1017-00002 · Aurelius Global Media Group · documents

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

INTERNAL MEMORANDUM PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

This memorandum is protected by the attorney-client privilege and the work product doctrine. It has been prepared solely for the internal use of Calderwood & Harkness LLP in connection with the evaluation of potential conflicts of interest relating to the proposed engagement described herein. This memorandum and the information contained herein shall not be disclosed to any person or entity outside the firm without the prior written authorization of the General Counsel's Office.

DATE: March 11, 2024

TO: Nathaniel Bower, Partner, Bankruptcy & Restructuring Group

FROM: Audrey Zhou, Associate, Capital Markets Group

RE: Conflict Check — Proposed Engagement by the Board of Directors of Aurelius Global Media Group PLC (Matter No. 1017-00002)

STATUS: CLEARED — No conflicts identified that would preclude engagement

I. Purpose and Summary

This memorandum documents the results of the firm's conflicts clearance review conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") as independent governance counsel. The purpose of this review is to determine whether any current or former client relationship, personal interest, or other circumstance exists that would create a conflict of interest — actual or potential — that would preclude or condition the Firm's acceptance of the proposed engagement.

The scope of the proposed engagement encompasses advising the Board on two interrelated matters of corporate governance significance: (i) CEO succession planning and process management following the resignation of Marcus Vane, who departed effective March 8, 2024, and (ii) the Board's response to the activist campaign currently being waged by Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership that has accumulated an approximately 8.7% equity stake in the Company and has publicly nominated three candidates for election to the Board. These two matters are closely intertwined, as Corvus Peak's activist campaign has focused in significant part on management performance and the CEO succession question, and the Board's handling of both issues will require coordinated and independent governance advice.

The proposed engagement is expected to commence on or about March 12, 2024, upon execution of the engagement letter that is being finalized concurrently with this memorandum.

The conflicts check was initiated on March 10, 2024, and completed on March 11, 2024. The review was conducted using the Firm's New Matter Intake ("NMI") conflicts database system, which maintains records of all current and former client representations, lateral hire disclosures, and related party information. The database search was supplemented by manual review of publicly available filings (including SEC filings, UK Companies House records, and relevant press coverage) to identify all relevant parties, related entities, key personnel, and potential areas of concern. In addition, the proposed engagement team members were individually consulted to confirm the absence of any personal relationships or financial interests that could give rise to a conflict or an appearance of conflict.

Conclusion: Based on the comprehensive review described in this memorandum, no current or former representations were identified that would create a disqualifying conflict of interest under the New York Rules of Professional Conduct (the "NYRPC" or the "Rules") or the Firm's internal conflicts policies. No ethical screens, consent waivers, or other prophylactic measures are required. The engagement is cleared to proceed.

The proposed engagement team consists of the following individuals:

• Nathaniel Bower, Partner, Bankruptcy & Restructuring Group — Responsible Partner

• Colette Whitman, Partner, Capital Markets Group — Billing Partner

• Audrey Zhou, Associate, Capital Markets Group — Lead Associate

• Brendan Walsh, Associate, Capital Markets Group — Working Associate

Each member of the engagement team has been individually cleared in connection with this conflicts review, as described in further detail in Section IV below.

II. Identification of Parties and Related Entities Searched

The following sections identify each party, entity, and individual included in the conflicts database search and manual review. For each entry, the memorandum provides identifying information sufficient to ensure that the search captured all relevant records within the Firm's systems. A consolidated tabular listing of all parties searched is provided in Appendix A attached hereto.

A. The Client — Aurelius Global Media Group PLC

The proposed client is Aurelius Global Media Group PLC, a diversified global media and entertainment company. The following identifying information was used in the conflicts search:

• Full Legal Name: Aurelius Global Media Group PLC

• Short Names / Aliases Searched: Aurelius; AGMG

• Entity Type: Public limited company incorporated under the laws of the State of Delaware; registered as an overseas company in England and Wales under the Companies Act 2006

• Headquarters: 14 Sceptre Row, London EC2V 7QN, United Kingdom

• Registered Agent in Delaware: Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801

• NYSE Ticker Symbol: AGMG

• LSE Ticker Symbol: AGMG.L

• Delaware File Number: 4827193

• Employer Identification Number (EIN): 26-4831097

• Market Capitalization: Approximately $8.65 billion (£6.82 billion) as of March 1, 2024

• Revenue (FY 2023): $4.37 billion

• EBITDA (FY 2023): $812 million

• Employees: Approximately 23,400 worldwide

AGMG operates across four principal business segments: (i) Streaming & Digital Content, which includes the Company's direct-to-consumer streaming platform, Luminos (launched in 2019); (ii) Live Entertainment & Events; (iii) E-Commerce & Merchandising; and (iv) Advertising & Brand Partnerships. The Company is dual-listed on the New York Stock Exchange and the London Stock Exchange and maintains significant operations in North America, the United Kingdom, and Continental Europe.

B. AGMG Directors, Officers, and Key Personnel

Each current and recently departed member of the AGMG Board of Directors and each executive officer expected to be relevant to the engagement was individually searched in the NMI system. The following individuals were included:

1. Dame Elspeth Greenvale — Independent Non-Executive Chair of the Board, age 67. Dame Elspeth has served as Chair since 2020. She is the former Chief Executive Officer of Halcyon Broadcasting Group plc, a position she held from 2008 to 2018. She currently serves on the boards of two additional public companies and several charitable organizations.

2. Marcus Vane — Former Chief Executive Officer (resigned effective March 8, 2024), age 59. Mr. Vane served as CEO of AGMG from 2017 until his resignation. Although Mr. Vane is no longer an officer or director of the Company, he was searched because his departure is central to the subject matter of the proposed engagement and because residual contractual and governance issues relating to his departure may arise during the course of the representation.

3. Priya Nair-Whitfield — Chief Operating Officer and Executive Director, age 48. Ms. Nair-Whitfield has been designated as Interim CEO effective upon Mr. Vane's departure and will serve in that capacity until a permanent successor is appointed. She has served as COO since 2021.

4. Tobias Kessler — Independent Non-Executive Director, age 63. Mr. Kessler is the retired Managing Partner of Kessler Marsh Advisory LLP, a management consulting firm. He has served on the AGMG Board since 2019 and currently chairs the Audit Committee.

5. Lucinda Farrow-Grant — Independent Non-Executive Director, age 55. Ms. Farrow-Grant is the Chief Executive Officer of Farrow-Grant Ventures Ltd., a private investment and advisory firm. She has served on the AGMG Board since 2020 and chairs the Nomination & Governance Committee.

6. Reginald Osei — Independent Non-Executive Director, age 60. Mr. Osei has served on the AGMG Board since 2018 and chairs the Compensation Committee. He has extensive experience in media and telecommunications.

7. Sofia Delgado-Ríos — Independent Non-Executive Director, age 52. Ms. Delgado-Ríos has served on the AGMG Board since 2021 and serves on the Audit Committee and the Nomination & Governance Committee. She has significant experience in digital media and content distribution.

8. Hugh Pemberton — Non-Executive Director and Co-Founder, age 71. Mr. Pemberton co-founded the predecessor entity to AGMG in 1989 and has served on the Board continuously since the Company's incorporation. He is not classified as independent due to his founding relationship with the Company and his significant equity holdings.

9. Dr. Anwen Llewellyn — Independent Non-Executive Director, age 46. Dr. Llewellyn has served on the AGMG Board since 2022 and serves on the Compensation Committee. She holds a doctorate in organizational behavior and is a recognized expert in corporate governance and leadership transitions.

10. Garrett Voss — Chief Financial Officer and Executive Director, age 51. Mr. Voss has served as CFO since 2019 and as an Executive Director since 2020.

11. Nadine Khalil — General Counsel and Corporate Secretary, age 45. Ms. Khalil has served in her current role since 2020 and is the Firm's primary point of contact at the Company for purposes of this engagement.

C. Corvus Peak Capital Partners LP and Related Entities

Corvus Peak Capital Partners LP is the activist shareholder that has initiated the campaign against AGMG management and the current Board. The following entities and identifying information were searched:

• Corvus Peak Capital Partners LP — Delaware limited partnership; principal office at 590 Lexington Avenue, 34th Floor, New York, New York 10022; EIN: 83-2196504. Corvus Peak is an event-driven and activist hedge fund with assets under management of approximately $7.2 billion.

• Corvus Peak Management LLC — Delaware limited liability company; the general partner of Corvus Peak Capital Partners LP, sharing the same principal office address.

Corvus Peak currently holds approximately 8.7% of AGMG's outstanding common shares, representing approximately 35,896,200 shares out of 412,600,000 shares outstanding. The average cost basis of Corvus Peak's position is approximately $20.97 per share, reflecting a total investment of approximately $752.8 million. Corvus Peak initially filed a Schedule 13D with the U.S. Securities and Exchange Commission on January 18, 2024, disclosing a 6.1% stake, and subsequently filed an amendment to the Schedule 13D on February 26, 2024, disclosing an increased position of 8.7%. The Schedule 13D filings disclose Corvus Peak's intention to seek Board representation and to advocate for changes in the Company's executive leadership, capital allocation strategy, and operational focus.

D. Corvus Peak Key Personnel

The following individuals associated with Corvus Peak were individually searched:

• Damien Solberg — Founding Partner and Chief Investment Officer of Corvus Peak Capital Partners LP, age 53. Mr. Solberg founded Corvus Peak in 2011 and is the principal architect of the activist campaign against AGMG. He is a well-known activist investor who has previously led campaigns at several publicly traded media and technology companies.

• Erin Nakamura — Portfolio Manager at Corvus Peak Capital Partners LP (AGMG Campaign), age 39. Ms. Nakamura is the designated portfolio manager overseeing Corvus Peak's investment in AGMG and is expected to be a principal point of contact for Corvus Peak in connection with the activist campaign.

E. Corvus Peak Board Nominees

Corvus Peak has nominated the following three individuals for election to the AGMG Board at the Company's upcoming annual general meeting. Each nominee was individually searched:

• Malcolm Trask — age 58; former Chief Executive Officer of Archway Digital Holdings Inc. (2010–2019), a digital media company that was acquired by a private equity consortium. Mr. Trask has significant experience in media industry restructuring and digital transformation.

• Vanessa Loring — age 44; currently a Managing Director at Corvus Peak Capital Partners LP. Ms. Loring leads Corvus Peak's governance and engagement activities and has been directly involved in the AGMG campaign. She has prior board experience at two private technology companies.

