaurant in Burbank and that approximately thirty to forty APS employees were in attendance. He described the dinner as a morale-building event organized to celebrate the completion of a major production milestone. M

V.F. Morales's April 18, 2023 Hotline Complaint Mr. Hale was asked when he first became aware that Ms. Morales had filed a complaint against him. Mr. Hale stated that he first learned of the complaint when Victor Gallegos, Vice President of Human Resources at APS, informed him on or about April 19 or 20, 2023, that a complaint had been filed through the Meridian Compliance Solutions third-party hotline. Mr. Hale stat

VI. RESPONSE TO ALLEGATIONS BY CLAIRE NGO

VI.A. Company Off-Site at Monarch Valley Resort — February 17–18, 2023 Mr. Hale confirmed that he attended the APS annual leadership off-site retreat held at the Monarch Valley Resort in Ojai, California (905 Country Club Road, Ojai, CA 93023) on February 17–18, 2023. He described the off-site as an annual event that brings together senior and mid-level leaders from across APS for strategic planning sessions, team-bu

VI.B. Exclusion from Strategy Meetings — March and April 2023 Mr. Hale was asked about Ms. Ngo's allegation that she was excluded from three key talent-relations strategy meetings held in March and April 2023, and that this exclusion was retaliatory in nature — specifically, that it was retaliation for Ms. Ngo's having rebuffed his alleged advances at the off-site. Mr. Hale stated that meeting invitations for departm

VII. RESPONSE TO ALLEGATIONS BY DARREN WHITFIELD (RETALIATION)

VII.A. January 23, 2023 Leadership Meeting Mr. Hale confirmed that a leadership team meeting took place on January 23, 2023. He described the meeting as a regularly scheduled bi-weekly meeting of his SVP direct-report team, held at the APS Burbank headquarters. He stated that approximately eight to nine SVPs were in attendance, along with certain other senior personnel. Mr. Hale acknowledged that Darren Whitfield, Se

VII.B. Reassignment of Project Meridian and Project Halcyon — February 6, 2023 Mr. Hale confirmed that on or about February 6, 2023, he directed the reassignment of two major production projects — known internally as Project Meridian and Project Halcyon — from Darren Whitfield to Cameron Briggs, SVP of Production. Mr. Hale stated that the two projects had combined budgets of approximately $187 million and were among

VII.C. Hale's Characterization of Whitfield's Performance Mr. Hale stated that Mr. Whitfield's performance had been "inconsistent" over the approximately twelve months preceding the reassignment. He stated that he had discussed concerns about Mr. Whitfield's capacity and execution with members of his leadership team on prior occasions, including informal conversations with other SVPs. When asked to provide specific e

VIII. RESPONSE TO PRIOR COMPLAINT BY SERENA WHITCOMB (JULY 2021) Mr. Hale was asked about a prior informal complaint by Serena Whitcomb, who served as his executive assistant at APS from approximately April 2019 through September 2021. According to information obtained by the investigation, Ms. Whitcomb raised a concern in approximately July 2021 about what she characterized as inappropriate comments made by Mr. Hale

IX. HALE'S ACCOUNT OF HIS MANAGEMENT STYLE AND WORKPLACE CONDUCT Mr. Hale was asked to describe his management style and general approach to leading APS. He described his management style as "direct," "high-expectations," and "results-oriented." He stated that he believes in holding his team accountable for meeting ambitious targets and that he expects a high level of performance from all employees, particularly thos

X. HALE'S AWARENESS OF APPLICABLE POLICIES Mr. Hale was asked to confirm his awareness of and familiarity with the Company policies relevant to the Board Investigation. Mr. Hale confirmed his awareness of the AGMG Global Code of Conduct, Version 4.2, which became effective on January 1, 2022. He stated that he had reviewed the Code of Conduct at the time of its issuance and that he had signed an annual certification

XI. STATEMENTS BY COUNSEL (GRAHAM THORNFIELD) In addition to the specific interjections noted throughout this memorandum, Mr. Thornfield made several general statements on the record during the course of the interview, which are summarized below: (a) Mr. Thornfield reiterated that Mr. Hale categorically denies all allegations of sexual harassment, inappropriate conduct, and retaliation that form the basis of the Boar

XII. DOCUMENTS REFERENCED OR DISCUSSED DURING INTERVIEW The following documents were referenced during or in connection with the interview of Mr. Hale. Documents were referenced for questioning purposes only; consistent with the agreed-upon interview protocol, specific documents were not shown to Mr. Hale during the interview.

