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AURELIUS GLOBAL MEDIA GROUP PLC 14 Sceptre Row London EC2V 7QN United Kingdom

c/o Pinnacle Corporate Services Inc. 1209 Orange Street Wilmington, DE 19801

April 2, 2024

VIA EMAIL AND OVERNIGHT COURIER

Dominic Sayer, Esq. Blackthorn Howell & Crane LLP 1301 Avenue of the Americas New York, NY 10019

Re: Response to Demand for Inspection of Books and Records Pursuant to Section 220 of the Delaware General Corporation Law — Corvus Peak Capital Partners LP

Dear Mr. Sayer:

We write on behalf of Aurelius Global Media Group PLC ("AGMG" or the "Company") in response to the letter dated March 22, 2024 (the "Demand"), delivered by your firm on behalf of Corvus Peak Capital Partners LP ("Corvus Peak"), seeking inspection of certain books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law, 8 Del. C. § 220. This letter constitutes the Company's formal response to the Demand.

As an initial matter, we wish to advise you that AGMG is represented in this matter by Calderwood & Harkness LLP, which serves as independent governance counsel to the Board of Directors of the Company (the "Board"). We respectfully request that all future correspondence regarding the Demand, including any follow-up requests, proposed modifications, or scheduling communications, be directed to Nathaniel Bower, Esq. at Calderwood & Harkness LLP, 787 Seventh Avenue, New York, NY 10019 (nbower@calderwoodharkness.com), with a courtesy copy to the undersigned, Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC, at the address set forth above (nkhalil@agmg.com). Any communications directed to other Company personnel regarding this matter will be redirected to Calderwood & Harkness LLP for response.

The Company has carefully reviewed the Demand and, after consultation with its legal advisors, sets forth below its position regarding each of the categories of documents identified therein.

I. IDENTIFICATION OF THE DEMANDING STOCKHOLDER

The Company acknowledges that Corvus Peak Capital Partners LP is a Delaware limited partnership with its principal office located at 590 Lexington Avenue, 34th Floor, New York, NY 10022. The Company further acknowledges that Corvus Peak Management LLC serves as the general partner of Corvus Peak Capital Partners LP.

Based on the Company's review of its stockholder records and publicly available filings, the Company acknowledges that Corvus Peak is a record holder of shares of AGMG common stock. The Company notes that Corvus Peak's Schedule 13D, originally filed with the United States Securities and Exchange Commission (the "SEC") on January 18, 2024, as amended by Amendment No. 1 thereto filed on February 26, 2024 (together, the "Schedule 13D"), discloses beneficial ownership of approximately 8.7% of the Company's outstanding shares of common stock, representing approximately 35,896,200 shares out of approximately 412,600,000 shares of common stock outstanding as of the date of such filing.

Accordingly, the Company acknowledges that Corvus Peak has satisfied the threshold requirement under Section 220(b) of the DGCL of being a stockholder of record or beneficial owner of the Company's stock, and that Corvus Peak possesses standing to make a demand for inspection of books and records under the statute. This acknowledgment is limited to the question of standing and does not constitute a concession regarding the propriety of the Demand's stated purpose or the scope of documents to which Corvus Peak may be entitled, as addressed more fully below.

II. SUMMARY OF THE DEMAND

For the avoidance of any misunderstanding, the Company summarizes below its understanding of the categories of documents sought by the Demand. Corvus Peak's March 22, 2024 letter identified the following seven categories of books and records for inspection:

(a) All minutes, agendas, presentations, and materials from meetings of the Board of Directors and any committee thereof relating to CEO succession planning from January 1, 2024 to the present;

(b) All communications between or among directors, officers, and advisors of the Company regarding the designation of Priya Nair-Whitfield as Interim Chief Executive Officer, including any discussions preceding the March 8, 2024 public announcement of such designation;

(c) All materials relating to the formation, charter, and activities of any special committee formed in connection with CEO succession or the Company's response to Corvus Peak's director nominations;

(d) All engagement letters, fee arrangements, and correspondence with any executive search firm retained in connection with the CEO succession process;

(e) All communications with the Company's outside legal advisors relating to the CEO succession process, the Corvus Peak director nominations, and any defensive measures considered by the Board;

(f) All internal analyses, memoranda, or presentations evaluating CEO candidates, whether internal or external; and

(g) All documents relating to the Board's consideration of any shareholder rights plan or other defensive measures in response to Corvus Peak's accumulation of shares and director nominations.

To the extent that the Company has misapprehended the scope of any category set forth in the Demand, we invite Corvus Peak's counsel to advise us promptly so that we may address any such discrepancy.

