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ATTORNEY-CLIENT PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT — DO NOT DISTRIBUTE

CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, NY 10019

March 14, 2024

MEMORANDUM

PRIVILEGE DESIGNATION: This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product. It is intended solely for the use of the Board of Directors of Aurelius Global Media Group PLC in connection with Calderwood & Harkness LLP's engagement as independent governance counsel. This memorandum should not be disclosed, distributed, or reproduced, in whole or in part, to any third party without the prior written consent of Calderwood & Harkness LLP. Inadvertent disclosure does not constitute a waiver of any applicable privilege.

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I. Introduction and Purpose

This memorandum provides an annotated summary and analysis of the key governance provisions of the Amended and Restated Bylaws (the "Bylaws") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), effective as of March 22, 2022. The memorandum is intended to serve as a practical reference for the Board of Directors in connection with the matters described below, and includes annotations highlighting the practical implications of specific bylaw provisions in light of the current governance situation confronting the Company.

AGMG is a public limited company incorporated in the State of Delaware (Certificate of Incorporation originally filed September 14, 2009, Delaware File Number 4827193) and registered as an overseas company in England and Wales under the Companies Act 2006. AGMG's ordinary shares are listed on the New York Stock Exchange (ticker: AGMG) and admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange Main Market (ticker: AGMG.L). As a Delaware corporation, the Bylaws are governed by and construed in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), and the summary and analysis contained herein should be understood in that context.

This summary is prepared in connection with Calderwood & Harkness LLP's engagement as independent governance counsel to the Board of Directors regarding two related and ongoing matters: (1) the contested Chief Executive Officer succession process arising from the resignation of Marcus Vane as CEO, effective March 8, 2024; and (2) the activist campaign initiated by Corvus Peak Capital Partners LP ("Corvus Peak"), an activist hedge fund that has disclosed an approximately 8.7% beneficial ownership stake in the Company and has nominated a slate of three director candidates for election at the Company's 2024 Annual General Meeting.

The summary is organized thematically, covering the provisions of the Bylaws most immediately relevant to the current Board advisory engagement. Specifically, this memorandum addresses:

(i) advance notice requirements for shareholder nominations and proposals;

(ii) voting standards for director elections, including the distinction between majority and plurality voting;

(iii) Board of Directors composition, including provisions governing board size, vacancies, and removal of directors;

(iv) committees of the Board;

(v) meetings of shareholders;

(vi) exclusive forum selection provisions;

(vii) indemnification and advancement of expenses;

(viii) amendment of the Bylaws;

(ix) officers of the Company; and

(x) other notable provisions.

Throughout the memorandum, annotations are provided in bold italic or clearly identified annotation paragraphs. These annotations reflect Calderwood & Harkness's analysis of the practical significance of specific bylaw provisions in the context of the current engagement and are intended to assist the Board in understanding how the Bylaws may affect the Company's strategic options and legal exposure.

The Bylaws should be read in conjunction with the Restated Certificate of Incorporation of AGMG (also effective as of March 22, 2022, as amended) and the applicable provisions of the DGCL. Where relevant, this memorandum notes the interaction between the Bylaws, the Certificate of Incorporation, and the DGCL. However, this memorandum does not constitute a comprehensive analysis of either the Certificate of Incorporation or the DGCL, and separate memoranda have been or will be prepared addressing those instruments as warranted by the engagement.

II. Advance Notice Requirements for Shareholder Nominations and Proposals

A. Applicable Bylaw Section

Article II, Section 2.10 of the Bylaws (entitled "Advance Notice of Shareholder Nominations and Other Business") sets forth the procedures and requirements governing advance notice for director nominations and other shareholder proposals at annual meetings of shareholders. Section 2.11 addresses advance notice requirements for shareholder proposals at special meetings. Together, these provisions constitute the Company's advance notice bylaw framework.

The advance notice provisions establish both a procedural window during which shareholder nominations and proposals must be submitted and a set of substantive information requirements that must be satisfied as a condition to the validity of any such nomination or proposal. As described in detail below, these provisions are currently implicated by Corvus Peak's nomination of three director candidates for election at the 2024 Annual General Meeting.

B. Nomination Window Calculation

Under Article II, Section 2.10(a), shareholder nominations for the election of directors at any annual meeting of shareholders must be delivered in writing to the Corporate Secretary of the Company at the Company's principal executive offices not earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's annual meeting of shareholders and not later than the close of business on the 90th day prior to the first anniversary of the preceding year's annual meeting of shareholders.

The 2023 Annual General Meeting of Shareholders was held on June 9, 2023. Applying the advance notice window calculation:

• Window Opening Date (120 days before June 9, 2024): February 10, 2024

• Window Closing Date (90 days before June 9, 2024): March 11, 2024

Accordingly, for the 2024 Annual General Meeting, the advance notice window for shareholder director nominations opened on February 10, 2024 and closes on March 11, 2024. Any shareholder nomination delivered to the Corporate Secretary before February 10, 2024 or after March 11, 2024 would be untimely and subject to disqualification under the Bylaws.

The Bylaws also contain an adjustment mechanism for circumstances in which the date of the annual meeting is advanced by more than 30 days or delayed by more than 70 days from the anniversary date of the preceding year's annual meeting. In such a case, the notice must be delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the date on which public announcement of the date of such meeting is first made by the Company. This adjustment mechanism is not triggered here, as the 2024 AGM is expected to be held on or around June 9, 2024, which is the anniversary of the 2023 AGM.

Annotation: Corvus Peak's formal director nominations — designating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu as nominees for election to the Board of Directors — were submitted by letter addressed to the Corporate Secretary of the Company and delivered to the Company's principal executive offices on March 1, 2024. March 1, 2024 falls within the February 10, 2024 through March 11, 2024 advance notice window. Accordingly, the nominations are timely under Article II, Section 2.10(a) of the Bylaws. A separate, detailed analysis of the substantive compliance of the nomination package with the informational requirements of the Bylaws has been prepared and is set forth in Calderwood & Harkness's memorandum dated March 5, 2024 (the "Advance Notice Compliance Memo"), which has been distributed to all members of the Special Committee and to Nadine Khalil, General Counsel and Corporate Secretary.

C. Required Information in Nomination Notice

Article II, Section 2.10(b) of the Bylaws prescribes the information that must be included in any shareholder's notice of nomination. The required disclosures are extensive and fall into two categories: information regarding the proposed nominee(s) and information regarding the nominating shareholder and any associated persons.

As to Each Proposed Nominee, the nominating shareholder's notice must include:

(1) The name, age, business address, and residence address of each nominee proposed by the shareholder;

(2) The principal occupation or employment of each nominee;

(3) The class and number of shares of capital stock of the Company that are beneficially owned, directly or indirectly, by each nominee;

(4) A description of all arrangements or understandings between the nominating shareholder and each nominee, and any other person or persons (naming such person or persons), pursuant to which the nominations are being made;

(5) Any other information relating to each nominee that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (including such nominee's written consent to being named in the Company's proxy statement as a nominee and to serving as a director if elected); and

(6) A completed and signed questionnaire, representation, and agreement in the form provided by the Corporate Secretary of the Company upon written request, covering the nominee's background, qualifications, and independence.

As to the Nominating Shareholder and Any Associated Person, the notice must include:

(1) The name and address of the nominating shareholder as they appear on the Company's books, and the name and address of any beneficial owner on whose behalf the nomination is being made;

(2) The class and number of shares of capital stock of the Company that are beneficially owned, directly or indirectly, by such shareholder and by any such beneficial owner;

(3) A representation that the shareholder is a holder of record of shares of the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to make the nomination specified in the notice;

(4) A description of any agreement, arrangement, or understanding (including any derivative or short position, profit interest, option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company, or any hedging, swap, or other transaction or series of transactions that has the purpose or effect of increasing or decreasing the voting power or economic interest of such shareholder or beneficial owner with respect to any class or series of shares of the Company) to which such shareholder or beneficial owner is a party, or of which such shareholder or beneficial owner has knowledge, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder or beneficial owner with respect to shares of the Company; and

(5) A representation as to whether the shareholder or beneficial owner, if any, intends or is part of a group that intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company's outstanding capital stock required to elect the nominee(s) or (b) otherwise to solicit proxies from shareholders in support of such nomination(s).

Annotation: The requirement for disclosure of derivative positions, swaps, hedges, short interests, and other economic arrangements relating to Company shares (Section 2.10(b)(iv) as described above) is a modernized advance notice provision consistent with best practices that have been widely adopted by public companies in the wake of increased activist investor activity. This provision ensures that the Company and its shareholders have visibility into the full economic interest — and potential conflicts of interest — of any nominating shareholder.

With respect to Corvus Peak, its amended Schedule 13D (filed with the Securities and Exchange Commission on February 26, 2024) disclosed beneficial ownership of approximately 35,896,200 shares of the Company's ordinary shares, representing approximately 8.7% of the Company's 412,600,000 shares outstanding as of the filing date, at an average cost basis of $20.97 per share. The Schedule 13D also disclosed certain swap and option positions held by Corvus Peak and its affiliated entities. The nomination notice submitted by Corvus Peak on March 1, 2024 should have been cross-referenced against the Schedule 13D disclosures for consistency and completeness, particularly with respect to derivative and hedging positions. This cross-referencing is being conducted by the working team in coordination with Nadine Khalil, General Counsel and Corporate Secretary, and the results are reflected in the Advance Notice Compliance Memo referenced above.

D. Special Meeting Nominations

Article II, Section 2.11 of the Bylaws addresses advance notice requirements for the nomination of directors at special meetings of shareholders called for the purpose of electing directors. If a special meeting of shareholders is called for the purpose of electing one or more directors to the Board, the Bylaws provide a separate notice window keyed to the date of mailing of the notice of such special meeting. Specifically, a shareholder who is a holder of record at the time of the giving of such notice and who is entitled to vote at the special meeting may nominate a person or persons for election to such directorship(s) by delivering written notice to the Corporate Secretary of the Company at the Company's principal executive offices not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of (x) the 90th day prior to such special meeting or (y) the 10th day following the date on which public announcement of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting is first made.

The substantive information requirements applicable to nomination notices for special meetings mirror those applicable to annual meeting nominations as described in Section II.C above.

Annotation: This provision is not currently triggered, as no special meeting of shareholders has been called or is currently anticipated. It is included here for completeness. As discussed in Section VI.B below, only the Board of Directors, the Chair of the Board, or the Chief Executive Officer may call a special meeting; shareholders do not have the independent right to call a special meeting under the Bylaws. This limits Corvus Peak's ability to force a shareholder vote outside the regular annual meeting cycle.