• Dr. Raymond Chu — age 61; former President of Helix Media Networks Inc. (2006–2016), a cable and satellite television company. Dr. Chu holds a Ph.D. in electrical engineering and has extensive experience in media technology and distribution infrastructure.

F. External CEO Candidate — Jonathan Hale

Although not a party to the proposed engagement, the following individual was searched as a key figure in the underlying matter:

• Jonathan Hale — age 56; former Chairman and Chief Executive Officer of Meridian Studios International Inc. (2014–2022), a motion picture and television production company that was acquired by Zenith Consolidated Entertainment Corp. in 2022 for approximately $3.1 billion. Prior to his tenure at Meridian Studios, Mr. Hale served as President of Broadcast & Cable at Solaris Media Group Inc.

Mr. Hale is widely reported to be the external CEO candidate favored by Corvus Peak. Notably, Mr. Hale and Damien Solberg have a pre-existing professional relationship: both served as co-directors on the board of Keystone Digital Ventures Ltd., a UK-based digital media investment vehicle. This relationship is relevant to the substantive engagement and has been noted for the engagement team's awareness, although it does not create a conflicts issue for the Firm.

G. Corvus Peak's Counsel — Blackthorn Howell & Crane LLP

Corvus Peak is represented in connection with the activist campaign by the following law firm:

• Full Firm Name: Blackthorn Howell & Crane LLP

• Short Name: BHC

• Principal Office: 1301 Avenue of the Americas, New York, New York 10019

• Lead Partner: Dominic Sayer, age 50, Co-Head of BHC's Shareholder Activism & Governance Practice

• Lead Associate: Kathleen Bryce, age 34

BHC represents the adverse party (Corvus Peak) in the matter that is the subject of this proposed engagement. Accordingly, any prior or current C&H representation of BHC, its attorneys, or its clients in connection with related matters was specifically flagged for heightened review. The results of that review are set forth in Section III.C below.

H. AGMG's Standing Outside Counsel — Ashworth Velmoran LLP

AGMG's existing outside counsel is identified below:

• Full Firm Name: Ashworth Velmoran LLP

• Short Name: AK

• Principal Office: One Liberty Plaza, New York, New York 10006

• Lead Partner: Martin Cho, age 57, Head of Public Company Advisory Practice

Ashworth Velmoran has served as AGMG's long-standing outside counsel since 2015, providing general corporate, securities, and transactional advice to Company management. C&H's proposed engagement as independent governance counsel to the Board is being undertaken separately from AK's role as management counsel. The decision to retain separate independent governance counsel was made at the recommendation of the Nomination & Governance Committee, in part because Corvus Peak publicly characterized AK as "management-aligned" in its Schedule 13D amendment and accompanying investor presentation. A coordination protocol between C&H and AK will be established to delineate the respective roles and responsibilities of each firm. This arrangement does not give rise to a conflict, as discussed further in Section III.D below.

I. Other Related Entities Searched

The following additional entities and individuals were searched as part of the comprehensive conflicts review. These parties include corporate service providers, affiliated entities of key individuals, advisors retained or anticipated to be retained by the parties, and significant institutional shareholders:

• Pinnacle Corporate Services Inc. — AGMG's Delaware registered agent; 1209 Orange Street, Wilmington, Delaware 19801.

• Halcyon Broadcasting Group plc — former employer of Dame Elspeth Greenvale (Chair of the Board); UK public company.

• Kessler Marsh Advisory LLP — former firm of Tobias Kessler (AGMG Independent Non-Executive Director).

• Farrow-Grant Ventures Ltd. — company of Lucinda Farrow-Grant (AGMG Independent Non-Executive Director).

• Archway Digital Holdings Inc. — former company of Malcolm Trask (Corvus Peak Board nominee).

• Helix Media Networks Inc. — former company of Dr. Raymond Chu (Corvus Peak Board nominee).

• Meridian Studios International Inc. — former company of Jonathan Hale; now a subsidiary of Zenith Consolidated Entertainment Corp.

• Zenith Consolidated Entertainment Corp. — acquirer of Meridian Studios in a $3.1 billion transaction completed in 2022.

• Solaris Media Group Inc. — former employer of Jonathan Hale.

• Keystone Digital Ventures Ltd. — UK-based entity on whose board both Jonathan Hale and Damien Solberg served as co-directors.

• Citrine Advisory Group Inc. — AGMG's proxy solicitor; 110 Wall Street, Suite 2200, New York, New York 10005; lead contact: Sandra Eriksson.

• Falconer Strauss LLC — Corvus Peak's proxy solicitor; 375 Park Avenue, Suite 3500, New York, New York 10152; lead contact: Derek Huang.

• Hargrove Tate Partners LLC — executive search firm retained by the Nomination & Governance Committee in connection with the CEO succession process; 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116; lead partner: Christine Aldridge.

• Brackenridge Howard Associates Inc. — compensation consultant advising the Board; 300 North LaSalle Street, Suite 4100, Chicago, Illinois 60654; lead consultant: Miriam Estabrook.

• Glenmore & Partners LLP — AGMG's independent auditor since 2019; 30 Rockefeller Plaza, New York, New York 10112; engagement partner: Keith Redmond.

• Stonebridge Crane & Co. — investment bank that the Board anticipates may be engaged as a financial advisor in connection with the activist defense and/or strategic review, although such engagement has not yet been authorized as of the date of this memorandum; 383 Madison Avenue, New York, New York 10179; lead banker: Anil Kapoor-Mehta. This entity was searched on a prophylactic basis in anticipation of a potential future engagement.

• Atlas Shareholder Services Inc. — AGMG's transfer agent; 6201 15th Avenue, Brooklyn, New York 11219.

• Helmsley Indemnity Corp. — AGMG's directors' and officers' liability insurer; One Beacon Street, Boston, Massachusetts 02108; Policy No. HIC-DOL-2024-009347.

In addition, the following key institutional shareholders of AGMG were searched as a precautionary measure given their significant holdings and the possibility that the Firm may encounter them in the course of shareholder engagement efforts:

• Thorne Capital Management LP — Oliver Thorne, Portfolio Manager; holds approximately 6.3% of AGMG outstanding common shares.

• Ridgeway Asset Management Ltd. — Fiona Ashcroft, Head of Governance; holds approximately 5.1% of AGMG outstanding common shares.

• Windermere Pension Trust — Bernard Napier, Chief Investment Officer; holds approximately 4.4% of AGMG outstanding common shares.

III. Conflicts Database Search Results

This section sets forth the results of the conflicts database search and manual review for each category of parties identified in Section II above. The search was conducted using the Firm's NMI conflicts database system, which maintains comprehensive records of all current and former client representations (including matters opened and closed within the past ten years), lateral hire disclosures, and prior conflicts clearance determinations. All searches were performed using full legal names, short names, aliases, and known alternative spellings. The search period covered all available records in the NMI system.

A. Aurelius Global Media Group PLC and AGMG-Related Entities

No current or prior representations of Aurelius Global Media Group PLC, or any subsidiary, affiliate, or predecessor entity of AGMG, were identified in the Firm's conflicts database. The Firm has not previously been engaged by AGMG in any capacity, and AGMG has not previously appeared as an adverse party in any matter handled by the Firm.

No prior engagements by or against any current or former AGMG director or officer — including Dame Elspeth Greenvale, Marcus Vane, Priya Nair-Whitfield, Tobias Kessler, Lucinda Farrow-Grant, Reginald Osei, Sofia Delgado-Ríos, Hugh Pemberton, Dr. Anwen Llewellyn, Garrett Voss, and Nadine Khalil — were identified in the Firm's conflicts database, whether in their individual capacities or in their capacities as officers, directors, or partners of their respective affiliated entities.

No prior matters involving Pinnacle Corporate Services Inc. in connection with AGMG or any AGMG-related entity were identified.

Flagged Item — Halcyon Broadcasting Group plc: The conflicts database returned one historical matter involving Halcyon Broadcasting Group plc, Dame Elspeth Greenvale's former employer. Specifically, in 2018, the Firm's London-affiliated office provided limited regulatory filing assistance to Halcyon Broadcasting Group plc in connection with a routine Ofcom license renewal application (C&H Matter No. 1017-00002). The matter was a discrete, low-value engagement that was opened in June 2018 and closed in September 2018. The matter involved no adversarial proceedings, no litigation, and no contentious regulatory action. The engagement was staffed by a different practice group (the London Regulatory & Communications Group) and did not involve any member of the currently proposed engagement team. The subject matter of the prior Halcyon engagement — a routine broadcasting license renewal — bears no substantive relationship to the proposed AGMG engagement, and no confidential information obtained in connection with the Halcyon matter could be relevant to the current engagement. Dame Elspeth Greenvale departed Halcyon in 2018 and has had no affiliation with Halcyon since that time. Accordingly, this historical matter does not create a conflict of interest, whether actual or potential, under Rule 1.7 or Rule 1.9 of the NYRPC. No screen or waiver is required. The item has been flagged in the NMI system as "Flagged for Review — Cleared."

B. Corvus Peak Capital Partners LP and Related Entities

No current or prior representations of Corvus Peak Capital Partners LP or Corvus Peak Management LLC were identified in the Firm's conflicts database. The Firm has not previously been engaged by either entity in any capacity, and neither entity has appeared as an adverse party, interested party, or other participant in any matter handled by the Firm.

No prior representations of Damien Solberg or Erin Nakamura were identified, whether in their individual capacities or in connection with any entity with which they are affiliated.

No prior representations of any Corvus Peak Board nominee — Malcolm Trask, Vanessa Loring, or Dr. Raymond Chu — were identified. Ms. Loring is a current Managing Director at Corvus Peak Capital Partners LP; she has not been a client of C&H in any capacity. No representations of Archway Digital Holdings Inc. (Mr. Trask's former company) or Helix Media Networks Inc. (Dr. Chu's former company) were identified in the Firm's conflicts database.

C. Blackthorn Howell & Crane LLP

No current matters were identified in which Calderwood & Harkness and Blackthorn Howell & Crane LLP serve as co-counsel, and no current matters were identified in which the two firms are adverse to one another.

No prior representations of BHC or any of its partners or associates — including Dominic Sayer (Co-Head of Shareholder Activism & Governance Practice) and Kathleen Bryce (Lead Associate) — were identified in the Firm's conflicts database. BHC has not been a client of C&H, and no C&H attorney has previously been employed by BHC.