III. THE COMPANY'S POSITION REGARDING PROPER PURPOSE

A. The Proper Purpose Requirement Under Section 220

Section 220(b) of the DGCL requires that a stockholder's demand for inspection of books and records state a "proper purpose," which the statute defines as "a purpose reasonably related to such person's interest as a stockholder." 8 Del. C. § 220(b). The Delaware Supreme Court has repeatedly emphasized that the "proper purpose" requirement is a threshold condition that must be satisfied before a stockholder is entitled to any inspection of a corporation's books and records. See Seinfeld v. Harborview Holdingsmmc'ns, Inc., 909 A.2d 117, 121 (Del. 2006); Thomas & Betts Corp. v. Leviton Mfg. Co., 681 A.2d 1026, 1031 (Del. 1996). The burden of establishing a proper purpose rests upon the stockholder making the demand. Id.

The Delaware courts have recognized that the investigation of potential mismanagement, waste, or breaches of fiduciary duty by corporate directors and officers can constitute a proper purpose within the meaning of Section 220. See Seinfeld, 909 A.2d at 121 (noting that investigation of potential wrongdoing or mismanagement is a proper purpose); Sec. First Corp. v. U.S. Die Casting & Dev. Co., 687 A.2d 563, 567-68 (Del. 1997). At the same time, the courts have cautioned that a stockholder must demonstrate, by a preponderance of the evidence, a credible basis from which the Court of Chancery can infer that mismanagement, waste, or wrongdoing may have occurred. Seinfeld, 909 A.2d at 123. This standard is the "lowest possible burden of proof," but it is not satisfied by mere speculation or curiosity. Id.

B. Qualified Acceptance of Proper Purpose — With Limitations

The Company has reviewed the stated purpose set forth in the Demand. Corvus Peak has articulated its purpose as the investigation of potential breaches of fiduciary duty by the Board in connection with the CEO succession process and, in particular, the Board's designation of Priya Nair-Whitfield as Interim Chief Executive Officer following the resignation of Marcus Vane, effective March 8, 2024.

The Company wishes to state clearly and unequivocally that it does not concede that any breach of fiduciary duty has occurred. The Board has at all times acted in full accordance with its fiduciary duties of care and loyalty under Delaware law, and the designation of Ms. Nair-Whitfield as Interim CEO was a considered and informed business judgment made on the recommendation of qualified advisors and in the best interests of the Company and all of its stockholders. The Company vigorously contests any suggestion or implication to the contrary.

That said, the Company acknowledges that Corvus Peak's stated purpose of investigating potential mismanagement in the CEO succession process falls within the category of purposes that Delaware courts have generally recognized as proper under Section 220. The Company does not, at this time, challenge the facial sufficiency of Corvus Peak's stated purpose. However, this acknowledgment is expressly without prejudice to the Company's right to challenge the propriety of Corvus Peak's stated purpose in any future judicial proceeding if circumstances warrant, including, without limitation, if evidence emerges that the true purpose of the Demand is not the investigation of fiduciary misconduct but rather the advancement of Corvus Peak's proxy solicitation or other objectives unrelated to the proper exercise of Section 220 inspection rights. The Company addresses this concern further in Section VIII below.

IV. OBJECTIONS TO THE SCOPE OF THE DEMAND

While the Company does not challenge the stated purpose of the Demand at this time, the Company raises substantial objections to the scope of the documents sought. As set forth below, the Demand is overbroad in several material respects, and a number of the categories identified therein encompass materials that are privileged, protected from disclosure, or otherwise not subject to inspection under Section 220.

A. Overarching Objection — Overbreadth

The Demand seeks categories of documents that far exceed what is "necessary and essential" to Corvus Peak's stated purpose, as required under Section 220(c) of the DGCL. Delaware law is well-settled that a stockholder's right of inspection, while an important and valuable right, is not unlimited and does not entitle the demanding stockholder to a "fishing expedition" through the corporation's files. See Disney v. Walt Disney Co., 857 A.2d 444, 448 (Del. Ch. 2004). Rather, the scope of inspection must be "circumscribed with rifled precision" to encompass only those documents that are necessary and essential to accomplish the stockholder's stated proper purpose. See Thomas & Betts, 681 A.2d at 1035; Espinoza v. Hewlett-Packard Co., 32 A.3d 365, 372 (Del. 2011). The demanding stockholder bears the burden of establishing that each category of documents sought is necessary and essential to the stated purpose. Id.

The Company objects to the scope of the Demand on the ground that, taken as a whole, it seeks an unreasonably broad range of materials — including the entirety of the Board's communications, all committee deliberations, all advisor correspondence, and all internal analyses — that go well beyond what any court would order produced in connection with an investigation of the specific concerns articulated in the Demand. The breadth of the Demand is more consistent with the discovery requests one might expect in plenary litigation than with the targeted inspection contemplated by Section 220.

The Company further objects that several of the categories of documents sought by the Demand encompass materials that are: (i) protected by the attorney-client privilege; (ii) protected by the work product doctrine; (iii) beyond the scope of "books and records" as that term is defined and applied under Section 220; or (iv) not necessary and essential to Corvus Peak's stated proper purpose of investigating the CEO succession process.