E. Defective Nominations

Article II, Section 2.10(d) of the Bylaws provides that the chairman of any meeting of shareholders shall have the power and the duty to determine whether a nomination was made in accordance with the procedures set forth in the Bylaws. If the chairman determines that a nomination was not made in compliance with the applicable procedures, the chairman shall so declare at the meeting and such defective nomination shall be disregarded. No votes cast for a nominee whose nomination has been declared defective shall be counted.

This provision vests sole procedural gatekeeping authority in the chairman of the meeting. The Bylaws do not provide for an appeal or review mechanism within the meeting itself; however, the chairman's determination is, of course, subject to judicial review in the Court of Chancery of the State of Delaware (see Section VII below regarding the exclusive forum provision).

Annotation: The current Non-Executive Chair of the Board is Dame Elspeth Greenvale, who will preside over the 2024 Annual General Meeting in her capacity as chairman of the meeting unless the Board designates another person to preside. The authority vested in the chairman to rule nominations out of order is a significant procedural tool, but its exercise must be consistent with the fiduciary duties of the Board under Delaware law.

Importantly, the Delaware courts have held that actions taken by a board of directors for the primary purpose of impeding the exercise of the shareholder franchise are subject to enhanced judicial scrutiny. Under the framework established in Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), and its progeny, a board action taken for the primary purpose of thwarting shareholder action must be justified by a "compelling justification." Even under the less exacting Unocal standard, board conduct that has the effect of impeding the shareholder franchise is subjected to heightened scrutiny.

In the present context, Corvus Peak's March 1, 2024 nomination appears procedurally timely, as it was delivered within the February 10 – March 11, 2024 advance notice window. Accordingly, any attempt to disqualify the Corvus Peak nominees at the meeting would need to be grounded in a substantive deficiency in the nomination notice — for example, a failure to provide all required information or a material misstatement in the nomination notice — rather than untimeliness. An arbitrary or pretextual rejection of a facially compliant nomination could expose the Board and Dame Elspeth Greenvale personally to significant litigation risk. Calderwood & Harkness recommends that any determination regarding the compliance of the Corvus Peak nomination be made on a fully documented basis, with the involvement of counsel, and that the reasoning for any such determination be set forth in writing prior to the meeting.

III. Voting Standards for the Election of Directors

A. Majority Voting in Uncontested Elections

Article II, Section 2.09(a) of the Bylaws provides that in an uncontested election of directors — that is, an election in which the number of nominees does not exceed the number of directorships to be filled at such election — each director shall be elected by the affirmative vote of a majority of the votes cast with respect to that director's election at a meeting of shareholders at which a quorum is present.

For purposes of this provision, a "majority of the votes cast" means that the number of shares voted "for" a director's election must exceed the number of shares voted "against" that director's election. Abstentions and broker non-votes are expressly excluded from the calculation and are not counted as votes cast for or against any director. This majority voting standard applies only in uncontested elections and is designed to ensure that directors who stand for election without opposition enjoy the affirmative support of a majority of the shareholders who cast votes.

B. Plurality Standard in Contested Elections

Article II, Section 2.09(b) of the Bylaws provides that in a contested election of directors — that is, an election in which the number of nominees exceeds the number of directorships to be filled at such election — directors shall be elected by a plurality of the votes cast at a meeting of shareholders at which a quorum is present. Under the plurality standard, the nominees receiving the greatest number of "for" votes, up to the number of seats to be filled, are elected, regardless of whether any individual nominee receives a majority of the votes cast. Abstentions and broker non-votes are similarly excluded from the calculation under the plurality standard.

The determination of whether an election is contested or uncontested is made by the Corporate Secretary of the Company as of the last date on which shareholders may submit nominations under Article II, Section 2.10 of the Bylaws (i.e., the close of the advance notice window). If the number of nominees as of that date exceeds the number of seats to be filled, the election is deemed contested and the plurality standard applies.

Annotation — Triggered Status: Corvus Peak's nomination of three director candidates — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — for the 2024 Annual General Meeting, combined with the Company's own nominee slate (expected to include candidates for all seats on the Board), means that the total number of nominees will exceed the number of available directorships. Accordingly, the plurality voting standard is triggered for the 2024 director election pursuant to Article II, Section 2.09(b).

The implications of the plurality standard in a contested election are significant and generally considered more favorable to activist challengers than the majority standard applicable in uncontested elections. Under plurality voting, the nominees receiving the highest number of "for" votes are elected; there is no requirement that any nominee receive a majority. This eliminates the possibility of a "withhold" or "vote no" campaign in which an activist could block a management nominee by encouraging shareholders to vote against that nominee without offering an alternative. Instead, what matters under the plurality standard is the relative vote tallies among competing nominees. The practical effect is that Corvus Peak's nominees need not secure the support of a majority of shareholders; they need only garner more votes than the management nominees with the lowest vote totals in order to displace them.

For the Company's proxy solicitation strategy, this means that the contest will turn on the relative attractiveness of the competing slates and the effectiveness of each side's proxy solicitation efforts. Calderwood & Harkness will work with the Company's proxy solicitor, its communications advisors, and the Special Committee to develop an appropriate response strategy.

C. Resignation Policy / Holdover Directors

Article II, Section 2.09(c) of the Bylaws includes a director resignation policy that is applicable in uncontested elections. Under this provision, any incumbent director who is a nominee in an uncontested election and who does not receive a majority of the votes cast with respect to his or her election must promptly tender his or her resignation to the Board of Directors for consideration. The Nominating and Corporate Governance Committee is then required to make a recommendation to the Board as to whether to accept or reject the resignation, and the Board must act on the resignation within 90 days following certification of the election results. The Board is required to promptly disclose its decision and, if the Board rejects the resignation, the rationale for doing so, in a filing with the Securities and Exchange Commission.

This resignation policy ensures accountability in uncontested elections by giving shareholders a meaningful voice in the retention or replacement of directors who fail to secure majority support. However, the resignation policy does not apply in contested elections governed by the plurality standard.

Annotation: Because the 2024 director election is a contested election, the resignation policy set forth in Article II, Section 2.09(c) is not applicable. Directors elected by plurality at the 2024 AGM will serve until the next annual meeting of shareholders and until their respective successors shall have been duly elected and qualified, or until their earlier resignation, removal, or death. This is consistent with the DGCL's "holdover" doctrine, under which a director continues to serve beyond the expiration of his or her term until a successor is elected and qualified. See DGCL § 141(b).

D. Board Declassification

The Bylaws reflect the declassification of the Board of Directors, which was approved by shareholders at the 2021 Annual General Meeting. Following the completion of the declassification phase-in period, all directors are now elected annually for one-year terms. The Board is no longer divided into classes with staggered three-year terms.

Annotation: The declassification of the Board is of considerable practical significance in the current context. In a classified board structure — where directors are divided into three classes serving staggered three-year terms — an activist investor typically must win proxy contests at a minimum of two consecutive annual meetings in order to gain majority representation on the board. This is because only approximately one-third of the board stands for election in any given year. A classified board thus serves as a potent structural defense against hostile takeover attempts and activist campaigns, as it significantly increases the time and expense required to achieve board control.

With a fully declassified board, by contrast, all directors stand for election at each annual meeting. This means that Corvus Peak could, in theory, contest all seats at a single annual meeting and, if successful in obtaining sufficient shareholder support, gain a majority or even full control of the Board in a single vote. While Corvus Peak has currently nominated only three candidates — suggesting a "short slate" strategy aimed at gaining a minority presence on the Board rather than full control — the declassified structure preserves the option for Corvus Peak to expand its slate in a future year (or even at this year's meeting, subject to the advance notice deadline) if its initial campaign proves successful and it chooses to escalate.

The absence of a staggered board defense heightens the importance of the Board's other governance tools and the effectiveness of its shareholder engagement and communication strategy.

IV. Board of Directors — Size, Vacancies, and Removal

A. Board Size

Article III, Section 3.01 of the Bylaws provides that the number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution adopted by a majority of the entire Board of Directors. The Bylaws do not set a minimum or maximum number of directors (beyond those that may be required under the DGCL, which provides for a minimum of one director). The number of directors may be increased or decreased at any time by resolution of the Board.

Annotation: The current Board consists of ten (10) authorized directorships, of which nine (9) are currently occupied following the resignation of Marcus Vane as CEO and director, effective March 8, 2024. The Vane vacancy has not been filled as of the date of this memorandum.

The Board's exclusive authority to fix its own size is an important governance power with both defensive and operational implications. From a defensive standpoint, the ability to expand or contract the number of board seats gives the Board flexibility to add new directors or to reduce the size of the board to eliminate vacant seats. In the context of an activist campaign, an enlargement of the board for the primary purpose of diluting an activist's proportional representation — for example, by adding additional management-friendly directors to the Board prior to a shareholder vote — would be subject to enhanced judicial scrutiny under Blasius Industries, Inc. v. Atlas Corp. and its progeny. The Delaware Court of Chancery has consistently held that board actions taken for the primary purpose of interfering with the shareholder franchise must be justified by a "compelling justification," a standard that is extremely difficult to satisfy. The Board should therefore exercise extreme caution before considering any change to board size in the current environment, and should consult with Calderwood & Harkness before taking any such action.

B. Vacancies

Article III, Section 3.02 of the Bylaws provides that vacancies on the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, even though less than a quorum, or by a sole remaining director. This is consistent with DGCL § 223(a)(1), which authorizes the board of directors of a Delaware corporation to fill vacancies.

A director elected by the Board to fill a vacancy shall hold office until the next annual meeting of shareholders and until such director's successor shall have been duly elected and qualified, or until such director's earlier resignation, removal, or death. Because the Board is fully declassified, a director appointed to fill a vacancy serves only until the next annual meeting, at which point the seat is subject to election by the shareholders.

Annotation: The vacancy created by Marcus Vane's resignation on March 8, 2024 has not been filled as of the date of this memorandum. The Board has the legal authority under the Bylaws and the DGCL to appoint a replacement director to serve until the 2024 Annual General Meeting.

However, filling this vacancy in the current environment raises significant governance and litigation risk considerations. If the Board were to appoint a new director — particularly one perceived as management-friendly or aligned with the incumbent slate — in advance of the contested 2024 AGM, such action could be characterized by Corvus Peak as an entrenchment tactic designed to increase the size of the incumbent slate and dilute the impact of the activist's nominees. Such an action would likely be challenged in the Court of Chancery under enhanced scrutiny standards.