1. Text messages between Marcus Hale and Jenna Morales dated November 14, 2022, November 29, 2022, and December 8, 2022 — referenced during questioning but not shown to Mr. Hale per the agreed protocol; messages recovered through forensic collection by Linden Forensics Group Inc.

2. Email communications regarding the reassignment of Project Meridian and Project Halcyon, dated on or about February 6, 2023 — referenced during questioning regarding the reassignment decision and its timing.

3. Hale Position Statement — fourteen (14) page written position statement submitted by Thornfield & Associates LLP on behalf of Mr. Hale, dated June 5, 2023.

4. APS Employee Handbook (California Supplement), revised March 15, 2022, including Sections 5.3, 5.7, and 8.1.

5. AGMG Global Code of Conduct, Version 4.2, effective January 1, 2022.

6. Employment Agreement between Aurelius Pacific Studios Inc. and Marcus Hale, dated January 7, 2019.

XIII. DEMEANOR AND CREDIBILITY OBSERVATIONS The following observations regarding Mr. Hale's demeanor and credibility during the interview are offered for purposes of the investigation record. A comprehensive credibility assessment will be prepared separately and will incorporate findings from all witness interviews, documentary evidence, and forensic analysis. Mr. Hale was composed and articulate throughout the inter

XIV. OPEN ITEMS AND FOLLOW-UP The following items require additional investigation, analysis, or follow-up in light of Mr. Hale's testimony:

1. Vancouver Production Trip — Corroborating Witnesses: Investigators to compare Mr. Hale's account of the Vancouver production trip — including his characterization of the hotel room invitation as a group hospitality suite gathering — with testimony from other witnesses who attended the trip. Seven (7) corroborating witnesses have been identified for Ms. Morales and are scheduled or being scheduled for interviews.

2. Text Messages — Content Comparison: Investigators to compare Mr. Hale's characterization of the November 14, November 29, and December 8, 2022 text messages as "work-related" and "friendly and informal" with the actual content of the messages as recovered through the Linden Forensics Group forensic collection. A detailed analysis of the message content, tone, and context will be included in the document review mem

3. Project Meridian / Project Halcyon — Pre-January 23 Documentation: Investigators to conduct a targeted email search of Mr. Hale's archived email communications, calendar entries, and other electronic records to assess whether any documentation exists that supports Mr. Hale's claim that the reassignment of Project Meridian and Project Halcyon was under consideration prior to January 23, 2023. The search should also

4. Serena Whitcomb — Comparative Testimony and HR Records: Investigators to compare Mr. Hale's account of the July 2021 Whitcomb matter with Ms. Whitcomb's own testimony (interview scheduled for June 22, 2023) and with any HR records maintained by Victor Gallegos or the APS Human Resources department relating to the incident, the verbal counseling, and Ms. Whitcomb's subsequent departure in September 2021. The invest

5. Claire Ngo Off-Site — Corroborating Witnesses: Investigators to assess Mr. Hale's account of the February 17–18, 2023 Monarch Valley Resort off-site — including his denial of making sexually suggestive comments about Ms. Ngo's attire and his denial of asking whether she was "seeing anyone" — against the testimony of the two (2) identified corroborating witnesses for Ms. Ngo.

6. Credibility Assessment Memorandum: A full and comprehensive credibility assessment of Mr. Hale's testimony will be memorialized in a separate Credibility Assessment Memorandum, to be prepared upon completion of all witness interviews and the document review process.

XV. CONCLUSION The interview of Marcus Hale was concluded at approximately 1:30 p.m. Pacific Daylight Time on June 15, 2023, after approximately four (4) hours and twenty (20) minutes, including two short breaks. Mr. Hale denied all allegations of sexual harassment against Jenna Morales and Claire Ngo. He denied all allegations of retaliation against Darren Whitfield. He provided his account of each incident and alle