The Company sets forth its specific objections to each of the foregoing categories below.

B. Specific Objection — Attorney-Client Privilege (Category (e))

Category (e) of the Demand seeks "[a]ll communications with the Company's outside legal advisors relating to the CEO succession process, the Corvus Peak director nominations, and any defensive measures considered by the Board." This category, on its face, seeks documents that are squarely protected by the attorney-client privilege.

The attorney-client privilege is among the oldest and most venerated privileges known to the law. It protects from compelled disclosure confidential communications between a client and its attorney made for the purpose of obtaining or providing legal advice. The privilege applies with full force in the context of a Section 220 proceeding; nothing in the statute overrides or abrogates the attorney-client privilege, and the Delaware courts have consistently recognized that a corporation is entitled to assert the privilege in response to a Section 220 demand. See Wal-Mart Stores, Inc. v. Ind. Elec. Workers Pension Tr. Fund IBEW, 95 A.3d 1264, 1278 (Del. 2014) (holding that a corporation may withhold privileged documents in a Section 220 proceeding); Amalgamated Bank v. Cascade Health IT! Inc., 132 A.3d 752, 797 (Del. Ch. 2016) (same).

In connection with the matters at issue, the Company's Board of Directors retained Calderwood & Harkness LLP as independent governance counsel, effective as of March 12, 2024. The Board has also received ongoing advice from Ashworth Velmoran LLP, which has served as the Company's standing outside legal counsel since 2015. The communications between the Board (and its individual members, officers, and agents acting at the Board's direction) and these law firms regarding the CEO succession process, the Corvus Peak director nominations, potential defensive measures, and related governance matters are privileged attorney-client communications. The Company has not waived the attorney-client privilege with respect to any such communications, and it does not do so herein.

Accordingly, the Company will not produce any documents responsive to Category (e) of the Demand and will assert the attorney-client privilege over all such documents. To the extent that documents responsive to other categories of the Demand also contain or reflect privileged communications with counsel, the Company will withhold such documents or redact the privileged portions, as appropriate. The Company will prepare and provide a privilege log identifying all documents withheld on the basis of the attorney-client privilege, consistent with Delaware practice, as described more fully in Section VI below.

C. Specific Objection — Work Product Doctrine (Categories (a), (c), (f), and (g))

Categories (a), (c), (f), and (g) of the Demand, as drafted, are sufficiently broad to encompass legal memoranda, analyses, draft documents, and other materials prepared by or at the direction of counsel in anticipation of litigation or in connection with the provision of legal advice to the Board. Such materials are protected by the work product doctrine, which shields from compelled disclosure documents prepared by or for a party in anticipation of litigation or for trial. See Wal-Mart Stores, 95 A.3d at 1286-87 (recognizing application of work product doctrine in Section 220 context).

The Company notes that its Board has been advised by Calderwood & Harkness LLP regarding, among other things, the Board's fiduciary duties in connection with CEO succession, the legal implications of various courses of action with respect to Corvus Peak's director nominations and proxy solicitation, and the legal considerations relating to potential defensive measures. In the course of providing such legal advice, Calderwood & Harkness LLP has generated substantial work product, including legal memoranda, analyses, strategy documents, and related materials. These materials were prepared in anticipation of potential litigation — including the very Section 220 proceeding that may follow from the Demand — and in connection with the Board's receipt of legal advice on contested governance matters.

The work product doctrine applies to protect these materials from disclosure, and the Company will withhold all such documents. Documents withheld on work product grounds will be identified on the privilege log to be provided in connection with the Company's production.

D. Specific Objection — CEO Search Materials (Category (f))

Category (f) of the Demand seeks "[a]ll internal analyses, memoranda, or presentations evaluating CEO candidates, whether internal or external." This category encompasses highly sensitive and confidential materials generated within the CEO search process currently being overseen by the Special Committee of the Board (the "Special Committee").

The Special Committee was formed by resolution of the Board on March 18, 2024, and is chaired by Tobias Kessler, an independent director. The other members of the Special Committee are Lucinda Farrow-Grant and Dr. Anwen Llewellyn, each of whom is also an independent director. The Special Committee was formed for the purpose of, among other things, conducting a comprehensive search for a permanent Chief Executive Officer and evaluating candidates, both internal and external, for that role.

In connection with its mandate, the Special Committee retained independent legal counsel — Calderwood & Harkness LLP — and engaged an independent executive search firm, Hargrove Tate Partners LLC, pursuant to an engagement letter dated March 15, 2024. The materials generated in the course of the Special Committee's deliberative process — including candidate identification lists, evaluation memoranda, interview summaries, reference check reports, scoring analyses, and related documents — reflect the Board's deliberative process and, in many instances, were prepared at the direction of or in consultation with legal counsel. These materials are therefore protected, in whole or in part, by the attorney-client privilege and/or the work product doctrine.