Calderwood & Harkness recommends that the Board not fill the Vane vacancy prior to the 2024 AGM unless there is a compelling governance rationale unrelated to the proxy contest — for example, if the Board determines that the vacancy impairs its ability to satisfy regulatory requirements or to maintain adequate oversight of the Company's operations. Any decision to fill the vacancy should be made on a fully documented basis, with contemporaneous evidence of the business rationale and the independence and qualifications of the selected candidate.

C. Removal

Article III, Section 3.03 of the Bylaws provides that any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class.

This provision is consistent with DGCL § 141(k), which provides that any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. The "without cause" removal standard is available because the Board is fully declassified; under the DGCL, directors of a corporation with a classified board may only be removed for cause unless the certificate of incorporation provides otherwise. See DGCL § 141(k)(1).

Annotation: The "without cause" removal provision is a standard feature of the bylaws of a Delaware corporation with a declassified board and does not present a distinctive defensive advantage for the Board in the current context. Corvus Peak is seeking to elect its nominees through the regular annual election process rather than pursuing a removal action. A removal action — which would require a shareholder vote at a meeting called for that purpose — would present significant logistical challenges and would not be a practical strategy for Corvus Peak given the availability of the 2024 AGM as a forum for contesting board seats. Nonetheless, the removal provision is noted here for the Board's awareness, as it underscores the accountability framework applicable to a fully declassified board.

V. Committees of the Board

A. Authority to Establish Committees

Article IV, Section 4.01 of the Bylaws provides that the Board of Directors may, by resolution adopted by a majority of the entire Board, designate one or more committees of the Board, each consisting of one or more directors of the Company. Each such committee shall have and may exercise such powers and authority of the Board of Directors as shall be set forth in the resolution establishing such committee or in any subsequent resolution of the Board amending or supplementing the authority of such committee, subject to the limitations of DGCL § 141(c).

Under DGCL § 141(c)(2), a committee of the Board may not exercise the power of the Board with respect to certain enumerated matters, including: (i) approving or adopting, or recommending to the shareholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to shareholders for approval; (ii) adopting, amending, or repealing any bylaw of the corporation; or (iii) declaring dividends or authorizing the issuance of stock (except to the extent expressly authorized by the Board in the resolution establishing the committee or by a subsequent resolution).

Annotation: This is the authority under which the Board of Directors, by resolution adopted on March 18, 2024, formed the Special Committee (the "Special Committee") consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn. The Special Committee has been charged with overseeing the CEO succession process and coordinating the Board's response to the Corvus Peak activist campaign. A separate Special Committee charter was adopted contemporaneously with the resolution establishing the Special Committee and sets forth the scope of the Special Committee's authority, its reporting obligations, and its right to retain independent advisors.

The formation of the Special Committee is consistent with Delaware law best practices for governance in contested situations. By delegating the day-to-day management of the CEO search and activist response to a committee of independent, disinterested directors, the Board can demonstrate that its actions are the product of informed, deliberate decision-making and are not tainted by self-interest or improper motivations.

B. Committee Composition Requirements

Article IV, Section 4.02 of the Bylaws provides that each committee of the Board must consist of one or more directors of the Company. The Bylaws do not impose additional independence or qualification requirements for committee membership beyond those mandated by the DGCL and applicable stock exchange listing standards.

Annotation: While the Bylaws themselves do not require committee members to be independent, the NYSE Listed Company Manual imposes specific independence requirements for certain standing committees. In particular, NYSE Rule 303A.06 requires that the Audit Committee be composed entirely of independent directors; NYSE Rule 303A.05 requires that the Compensation Committee be composed entirely of independent directors; and NYSE Rule 303A.04 requires that the Nominating/Corporate Governance Committee be composed entirely of independent directors.

The Special Committee established on March 18, 2024 for the CEO succession and activist response is not a standing committee governed by the NYSE listing rules. Nevertheless, best practices strongly favor composing a special committee of this nature entirely of independent, disinterested directors in order to insulate the committee's work product and recommendations from claims of self-dealing or entrenchment. All three members of the Special Committee — Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — are independent non-executive directors who satisfy the independence requirements of the NYSE listing standards and who do not have any material relationships with Corvus Peak or its nominees that would impair their disinterestedness.

C. Committee Reporting

Article IV, Section 4.03 of the Bylaws provides that each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. This provision ensures that the full Board maintains oversight of committee activities and that a contemporaneous record of committee deliberations is created and preserved.

Annotation: Calderwood & Harkness recommends that the Special Committee maintain detailed minutes of all meetings and that such minutes be reviewed by counsel before finalization. Careful minute-taking is essential both as a matter of good governance and as a litigation protection measure, as the minutes may be subject to production in any future § 220 books-and-records inspection or in litigation challenging the Board's conduct during the CEO succession process or proxy contest.

D. Standing Committees

The Bylaws reference the following standing committees of the Board of Directors: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each standing committee operates pursuant to a written charter adopted by the Board, which sets forth the committee's composition, authority, responsibilities, and reporting obligations. The charters are publicly available on the Company's investor relations website and are filed as exhibits to the Company's annual proxy statement.

Annotation: The Nominating and Corporate Governance Committee (the "NCGC") has a particularly important role in the current engagement. It is the NCGC that retained Hargrove Tate Partners LLC on March 15, 2024 as the executive search firm for the CEO succession process. The engagement letter with Hargrove Tate Partners provides for a flat fee of $750,000 plus reasonable out-of-pocket expenses, payable in three installments of $250,000 each (the first installment upon execution of the engagement letter, the second upon presentation of an initial candidate slate, and the third upon acceptance of an offer by a candidate). As of the date of this memorandum, only the first installment of $250,000 has been paid.

The NCGC is also the committee responsible for evaluating and recommending director candidates to the full Board, including candidates proposed by shareholders. The interaction between the NCGC's nomination evaluation process and the advance notice bylaw framework is addressed in greater detail in the Advance Notice Compliance Memo referenced in Section II.B above.

VI. Meetings of Shareholders

A. Annual Meeting

Article II, Section 2.01 of the Bylaws provides that an annual meeting of shareholders shall be held on such date, at such time, and at such place (if any), within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. The Board may, in its sole discretion, determine that a meeting of shareholders shall be held solely by means of remote communication in accordance with DGCL § 211(a)(2).

Annotation: The 2023 Annual General Meeting was held on June 9, 2023 at the Company's offices in New York, New York. The 2024 AGM is expected to be scheduled on or around the anniversary date of June 9, 2024. The Board has not yet formally set the date, time, or location of the 2024 AGM, though preliminary planning is underway. The record date for the 2024 AGM has also not yet been fixed. Calderwood & Harkness recommends that the Board set the date and record date for the 2024 AGM promptly, and that the Company begin preparing its preliminary proxy materials in consultation with counsel.

B. Special Meetings

Article II, Section 2.03 of the Bylaws provides that special meetings of shareholders may be called only by the Board of Directors, the Chair of the Board, or the Chief Executive Officer. The Bylaws expressly provide that shareholders of the Company do not have the right to call a special meeting of shareholders.

Annotation: This provision is a meaningful defensive feature of the Company's governance structure. By limiting the right to call a special meeting to the Board, the Chair, and the CEO, the Bylaws prevent Corvus Peak (or any other shareholder, regardless of stake size) from forcing a special meeting of shareholders outside the regular annual meeting cycle. This restriction means that Corvus Peak's only avenue for seeking board representation through the shareholder vote is the 2024 Annual General Meeting (or, if it were to choose to wait, a future annual meeting). Corvus Peak cannot unilaterally accelerate the timeline by calling a special meeting to hold a director election or to transact other business.

It should be noted that certain jurisdictions require or permit shareholders holding a specified percentage of shares to call special meetings. Delaware law does not grant shareholders this right unless the certificate of incorporation or bylaws provide for it; AGMG's Certificate of Incorporation does not confer such a right. Accordingly, the limitation in the Bylaws is fully enforceable.

C. Quorum

Article II, Section 2.06 of the Bylaws provides that the holders of a majority of the shares of capital stock issued and outstanding and entitled to vote at any meeting of shareholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business at such meeting. Once a quorum is established, it is not broken by the subsequent withdrawal of shareholders sufficient to leave less than a quorum. If a quorum is not present at any meeting, the chairman of the meeting or the holders of a majority of the shares present may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum is present.

Annotation: With 412,600,000 shares of ordinary stock outstanding as of the most recent record date, a quorum for the 2024 AGM requires the presence, in person or by proxy, of holders of at least 206,300,001 shares. Given the concentrated institutional ownership of AGMG's shares — including Corvus Peak Capital Partners LP at approximately 8.7% (approximately 35,896,200 shares), Thorne Capital Management at approximately 6.3% (approximately 25,993,800 shares), Ridgeway Asset Management at approximately 5.1% (approximately 21,042,600 shares), Windermere Pension Trust at approximately 4.4% (approximately 18,154,400 shares), and management and board insiders collectively holding approximately 3.2% (approximately 13,203,200 shares) — together with the broad base of retail and other institutional shareholders, a quorum is virtually certain to be achieved at the 2024 AGM.

The quorum requirement is not expected to present any strategic issue for either side in the proxy contest. Both the Company's proxy solicitor and Corvus Peak's solicitor will be working to ensure maximum shareholder participation.

D. Record Date

Article II, Section 2.07 of the Bylaws provides that the Board of Directors shall fix a record date for each meeting of shareholders, which date shall be not more than 60 days nor less than 10 days before the date of the meeting. Only shareholders of record as of the close of business on the record date shall be entitled to notice of, and to vote at, the meeting. If the Board does not fix a record date, the record date shall be the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held.

The record date is a critical determination in any proxy contest, as it fixes the universe of shareholders entitled to vote. Shareholders who acquire shares after the record date are not entitled to vote at the meeting (though they may seek to obtain proxies from record holders). Conversely, shareholders who sell their shares after the record date retain the right to vote at the meeting with respect to those shares (assuming the beneficial owner was the record holder as of the record date).

E. Conduct of Meetings

Article II, Section 2.08 of the Bylaws provides that the chairman of each meeting of shareholders shall determine the rules of order and procedure to be followed at the meeting, including the order of business, the manner in which votes are to be cast, and the resolution of procedural disputes. The chairman shall have the authority to convene, recess, and adjourn the meeting and to make all determinations with respect to the conduct of the meeting that the chairman deems necessary or appropriate for the orderly conduct of business.