BHC will serve as adversary counsel to C&H's client (the AGMG Board) in connection with the Corvus Peak activist campaign, as BHC represents Corvus Peak in that matter. The absence of any prior or current attorney-client relationship or co-counsel arrangement between C&H and BHC means that there is no impediment to the Firm's proceeding with the proposed engagement adverse to BHC's client.

D. Ashworth Velmoran LLP

No current or prior representations of Ashworth Velmoran LLP or any of its partners or associates — including Martin Cho (Head of Public Company Advisory Practice) — were identified in the Firm's conflicts database. AK has not been a client of C&H, and no C&H attorney has previously been employed by AK.

As noted in Section II.H above, AK serves as AGMG's standing management-side outside counsel and has done so since 2015. C&H's engagement is specifically as independent governance counsel to the Board, a role that is distinct from AK's management-side advisory function. The retention of C&H as independent governance counsel was motivated by the Board's desire to ensure that its governance and activist defense advice was provided by counsel who could not be characterized as "management-aligned." The two firms will operate under a coordination protocol to be established upon commencement of the engagement, which will delineate the respective roles and responsibilities of each firm and establish information-sharing and privilege protocols. This arrangement does not give rise to a conflict of interest under the NYRPC, as C&H and AK will be representing the same ultimate client (the Company) in complementary — not adverse — capacities.

E. Jonathan Hale and Related Entities

No prior representations of Jonathan Hale were identified in the Firm's conflicts database, whether in his individual capacity or in connection with his roles at Meridian Studios International Inc., Solaris Media Group Inc., or Keystone Digital Ventures Ltd.

No representations of Meridian Studios International Inc., Zenith Consolidated Entertainment Corp. (the acquirer of Meridian Studios), Solaris Media Group Inc., or Keystone Digital Ventures Ltd. were identified.

The engagement team has noted, as a factual matter relevant to the substantive representation, the pre-existing professional relationship between Jonathan Hale and Damien Solberg (Corvus Peak's Founding Partner and CIO), who served together as co-directors on the board of Keystone Digital Ventures Ltd. This relationship is relevant to the Board's assessment of Mr. Hale's candidacy and independence but does not create a conflicts issue for the Firm.

F. Other Advisors and Service Providers

The following advisors and service providers were searched, and no conflicts were identified with respect to any of them:

• Citrine Advisory Group Inc. (AGMG's proxy solicitor) and Sandra Eriksson (lead contact): No conflicts identified.

• Falconer Strauss LLC (Corvus Peak's proxy solicitor) and Derek Huang (lead contact): No conflicts identified.

• Hargrove Tate Partners LLC (executive search firm retained by the Nomination & Governance Committee) and Christine Aldridge (lead partner): No conflicts identified.

• Brackenridge Howard Associates Inc. (compensation consultant) and Miriam Estabrook (lead consultant): No conflicts identified.

• Glenmore & Partners LLP (AGMG's independent auditor) and Keith Redmond (engagement partner): No conflicts identified.

• Stonebridge Crane & Co. (anticipated but not yet retained financial advisor) and Anil Kapoor-Mehta (lead banker): No conflicts identified. This search was conducted on a prophylactic basis; should Stonebridge be formally engaged, the conflicts check should be confirmed at that time.

• Atlas Shareholder Services Inc. (AGMG's transfer agent): No conflicts identified.

• Helmsley Indemnity Corp. (AGMG's D&O insurer; Policy No. HIC-DOL-2024-009347): No conflicts identified.

G. Institutional Shareholders

The following key institutional shareholders of AGMG were searched as a precautionary measure:

• Thorne Capital Management LP (approximately 6.3% of AGMG outstanding common shares) and Oliver Thorne (Portfolio Manager): No conflicts identified.

• Ridgeway Asset Management Ltd. (approximately 5.1% of AGMG outstanding common shares) and Fiona Ashcroft (Head of Governance): No conflicts identified.

• Windermere Pension Trust (approximately 4.4% of AGMG outstanding common shares) and Bernard Napier (Chief Investment Officer): No conflicts identified.

These shareholders are not parties to the proposed engagement, and C&H does not anticipate having direct substantive interaction with them in the ordinary course of the representation. However, they were searched as a precautionary measure given their significant holdings in AGMG and the possibility that the Firm may encounter them in connection with proxy solicitation activities, shareholder engagement efforts, or other matters that may arise during the course of the engagement. The absence of any existing client relationship with these shareholders is noted for completeness.

IV. Lateral Hire and Personnel Check

In addition to the entity and individual searches described above, the Firm conducted a personnel-level conflicts review for each member of the proposed engagement team. This review encompassed (i) a review of each team member's prior employment history to identify any previous affiliation with any party, law firm, or advisor identified in Section II above; (ii) a review of each team member's personal financial interests to identify any direct stock ownership or other financial interest in AGMG, Corvus Peak Capital Partners LP, or any related entity; and (iii) a review of each team member's standard personal conflicts disclosure forms on file with the General Counsel's Office.

The results of the personnel check are as follows:

Nathaniel Bower, Partner, Bankruptcy & Restructuring Group (Responsible Partner): Mr. Bower has no prior professional relationship with AGMG, any AGMG director or officer, Corvus Peak, any Corvus Peak principal or nominee, or any other party identified in this memorandum. Mr. Bower has not previously been employed at Blackthorn Howell & Crane LLP, Ashworth Velmoran LLP, or any other law firm or advisory firm involved in this matter. Mr. Bower has no direct stock ownership or other personal financial interest in AGMG or Corvus Peak Capital Partners LP. His personal conflicts disclosure form, last updated January 15, 2024, has been reviewed and confirms no relevant conflicts.

Colette Whitman, Partner, Capital Markets Group (Billing Partner): Ms. Whitman has no prior professional relationship with any party identified in this memorandum. She has not previously been employed at BHC, AK, or any other firm involved in this matter. Ms. Whitman has no direct stock ownership or other personal financial interest in AGMG or Corvus Peak. Her personal conflicts disclosure form, last updated February 1, 2024, has been reviewed and confirms no relevant conflicts.

Audrey Zhou, Associate, Capital Markets Group (Lead Associate): Ms. Zhou has no prior professional relationship with any party identified in this memorandum. She has not previously been employed at BHC, AK, or any other firm involved in this matter. Prior to joining C&H, Ms. Zhou was employed at Whitfield & Crane LLP, a firm with no involvement in this matter. Ms. Zhou has no direct stock ownership or other personal financial interest in AGMG or Corvus Peak. Her personal conflicts disclosure form, last updated January 22, 2024, has been reviewed and confirms no relevant conflicts.

Brendan Walsh, Associate, Capital Markets Group (Working Associate): Mr. Walsh has no prior professional relationship with any party identified in this memorandum. He has not previously been employed at BHC, AK, or any other firm involved in this matter. Mr. Walsh joined C&H directly from law school and has no prior law firm affiliations. Mr. Walsh has no direct stock ownership or other personal financial interest in AGMG or Corvus Peak. His personal conflicts disclosure form, last updated December 11, 2023, has been reviewed and confirms no relevant conflicts.

In summary, no member of the proposed engagement team has any prior professional relationship with the client, the activist, or any related party that would create a conflict of interest or an appearance of a conflict of interest. No member of the team has prior employment at BHC, AK, or any other firm involved in the matter. No personal financial interests exist among the team members that would be relevant to this engagement.

V. Ethical Screens and Waivers

Based on the results of the conflicts review described in Sections III and IV above, no ethical screens or waivers are required in connection with this engagement.

The one historical matter identified in the Firm's conflicts database — the 2018 regulatory filing assistance provided to Halcyon Broadcasting Group plc, the former employer of Dame Elspeth Greenvale — does not require the implementation of an ethical screen or the procurement of a conflict waiver. This conclusion is based on the following factors:

(a) The Halcyon matter was entirely unrelated in subject matter to the proposed AGMG engagement. The Halcyon matter involved a routine Ofcom broadcasting license renewal, whereas the proposed engagement concerns CEO succession planning and activist shareholder defense for a different company in which Dame Elspeth serves as Independent Non-Executive Chair.

(b) The Halcyon matter was closed in September 2018, more than five years prior to the proposed engagement, and there is no ongoing attorney-client relationship between C&H and Halcyon Broadcasting Group plc.

(c) No confidential information obtained in connection with the Halcyon matter is relevant to the proposed AGMG engagement. The Halcyon matter involved technical regulatory filings specific to UK broadcasting regulation and contained no information pertaining to AGMG, Dame Elspeth Greenvale's personal affairs, or any aspect of the current activist campaign or CEO succession process.

(d) No member of the currently proposed engagement team worked on the Halcyon matter. The Halcyon matter was staffed by the London Regulatory & Communications Group, and no attorney from that group is part of the proposed AGMG engagement team.

Given these circumstances, the prior Halcyon matter does not implicate Rule 1.9 of the NYRPC (duties to former clients) because the matters are not "substantially related" within the meaning of that rule, and no risk exists that confidential information from the former representation could be used to the disadvantage of the former client (or, for that matter, any party in the current matter).

No advance waiver of future conflicts is being requested from the client at this time. Should circumstances change — for example, should the engagement expand in scope to encompass litigation against Corvus Peak or a change-of-control transaction involving entities with which the Firm has existing relationships — the question of advance waivers should be revisited.

VI. Governing Ethical Rules

The conflicts analysis set forth in this memorandum was conducted under the following ethical rules and policies:

New York Rules of Professional Conduct. As Calderwood & Harkness LLP is a limited liability partnership organized under the laws of the State of New York with its principal office in New York, the Firm is subject to the New York Rules of Professional Conduct as adopted by the Appellate Division of the Supreme Court of the State of New York. The following rules are directly applicable to the conflicts analysis:

• Rule 1.7 (Conflict of Interest: Current Clients): Rule 1.7(a) prohibits a lawyer from representing a client if a reasonable lawyer would conclude that (1) the representation will involve the lawyer in representing differing interests, or (2) there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. No such concurrent conflict has been identified.

• Rule 1.9 (Duties to Former Clients): Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent confirmed in writing. The only prior representation identified (the Halcyon Broadcasting matter) is not substantially related to the proposed engagement, as discussed in Section V above.