Beyond the privilege and work product concerns, the Company objects to the production of these materials on the additional ground that production would compromise the integrity and confidentiality of the ongoing CEO search process. The Special Committee's search is active and continuing. Disclosure of candidate evaluation materials — including the identities of candidates under consideration, assessments of their qualifications, and the Special Committee's deliberative conclusions — would cause significant harm to the Company, to the candidates, and to the search process itself. Candidates who are currently employed by other organizations have been assured of the confidentiality of their participation, and premature disclosure could cause them to withdraw from consideration, thereby materially impairing the Board's ability to recruit the most qualified permanent CEO for the Company. The Delaware courts have recognized that the ongoing and deliberative nature of a corporate process is a relevant consideration in determining the scope of a Section 220 production. See Helmsman Mgmt. Servs., Inc. v. A & S Consultants, Inc., 525 A.2d 160, 167 (Del. Ch. 1987).

Accordingly, the Company objects to the production of materials responsive to Category (f) of the Demand on the grounds of attorney-client privilege, the work product doctrine, and the ongoing and confidential nature of the CEO search process.

E. Specific Objection — Defensive Measures Analysis (Category (g))

Category (g) of the Demand seeks "[a]ll documents relating to the Board's consideration of any shareholder rights plan or other defensive measures in response to Corvus Peak's accumulation of shares and director nominations." This category encompasses Board deliberations that were conducted with the benefit of, and at the direction of, legal counsel.

The Company notes, for the record, that the Board considered and ultimately decided, at its meeting on April 10, 2024, not to adopt a shareholder rights plan or any other defensive measure in response to Corvus Peak's share accumulation or director nominations. The Board's decision was informed by legal advice from Calderwood & Harkness LLP and reflects the Board's considered judgment that such measures were not necessary or appropriate at this time.

The materials generated in connection with the Board's consideration of defensive measures — including legal memoranda prepared by Calderwood & Harkness LLP analyzing the legal standards applicable to the adoption of shareholder rights plans under Delaware law, presentations evaluating various structural alternatives, and communications between the Board and its legal advisors regarding the strategic and legal implications of adopting or declining to adopt such measures — are privileged attorney-client communications and/or attorney work product. The Company will not produce these materials and will assert privilege and work product protections over all responsive documents within this category. Such documents will be identified on the privilege log.

F. Objection to Temporal Scope

The Demand seeks documents from "January 1, 2024 to present," without further temporal limitation. The Company objects to this temporal scope as overbroad.

The CEO succession process that is the subject of Corvus Peak's stated proper purpose was triggered by the resignation of Marcus Vane as Chief Executive Officer of the Company, which was announced on March 8, 2024 and effective as of that same date. Documents generated prior to that date regarding general corporate governance matters, routine Board activities, and other subjects unrelated to the CEO succession process are not necessary and essential to Corvus Peak's stated purpose of investigating potential fiduciary breaches in connection with that process.

To the extent that any pre-March 8 documents are arguably relevant to the CEO succession question — for example, documents reflecting discussions about Mr. Vane's potential departure or contingency planning — the Company is willing to discuss a reasonable narrowing of the temporal scope in good faith. However, the Company objects to the blanket production of all Board and committee materials dating back to January 1, 2024, a date that appears to have been selected arbitrarily and that would sweep in substantial volumes of documents unrelated to the CEO succession process.

The Company proposes that the parties confer regarding an appropriate temporal limitation, and the Company is prepared to consider commencing the production period from a date on or around March 1, 2024, subject to agreement on other scope issues.

V. DOCUMENTS THE COMPANY IS WILLING TO PRODUCE

Notwithstanding the objections set forth in Section IV above, and in a spirit of good faith and consistent with AGMG's commitment to transparency and responsible corporate governance, the Company is willing to produce the following categories of non-privileged documents responsive to the Demand, subject to execution of an appropriate confidentiality agreement as described in Section VI below.

A. Corporate Governance Documents

The Company is prepared to produce the following governance documents:

(i) The Company's Restated Certificate of Incorporation, originally filed with the Secretary of State of the State of Delaware on September 14, 2009, as last restated on March 22, 2022;

(ii) The Company's Amended and Restated Bylaws, effective as of March 22, 2022, including the advance notice provisions set forth therein (Article II, Section 12) and the exclusive forum selection clause (Article X) designating the Court of Chancery of the State of Delaware as the exclusive forum for certain intra-corporate disputes, including proceedings brought under Section 220; and

(iii) Non-privileged portions of the Special Committee Charter, as adopted by the Board on March 18, 2024, to the extent that such portions do not reflect or contain legal advice provided by counsel. The Company reserves the right to redact any portions of the Charter that reflect or incorporate legal advice.