Annotation: Dame Elspeth Greenvale, in her capacity as Non-Executive Chair of the Board, will preside over the 2024 Annual General Meeting as chairman of the meeting. Her authority to determine procedural matters is broad and includes the power to rule on the validity of nominations (as discussed in Section II.E above), the order in which items of business are considered, and the resolution of any disputes that may arise during the meeting. However, this authority is not unlimited. The chairman's conduct of the meeting must be consistent with the Bylaws, the Certificate of Incorporation, the DGCL, and the fiduciary duties owed by directors to the Company and its shareholders. Any procedural ruling that could be perceived as favoring the incumbent slate over the Corvus Peak nominees — for example, an unreasonable refusal to permit discussion of a Corvus Peak proposal or a procedurally irregular determination regarding the validity of proxies — could become the basis for a post-meeting challenge in the Court of Chancery.

Calderwood & Harkness will work with Dame Elspeth Greenvale and the Corporate Secretary to prepare a meeting script and procedural guidelines for the 2024 AGM that are designed to ensure that the meeting is conducted fairly, transparently, and in compliance with all applicable legal requirements.

VII. Exclusive Forum Selection

A. Section 11.1 — Court of Chancery of Delaware

Article XI, Section 11.1 of the Bylaws contains an exclusive forum selection provision designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for the adjudication of certain categories of intra-corporate disputes. Specifically, Section 11.1 provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court also lacks subject matter jurisdiction, the United States District Court for the District of Delaware) shall be the sole and exclusive forum for:

(i) any derivative action or proceeding brought on behalf of the Company;

(ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or other employee of the Company to the Company or the Company's shareholders;

(iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation, or the Bylaws (as either may be amended from time to time);

(iv) any action to interpret, apply, enforce, or determine the validity of the Certificate of Incorporation or the Bylaws; or

(v) any action asserting a claim governed by the internal affairs doctrine.

Section 11.1 further provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and to have consented to this provision.

Annotation: This is a standard Delaware exclusive forum selection bylaw that has become widely adopted among Delaware corporations, particularly in the aftermath of the Delaware Supreme Court's decision in Salzberg v. Sciabacucchi, 227 A.3d 102 (Del. 2020). In Salzberg, the Court upheld the enforceability of a federal forum provision in a certificate of incorporation requiring that Securities Act of 1933 claims be brought exclusively in federal court. While Salzberg addressed a certificate of incorporation rather than a bylaw, the decision confirmed the broader principle that forum selection provisions adopted in accordance with the DGCL are enforceable as a matter of Delaware law, and it has been widely understood to validate the enforceability of forum selection bylaws as well.

The exclusive forum provision is directly relevant to the current engagement in several respects:

(a) Challenges to Board Defensive Measures. Any challenge by Corvus Peak (or any other shareholder) to the Board's actions in connection with the CEO succession process, the activist response, or any perceived defensive measures would need to be brought in the Court of Chancery. The Court of Chancery is the court with the deepest expertise in Delaware corporate law and is generally regarded as a highly sophisticated forum for the adjudication of complex governance disputes.

(b) DGCL § 220 Books-and-Records Demand. Corvus Peak served a books-and-records demand under DGCL § 220 on March 22, 2024, seeking access to certain materials related to the CEO search committee and the Board's deliberations regarding the activist campaign. If the parties are unable to resolve the § 220 demand consensually and Corvus Peak elects to bring a summary proceeding to enforce its inspection rights, such proceeding would be filed in the Court of Chancery pursuant to the exclusive forum provision.

(c) Post-Election Challenges. In the event of a contested vote at the 2024 AGM, any post-election challenge to the validity of the meeting, the conduct of the chairman, the counting of proxies, or the election results would likewise be heard in the Court of Chancery.

The channeling of these disputes to the Court of Chancery provides a degree of predictability and consistency for both the Company and Corvus Peak, and reduces the risk of duplicative or inconsistent litigation in multiple forums.

B. Securities Act Claims

Article XI, Section 11.2 of the Bylaws includes a separate federal forum provision specifying that, unless the Company consents in writing to the selection of an alternative forum, the United States District Courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 (the "Securities Act").

Annotation: This provision reflects the holding in Salzberg v. Sciabacucchi and is intended to prevent the filing of Securities Act class actions in state court, where defendants may face procedural disadvantages relative to federal court. The provision is not directly implicated by the current engagement, as the activist campaign and CEO succession process do not, at present, give rise to Securities Act claims.

It should be noted, however, that claims arising under the Securities Exchange Act of 1934 (the "Exchange Act") — including Section 14(a) proxy fraud claims — are not subject to this exclusive forum provision. Exchange Act claims are subject to exclusive federal jurisdiction under 15 U.S.C. § 78aa, and may be brought in any federal district court with proper venue and jurisdiction regardless of the Bylaws' forum selection provisions. In the context of a contested proxy solicitation, Exchange Act Section 14(a) claims alleging material misstatements or omissions in proxy materials are a potential risk for both sides. This risk is addressed separately in Calderwood & Harkness's proxy solicitation advice memorandum.

VIII. Indemnification and Advancement of Expenses

A. Mandatory Indemnification

Article VIII, Section 8.01 of the Bylaws provides that the Company shall indemnify, to the fullest extent permitted by the DGCL (as it now exists or may hereafter be amended, but only to the extent that such amendment permits the Company to provide broader indemnification rights than were permitted prior thereto), any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding.

The indemnification obligation extends to all Proceedings, whether initiated by third parties or by the Company itself, and applies regardless of whether the indemnified person is successful on the merits or otherwise in the defense of such Proceeding. The only limitation is that, in an action by or in the right of the Company (i.e., a derivative action), indemnification shall not be made with respect to any claim, issue, or matter as to which the person has been adjudged to be liable to the Company unless, and only to the extent that, the Court of Chancery or the court in which such action was brought shall determine upon application that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnification for such expenses as the court deems proper. This is consistent with the limitation set forth in DGCL § 145(b).

Annotation: This is a "maximum indemnification" provision that confers the broadest possible indemnification rights available under Delaware law. The use of the "to the fullest extent permitted" formulation is critical because it ensures that the indemnification rights automatically expand if the DGCL is amended in the future to permit broader indemnification, without requiring a corresponding amendment to the Bylaws. Conversely, the savings clause ("but only to the extent that such amendment permits the Company to provide broader indemnification rights than were permitted prior thereto") ensures that the provision will not be construed to narrow indemnification rights in the event of a restrictive amendment to the DGCL.

This provision is of critical importance in the current environment. Incumbent directors who are involved in a contested proxy campaign are exposed to litigation risk — including potential claims of breach of fiduciary duty, improper defensive conduct, or entrenchment. The mandatory indemnification provision ensures that these directors can fulfill their oversight responsibilities without personal financial exposure, subject to the statutory limitations described above. Equally important, directors who do not stand for re-election at the 2024 AGM, or who stand for re-election but are not re-elected, will continue to be entitled to indemnification under this provision for all actions taken during their tenure as directors. The indemnification obligation survives the director's departure from the Board.

This provision operates in conjunction with the Company's directors' and officers' liability insurance policy maintained with Helmsley Indemnity Corp. The current policy (Policy No. HIC-DOL-2024-009347) provides coverage limits of $75 million per occurrence and $150 million in the aggregate, with an annual premium of approximately $3.8 million. The policy period runs from January 1, 2024 through December 31, 2024. The D&O policy provides a separate source of recovery for directors and officers and is designed to respond to claims that may not be covered by the Company's indemnification obligation — for example, claims in which the Company is financially unable to indemnify, or claims in which indemnification is not permitted under the DGCL.

B. Advancement of Expenses

Article VIII, Section 8.02 of the Bylaws provides for mandatory advancement of expenses (including attorneys' fees) incurred by any current or former director or officer of the Company in defending any Proceeding covered by the indemnification provision. The Company shall advance such expenses in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such person is not entitled to be indemnified by the Company.

The undertaking requirement is the sole condition to mandatory advancement. The Bylaws do not require the director or officer to demonstrate the merits of the underlying defense, to post a bond, or to satisfy any other condition precedent as a prerequisite to receiving advancement.

Annotation: The mandatory advancement provision is the most protective formulation available under Delaware law and is a critical component of the Company's governance framework. Advancement ensures that current and former directors and officers can obtain reimbursement of legal fees and expenses as they are incurred, rather than having to fund their own defense and seek reimbursement only after the final resolution of the underlying Proceeding — which could be years or even decades after the events in question. Without mandatory advancement, a director facing protracted litigation could be forced to expend substantial personal resources on legal fees, creating a chilling effect on directors' willingness to serve and to exercise their business judgment.

The importance of this provision is heightened by the current governance dynamics. Several incumbent directors may face claims related to their service in the event that the proxy contest results in a change of board composition. In particular, departing directors Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos may be exposed to claims arising from decisions made during their tenure, including decisions related to the CEO succession process, the activist response, and the engagement of advisors. The mandatory advancement provision ensures that these directors will have access to legal counsel without bearing the upfront cost of their defense.

C. Non-Exclusivity

Article VIII, Section 8.03 of the Bylaws expressly provides that the indemnification and advancement provisions of the Bylaws are non-exclusive. They shall not limit any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, insurance policy, vote of shareholders or disinterested directors, provision of law, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.

Annotation: The non-exclusivity provision is important because it preserves the ability of the Company to enter into separate indemnification agreements with individual directors and officers that may provide rights beyond those set forth in the Bylaws. Individual indemnification agreements are recommended as a matter of best practice because they provide a contractual right to indemnification that cannot be unilaterally amended or repealed by the Board (unlike the Bylaws, which can be amended by majority Board action). An individual indemnification agreement provides an additional layer of protection for the director, as it would survive any future amendment to the Bylaws that might narrow indemnification rights.

Calderwood & Harkness recommends that the Board confirm with Nadine Khalil, General Counsel and Corporate Secretary, whether individual indemnification agreements are currently in place for all current directors and officers. If such agreements are not in place, Calderwood & Harkness recommends that they be executed promptly. The execution of individual indemnification agreements in the ordinary course of governance — even during the pendency of a proxy contest — is a routine and defensible action and should not present enhanced scrutiny concerns.