• Rule 1.10 (Imputation of Conflicts of Interest): Rule 1.10(a) provides that, while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so under Rules 1.7 or 1.9. Because no individual conflict has been identified under Rules 1.7 or 1.9, there is no conflict to impute under Rule 1.10.

Calderwood & Harkness Internal New Business Acceptance Policies. The proposed engagement was also reviewed under the Firm's internal New Business Acceptance policies, which in certain respects impose standards that are more stringent than those required under the NYRPC. These policies require, among other things, that (i) all proposed new matters be submitted through the NMI system for conflicts clearance before an engagement letter is executed, (ii) the proposed engagement team be reviewed for personal conflicts and prior affiliations, and (iii) any flagged items be resolved and documented before the matter is opened. These requirements have been fully satisfied.

Jurisdictional Considerations. Because AGMG is incorporated in Delaware and maintains its principal executive offices in London, the proposed engagement may also implicate the professional conduct rules of the State of Delaware (the Delaware Lawyers' Rules of Professional Conduct) and the professional conduct rules applicable in England and Wales (the Solicitors Regulation Authority Standards and Regulations). However, because Calderwood & Harkness is a New York limited liability partnership, the engagement will be conducted from the Firm's New York office, and the Firm is registered to practice law in New York, the New York Rules of Professional Conduct are the primary governing rules for purposes of this conflicts analysis. No material conflict between the applicable New York rules and the potentially applicable Delaware or English rules has been identified with respect to the matters addressed in this memorandum.

VII. Conclusion and Clearance

Based on the comprehensive conflicts clearance review documented in this memorandum, the proposed engagement of Calderwood & Harkness LLP by the Board of Directors of Aurelius Global Media Group PLC as independent governance counsel in connection with the CEO succession process and the response to the activist campaign by Corvus Peak Capital Partners LP (Matter No. 1017-00002) is CLEARED from a conflicts perspective.

No current or former client relationships, personal interests, financial interests, or other circumstances were identified that would create a disqualifying conflict of interest under the New York Rules of Professional Conduct (Rules 1.7, 1.9, or 1.10) or the Firm's internal New Business Acceptance policies. The one historical matter identified in the conflicts database (the 2018 Halcyon Broadcasting Group plc regulatory filing assistance) was reviewed and determined not to create an actual or potential conflict, and no ethical screen, consent waiver, or other prophylactic measure is required.

The engagement may proceed subject to the execution of the engagement letter by the authorized representative of the AGMG Board and the Firm's Responsible Partner.

Important Note Regarding Scope Expansion: If the scope of the engagement expands materially beyond the current parameters — including, but not limited to, expansion to encompass (i) affirmative litigation against Corvus Peak Capital Partners LP or any of its affiliates, nominees, or agents; (ii) a change-of-control transaction, merger, sale, or other strategic transaction involving AGMG; (iii) representation of individual directors in their personal capacities (as distinct from the Board in its collective capacity); or (iv) any regulatory proceeding, investigation, or enforcement action — a supplemental conflicts check should be conducted promptly and documented in a supplemental memorandum. The NMI system should be updated to reflect any expansion of the matter scope, and the Firm's Conflicts Coordinator should be notified.

VIII. Signature / Review Block

Prepared by:

________________________________________

Audrey Zhou Associate, Capital Markets Group Calderwood & Harkness LLP

Date: March 11, 2024

Reviewed and Approved by:

________________________________________

Nathaniel Bower Partner, Bankruptcy & Restructuring Group Calderwood & Harkness LLP

Date: March 11, 2024

Conflicts Coordinator Confirmation:

________________________________________

Patricia Langford Senior Conflicts Coordinator, General Counsel's Office Calderwood & Harkness LLP

Date: March 11, 2024

Internal Distribution:

• Engagement File — Matter No. 1017-00002

• General Counsel's Office (Firm)

APPENDIX A: Complete Entity and Individual Search List

The following table consolidates all entities and individuals searched in connection with the conflicts clearance review for Matter No. 1017-00002. Each entry is identified by name, role or relationship to the proposed engagement, the date on which the search was conducted, the search result, and any relevant notes.

Total Entities and Individuals Searched: 56

Results Summary: 55 entries — No Conflict; 1 entry — Flagged for Review — Cleared (Halcyon Broadcasting Group plc; see Section III.A of this memorandum for discussion).

Overall Determination: CLEARED — No conflicts identified that would preclude engagement.

— End of Memorandum —

Name	Role / Relationship	Search Date	Result	Notes
Aurelius Global Media Group PLC	Proposed Client	March 10, 2024	No Conflict	—
Dame Elspeth Greenvale	AGMG Independent Non-Executive Chair	March 10, 2024	No Conflict	See Halcyon entry below
Marcus Vane	AGMG Former CEO	March 10, 2024	No Conflict	Resigned eff. March 8, 2024
Priya Nair-Whitfield	AGMG COO / Interim CEO	March 10, 2024	No Conflict	—
Tobias Kessler	AGMG Independent Non-Executive Director	March 10, 2024	No Conflict	—
Lucinda Farrow-Grant	AGMG Independent Non-Executive Director	March 10, 2024	No Conflict	—
Reginald Osei	AGMG Independent Non-Executive Director	March 10, 2024	No Conflict	—
Sofia Delgado-Ríos	AGMG Independent Non-Executive Director	March 10, 2024	No Conflict	—
Hugh Pemberton	AGMG Non-Executive Director / Co-Founder	March 10, 2024	No Conflict	—
Dr. Anwen Llewellyn	AGMG Independent Non-Executive Director	March 10, 2024	No Conflict	—
Garrett Voss	AGMG CFO / Executive Director	March 10, 2024	No Conflict	—
Nadine Khalil	AGMG General Counsel / Corporate Secretary	March 10, 2024	No Conflict	—
Corvus Peak Capital Partners LP	Activist Shareholder (Adverse)	March 10, 2024	No Conflict	—
Corvus Peak Management LLC	General Partner of Corvus Peak	March 10, 2024	No Conflict	—
Damien Solberg	Corvus Peak Founding Partner & CIO	March 10, 2024	No Conflict	—
Erin Nakamura	Corvus Peak Portfolio Manager	March 10, 2024	No Conflict	—
Malcolm Trask	Corvus Peak Board Nominee	March 10, 2024	No Conflict	—
Vanessa Loring	Corvus Peak Board Nominee / MD at Corvus Peak	March 10, 2024	No Conflict	—
Dr. Raymond Chu	Corvus Peak Board Nominee	March 10, 2024	No Conflict	—
Jonathan Hale	External CEO Candidate	March 10, 2024	No Conflict	Known assoc. of Solberg
Blackthorn Howell & Crane LLP	Corvus Peak's Counsel (Adverse)	March 10, 2024	No Conflict	—
Dominic Sayer	BHC Lead Partner	March 10, 2024	No Conflict	—
Kathleen Bryce	BHC Lead Associate	March 10, 2024	No Conflict	—
Ashworth Velmoran LLP	AGMG Standing Outside Counsel	March 10, 2024	No Conflict	Role delineation protocol

Martin Cho	AK Lead Partner	March 10, 2024	No Conflict	—
Pinnacle Corporate Services Inc.	AGMG Delaware Registered Agent	March 10, 2024	No Conflict	—
Halcyon Broadcasting Group plc	Former Employer of Dame Greenvale	March 10, 2024	Flagged for Review — Cleared	2018 matter; unrelated; closed; see § III.A
Kessler Marsh Advisory LLP	Former Firm of Tobias Kessler	March 10, 2024	No Conflict	—
Farrow-Grant Ventures Ltd.	Company of Lucinda Farrow-Grant	March 10, 2024	No Conflict	—
Archway Digital Holdings Inc.	Former Company of Malcolm Trask	March 10, 2024	No Conflict	—
Helix Media Networks Inc.	Former Company of Dr. Raymond Chu	March 10, 2024	No Conflict	—
Meridian Studios International Inc.	Former Company of Jonathan Hale	March 11, 2024	No Conflict	Now subsidiary of Zenith
Zenith Consolidated Entertainment Corp.	Acquirer of Meridian Studios	March 11, 2024	No Conflict	—
Solaris Media Group Inc.	Former Employer of Jonathan Hale	March 11, 2024	No Conflict	—
Keystone Digital Ventures Ltd.	Entity — Hale / Solberg Co-Directors	March 11, 2024	No Conflict	—
Citrine Advisory Group Inc.	AGMG Proxy Solicitor	March 11, 2024	No Conflict	—
Sandra Eriksson	Citrine Lead Contact	March 11, 2024	No Conflict	—
Falconer Strauss LLC	Corvus Peak Proxy Solicitor	March 11, 2024	No Conflict	—
Derek Huang	Falconer Strauss Lead Contact	March 11, 2024	No Conflict	—
Hargrove Tate Partners LLC	Executive Search Firm (N&G Committee)	March 11, 2024	No Conflict	—
Christine Aldridge	Hargrove Tate Lead Partner	March 11, 2024	No Conflict	—
Brackenridge Howard Associates Inc.	Compensation Consultant	March 11, 2024	No Conflict	—
Miriam Estabrook	Brackenridge Howard Lead Consultant	March 11, 2024	No Conflict	—
Glenmore & Partners LLP	AGMG Independent Auditor	March 11, 2024	No Conflict	—
Keith Redmond	Glenmore Engagement Partner	March 11, 2024	No Conflict	—
Stonebridge Crane & Co.	Anticipated Financial Advisor (Not Yet Retained)	March 11, 2024	No Conflict	Prophylactic search
Anil Kapoor-Mehta	Stonebridge Lead Banker	March 11, 2024	No Conflict	Prophylactic search
Atlas Shareholder Services Inc.	AGMG Transfer Agent	March 11, 2024	No Conflict	—
Helmsley Indemnity Corp.	AGMG D&O Insurer	March 11, 2024	No Conflict	Policy No. HIC-DOL-2024-009347

CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, New York 10019
INTERNAL MEMORANDUM PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum is protected by the attorney-client privilege and the work product doctrine. It has been prepared solely for the internal use of Calderwood & Harkness LLP in connection with the evaluation of potential conflicts of interest relating to the proposed engagement described herein. This memorandum and the information contained herein shall not be disclosed to any person or entity outside the firm without the prior written authorization of the General Counsel's Office.
DATE: March 11, 2024
TO: Nathaniel Bower, Partner, Bankruptcy & Restructuring Group
FROM: Audrey Zhou, Associate, Capital Markets Group
RE: Conflict Check — Proposed Engagement by the Board of Directors of Aurelius Global Media Group PLC (Matter No. 1017-00002)
STATUS: CLEARED — No conflicts identified that would preclude engagement
I. Purpose and Summary
This memorandum documents the results of the firm's conflicts clearance review conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") as independent governance counsel. The purpose of this review is to determine whether any current or former client relationship, personal interest, or other circumstance exists that would create a conflict of interest — actual or potential — that would preclude or condition the Firm's acceptance of the proposed engagement.
The scope of the proposed engagement encompasses advising the Board on two interrelated matters of corporate governance significance: (i) CEO succession planning and process management following the resignation of Marcus Vane, who departed effective March 8, 2024, and (ii) the Board's response to the activist campaign currently being waged by Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership that has accumulated an approximately 8.7% equity stake in the Company and has publicly nominated three candidates for election to the Board. These two matters are closely intertwined, as Corvus Peak's activist campaign has focused in significant part on management performance and the CEO succession question, and the Board's handling of both issues will require coordinated and independent governance advice.
The proposed engagement is expected to commence on or about March 12, 2024, upon execution of the engagement letter that is being finalized concurrently with this memorandum.
The conflicts check was initiated on March 10, 2024, and completed on March 11, 2024. The review was conducted using the Firm's New Matter Intake ("NMI") conflicts database system, which maintains records of all current and former client representations, lateral hire disclosures, and related party information. The database search was supplemented by manual review of publicly available filings (including SEC filings, UK Companies House records, and relevant press coverage) to identify all relevant parties, related entities, key personnel, and potential areas of concern. In addition, the proposed engagement team members were individually consulted to confirm the absence of any personal relationships or financial interests that could give rise to a conflict or an appearance of conflict.
Conclusion: Based on the comprehensive review described in this memorandum, no current or former representations were identified that would create a disqualifying conflict of interest under the New York Rules of Professional Conduct (the "NYRPC" or the "Rules") or the Firm's internal conflicts policies. No ethical screens, consent waivers, or other prophylactic measures are required. The engagement is cleared to proceed.
The proposed engagement team consists of the following individuals:
•  Nathaniel Bower, Partner, Bankruptcy & Restructuring Group — Responsible Partner
•  Colette Whitman, Partner, Capital Markets Group — Billing Partner
•  Audrey Zhou, Associate, Capital Markets Group — Lead Associate
•  Brendan Walsh, Associate, Capital Markets Group — Working Associate
Each member of the engagement team has been individually cleared in connection with this conflicts review, as described in further detail in Section IV below.
II. Identification of Parties and Related Entities Searched
The following sections identify each party, entity, and individual included in the conflicts database search and manual review. For each entry, the memorandum provides identifying information sufficient to ensure that the search captured all relevant records within the Firm's systems. A consolidated tabular listing of all parties searched is provided in Appendix A attached hereto.
A. The Client — Aurelius Global Media Group PLC
The proposed client is Aurelius Global Media Group PLC, a diversified global media and entertainment company. The following identifying information was used in the conflicts search:
•  Full Legal Name: Aurelius Global Media Group PLC
•  Short Names / Aliases Searched: Aurelius; AGMG
•  Entity Type: Public limited company incorporated under the laws of the State of Delaware; registered as an overseas company in England and Wales under the Companies Act 2006
•  Headquarters: 14 Sceptre Row, London EC2V 7QN, United Kingdom
•  Registered Agent in Delaware: Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801
•  NYSE Ticker Symbol: AGMG
•  LSE Ticker Symbol: AGMG.L
•  Delaware File Number: 4827193
•  Employer Identification Number (EIN): 26-4831097
•  Market Capitalization: Approximately $8.65 billion (£6.82 billion) as of March 1, 2024
•  Revenue (FY 2023): $4.37 billion
•  EBITDA (FY 2023): $812 million
•  Employees: Approximately 23,400 worldwide
AGMG operates across four principal business segments: (i) Streaming & Digital Content, which includes the Company's direct-to-consumer streaming platform, Luminos (launched in 2019); (ii) Live Entertainment & Events; (iii) E-Commerce & Merchandising; and (iv) Advertising & Brand Partnerships. The Company is dual-listed on the New York Stock Exchange and the London Stock Exchange and maintains significant operations in North America, the United Kingdom, and Continental Europe.
B. AGMG Directors, Officers, and Key Personnel
Each current and recently departed member of the AGMG Board of Directors and each executive officer expected to be relevant to the engagement was individually searched in the NMI system. The following individuals were included:
1.  Dame Elspeth Greenvale — Independent Non-Executive Chair of the Board, age 67. Dame Elspeth has served as Chair since 2020. She is the former Chief Executive Officer of Halcyon Broadcasting Group plc, a position she held from 2008 to 2018. She currently serves on the boards of two additional public companies and several charitable organizations.
2.  Marcus Vane — Former Chief Executive Officer (resigned effective March 8, 2024), age 59. Mr. Vane served as CEO of AGMG from 2017 until his resignation. Although Mr. Vane is no longer an officer or director of the Company, he was searched because his departure is central to the subject matter of the proposed engagement and because residual contractual and governance issues relating to his departure may arise during the course of the representation.
3.  Priya Nair-Whitfield — Chief Operating Officer and Executive Director, age 48. Ms. Nair-Whitfield has been designated as Interim CEO effective upon Mr. Vane's departure and will serve in that capacity until a permanent successor is appointed. She has served as COO since 2021.
4.  Tobias Kessler — Independent Non-Executive Director, age 63. Mr. Kessler is the retired Managing Partner of Kessler Marsh Advisory LLP, a management consulting firm. He has served on the AGMG Board since 2019 and currently chairs the Audit Committee.
5.  Lucinda Farrow-Grant — Independent Non-Executive Director, age 55. Ms. Farrow-Grant is the Chief Executive Officer of Farrow-Grant Ventures Ltd., a private investment and advisory firm. She has served on the AGMG Board since 2020 and chairs the Nomination & Governance Committee.
6.  Reginald Osei — Independent Non-Executive Director, age 60. Mr. Osei has served on the AGMG Board since 2018 and chairs the Compensation Committee. He has extensive experience in media and telecommunications.
7.  Sofia Delgado-Ríos — Independent Non-Executive Director, age 52. Ms. Delgado-Ríos has served on the AGMG Board since 2021 and serves on the Audit Committee and the Nomination & Governance Committee. She has significant experience in digital media and content distribution.
8.  Hugh Pemberton — Non-Executive Director and Co-Founder, age 71. Mr. Pemberton co-founded the predecessor entity to AGMG in 1989 and has served on the Board continuously since the Company's incorporation. He is not classified as independent due to his founding relationship with the Company and his significant equity holdings.
9.  Dr. Anwen Llewellyn — Independent Non-Executive Director, age 46. Dr. Llewellyn has served on the AGMG Board since 2022 and serves on the Compensation Committee. She holds a doctorate in organizational behavior and is a recognized expert in corporate governance and leadership transitions.
10.  Garrett Voss — Chief Financial Officer and Executive Director, age 51. Mr. Voss has served as CFO since 2019 and as an Executive Director since 2020.
11.  Nadine Khalil — General Counsel and Corporate Secretary, age 45. Ms. Khalil has served in her current role since 2020 and is the Firm's primary point of contact at the Company for purposes of this engagement.
C. Corvus Peak Capital Partners LP and Related Entities
Corvus Peak Capital Partners LP is the activist shareholder that has initiated the campaign against AGMG management and the current Board. The following entities and identifying information were searched:
•  Corvus Peak Capital Partners LP — Delaware limited partnership; principal office at 590 Lexington Avenue, 34th Floor, New York, New York 10022; EIN: 83-2196504. Corvus Peak is an event-driven and activist hedge fund with assets under management of approximately $7.2 billion.
•  Corvus Peak Management LLC — Delaware limited liability company; the general partner of Corvus Peak Capital Partners LP, sharing the same principal office address.
Corvus Peak currently holds approximately 8.7% of AGMG's outstanding common shares, representing approximately 35,896,200 shares out of 412,600,000 shares outstanding. The average cost basis of Corvus Peak's position is approximately $20.97 per share, reflecting a total investment of approximately $752.8 million. Corvus Peak initially filed a Schedule 13D with the U.S. Securities and Exchange Commission on January 18, 2024, disclosing a 6.1% stake, and subsequently filed an amendment to the Schedule 13D on February 26, 2024, disclosing an increased position of 8.7%. The Schedule 13D filings disclose Corvus Peak's intention to seek Board representation and to advocate for changes in the Company's executive leadership, capital allocation strategy, and operational focus.
D. Corvus Peak Key Personnel
The following individuals associated with Corvus Peak were individually searched:
•  Damien Solberg — Founding Partner and Chief Investment Officer of Corvus Peak Capital Partners LP, age 53. Mr. Solberg founded Corvus Peak in 2011 and is the principal architect of the activist campaign against AGMG. He is a well-known activist investor who has previously led campaigns at several publicly traded media and technology companies.
•  Erin Nakamura — Portfolio Manager at Corvus Peak Capital Partners LP (AGMG Campaign), age 39. Ms. Nakamura is the designated portfolio manager overseeing Corvus Peak's investment in AGMG and is expected to be a principal point of contact for Corvus Peak in connection with the activist campaign.
E. Corvus Peak Board Nominees