B. Board Resolutions (Non-Privileged Portions)

The Company is prepared to produce the following Board resolutions, subject to appropriate redactions to protect privileged material:

(i) The resolution of the Board of Directors designating Priya Nair-Whitfield as Interim Chief Executive Officer, adopted on March 8, 2024, redacted to exclude any recitals, whereas clauses, or other portions reflecting or containing legal advice provided by counsel;

(ii) The resolution of the Board of Directors forming the Special Committee, adopted on March 18, 2024, redacted to exclude any recitals, whereas clauses, or other portions reflecting or containing legal advice provided by counsel; and

(iii) The resolution of the Board of Directors regarding the decision not to adopt a shareholder rights plan, adopted on April 10, 2024, to the extent the resolution itself constitutes a corporate action document. The Company will produce the resolution in redacted form, excluding any attached legal memoranda, board presentations, or other materials reflecting legal advice.

The Company notes that the production of these resolutions in redacted form is consistent with Delaware practice and the Delaware courts' recognition that a corporation may produce corporate action documents while appropriately redacting privileged content embedded therein.

C. Public Filings and Disclosures

Although these documents are publicly available, as a courtesy and for completeness, the Company is prepared to produce the following:

(i) Copies of the Company's proxy statements filed with the SEC, including the preliminary proxy statement filed on April 5, 2024 and the definitive proxy statement filed on May 3, 2024;

(ii) Copies of any Current Reports on Form 8-K filed by the Company with the SEC relating to CEO succession events or changes in Board composition during the relevant period; and

(iii) Copies of any other publicly available materials regarding the CEO succession process that the Company has issued or filed with regulatory authorities.

D. Non-Privileged Correspondence with Corvus Peak

The Company is prepared to produce non-privileged correspondence between the Company (or its representatives) and Corvus Peak (or its representatives), to the extent such correspondence has not been previously provided directly to Corvus Peak or its counsel. This production will exclude any internal Company communications regarding such correspondence and any communications with the Company's legal advisors regarding such correspondence, which are privileged.

VI. CONDITIONS OF PRODUCTION

Any production of documents by the Company will be subject to the following conditions, each of which the Company considers essential to the protection of its legitimate interests and the interests of its stockholders, officers, directors, and other constituents.

A. Confidentiality Agreement

Prior to any production of documents, Corvus Peak Capital Partners LP, Corvus Peak Management LLC (as Corvus Peak's general partner), and Blackthorn Howell & Crane LLP (as Corvus Peak's legal counsel) must execute a confidentiality agreement in form and substance satisfactory to the Company and its counsel. The Company's counsel will circulate a proposed form of confidentiality agreement promptly following the receipt of any indication from Corvus Peak that it wishes to proceed on the terms described in this letter.

The confidentiality agreement will, at a minimum, include the following provisions:

(i) Restriction on the use of produced documents solely to Corvus Peak's stated proper purpose — i.e., the investigation of potential breaches of fiduciary duty in connection with the CEO succession process — and for no other purpose;

(ii) Prohibition on the disclosure of produced documents, or the contents thereof, to any third parties, including without limitation members of the media, other stockholders of the Company, analysts, or Corvus Peak's proxy solicitor (Falconer Strauss LLC), without the prior written consent of the Company;

(iii) An express prohibition on the use of any produced documents, or the information contained therein, in connection with Corvus Peak's proxy solicitation for the Company's Annual General Meeting of Stockholders currently scheduled for June 7, 2024, or any adjournment or postponement thereof;

(iv) Provisions requiring the return or destruction of all produced documents (and all copies thereof) upon the conclusion of Corvus Peak's investigation or upon demand by the Company; and

(v) Such other provisions as the Company may reasonably require to protect the confidentiality of its books and records and the integrity of its ongoing corporate processes.

The Company considers these confidentiality protections to be reasonable and necessary in light of the sensitive nature of the documents at issue and the pendency of the proxy contest. The Company notes that Delaware courts have regularly upheld the imposition of reasonable confidentiality restrictions on documents produced in response to Section 220 demands. See, e.g., Disney, 857 A.2d at 450.

B. Format and Timing of Production

Subject to execution of the confidentiality agreement, documents will be produced in electronic format (PDF or native format, as applicable) via a secure document-sharing platform or such other method as the parties may agree upon.

The Company will endeavor in good faith to complete its production within fifteen (15) business days following the full execution of the confidentiality agreement. The Company notes, however, that the scope and complexity of the review process may require additional time, and the Company reserves the right to produce documents on a rolling basis if circumstances require. The Company will keep Corvus Peak's counsel apprised of the status of its review and any anticipated delays.

The Company further reserves the right to supplement its privilege log as the review process continues and as additional responsive documents are identified and reviewed for privilege.