D. Insurance

Article VIII, Section 8.04 of the Bylaws authorizes the Company to maintain

ATTORNEY-CLIENT PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT — DO NOT DISTRIBUTE
CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, NY 10019
March 14, 2024
MEMORANDUM
PRIVILEGE DESIGNATION: This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product. It is intended solely for the use of the Board of Directors of Aurelius Global Media Group PLC in connection with Calderwood & Harkness LLP's engagement as independent governance counsel. This memorandum should not be disclosed, distributed, or reproduced, in whole or in part, to any third party without the prior written consent of Calderwood & Harkness LLP. Inadvertent disclosure does not constitute a waiver of any applicable privilege.
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I. Introduction and Purpose
This memorandum provides an annotated summary and analysis of the key governance provisions of the Amended and Restated Bylaws (the "Bylaws") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), effective as of March 22, 2022. The memorandum is intended to serve as a practical reference for the Board of Directors in connection with the matters described below, and includes annotations highlighting the practical implications of specific bylaw provisions in light of the current governance situation confronting the Company.
AGMG is a public limited company incorporated in the State of Delaware (Certificate of Incorporation originally filed September 14, 2009, Delaware File Number 4827193) and registered as an overseas company in England and Wales under the Companies Act 2006. AGMG's ordinary shares are listed on the New York Stock Exchange (ticker: AGMG) and admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange Main Market (ticker: AGMG.L). As a Delaware corporation, the Bylaws are governed by and construed in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), and the summary and analysis contained herein should be understood in that context.
This summary is prepared in connection with Calderwood & Harkness LLP's engagement as independent governance counsel to the Board of Directors regarding two related and ongoing matters: (1) the contested Chief Executive Officer succession process arising from the resignation of Marcus Vane as CEO, effective March 8, 2024; and (2) the activist campaign initiated by Corvus Peak Capital Partners LP ("Corvus Peak"), an activist hedge fund that has disclosed an approximately 8.7% beneficial ownership stake in the Company and has nominated a slate of three director candidates for election at the Company's 2024 Annual General Meeting.
The summary is organized thematically, covering the provisions of the Bylaws most immediately relevant to the current Board advisory engagement. Specifically, this memorandum addresses:
(i) advance notice requirements for shareholder nominations and proposals;
(ii) voting standards for director elections, including the distinction between majority and plurality voting;
(iii) Board of Directors composition, including provisions governing board size, vacancies, and removal of directors;
(iv) committees of the Board;
(v) meetings of shareholders;
(vi) exclusive forum selection provisions;
(vii) indemnification and advancement of expenses;
(viii) amendment of the Bylaws;
(ix) officers of the Company; and
(x) other notable provisions.
Throughout the memorandum, annotations are provided in bold italic or clearly identified annotation paragraphs. These annotations reflect Calderwood & Harkness's analysis of the practical significance of specific bylaw provisions in the context of the current engagement and are intended to assist the Board in understanding how the Bylaws may affect the Company's strategic options and legal exposure.
The Bylaws should be read in conjunction with the Restated Certificate of Incorporation of AGMG (also effective as of March 22, 2022, as amended) and the applicable provisions of the DGCL. Where relevant, this memorandum notes the interaction between the Bylaws, the Certificate of Incorporation, and the DGCL. However, this memorandum does not constitute a comprehensive analysis of either the Certificate of Incorporation or the DGCL, and separate memoranda have been or will be prepared addressing those instruments as warranted by the engagement.
II. Advance Notice Requirements for Shareholder Nominations and Proposals
A. Applicable Bylaw Section
Article II, Section 2.10 of the Bylaws (entitled "Advance Notice of Shareholder Nominations and Other Business") sets forth the procedures and requirements governing advance notice for director nominations and other shareholder proposals at annual meetings of shareholders. Section 2.11 addresses advance notice requirements for shareholder proposals at special meetings. Together, these provisions constitute the Company's advance notice bylaw framework.
The advance notice provisions establish both a procedural window during which shareholder nominations and proposals must be submitted and a set of substantive information requirements that must be satisfied as a condition to the validity of any such nomination or proposal. As described in detail below, these provisions are currently implicated by Corvus Peak's nomination of three director candidates for election at the 2024 Annual General Meeting.
B. Nomination Window Calculation
Under Article II, Section 2.10(a), shareholder nominations for the election of directors at any annual meeting of shareholders must be delivered in writing to the Corporate Secretary of the Company at the Company's principal executive offices not earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's annual meeting of shareholders and not later than the close of business on the 90th day prior to the first anniversary of the preceding year's annual meeting of shareholders.
The 2023 Annual General Meeting of Shareholders was held on June 9, 2023. Applying the advance notice window calculation:
• Window Opening Date (120 days before June 9, 2024): February 10, 2024
• Window Closing Date (90 days before June 9, 2024): March 11, 2024
Accordingly, for the 2024 Annual General Meeting, the advance notice window for shareholder director nominations opened on February 10, 2024 and closes on March 11, 2024. Any shareholder nomination delivered to the Corporate Secretary before February 10, 2024 or after March 11, 2024 would be untimely and subject to disqualification under the Bylaws.
The Bylaws also contain an adjustment mechanism for circumstances in which the date of the annual meeting is advanced by more than 30 days or delayed by more than 70 days from the anniversary date of the preceding year's annual meeting. In such a case, the notice must be delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the date on which public announcement of the date of such meeting is first made by the Company. This adjustment mechanism is not triggered here, as the 2024 AGM is expected to be held on or around June 9, 2024, which is the anniversary of the 2023 AGM.
Annotation: Corvus Peak's formal director nominations — designating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu as nominees for election to the Board of Directors — were submitted by letter addressed to the Corporate Secretary of the Company and delivered to the Company's principal executive offices on March 1, 2024. March 1, 2024 falls within the February 10, 2024 through March 11, 2024 advance notice window. Accordingly, the nominations are timely under Article II, Section 2.10(a) of the Bylaws. A separate, detailed analysis of the substantive compliance of the nomination package with the informational requirements of the Bylaws has been prepared and is set forth in Calderwood & Harkness's memorandum dated March 5, 2024 (the "Advance Notice Compliance Memo"), which has been distributed to all members of the Special Committee and to Nadine Khalil, General Counsel and Corporate Secretary.
C. Required Information in Nomination Notice
Article II, Section 2.10(b) of the Bylaws prescribes the information that must be included in any shareholder's notice of nomination. The required disclosures are extensive and fall into two categories: information regarding the proposed nominee(s) and information regarding the nominating shareholder and any associated persons.
As to Each Proposed Nominee, the nominating shareholder's notice must include:
(1) The name, age, business address, and residence address of each nominee proposed by the shareholder;
(2) The principal occupation or employment of each nominee;
(3) The class and number of shares of capital stock of the Company that are beneficially owned, directly or indirectly, by each nominee;
(4) A description of all arrangements or understandings between the nominating shareholder and each nominee, and any other person or persons (naming such person or persons), pursuant to which the nominations are being made;
(5) Any other information relating to each nominee that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (including such nominee's written consent to being named in the Company's proxy statement as a nominee and to serving as a director if elected); and
(6) A completed and signed questionnaire, representation, and agreement in the form provided by the Corporate Secretary of the Company upon written request, covering the nominee's background, qualifications, and independence.
As to the Nominating Shareholder and Any Associated Person, the notice must include:
(1) The name and address of the nominating shareholder as they appear on the Company's books, and the name and address of any beneficial owner on whose behalf the nomination is being made;
(2) The class and number of shares of capital stock of the Company that are beneficially owned, directly or indirectly, by such shareholder and by any such beneficial owner;
(3) A representation that the shareholder is a holder of record of shares of the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to make the nomination specified in the notice;
(4) A description of any agreement, arrangement, or understanding (including any derivative or short position, profit interest, option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company, or any hedging, swap, or other transaction or series of transactions that has the purpose or effect of increasing or decreasing the voting power or economic interest of such shareholder or beneficial owner with respect to any class or series of shares of the Company) to which such shareholder or beneficial owner is a party, or of which such shareholder or beneficial owner has knowledge, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder or beneficial owner with respect to shares of the Company; and
(5) A representation as to whether the shareholder or beneficial owner, if any, intends or is part of a group that intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company's outstanding capital stock required to elect the nominee(s) or (b) otherwise to solicit proxies from shareholders in support of such nomination(s).
Annotation: The requirement for disclosure of derivative positions, swaps, hedges, short interests, and other economic arrangements relating to Company shares (Section 2.10(b)(iv) as described above) is a modernized advance notice provision consistent with best practices that have been widely adopted by public companies in the wake of increased activist investor activity. This provision ensures that the Company and its shareholders have visibility into the full economic interest — and potential conflicts of interest — of any nominating shareholder.
With respect to Corvus Peak, its amended Schedule 13D (filed with the Securities and Exchange Commission on February 26, 2024) disclosed beneficial ownership of approximately 35,896,200 shares of the Company's ordinary shares, representing approximately 8.7% of the Company's 412,600,000 shares outstanding as of the filing date, at an average cost basis of $20.97 per share. The Schedule 13D also disclosed certain swap and option positions held by Corvus Peak and its affiliated entities. The nomination notice submitted by Corvus Peak on March 1, 2024 should have been cross-referenced against the Schedule 13D disclosures for consistency and completeness, particularly with respect to derivative and hedging positions. This cross-referencing is being conducted by the working team in coordination with Nadine Khalil, General Counsel and Corporate Secretary, and the results are reflected in the Advance Notice Compliance Memo referenced above.
D. Special Meeting Nominations
Article II, Section 2.11 of the Bylaws addresses advance notice requirements for the nomination of directors at special meetings of shareholders called for the purpose of electing directors. If a special meeting of shareholders is called for the purpose of electing one or more directors to the Board, the Bylaws provide a separate notice window keyed to the date of mailing of the notice of such special meeting. Specifically, a shareholder who is a holder of record at the time of the giving of such notice and who is entitled to vote at the special meeting may nominate a person or persons for election to such directorship(s) by delivering written notice to the Corporate Secretary of the Company at the Company's principal executive offices not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of (x) the 90th day prior to such special meeting or (y) the 10th day following the date on which public announcement of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting is first made.
The substantive information requirements applicable to nomination notices for special meetings mirror those applicable to annual meeting nominations as described in Section II.C above.