Corvus Peak has nominated the following three individuals for election to the AGMG Board at the Company's upcoming annual general meeting. Each nominee was individually searched:
•  Malcolm Trask — age 58; former Chief Executive Officer of Archway Digital Holdings Inc. (2010–2019), a digital media company that was acquired by a private equity consortium. Mr. Trask has significant experience in media industry restructuring and digital transformation.
•  Vanessa Loring — age 44; currently a Managing Director at Corvus Peak Capital Partners LP. Ms. Loring leads Corvus Peak's governance and engagement activities and has been directly involved in the AGMG campaign. She has prior board experience at two private technology companies.
•  Dr. Raymond Chu — age 61; former President of Helix Media Networks Inc. (2006–2016), a cable and satellite television company. Dr. Chu holds a Ph.D. in electrical engineering and has extensive experience in media technology and distribution infrastructure.
F. External CEO Candidate — Jonathan Hale
Although not a party to the proposed engagement, the following individual was searched as a key figure in the underlying matter:
•  Jonathan Hale — age 56; former Chairman and Chief Executive Officer of Meridian Studios International Inc. (2014–2022), a motion picture and television production company that was acquired by Zenith Consolidated Entertainment Corp. in 2022 for approximately $3.1 billion. Prior to his tenure at Meridian Studios, Mr. Hale served as President of Broadcast & Cable at Solaris Media Group Inc.
Mr. Hale is widely reported to be the external CEO candidate favored by Corvus Peak. Notably, Mr. Hale and Damien Solberg have a pre-existing professional relationship: both served as co-directors on the board of Keystone Digital Ventures Ltd., a UK-based digital media investment vehicle. This relationship is relevant to the substantive engagement and has been noted for the engagement team's awareness, although it does not create a conflicts issue for the Firm.
G. Corvus Peak's Counsel — Blackthorn Howell & Crane LLP
Corvus Peak is represented in connection with the activist campaign by the following law firm:
•  Full Firm Name: Blackthorn Howell & Crane LLP
•  Short Name: BHC
•  Principal Office: 1301 Avenue of the Americas, New York, New York 10019
•  Lead Partner: Dominic Sayer, age 50, Co-Head of BHC's Shareholder Activism & Governance Practice
•  Lead Associate: Kathleen Bryce, age 34
BHC represents the adverse party (Corvus Peak) in the matter that is the subject of this proposed engagement. Accordingly, any prior or current C&H representation of BHC, its attorneys, or its clients in connection with related matters was specifically flagged for heightened review. The results of that review are set forth in Section III.C below.
H. AGMG's Standing Outside Counsel — Ashworth Velmoran LLP
AGMG's existing outside counsel is identified below:
•  Full Firm Name: Ashworth Velmoran LLP
•  Short Name: AK
•  Principal Office: One Liberty Plaza, New York, New York 10006
•  Lead Partner: Martin Cho, age 57, Head of Public Company Advisory Practice
Ashworth Velmoran has served as AGMG's long-standing outside counsel since 2015, providing general corporate, securities, and transactional advice to Company management. C&H's proposed engagement as independent governance counsel to the Board is being undertaken separately from AK's role as management counsel. The decision to retain separate independent governance counsel was made at the recommendation of the Nomination & Governance Committee, in part because Corvus Peak publicly characterized AK as "management-aligned" in its Schedule 13D amendment and accompanying investor presentation. A coordination protocol between C&H and AK will be established to delineate the respective roles and responsibilities of each firm. This arrangement does not give rise to a conflict, as discussed further in Section III.D below.
I. Other Related Entities Searched
The following additional entities and individuals were searched as part of the comprehensive conflicts review. These parties include corporate service providers, affiliated entities of key individuals, advisors retained or anticipated to be retained by the parties, and significant institutional shareholders:
•  Pinnacle Corporate Services Inc. — AGMG's Delaware registered agent; 1209 Orange Street, Wilmington, Delaware 19801.
•  Halcyon Broadcasting Group plc — former employer of Dame Elspeth Greenvale (Chair of the Board); UK public company.
•  Kessler Marsh Advisory LLP — former firm of Tobias Kessler (AGMG Independent Non-Executive Director).
•  Farrow-Grant Ventures Ltd. — company of Lucinda Farrow-Grant (AGMG Independent Non-Executive Director).
•  Archway Digital Holdings Inc. — former company of Malcolm Trask (Corvus Peak Board nominee).
•  Helix Media Networks Inc. — former company of Dr. Raymond Chu (Corvus Peak Board nominee).
•  Meridian Studios International Inc. — former company of Jonathan Hale; now a subsidiary of Zenith Consolidated Entertainment Corp.
•  Zenith Consolidated Entertainment Corp. — acquirer of Meridian Studios in a $3.1 billion transaction completed in 2022.
•  Solaris Media Group Inc. — former employer of Jonathan Hale.
•  Keystone Digital Ventures Ltd. — UK-based entity on whose board both Jonathan Hale and Damien Solberg served as co-directors.
•  Citrine Advisory Group Inc. — AGMG's proxy solicitor; 110 Wall Street, Suite 2200, New York, New York 10005; lead contact: Sandra Eriksson.
•  Falconer Strauss LLC — Corvus Peak's proxy solicitor; 375 Park Avenue, Suite 3500, New York, New York 10152; lead contact: Derek Huang.
•  Hargrove Tate Partners LLC — executive search firm retained by the Nomination & Governance Committee in connection with the CEO succession process; 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116; lead partner: Christine Aldridge.
•  Brackenridge Howard Associates Inc. — compensation consultant advising the Board; 300 North LaSalle Street, Suite 4100, Chicago, Illinois 60654; lead consultant: Miriam Estabrook.
•  Glenmore & Partners LLP — AGMG's independent auditor since 2019; 30 Rockefeller Plaza, New York, New York 10112; engagement partner: Keith Redmond.
•  Stonebridge Crane & Co. — investment bank that the Board anticipates may be engaged as a financial advisor in connection with the activist defense and/or strategic review, although such engagement has not yet been authorized as of the date of this memorandum; 383 Madison Avenue, New York, New York 10179; lead banker: Anil Kapoor-Mehta. This entity was searched on a prophylactic basis in anticipation of a potential future engagement.
•  Atlas Shareholder Services Inc. — AGMG's transfer agent; 6201 15th Avenue, Brooklyn, New York 11219.
•  Helmsley Indemnity Corp. — AGMG's directors' and officers' liability insurer; One Beacon Street, Boston, Massachusetts 02108; Policy No. HIC-DOL-2024-009347.
In addition, the following key institutional shareholders of AGMG were searched as a precautionary measure given their significant holdings and the possibility that the Firm may encounter them in the course of shareholder engagement efforts:
•  Thorne Capital Management LP — Oliver Thorne, Portfolio Manager; holds approximately 6.3% of AGMG outstanding common shares.
•  Ridgeway Asset Management Ltd. — Fiona Ashcroft, Head of Governance; holds approximately 5.1% of AGMG outstanding common shares.
•  Windermere Pension Trust — Bernard Napier, Chief Investment Officer; holds approximately 4.4% of AGMG outstanding common shares.
III. Conflicts Database Search Results
This section sets forth the results of the conflicts database search and manual review for each category of parties identified in Section II above. The search was conducted using the Firm's NMI conflicts database system, which maintains comprehensive records of all current and former client representations (including matters opened and closed within the past ten years), lateral hire disclosures, and prior conflicts clearance determinations. All searches were performed using full legal names, short names, aliases, and known alternative spellings. The search period covered all available records in the NMI system.
A. Aurelius Global Media Group PLC and AGMG-Related Entities
No current or prior representations of Aurelius Global Media Group PLC, or any subsidiary, affiliate, or predecessor entity of AGMG, were identified in the Firm's conflicts database. The Firm has not previously been engaged by AGMG in any capacity, and AGMG has not previously appeared as an adverse party in any matter handled by the Firm.
No prior engagements by or against any current or former AGMG director or officer — including Dame Elspeth Greenvale, Marcus Vane, Priya Nair-Whitfield, Tobias Kessler, Lucinda Farrow-Grant, Reginald Osei, Sofia Delgado-Ríos, Hugh Pemberton, Dr. Anwen Llewellyn, Garrett Voss, and Nadine Khalil — were identified in the Firm's conflicts database, whether in their individual capacities or in their capacities as officers, directors, or partners of their respective affiliated entities.
No prior matters involving Pinnacle Corporate Services Inc. in connection with AGMG or any AGMG-related entity were identified.
Flagged Item — Halcyon Broadcasting Group plc: The conflicts database returned one historical matter involving Halcyon Broadcasting Group plc, Dame Elspeth Greenvale's former employer. Specifically, in 2018, the Firm's London-affiliated office provided limited regulatory filing assistance to Halcyon Broadcasting Group plc in connection with a routine Ofcom license renewal application (C&H Matter No. 1017-00002). The matter was a discrete, low-value engagement that was opened in June 2018 and closed in September 2018. The matter involved no adversarial proceedings, no litigation, and no contentious regulatory action. The engagement was staffed by a different practice group (the London Regulatory & Communications Group) and did not involve any member of the currently proposed engagement team. The subject matter of the prior Halcyon engagement — a routine broadcasting license renewal — bears no substantive relationship to the proposed AGMG engagement, and no confidential information obtained in connection with the Halcyon matter could be relevant to the current engagement. Dame Elspeth Greenvale departed Halcyon in 2018 and has had no affiliation with Halcyon since that time. Accordingly, this historical matter does not create a conflict of interest, whether actual or potential, under Rule 1.7 or Rule 1.9 of the NYRPC. No screen or waiver is required. The item has been flagged in the NMI system as "Flagged for Review — Cleared."
B. Corvus Peak Capital Partners LP and Related Entities
No current or prior representations of Corvus Peak Capital Partners LP or Corvus Peak Management LLC were identified in the Firm's conflicts database. The Firm has not previously been engaged by either entity in any capacity, and neither entity has appeared as an adverse party, interested party, or other participant in any matter handled by the Firm.
No prior representations of Damien Solberg or Erin Nakamura were identified, whether in their individual capacities or in connection with any entity with which they are affiliated.
No prior representations of any Corvus Peak Board nominee — Malcolm Trask, Vanessa Loring, or Dr. Raymond Chu — were identified. Ms. Loring is a current Managing Director at Corvus Peak Capital Partners LP; she has not been a client of C&H in any capacity. No representations of Archway Digital Holdings Inc. (Mr. Trask's former company) or Helix Media Networks Inc. (Dr. Chu's former company) were identified in the Firm's conflicts database.
C. Blackthorn Howell & Crane LLP