C. Reservation of Rights

The Company expressly reserves all rights, defenses, and objections not specifically waived in this letter. Without limiting the generality of the foregoing:

(i) The Company's willingness to produce certain categories of documents as described herein does not constitute a waiver of any privilege, objection, defense, or argument with respect to any other categories of documents or with respect to any documents within the categories described;

(ii) The production of any document by the Company does not constitute an admission by the Company as to the relevance, authenticity, materiality, or admissibility of such document in any judicial, administrative, or other proceeding;

(iii) The Company reserves the right to assert additional objections, including objections based on privilege, work product, confidentiality, trade secret, or other applicable protections, as the review process continues and responsive documents are identified;

(iv) Nothing in this letter shall be construed as a waiver of the Company's right to seek a protective order or other relief from the Court of Chancery of the State of Delaware or any other court of competent jurisdiction; and

(v) The Company reserves the right to amend, supplement, or modify this response as circumstances may require.

VII. PRIVILEGE LOG

As referenced above, the Company will prepare and provide a privilege log identifying all documents withheld from production on the grounds of the attorney-client privilege and/or the work product doctrine. The privilege log will be provided concurrently with the Company's document production, or as soon as practicable thereafter.

For each document withheld, the privilege log will identify, to the extent possible without revealing the substance of the privileged communication or work product:

(i) The date of the document;

(ii) The author(s) of the document;

(iii) The recipient(s) of the document (and, where applicable, any persons copied);

(iv) The type of document (e.g., memorandum, email, presentation, letter);

(v) A general description of the subject matter of the document, stated at a level of generality sufficient to permit assessment of the privilege claim without disclosing privileged content; and

(vi) The specific privilege or protection asserted (i.e., attorney-client privilege, work product doctrine, or both).

The Company anticipates that the privilege log will encompass, among other things, documents generated in connection with the engagement of Calderwood & Harkness LLP (engaged as independent governance counsel to the Board effective March 12, 2024), documents reflecting legal advice provided by Ashworth Velmoran LLP (standing outside counsel to the Company since 2015), and materials generated by or for the Special Committee at the direction of or in consultation with legal counsel. The Company reserves the right to supplement the privilege log as additional responsive documents are identified during the review process.

If Corvus Peak has any objections to specific privilege designations reflected on the privilege log, the Company is prepared to discuss such objections in good faith and, if necessary, to submit disputed documents for in camera review by the Court of Chancery.

VIII. INVITATION TO CONFER

The Company invites Corvus Peak and its counsel to confer regarding the matters addressed in this letter, including without limitation:

(i) The scope of a narrowed production that is responsive to Corvus Peak's stated proper purpose while respecting the Company's privilege and confidentiality concerns;

(ii) The terms and conditions of the confidentiality agreement to be executed prior to any production;

(iii) The appropriate temporal scope of any production; and

(iv) Any other issues relating to the Demand that may be resolved through good-faith negotiation.

The Company's counsel, Nathaniel Bower, Esq., at Calderwood & Harkness LLP, 787 Seventh Avenue, New York, NY 10019 (telephone: (212) 558-7400; email: nbower@calderwoodharkness.com), is available to discuss these matters at your earliest convenience. The Company believes that a cooperative approach to resolving the scope and logistical issues identified in this letter is strongly preferable to judicial intervention and is consistent with the Delaware courts' well-established preference for parties to negotiate in good faith regarding the scope of Section 220 demands before resorting to litigation. See, e.g., King v. VeriFone Sys., Inc., 12 A.3d 1140, 1145 (Del. 2011) (encouraging dialogue between demanding stockholders and corporations as an alternative to litigation).

The Company stands ready to engage in such discussions promptly and in good faith, and anticipates that many, if not all, of the issues raised herein can be resolved without the need for court intervention.

IX. RESERVATION REGARDING IMPROPER PURPOSE AND PROXY CONTEST CONNECTION

Without prejudice to the Company's acknowledgment in Section III above that Corvus Peak's stated purpose falls within a category of purposes recognized as proper under Section 220, the Company deems it appropriate to note certain facts regarding the timing and context of the Demand that bear on the question of Corvus Peak's actual purpose.

The Demand was served on March 22, 2024, a date that falls within a period of intense activity by Corvus Peak in connection with a contested proxy solicitation targeting the Company's 2024 Annual General Meeting of Stockholders, currently scheduled for June 7, 2024. Specifically:

• On February 26, 2024, Corvus Peak filed Amendment No. 1 to its Schedule 13D, disclosing an increase in its beneficial ownership stake to approximately 8.7% (approximately 35,896,200 shares) and announcing its intention to nominate three candidates — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — for election to the Board at the 2024 Annual General Meeting;

• On March 1, 2024, Corvus Peak submitted formal director nominations to the Company in accordance with the advance notice provisions of the Company's Amended and Restated Bylaws;

• On March 22, 2024, Corvus Peak served the Demand; and

• On April 1, 2024 — just ten days after the Demand was served — Corvus Peak filed its preliminary proxy statement with the SEC in connection with its contested solicitation.