Annotation: This provision is not currently triggered, as no special meeting of shareholders has been called or is currently anticipated. It is included here for completeness. As discussed in Section VI.B below, only the Board of Directors, the Chair of the Board, or the Chief Executive Officer may call a special meeting; shareholders do not have the independent right to call a special meeting under the Bylaws. This limits Corvus Peak's ability to force a shareholder vote outside the regular annual meeting cycle.
E. Defective Nominations
Article II, Section 2.10(d) of the Bylaws provides that the chairman of any meeting of shareholders shall have the power and the duty to determine whether a nomination was made in accordance with the procedures set forth in the Bylaws. If the chairman determines that a nomination was not made in compliance with the applicable procedures, the chairman shall so declare at the meeting and such defective nomination shall be disregarded. No votes cast for a nominee whose nomination has been declared defective shall be counted.
This provision vests sole procedural gatekeeping authority in the chairman of the meeting. The Bylaws do not provide for an appeal or review mechanism within the meeting itself; however, the chairman's determination is, of course, subject to judicial review in the Court of Chancery of the State of Delaware (see Section VII below regarding the exclusive forum provision).
Annotation: The current Non-Executive Chair of the Board is Dame Elspeth Greenvale, who will preside over the 2024 Annual General Meeting in her capacity as chairman of the meeting unless the Board designates another person to preside. The authority vested in the chairman to rule nominations out of order is a significant procedural tool, but its exercise must be consistent with the fiduciary duties of the Board under Delaware law.
Importantly, the Delaware courts have held that actions taken by a board of directors for the primary purpose of impeding the exercise of the shareholder franchise are subject to enhanced judicial scrutiny. Under the framework established in Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), and its progeny, a board action taken for the primary purpose of thwarting shareholder action must be justified by a "compelling justification." Even under the less exacting Unocal standard, board conduct that has the effect of impeding the shareholder franchise is subjected to heightened scrutiny.
In the present context, Corvus Peak's March 1, 2024 nomination appears procedurally timely, as it was delivered within the February 10 – March 11, 2024 advance notice window. Accordingly, any attempt to disqualify the Corvus Peak nominees at the meeting would need to be grounded in a substantive deficiency in the nomination notice — for example, a failure to provide all required information or a material misstatement in the nomination notice — rather than untimeliness. An arbitrary or pretextual rejection of a facially compliant nomination could expose the Board and Dame Elspeth Greenvale personally to significant litigation risk. Calderwood & Harkness recommends that any determination regarding the compliance of the Corvus Peak nomination be made on a fully documented basis, with the involvement of counsel, and that the reasoning for any such determination be set forth in writing prior to the meeting.
III. Voting Standards for the Election of Directors
A. Majority Voting in Uncontested Elections
Article II, Section 2.09(a) of the Bylaws provides that in an uncontested election of directors — that is, an election in which the number of nominees does not exceed the number of directorships to be filled at such election — each director shall be elected by the affirmative vote of a majority of the votes cast with respect to that director's election at a meeting of shareholders at which a quorum is present.
For purposes of this provision, a "majority of the votes cast" means that the number of shares voted "for" a director's election must exceed the number of shares voted "against" that director's election. Abstentions and broker non-votes are expressly excluded from the calculation and are not counted as votes cast for or against any director. This majority voting standard applies only in uncontested elections and is designed to ensure that directors who stand for election without opposition enjoy the affirmative support of a majority of the shareholders who cast votes.
B. Plurality Standard in Contested Elections
Article II, Section 2.09(b) of the Bylaws provides that in a contested election of directors — that is, an election in which the number of nominees exceeds the number of directorships to be filled at such election — directors shall be elected by a plurality of the votes cast at a meeting of shareholders at which a quorum is present. Under the plurality standard, the nominees receiving the greatest number of "for" votes, up to the number of seats to be filled, are elected, regardless of whether any individual nominee receives a majority of the votes cast. Abstentions and broker non-votes are similarly excluded from the calculation under the plurality standard.
The determination of whether an election is contested or uncontested is made by the Corporate Secretary of the Company as of the last date on which shareholders may submit nominations under Article II, Section 2.10 of the Bylaws (i.e., the close of the advance notice window). If the number of nominees as of that date exceeds the number of seats to be filled, the election is deemed contested and the plurality standard applies.
Annotation — Triggered Status: Corvus Peak's nomination of three director candidates — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — for the 2024 Annual General Meeting, combined with the Company's own nominee slate (expected to include candidates for all seats on the Board), means that the total number of nominees will exceed the number of available directorships. Accordingly, the plurality voting standard is triggered for the 2024 director election pursuant to Article II, Section 2.09(b).
The implications of the plurality standard in a contested election are significant and generally considered more favorable to activist challengers than the majority standard applicable in uncontested elections. Under plurality voting, the nominees receiving the highest number of "for" votes are elected; there is no requirement that any nominee receive a majority. This eliminates the possibility of a "withhold" or "vote no" campaign in which an activist could block a management nominee by encouraging shareholders to vote against that nominee without offering an alternative. Instead, what matters under the plurality standard is the relative vote tallies among competing nominees. The practical effect is that Corvus Peak's nominees need not secure the support of a majority of shareholders; they need only garner more votes than the management nominees with the lowest vote totals in order to displace them.
For the Company's proxy solicitation strategy, this means that the contest will turn on the relative attractiveness of the competing slates and the effectiveness of each side's proxy solicitation efforts. Calderwood & Harkness will work with the Company's proxy solicitor, its communications advisors, and the Special Committee to develop an appropriate response strategy.
C. Resignation Policy / Holdover Directors
Article II, Section 2.09(c) of the Bylaws includes a director resignation policy that is applicable in uncontested elections. Under this provision, any incumbent director who is a nominee in an uncontested election and who does not receive a majority of the votes cast with respect to his or her election must promptly tender his or her resignation to the Board of Directors for consideration. The Nominating and Corporate Governance Committee is then required to make a recommendation to the Board as to whether to accept or reject the resignation, and the Board must act on the resignation within 90 days following certification of the election results. The Board is required to promptly disclose its decision and, if the Board rejects the resignation, the rationale for doing so, in a filing with the Securities and Exchange Commission.
This resignation policy ensures accountability in uncontested elections by giving shareholders a meaningful voice in the retention or replacement of directors who fail to secure majority support. However, the resignation policy does not apply in contested elections governed by the plurality standard.
Annotation: Because the 2024 director election is a contested election, the resignation policy set forth in Article II, Section 2.09(c) is not applicable. Directors elected by plurality at the 2024 AGM will serve until the next annual meeting of shareholders and until their respective successors shall have been duly elected and qualified, or until their earlier resignation, removal, or death. This is consistent with the DGCL's "holdover" doctrine, under which a director continues to serve beyond the expiration of his or her term until a successor is elected and qualified. See DGCL § 141(b).
D. Board Declassification
The Bylaws reflect the declassification of the Board of Directors, which was approved by shareholders at the 2021 Annual General Meeting. Following the completion of the declassification phase-in period, all directors are now elected annually for one-year terms. The Board is no longer divided into classes with staggered three-year terms.
Annotation: The declassification of the Board is of considerable practical significance in the current context. In a classified board structure — where directors are divided into three classes serving staggered three-year terms — an activist investor typically must win proxy contests at a minimum of two consecutive annual meetings in order to gain majority representation on the board. This is because only approximately one-third of the board stands for election in any given year. A classified board thus serves as a potent structural defense against hostile takeover attempts and activist campaigns, as it significantly increases the time and expense required to achieve board control.
With a fully declassified board, by contrast, all directors stand for election at each annual meeting. This means that Corvus Peak could, in theory, contest all seats at a single annual meeting and, if successful in obtaining sufficient shareholder support, gain a majority or even full control of the Board in a single vote. While Corvus Peak has currently nominated only three candidates — suggesting a "short slate" strategy aimed at gaining a minority presence on the Board rather than full control — the declassified structure preserves the option for Corvus Peak to expand its slate in a future year (or even at this year's meeting, subject to the advance notice deadline) if its initial campaign proves successful and it chooses to escalate.
The absence of a staggered board defense heightens the importance of the Board's other governance tools and the effectiveness of its shareholder engagement and communication strategy.
IV. Board of Directors — Size, Vacancies, and Removal
A. Board Size
Article III, Section 3.01 of the Bylaws provides that the number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution adopted by a majority of the entire Board of Directors. The Bylaws do not set a minimum or maximum number of directors (beyond those that may be required under the DGCL, which provides for a minimum of one director). The number of directors may be increased or decreased at any time by resolution of the Board.
Annotation: The current Board consists of ten (10) authorized directorships, of which nine (9) are currently occupied following the resignation of Marcus Vane as CEO and director, effective March 8, 2024. The Vane vacancy has not been filled as of the date of this memorandum.
The Board's exclusive authority to fix its own size is an important governance power with both defensive and operational implications. From a defensive standpoint, the ability to expand or contract the number of board seats gives the Board flexibility to add new directors or to reduce the size of the board to eliminate vacant seats. In the context of an activist campaign, an enlargement of the board for the primary purpose of diluting an activist's proportional representation — for example, by adding additional management-friendly directors to the Board prior to a shareholder vote — would be subject to enhanced judicial scrutiny under Blasius Industries, Inc. v. Atlas Corp. and its progeny. The Delaware Court of Chancery has consistently held that board actions taken for the primary purpose of interfering with the shareholder franchise must be justified by a "compelling justification," a standard that is extremely difficult to satisfy. The Board should therefore exercise extreme caution before considering any change to board size in the current environment, and should consult with Calderwood & Harkness before taking any such action.
B. Vacancies
Article III, Section 3.02 of the Bylaws provides that vacancies on the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, even though less than a quorum, or by a sole remaining director. This is consistent with DGCL § 223(a)(1), which authorizes the board of directors of a Delaware corporation to fill vacancies.
A director elected by the Board to fill a vacancy shall hold office until the next annual meeting of shareholders and until such director's successor shall have been duly elected and qualified, or until such director's earlier resignation, removal, or death. Because the Board is fully declassified, a director appointed to fill a vacancy serves only until the next annual meeting, at which point the seat is subject to election by the shareholders.
Annotation: The vacancy created by Marcus Vane's resignation on March 8, 2024 has not been filled as of the date of this memorandum. The Board has the legal authority under the Bylaws and the DGCL to appoint a replacement director to serve until the 2024 Annual General Meeting.