No current matters were identified in which Calderwood & Harkness and Blackthorn Howell & Crane LLP serve as co-counsel, and no current matters were identified in which the two firms are adverse to one another.
No prior representations of BHC or any of its partners or associates — including Dominic Sayer (Co-Head of Shareholder Activism & Governance Practice) and Kathleen Bryce (Lead Associate) — were identified in the Firm's conflicts database. BHC has not been a client of C&H, and no C&H attorney has previously been employed by BHC.
BHC will serve as adversary counsel to C&H's client (the AGMG Board) in connection with the Corvus Peak activist campaign, as BHC represents Corvus Peak in that matter. The absence of any prior or current attorney-client relationship or co-counsel arrangement between C&H and BHC means that there is no impediment to the Firm's proceeding with the proposed engagement adverse to BHC's client.
D. Ashworth Velmoran LLP
No current or prior representations of Ashworth Velmoran LLP or any of its partners or associates — including Martin Cho (Head of Public Company Advisory Practice) — were identified in the Firm's conflicts database. AK has not been a client of C&H, and no C&H attorney has previously been employed by AK.
As noted in Section II.H above, AK serves as AGMG's standing management-side outside counsel and has done so since 2015. C&H's engagement is specifically as independent governance counsel to the Board, a role that is distinct from AK's management-side advisory function. The retention of C&H as independent governance counsel was motivated by the Board's desire to ensure that its governance and activist defense advice was provided by counsel who could not be characterized as "management-aligned." The two firms will operate under a coordination protocol to be established upon commencement of the engagement, which will delineate the respective roles and responsibilities of each firm and establish information-sharing and privilege protocols. This arrangement does not give rise to a conflict of interest under the NYRPC, as C&H and AK will be representing the same ultimate client (the Company) in complementary — not adverse — capacities.
E. Jonathan Hale and Related Entities
No prior representations of Jonathan Hale were identified in the Firm's conflicts database, whether in his individual capacity or in connection with his roles at Meridian Studios International Inc., Solaris Media Group Inc., or Keystone Digital Ventures Ltd.
No representations of Meridian Studios International Inc., Zenith Consolidated Entertainment Corp. (the acquirer of Meridian Studios), Solaris Media Group Inc., or Keystone Digital Ventures Ltd. were identified.
The engagement team has noted, as a factual matter relevant to the substantive representation, the pre-existing professional relationship between Jonathan Hale and Damien Solberg (Corvus Peak's Founding Partner and CIO), who served together as co-directors on the board of Keystone Digital Ventures Ltd. This relationship is relevant to the Board's assessment of Mr. Hale's candidacy and independence but does not create a conflicts issue for the Firm.
F. Other Advisors and Service Providers
The following advisors and service providers were searched, and no conflicts were identified with respect to any of them:
•  Citrine Advisory Group Inc. (AGMG's proxy solicitor) and Sandra Eriksson (lead contact): No conflicts identified.
•  Falconer Strauss LLC (Corvus Peak's proxy solicitor) and Derek Huang (lead contact): No conflicts identified.
•  Hargrove Tate Partners LLC (executive search firm retained by the Nomination & Governance Committee) and Christine Aldridge (lead partner): No conflicts identified.
•  Brackenridge Howard Associates Inc. (compensation consultant) and Miriam Estabrook (lead consultant): No conflicts identified.
•  Glenmore & Partners LLP (AGMG's independent auditor) and Keith Redmond (engagement partner): No conflicts identified.
•  Stonebridge Crane & Co. (anticipated but not yet retained financial advisor) and Anil Kapoor-Mehta (lead banker): No conflicts identified. This search was conducted on a prophylactic basis; should Stonebridge be formally engaged, the conflicts check should be confirmed at that time.
•  Atlas Shareholder Services Inc. (AGMG's transfer agent): No conflicts identified.
•  Helmsley Indemnity Corp. (AGMG's D&O insurer; Policy No. HIC-DOL-2024-009347): No conflicts identified.
G. Institutional Shareholders
The following key institutional shareholders of AGMG were searched as a precautionary measure:
•  Thorne Capital Management LP (approximately 6.3% of AGMG outstanding common shares) and Oliver Thorne (Portfolio Manager): No conflicts identified.
•  Ridgeway Asset Management Ltd. (approximately 5.1% of AGMG outstanding common shares) and Fiona Ashcroft (Head of Governance): No conflicts identified.
•  Windermere Pension Trust (approximately 4.4% of AGMG outstanding common shares) and Bernard Napier (Chief Investment Officer): No conflicts identified.
These shareholders are not parties to the proposed engagement, and C&H does not anticipate having direct substantive interaction with them in the ordinary course of the representation. However, they were searched as a precautionary measure given their significant holdings in AGMG and the possibility that the Firm may encounter them in connection with proxy solicitation activities, shareholder engagement efforts, or other matters that may arise during the course of the engagement. The absence of any existing client relationship with these shareholders is noted for completeness.
IV. Lateral Hire and Personnel Check
In addition to the entity and individual searches described above, the Firm conducted a personnel-level conflicts review for each member of the proposed engagement team. This review encompassed (i) a review of each team member's prior employment history to identify any previous affiliation with any party, law firm, or advisor identified in Section II above; (ii) a review of each team member's personal financial interests to identify any direct stock ownership or other financial interest in AGMG, Corvus Peak Capital Partners LP, or any related entity; and (iii) a review of each team member's standard personal conflicts disclosure forms on file with the General Counsel's Office.
The results of the personnel check are as follows:
Nathaniel Bower, Partner, Bankruptcy & Restructuring Group (Responsible Partner): Mr. Bower has no prior professional relationship with AGMG, any AGMG director or officer, Corvus Peak, any Corvus Peak principal or nominee, or any other party identified in this memorandum. Mr. Bower has not previously been employed at Blackthorn Howell & Crane LLP, Ashworth Velmoran LLP, or any other law firm or advisory firm involved in this matter. Mr. Bower has no direct stock ownership or other personal financial interest in AGMG or Corvus Peak Capital Partners LP. His personal conflicts disclosure form, last updated January 15, 2024, has been reviewed and confirms no relevant conflicts.
Colette Whitman, Partner, Capital Markets Group (Billing Partner): Ms. Whitman has no prior professional relationship with any party identified in this memorandum. She has not previously been employed at BHC, AK, or any other firm involved in this matter. Ms. Whitman has no direct stock ownership or other personal financial interest in AGMG or Corvus Peak. Her personal conflicts disclosure form, last updated February 1, 2024, has been reviewed and confirms no relevant conflicts.
Audrey Zhou, Associate, Capital Markets Group (Lead Associate): Ms. Zhou has no prior professional relationship with any party identified in this memorandum. She has not previously been employed at BHC, AK, or any other firm involved in this matter. Prior to joining C&H, Ms. Zhou was employed at Whitfield & Crane LLP, a firm with no involvement in this matter. Ms. Zhou has no direct stock ownership or other personal financial interest in AGMG or Corvus Peak. Her personal conflicts disclosure form, last updated January 22, 2024, has been reviewed and confirms no relevant conflicts.
Brendan Walsh, Associate, Capital Markets Group (Working Associate): Mr. Walsh has no prior professional relationship with any party identified in this memorandum. He has not previously been employed at BHC, AK, or any other firm involved in this matter. Mr. Walsh joined C&H directly from law school and has no prior law firm affiliations. Mr. Walsh has no direct stock ownership or other personal financial interest in AGMG or Corvus Peak. His personal conflicts disclosure form, last updated December 11, 2023, has been reviewed and confirms no relevant conflicts.
In summary, no member of the proposed engagement team has any prior professional relationship with the client, the activist, or any related party that would create a conflict of interest or an appearance of a conflict of interest. No member of the team has prior employment at BHC, AK, or any other firm involved in the matter. No personal financial interests exist among the team members that would be relevant to this engagement.
V. Ethical Screens and Waivers
Based on the results of the conflicts review described in Sections III and IV above, no ethical screens or waivers are required in connection with this engagement.
The one historical matter identified in the Firm's conflicts database — the 2018 regulatory filing assistance provided to Halcyon Broadcasting Group plc, the former employer of Dame Elspeth Greenvale — does not require the implementation of an ethical screen or the procurement of a conflict waiver. This conclusion is based on the following factors:
(a) The Halcyon matter was entirely unrelated in subject matter to the proposed AGMG engagement. The Halcyon matter involved a routine Ofcom broadcasting license renewal, whereas the proposed engagement concerns CEO succession planning and activist shareholder defense for a different company in which Dame Elspeth serves as Independent Non-Executive Chair.
(b) The Halcyon matter was closed in September 2018, more than five years prior to the proposed engagement, and there is no ongoing attorney-client relationship between C&H and Halcyon Broadcasting Group plc.
(c) No confidential information obtained in connection with the Halcyon matter is relevant to the proposed AGMG engagement. The Halcyon matter involved technical regulatory filings specific to UK broadcasting regulation and contained no information pertaining to AGMG, Dame Elspeth Greenvale's personal affairs, or any aspect of the current activist campaign or CEO succession process.
(d) No member of the currently proposed engagement team worked on the Halcyon matter. The Halcyon matter was staffed by the London Regulatory & Communications Group, and no attorney from that group is part of the proposed AGMG engagement team.
Given these circumstances, the prior Halcyon matter does not implicate Rule 1.9 of the NYRPC (duties to former clients) because the matters are not "substantially related" within the meaning of that rule, and no risk exists that confidential information from the former representation could be used to the disadvantage of the former client (or, for that matter, any party in the current matter).
No advance waiver of future conflicts is being requested from the client at this time. Should circumstances change — for example, should the engagement expand in scope to encompass litigation against Corvus Peak or a change-of-control transaction involving entities with which the Firm has existing relationships — the question of advance waivers should be revisited.
VI. Governing Ethical Rules