The temporal proximity of the Demand to these proxy-contest-related activities raises legitimate questions about whether the Demand is being used, in whole or in part, as a litigation tool or information-gathering mechanism in connection with the pending proxy solicitation, rather than for the genuine investigative purpose stated therein. The Delaware courts have recognized that a Section 220 demand that is motivated primarily by a desire to advance a proxy contest or other stockholder campaign, rather than to investigate potential wrongdoing, may not satisfy the proper purpose requirement. See, e.g., Cent. Laborers Pension Fund v. News Corp., 45 A.3d 139, 150 (Del. 2012) (discussing distinction between proper investigative purpose and improper use of Section 220 as litigation tool).

The Company expressly reserves the right to raise this issue — and to challenge the propriety of Corvus Peak's stated purpose on the ground that the Demand is primarily motivated by proxy-contest-related objectives — in any judicial proceeding that may be initiated in connection with the Demand. The Company's decision not to challenge the stated purpose at this time is a prudential judgment made in the interest of avoiding premature litigation and is not a concession on the merits of this issue.

X. CLOSING

In summary, AGMG takes its obligations under Section 220 of the Delaware General Corporation Law seriously and is committed to responding to the Demand in good faith, consistent with its legal rights and the legal protections available to it. The Company has identified above the categories of documents it is willing to produce, subject to the conditions described herein, and has articulated its objections to the categories and scope of documents it believes are not subject to inspection. The Company looks forward to engaging constructively with Corvus Peak's counsel to resolve the outstanding issues and to facilitate a prompt and orderly production process.

We respectfully request that all future correspondence regarding this matter be directed to Nathaniel Bower, Esq., Calderwood & Harkness LLP, 787 Seventh Avenue, New York, NY 10019 (nbower@calderwoodharkness.com), with a copy to the undersigned at the address set forth in the letterhead above.

Very truly yours,

By: ________

Nadine Khalil General Counsel & Corporate Secretary Aurelius Global Media Group PLC 14 Sceptre Row, London EC2V 7QN, United Kingdom

cc:

Nathaniel Bower, Esq. Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019

Martin Cho, Esq. Ashworth Velmoran LLP One Liberty Plaza New York, NY 10006

Dame Elspeth Greenvale Non-Executive Chair Aurelius Global Media Group PLC

Enclosures: None. The form of confidentiality agreement referenced herein will follow under separate cover.