However, filling this vacancy in the current environment raises significant governance and litigation risk considerations. If the Board were to appoint a new director — particularly one perceived as management-friendly or aligned with the incumbent slate — in advance of the contested 2024 AGM, such action could be characterized by Corvus Peak as an entrenchment tactic designed to increase the size of the incumbent slate and dilute the impact of the activist's nominees. Such an action would likely be challenged in the Court of Chancery under enhanced scrutiny standards.
Calderwood & Harkness recommends that the Board not fill the Vane vacancy prior to the 2024 AGM unless there is a compelling governance rationale unrelated to the proxy contest — for example, if the Board determines that the vacancy impairs its ability to satisfy regulatory requirements or to maintain adequate oversight of the Company's operations. Any decision to fill the vacancy should be made on a fully documented basis, with contemporaneous evidence of the business rationale and the independence and qualifications of the selected candidate.
C. Removal
Article III, Section 3.03 of the Bylaws provides that any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class.
This provision is consistent with DGCL § 141(k), which provides that any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. The "without cause" removal standard is available because the Board is fully declassified; under the DGCL, directors of a corporation with a classified board may only be removed for cause unless the certificate of incorporation provides otherwise. See DGCL § 141(k)(1).
Annotation: The "without cause" removal provision is a standard feature of the bylaws of a Delaware corporation with a declassified board and does not present a distinctive defensive advantage for the Board in the current context. Corvus Peak is seeking to elect its nominees through the regular annual election process rather than pursuing a removal action. A removal action — which would require a shareholder vote at a meeting called for that purpose — would present significant logistical challenges and would not be a practical strategy for Corvus Peak given the availability of the 2024 AGM as a forum for contesting board seats. Nonetheless, the removal provision is noted here for the Board's awareness, as it underscores the accountability framework applicable to a fully declassified board.
V. Committees of the Board
A. Authority to Establish Committees
Article IV, Section 4.01 of the Bylaws provides that the Board of Directors may, by resolution adopted by a majority of the entire Board, designate one or more committees of the Board, each consisting of one or more directors of the Company. Each such committee shall have and may exercise such powers and authority of the Board of Directors as shall be set forth in the resolution establishing such committee or in any subsequent resolution of the Board amending or supplementing the authority of such committee, subject to the limitations of DGCL § 141(c).
Under DGCL § 141(c)(2), a committee of the Board may not exercise the power of the Board with respect to certain enumerated matters, including: (i) approving or adopting, or recommending to the shareholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to shareholders for approval; (ii) adopting, amending, or repealing any bylaw of the corporation; or (iii) declaring dividends or authorizing the issuance of stock (except to the extent expressly authorized by the Board in the resolution establishing the committee or by a subsequent resolution).
Annotation: This is the authority under which the Board of Directors, by resolution adopted on March 18, 2024, formed the Special Committee (the "Special Committee") consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn. The Special Committee has been charged with overseeing the CEO succession process and coordinating the Board's response to the Corvus Peak activist campaign. A separate Special Committee charter was adopted contemporaneously with the resolution establishing the Special Committee and sets forth the scope of the Special Committee's authority, its reporting obligations, and its right to retain independent advisors.
The formation of the Special Committee is consistent with Delaware law best practices for governance in contested situations. By delegating the day-to-day management of the CEO search and activist response to a committee of independent, disinterested directors, the Board can demonstrate that its actions are the product of informed, deliberate decision-making and are not tainted by self-interest or improper motivations.
B. Committee Composition Requirements
Article IV, Section 4.02 of the Bylaws provides that each committee of the Board must consist of one or more directors of the Company. The Bylaws do not impose additional independence or qualification requirements for committee membership beyond those mandated by the DGCL and applicable stock exchange listing standards.
Annotation: While the Bylaws themselves do not require committee members to be independent, the NYSE Listed Company Manual imposes specific independence requirements for certain standing committees. In particular, NYSE Rule 303A.06 requires that the Audit Committee be composed entirely of independent directors; NYSE Rule 303A.05 requires that the Compensation Committee be composed entirely of independent directors; and NYSE Rule 303A.04 requires that the Nominating/Corporate Governance Committee be composed entirely of independent directors.
The Special Committee established on March 18, 2024 for the CEO succession and activist response is not a standing committee governed by the NYSE listing rules. Nevertheless, best practices strongly favor composing a special committee of this nature entirely of independent, disinterested directors in order to insulate the committee's work product and recommendations from claims of self-dealing or entrenchment. All three members of the Special Committee — Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — are independent non-executive directors who satisfy the independence requirements of the NYSE listing standards and who do not have any material relationships with Corvus Peak or its nominees that would impair their disinterestedness.
C. Committee Reporting
Article IV, Section 4.03 of the Bylaws provides that each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. This provision ensures that the full Board maintains oversight of committee activities and that a contemporaneous record of committee deliberations is created and preserved.
Annotation: Calderwood & Harkness recommends that the Special Committee maintain detailed minutes of all meetings and that such minutes be reviewed by counsel before finalization. Careful minute-taking is essential both as a matter of good governance and as a litigation protection measure, as the minutes may be subject to production in any future § 220 books-and-records inspection or in litigation challenging the Board's conduct during the CEO succession process or proxy contest.
D. Standing Committees
The Bylaws reference the following standing committees of the Board of Directors: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each standing committee operates pursuant to a written charter adopted by the Board, which sets forth the committee's composition, authority, responsibilities, and reporting obligations. The charters are publicly available on the Company's investor relations website and are filed as exhibits to the Company's annual proxy statement.
Annotation: The Nominating and Corporate Governance Committee (the "NCGC") has a particularly important role in the current engagement. It is the NCGC that retained Hargrove Tate Partners LLC on March 15, 2024 as the executive search firm for the CEO succession process. The engagement letter with Hargrove Tate Partners provides for a flat fee of $750,000 plus reasonable out-of-pocket expenses, payable in three installments of $250,000 each (the first installment upon execution of the engagement letter, the second upon presentation of an initial candidate slate, and the third upon acceptance of an offer by a candidate). As of the date of this memorandum, only the first installment of $250,000 has been paid.
The NCGC is also the committee responsible for evaluating and recommending director candidates to the full Board, including candidates proposed by shareholders. The interaction between the NCGC's nomination evaluation process and the advance notice bylaw framework is addressed in greater detail in the Advance Notice Compliance Memo referenced in Section II.B above.
VI. Meetings of Shareholders
A. Annual Meeting
Article II, Section 2.01 of the Bylaws provides that an annual meeting of shareholders shall be held on such date, at such time, and at such place (if any), within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. The Board may, in its sole discretion, determine that a meeting of shareholders shall be held solely by means of remote communication in accordance with DGCL § 211(a)(2).
Annotation: The 2023 Annual General Meeting was held on June 9, 2023 at the Company's offices in New York, New York. The 2024 AGM is expected to be scheduled on or around the anniversary date of June 9, 2024. The Board has not yet formally set the date, time, or location of the 2024 AGM, though preliminary planning is underway. The record date for the 2024 AGM has also not yet been fixed. Calderwood & Harkness recommends that the Board set the date and record date for the 2024 AGM promptly, and that the Company begin preparing its preliminary proxy materials in consultation with counsel.
B. Special Meetings
Article II, Section 2.03 of the Bylaws provides that special meetings of shareholders may be called only by the Board of Directors, the Chair of the Board, or the Chief Executive Officer. The Bylaws expressly provide that shareholders of the Company do not have the right to call a special meeting of shareholders.
Annotation: This provision is a meaningful defensive feature of the Company's governance structure. By limiting the right to call a special meeting to the Board, the Chair, and the CEO, the Bylaws prevent Corvus Peak (or any other shareholder, regardless of stake size) from forcing a special meeting of shareholders outside the regular annual meeting cycle. This restriction means that Corvus Peak's only avenue for seeking board representation through the shareholder vote is the 2024 Annual General Meeting (or, if it were to choose to wait, a future annual meeting). Corvus Peak cannot unilaterally accelerate the timeline by calling a special meeting to hold a director election or to transact other business.
It should be noted that certain jurisdictions require or permit shareholders holding a specified percentage of shares to call special meetings. Delaware law does not grant shareholders this right unless the certificate of incorporation or bylaws provide for it; AGMG's Certificate of Incorporation does not confer such a right. Accordingly, the limitation in the Bylaws is fully enforceable.
C. Quorum
Article II, Section 2.06 of the Bylaws provides that the holders of a majority of the shares of capital stock issued and outstanding and entitled to vote at any meeting of shareholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business at such meeting. Once a quorum is established, it is not broken by the subsequent withdrawal of shareholders sufficient to leave less than a quorum. If a quorum is not present at any meeting, the chairman of the meeting or the holders of a majority of the shares present may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum is present.
Annotation: With 412,600,000 shares of ordinary stock outstanding as of the most recent record date, a quorum for the 2024 AGM requires the presence, in person or by proxy, of holders of at least 206,300,001 shares. Given the concentrated institutional ownership of AGMG's shares — including Corvus Peak Capital Partners LP at approximately 8.7% (approximately 35,896,200 shares), Thorne Capital Management at approximately 6.3% (approximately 25,993,800 shares), Ridgeway Asset Management at approximately 5.1% (approximately 21,042,600 shares), Windermere Pension Trust at approximately 4.4% (approximately 18,154,400 shares), and management and board insiders collectively holding approximately 3.2% (approximately 13,203,200 shares) — together with the broad base of retail and other institutional shareholders, a quorum is virtually certain to be achieved at the 2024 AGM.
The quorum requirement is not expected to present any strategic issue for either side in the proxy contest. Both the Company's proxy solicitor and Corvus Peak's solicitor will be working to ensure maximum shareholder participation.
D. Record Date
Article II, Section 2.07 of the Bylaws provides that the Board of Directors shall fix a record date for each meeting of shareholders, which date shall be not more than 60 days nor less than 10 days before the date of the meeting. Only shareholders of record as of the close of business on the record date shall be entitled to notice of, and to vote at, the meeting. If the Board does not fix a record date, the record date shall be the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held.
The record date is a critical determination in any proxy contest, as it fixes the universe of shareholders entitled to vote. Shareholders who acquire shares after the record date are not entitled to vote at the meeting (though they may seek to obtain proxies from record holders). Conversely, shareholders who sell their shares after the record date retain the right to vote at the meeting with respect to those shares (assuming the beneficial owner was the record holder as of the record date).
E. Conduct of Meetings
Article II, Section 2.08 of the Bylaws provides that the chairman of each meeting of shareholders shall determine the rules of order and procedure to be followed at the meeting, including the order of business, the manner in which votes are to be cast, and the resolution of procedural disputes. The chairman shall have the authority to convene, recess, and adjourn the meeting and to make all determinations with respect to the conduct of the meeting that the chairman deems necessary or appropriate for the orderly conduct of business.