The conflicts analysis set forth in this memorandum was conducted under the following ethical rules and policies:
New York Rules of Professional Conduct. As Calderwood & Harkness LLP is a limited liability partnership organized under the laws of the State of New York with its principal office in New York, the Firm is subject to the New York Rules of Professional Conduct as adopted by the Appellate Division of the Supreme Court of the State of New York. The following rules are directly applicable to the conflicts analysis:
•  Rule 1.7 (Conflict of Interest: Current Clients): Rule 1.7(a) prohibits a lawyer from representing a client if a reasonable lawyer would conclude that (1) the representation will involve the lawyer in representing differing interests, or (2) there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. No such concurrent conflict has been identified.
•  Rule 1.9 (Duties to Former Clients): Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent confirmed in writing. The only prior representation identified (the Halcyon Broadcasting matter) is not substantially related to the proposed engagement, as discussed in Section V above.
•  Rule 1.10 (Imputation of Conflicts of Interest): Rule 1.10(a) provides that, while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so under Rules 1.7 or 1.9. Because no individual conflict has been identified under Rules 1.7 or 1.9, there is no conflict to impute under Rule 1.10.
Calderwood & Harkness Internal New Business Acceptance Policies. The proposed engagement was also reviewed under the Firm's internal New Business Acceptance policies, which in certain respects impose standards that are more stringent than those required under the NYRPC. These policies require, among other things, that (i) all proposed new matters be submitted through the NMI system for conflicts clearance before an engagement letter is executed, (ii) the proposed engagement team be reviewed for personal conflicts and prior affiliations, and (iii) any flagged items be resolved and documented before the matter is opened. These requirements have been fully satisfied.
Jurisdictional Considerations. Because AGMG is incorporated in Delaware and maintains its principal executive offices in London, the proposed engagement may also implicate the professional conduct rules of the State of Delaware (the Delaware Lawyers' Rules of Professional Conduct) and the professional conduct rules applicable in England and Wales (the Solicitors Regulation Authority Standards and Regulations). However, because Calderwood & Harkness is a New York limited liability partnership, the engagement will be conducted from the Firm's New York office, and the Firm is registered to practice law in New York, the New York Rules of Professional Conduct are the primary governing rules for purposes of this conflicts analysis. No material conflict between the applicable New York rules and the potentially applicable Delaware or English rules has been identified with respect to the matters addressed in this memorandum.
VII. Conclusion and Clearance
Based on the comprehensive conflicts clearance review documented in this memorandum, the proposed engagement of Calderwood & Harkness LLP by the Board of Directors of Aurelius Global Media Group PLC as independent governance counsel in connection with the CEO succession process and the response to the activist campaign by Corvus Peak Capital Partners LP (Matter No. 1017-00002) is CLEARED from a conflicts perspective.
No current or former client relationships, personal interests, financial interests, or other circumstances were identified that would create a disqualifying conflict of interest under the New York Rules of Professional Conduct (Rules 1.7, 1.9, or 1.10) or the Firm's internal New Business Acceptance policies. The one historical matter identified in the conflicts database (the 2018 Halcyon Broadcasting Group plc regulatory filing assistance) was reviewed and determined not to create an actual or potential conflict, and no ethical screen, consent waiver, or other prophylactic measure is required.
The engagement may proceed subject to the execution of the engagement letter by the authorized representative of the AGMG Board and the Firm's Responsible Partner.
Important Note Regarding Scope Expansion: If the scope of the engagement expands materially beyond the current parameters — including, but not limited to, expansion to encompass (i) affirmative litigation against Corvus Peak Capital Partners LP or any of its affiliates, nominees, or agents; (ii) a change-of-control transaction, merger, sale, or other strategic transaction involving AGMG; (iii) representation of individual directors in their personal capacities (as distinct from the Board in its collective capacity); or (iv) any regulatory proceeding, investigation, or enforcement action — a supplemental conflicts check should be conducted promptly and documented in a supplemental memorandum. The NMI system should be updated to reflect any expansion of the matter scope, and the Firm's Conflicts Coordinator should be notified.
VIII. Signature / Review Block
Prepared by:
________________________________________
Audrey Zhou Associate, Capital Markets Group Calderwood & Harkness LLP
Date: March 11, 2024
Reviewed and Approved by:
________________________________________
Nathaniel Bower Partner, Bankruptcy & Restructuring Group Calderwood & Harkness LLP
Date: March 11, 2024
Conflicts Coordinator Confirmation:
________________________________________
Patricia Langford Senior Conflicts Coordinator, General Counsel's Office Calderwood & Harkness LLP
Date: March 11, 2024
Internal Distribution:
•  Engagement File — Matter No. 1017-00002
•  General Counsel's Office (Firm)
APPENDIX A: Complete Entity and Individual Search List
The following table consolidates all entities and individuals searched in connection with the conflicts clearance review for Matter No. 1017-00002. Each entry is identified by name, role or relationship to the proposed engagement, the date on which the search was conducted, the search result, and any relevant notes.
Total Entities and Individuals Searched: 56
Results Summary: 55 entries — No Conflict; 1 entry — Flagged for Review — Cleared (Halcyon Broadcasting Group plc; see Section III.A of this memorandum for discussion).
Overall Determination: CLEARED — No conflicts identified that would preclude engagement.
— End of Memorandum —
Name | Role / Relationship | Search Date | Result | Notes
Aurelius Global Media Group PLC | Proposed Client | March 10, 2024 | No Conflict | —
Dame Elspeth Greenvale | AGMG Independent Non-Executive Chair | March 10, 2024 | No Conflict | See Halcyon entry below
Marcus Vane | AGMG Former CEO | March 10, 2024 | No Conflict | Resigned eff. March 8, 2024
Priya Nair-Whitfield | AGMG COO / Interim CEO | March 10, 2024 | No Conflict | —
Tobias Kessler | AGMG Independent Non-Executive Director | March 10, 2024 | No Conflict | —
Lucinda Farrow-Grant | AGMG Independent Non-Executive Director | March 10, 2024 | No Conflict | —
Reginald Osei | AGMG Independent Non-Executive Director | March 10, 2024 | No Conflict | —
Sofia Delgado-Ríos | AGMG Independent Non-Executive Director | March 10, 2024 | No Conflict | —
Hugh Pemberton | AGMG Non-Executive Director / Co-Founder | March 10, 2024 | No Conflict | —
Dr. Anwen Llewellyn | AGMG Independent Non-Executive Director | March 10, 2024 | No Conflict | —
Garrett Voss | AGMG CFO / Executive Director | March 10, 2024 | No Conflict | —
Nadine Khalil | AGMG General Counsel / Corporate Secretary | March 10, 2024 | No Conflict | —
Corvus Peak Capital Partners LP | Activist Shareholder (Adverse) | March 10, 2024 | No Conflict | —
Corvus Peak Management LLC | General Partner of Corvus Peak | March 10, 2024 | No Conflict | —
Damien Solberg | Corvus Peak Founding Partner & CIO | March 10, 2024 | No Conflict | —
Erin Nakamura | Corvus Peak Portfolio Manager | March 10, 2024 | No Conflict | —
Malcolm Trask | Corvus Peak Board Nominee | March 10, 2024 | No Conflict | —
Vanessa Loring | Corvus Peak Board Nominee / MD at Corvus Peak | March 10, 2024 | No Conflict | —
Dr. Raymond Chu | Corvus Peak Board Nominee | March 10, 2024 | No Conflict | —
Jonathan Hale | External CEO Candidate | March 10, 2024 | No Conflict | Known assoc. of Solberg
Blackthorn Howell & Crane LLP | Corvus Peak's Counsel (Adverse) | March 10, 2024 | No Conflict | —
Dominic Sayer | BHC Lead Partner | March 10, 2024 | No Conflict | —
Kathleen Bryce | BHC Lead Associate | March 10, 2024 | No Conflict | —
Ashworth Velmoran LLP | AGMG Standing Outside Counsel | March 10, 2024 | No Conflict | Role delineation protocol
Martin Cho | AK Lead Partner | March 10, 2024 | No Conflict | —
Pinnacle Corporate Services Inc. | AGMG Delaware Registered Agent | March 10, 2024 | No Conflict | —
Halcyon Broadcasting Group plc | Former Employer of Dame Greenvale | March 10, 2024 | Flagged for Review — Cleared | 2018 matter; unrelated; closed; see § III.A
Kessler Marsh Advisory LLP | Former Firm of Tobias Kessler | March 10, 2024 | No Conflict | —
Farrow-Grant Ventures Ltd. | Company of Lucinda Farrow-Grant | March 10, 2024 | No Conflict | —
Archway Digital Holdings Inc. | Former Company of Malcolm Trask | March 10, 2024 | No Conflict | —
Helix Media Networks Inc. | Former Company of Dr. Raymond Chu | March 10, 2024 | No Conflict | —
Meridian Studios International Inc. | Former Company of Jonathan Hale | March 11, 2024 | No Conflict | Now subsidiary of Zenith
Zenith Consolidated Entertainment Corp. | Acquirer of Meridian Studios | March 11, 2024 | No Conflict | —
Solaris Media Group Inc. | Former Employer of Jonathan Hale | March 11, 2024 | No Conflict | —
Keystone Digital Ventures Ltd. | Entity — Hale / Solberg Co-Directors | March 11, 2024 | No Conflict | —
Citrine Advisory Group Inc. | AGMG Proxy Solicitor | March 11, 2024 | No Conflict | —
Sandra Eriksson | Citrine Lead Contact | March 11, 2024 | No Conflict | —
Falconer Strauss LLC | Corvus Peak Proxy Solicitor | March 11, 2024 | No Conflict | —
Derek Huang | Falconer Strauss Lead Contact | March 11, 2024 | No Conflict | —
Hargrove Tate Partners LLC | Executive Search Firm (N&G Committee) | March 11, 2024 | No Conflict | —
Christine Aldridge | Hargrove Tate Lead Partner | March 11, 2024 | No Conflict | —
Brackenridge Howard Associates Inc. | Compensation Consultant | March 11, 2024 | No Conflict | —
Miriam Estabrook | Brackenridge Howard Lead Consultant | March 11, 2024 | No Conflict | —
Glenmore & Partners LLP | AGMG Independent Auditor | March 11, 2024 | No Conflict | —
Keith Redmond | Glenmore Engagement Partner | March 11, 2024 | No Conflict | —
Stonebridge Crane & Co. | Anticipated Financial Advisor (Not Yet Retained) | March 11, 2024 | No Conflict | Prophylactic search
Anil Kapoor-Mehta | Stonebridge Lead Banker | March 11, 2024 | No Conflict | Prophylactic search
Atlas Shareholder Services Inc. | AGMG Transfer Agent | March 11, 2024 | No Conflict | —
Helmsley Indemnity Corp. | AGMG D&O Insurer | March 11, 2024 | No Conflict | Policy No. HIC-DOL-2024-009347
Thorne Capital Management LP | Institutional Shareholder (~6.3%) | March 11, 2024 | No Conflict | Precautionary search
Oliver Thorne | Thorne Capital Portfolio Manager | March 11, 2024 | No Conflict | Precautionary search
Ridgeway Asset Management Ltd. | Institutional Shareholder (~5.1%) | March 11, 2024 | No Conflict | Precautionary search
Fiona Ashcroft | Ridgeway Head of Governance | March 11, 2024 | No Conflict | Precautionary search
Windermere Pension Trust | Institutional Shareholder (~4.4%) | March 11, 2024 | No Conflict | Precautionary search
Bernard Napier | Windermere CIO | March 11, 2024 | No Conflict | Precautionary search

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