Annotation: Dame Elspeth Greenvale, in her capacity as Non-Executive Chair of the Board, will preside over the 2024 Annual General Meeting as chairman of the meeting. Her authority to determine procedural matters is broad and includes the power to rule on the validity of nominations (as discussed in Section II.E above), the order in which items of business are considered, and the resolution of any disputes that may arise during the meeting. However, this authority is not unlimited. The chairman's conduct of the meeting must be consistent with the Bylaws, the Certificate of Incorporation, the DGCL, and the fiduciary duties owed by directors to the Company and its shareholders. Any procedural ruling that could be perceived as favoring the incumbent slate over the Corvus Peak nominees — for example, an unreasonable refusal to permit discussion of a Corvus Peak proposal or a procedurally irregular determination regarding the validity of proxies — could become the basis for a post-meeting challenge in the Court of Chancery.
Calderwood & Harkness will work with Dame Elspeth Greenvale and the Corporate Secretary to prepare a meeting script and procedural guidelines for the 2024 AGM that are designed to ensure that the meeting is conducted fairly, transparently, and in compliance with all applicable legal requirements.
VII. Exclusive Forum Selection
A. Section 11.1 — Court of Chancery of Delaware
Article XI, Section 11.1 of the Bylaws contains an exclusive forum selection provision designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for the adjudication of certain categories of intra-corporate disputes. Specifically, Section 11.1 provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court also lacks subject matter jurisdiction, the United States District Court for the District of Delaware) shall be the sole and exclusive forum for:
(i) any derivative action or proceeding brought on behalf of the Company;
(ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or other employee of the Company to the Company or the Company's shareholders;
(iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation, or the Bylaws (as either may be amended from time to time);
(iv) any action to interpret, apply, enforce, or determine the validity of the Certificate of Incorporation or the Bylaws; or
(v) any action asserting a claim governed by the internal affairs doctrine.
Section 11.1 further provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and to have consented to this provision.
Annotation: This is a standard Delaware exclusive forum selection bylaw that has become widely adopted among Delaware corporations, particularly in the aftermath of the Delaware Supreme Court's decision in Salzberg v. Sciabacucchi, 227 A.3d 102 (Del. 2020). In Salzberg, the Court upheld the enforceability of a federal forum provision in a certificate of incorporation requiring that Securities Act of 1933 claims be brought exclusively in federal court. While Salzberg addressed a certificate of incorporation rather than a bylaw, the decision confirmed the broader principle that forum selection provisions adopted in accordance with the DGCL are enforceable as a matter of Delaware law, and it has been widely understood to validate the enforceability of forum selection bylaws as well.
The exclusive forum provision is directly relevant to the current engagement in several respects:
(a) Challenges to Board Defensive Measures. Any challenge by Corvus Peak (or any other shareholder) to the Board's actions in connection with the CEO succession process, the activist response, or any perceived defensive measures would need to be brought in the Court of Chancery. The Court of Chancery is the court with the deepest expertise in Delaware corporate law and is generally regarded as a highly sophisticated forum for the adjudication of complex governance disputes.
(b) DGCL § 220 Books-and-Records Demand. Corvus Peak served a books-and-records demand under DGCL § 220 on March 22, 2024, seeking access to certain materials related to the CEO search committee and the Board's deliberations regarding the activist campaign. If the parties are unable to resolve the § 220 demand consensually and Corvus Peak elects to bring a summary proceeding to enforce its inspection rights, such proceeding would be filed in the Court of Chancery pursuant to the exclusive forum provision.
(c) Post-Election Challenges. In the event of a contested vote at the 2024 AGM, any post-election challenge to the validity of the meeting, the conduct of the chairman, the counting of proxies, or the election results would likewise be heard in the Court of Chancery.
The channeling of these disputes to the Court of Chancery provides a degree of predictability and consistency for both the Company and Corvus Peak, and reduces the risk of duplicative or inconsistent litigation in multiple forums.
B. Securities Act Claims
Article XI, Section 11.2 of the Bylaws includes a separate federal forum provision specifying that, unless the Company consents in writing to the selection of an alternative forum, the United States District Courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 (the "Securities Act").
Annotation: This provision reflects the holding in Salzberg v. Sciabacucchi and is intended to prevent the filing of Securities Act class actions in state court, where defendants may face procedural disadvantages relative to federal court. The provision is not directly implicated by the current engagement, as the activist campaign and CEO succession process do not, at present, give rise to Securities Act claims.
It should be noted, however, that claims arising under the Securities Exchange Act of 1934 (the "Exchange Act") — including Section 14(a) proxy fraud claims — are not subject to this exclusive forum provision. Exchange Act claims are subject to exclusive federal jurisdiction under 15 U.S.C. § 78aa, and may be brought in any federal district court with proper venue and jurisdiction regardless of the Bylaws' forum selection provisions. In the context of a contested proxy solicitation, Exchange Act Section 14(a) claims alleging material misstatements or omissions in proxy materials are a potential risk for both sides. This risk is addressed separately in Calderwood & Harkness's proxy solicitation advice memorandum.
VIII. Indemnification and Advancement of Expenses
A. Mandatory Indemnification
Article VIII, Section 8.01 of the Bylaws provides that the Company shall indemnify, to the fullest extent permitted by the DGCL (as it now exists or may hereafter be amended, but only to the extent that such amendment permits the Company to provide broader indemnification rights than were permitted prior thereto), any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding.
The indemnification obligation extends to all Proceedings, whether initiated by third parties or by the Company itself, and applies regardless of whether the indemnified person is successful on the merits or otherwise in the defense of such Proceeding. The only limitation is that, in an action by or in the right of the Company (i.e., a derivative action), indemnification shall not be made with respect to any claim, issue, or matter as to which the person has been adjudged to be liable to the Company unless, and only to the extent that, the Court of Chancery or the court in which such action was brought shall determine upon application that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnification for such expenses as the court deems proper. This is consistent with the limitation set forth in DGCL § 145(b).
Annotation: This is a "maximum indemnification" provision that confers the broadest possible indemnification rights available under Delaware law. The use of the "to the fullest extent permitted" formulation is critical because it ensures that the indemnification rights automatically expand if the DGCL is amended in the future to permit broader indemnification, without requiring a corresponding amendment to the Bylaws. Conversely, the savings clause ("but only to the extent that such amendment permits the Company to provide broader indemnification rights than were permitted prior thereto") ensures that the provision will not be construed to narrow indemnification rights in the event of a restrictive amendment to the DGCL.
This provision is of critical importance in the current environment. Incumbent directors who are involved in a contested proxy campaign are exposed to litigation risk — including potential claims of breach of fiduciary duty, improper defensive conduct, or entrenchment. The mandatory indemnification provision ensures that these directors can fulfill their oversight responsibilities without personal financial exposure, subject to the statutory limitations described above. Equally important, directors who do not stand for re-election at the 2024 AGM, or who stand for re-election but are not re-elected, will continue to be entitled to indemnification under this provision for all actions taken during their tenure as directors. The indemnification obligation survives the director's departure from the Board.
This provision operates in conjunction with the Company's directors' and officers' liability insurance policy maintained with Helmsley Indemnity Corp. The current policy (Policy No. HIC-DOL-2024-009347) provides coverage limits of $75 million per occurrence and $150 million in the aggregate, with an annual premium of approximately $3.8 million. The policy period runs from January 1, 2024 through December 31, 2024. The D&O policy provides a separate source of recovery for directors and officers and is designed to respond to claims that may not be covered by the Company's indemnification obligation — for example, claims in which the Company is financially unable to indemnify, or claims in which indemnification is not permitted under the DGCL.
B. Advancement of Expenses
Article VIII, Section 8.02 of the Bylaws provides for mandatory advancement of expenses (including attorneys' fees) incurred by any current or former director or officer of the Company in defending any Proceeding covered by the indemnification provision. The Company shall advance such expenses in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such person is not entitled to be indemnified by the Company.
The undertaking requirement is the sole condition to mandatory advancement. The Bylaws do not require the director or officer to demonstrate the merits of the underlying defense, to post a bond, or to satisfy any other condition precedent as a prerequisite to receiving advancement.
Annotation: The mandatory advancement provision is the most protective formulation available under Delaware law and is a critical component of the Company's governance framework. Advancement ensures that current and former directors and officers can obtain reimbursement of legal fees and expenses as they are incurred, rather than having to fund their own defense and seek reimbursement only after the final resolution of the underlying Proceeding — which could be years or even decades after the events in question. Without mandatory advancement, a director facing protracted litigation could be forced to expend substantial personal resources on legal fees, creating a chilling effect on directors' willingness to serve and to exercise their business judgment.
The importance of this provision is heightened by the current governance dynamics. Several incumbent directors may face claims related to their service in the event that the proxy contest results in a change of board composition. In particular, departing directors Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos may be exposed to claims arising from decisions made during their tenure, including decisions related to the CEO succession process, the activist response, and the engagement of advisors. The mandatory advancement provision ensures that these directors will have access to legal counsel without bearing the upfront cost of their defense.
C. Non-Exclusivity
Article VIII, Section 8.03 of the Bylaws expressly provides that the indemnification and advancement provisions of the Bylaws are non-exclusive. They shall not limit any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, insurance policy, vote of shareholders or disinterested directors, provision of law, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.
Annotation: The non-exclusivity provision is important because it preserves the ability of the Company to enter into separate indemnification agreements with individual directors and officers that may provide rights beyond those set forth in the Bylaws. Individual indemnification agreements are recommended as a matter of best practice because they provide a contractual right to indemnification that cannot be unilaterally amended or repealed by the Board (unlike the Bylaws, which can be amended by majority Board action). An individual indemnification agreement provides an additional layer of protection for the director, as it would survive any future amendment to the Bylaws that might narrow indemnification rights.
Calderwood & Harkness recommends that the Board confirm with Nadine Khalil, General Counsel and Corporate Secretary, whether individual indemnification agreements are currently in place for all current directors and officers. If such agreements are not in place, Calderwood & Harkness recommends that they be executed promptly. The execution of individual indemnification agreements in the ordinary course of governance — even during the pendency of a proxy contest — is a routine and defensible action and should not present enhanced scrutiny concerns.
D. Insurance
Article VIII, Section 8.04 of the Bylaws authorizes the Company to maintain

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