Prepared by Calderwood & Harkness LLP

AURELIUS GLOBAL MEDIA GROUP PLC 14 Sceptre Row London EC2V 7QN United Kingdom
c/o Pinnacle Corporate Services Inc. 1209 Orange Street Wilmington, DE 19801
April 2, 2024
VIA EMAIL AND OVERNIGHT COURIER
Dominic Sayer, Esq. Blackthorn Howell & Crane LLP 1301 Avenue of the Americas New York, NY 10019
Re: Response to Demand for Inspection of Books and Records Pursuant to Section 220 of the Delaware General Corporation Law — Corvus Peak Capital Partners LP
Dear Mr. Sayer:
We write on behalf of Aurelius Global Media Group PLC ("AGMG" or the "Company") in response to the letter dated March 22, 2024 (the "Demand"), delivered by your firm on behalf of Corvus Peak Capital Partners LP ("Corvus Peak"), seeking inspection of certain books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law, 8 Del. C. § 220. This letter constitutes the Company's formal response to the Demand.
As an initial matter, we wish to advise you that AGMG is represented in this matter by Calderwood & Harkness LLP, which serves as independent governance counsel to the Board of Directors of the Company (the "Board"). We respectfully request that all future correspondence regarding the Demand, including any follow-up requests, proposed modifications, or scheduling communications, be directed to Nathaniel Bower, Esq. at Calderwood & Harkness LLP, 787 Seventh Avenue, New York, NY 10019 (nbower@calderwoodharkness.com), with a courtesy copy to the undersigned, Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC, at the address set forth above (nkhalil@agmg.com). Any communications directed to other Company personnel regarding this matter will be redirected to Calderwood & Harkness LLP for response.
The Company has carefully reviewed the Demand and, after consultation with its legal advisors, sets forth below its position regarding each of the categories of documents identified therein.
I. IDENTIFICATION OF THE DEMANDING STOCKHOLDER
The Company acknowledges that Corvus Peak Capital Partners LP is a Delaware limited partnership with its principal office located at 590 Lexington Avenue, 34th Floor, New York, NY 10022. The Company further acknowledges that Corvus Peak Management LLC serves as the general partner of Corvus Peak Capital Partners LP.
Based on the Company's review of its stockholder records and publicly available filings, the Company acknowledges that Corvus Peak is a record holder of shares of AGMG common stock. The Company notes that Corvus Peak's Schedule 13D, originally filed with the United States Securities and Exchange Commission (the "SEC") on January 18, 2024, as amended by Amendment No. 1 thereto filed on February 26, 2024 (together, the "Schedule 13D"), discloses beneficial ownership of approximately 8.7% of the Company's outstanding shares of common stock, representing approximately 35,896,200 shares out of approximately 412,600,000 shares of common stock outstanding as of the date of such filing.
Accordingly, the Company acknowledges that Corvus Peak has satisfied the threshold requirement under Section 220(b) of the DGCL of being a stockholder of record or beneficial owner of the Company's stock, and that Corvus Peak possesses standing to make a demand for inspection of books and records under the statute. This acknowledgment is limited to the question of standing and does not constitute a concession regarding the propriety of the Demand's stated purpose or the scope of documents to which Corvus Peak may be entitled, as addressed more fully below.
II. SUMMARY OF THE DEMAND
For the avoidance of any misunderstanding, the Company summarizes below its understanding of the categories of documents sought by the Demand. Corvus Peak's March 22, 2024 letter identified the following seven categories of books and records for inspection:
(a) All minutes, agendas, presentations, and materials from meetings of the Board of Directors and any committee thereof relating to CEO succession planning from January 1, 2024 to the present;
(b) All communications between or among directors, officers, and advisors of the Company regarding the designation of Priya Nair-Whitfield as Interim Chief Executive Officer, including any discussions preceding the March 8, 2024 public announcement of such designation;
(c) All materials relating to the formation, charter, and activities of any special committee formed in connection with CEO succession or the Company's response to Corvus Peak's director nominations;
(d) All engagement letters, fee arrangements, and correspondence with any executive search firm retained in connection with the CEO succession process;
(e) All communications with the Company's outside legal advisors relating to the CEO succession process, the Corvus Peak director nominations, and any defensive measures considered by the Board;
(f) All internal analyses, memoranda, or presentations evaluating CEO candidates, whether internal or external; and
(g) All documents relating to the Board's consideration of any shareholder rights plan or other defensive measures in response to Corvus Peak's accumulation of shares and director nominations.
To the extent that the Company has misapprehended the scope of any category set forth in the Demand, we invite Corvus Peak's counsel to advise us promptly so that we may address any such discrepancy.
III. THE COMPANY'S POSITION REGARDING PROPER PURPOSE
A. The Proper Purpose Requirement Under Section 220
Section 220(b) of the DGCL requires that a stockholder's demand for inspection of books and records state a "proper purpose," which the statute defines as "a purpose reasonably related to such person's interest as a stockholder." 8 Del. C. § 220(b). The Delaware Supreme Court has repeatedly emphasized that the "proper purpose" requirement is a threshold condition that must be satisfied before a stockholder is entitled to any inspection of a corporation's books and records. See Seinfeld v. Harborview Holdingsmmc'ns, Inc., 909 A.2d 117, 121 (Del. 2006); Thomas & Betts Corp. v. Leviton Mfg. Co., 681 A.2d 1026, 1031 (Del. 1996). The burden of establishing a proper purpose rests upon the stockholder making the demand. Id.
The Delaware courts have recognized that the investigation of potential mismanagement, waste, or breaches of fiduciary duty by corporate directors and officers can constitute a proper purpose within the meaning of Section 220. See Seinfeld, 909 A.2d at 121 (noting that investigation of potential wrongdoing or mismanagement is a proper purpose); Sec. First Corp. v. U.S. Die Casting & Dev. Co., 687 A.2d 563, 567-68 (Del. 1997). At the same time, the courts have cautioned that a stockholder must demonstrate, by a preponderance of the evidence, a credible basis from which the Court of Chancery can infer that mismanagement, waste, or wrongdoing may have occurred. Seinfeld, 909 A.2d at 123. This standard is the "lowest possible burden of proof," but it is not satisfied by mere speculation or curiosity. Id.
B. Qualified Acceptance of Proper Purpose — With Limitations
The Company has reviewed the stated purpose set forth in the Demand. Corvus Peak has articulated its purpose as the investigation of potential breaches of fiduciary duty by the Board in connection with the CEO succession process and, in particular, the Board's designation of Priya Nair-Whitfield as Interim Chief Executive Officer following the resignation of Marcus Vane, effective March 8, 2024.
The Company wishes to state clearly and unequivocally that it does not concede that any breach of fiduciary duty has occurred. The Board has at all times acted in full accordance with its fiduciary duties of care and loyalty under Delaware law, and the designation of Ms. Nair-Whitfield as Interim CEO was a considered and informed business judgment made on the recommendation of qualified advisors and in the best interests of the Company and all of its stockholders. The Company vigorously contests any suggestion or implication to the contrary.
That said, the Company acknowledges that Corvus Peak's stated purpose of investigating potential mismanagement in the CEO succession process falls within the category of purposes that Delaware courts have generally recognized as proper under Section 220. The Company does not, at this time, challenge the facial sufficiency of Corvus Peak's stated purpose. However, this acknowledgment is expressly without prejudice to the Company's right to challenge the propriety of Corvus Peak's stated purpose in any future judicial proceeding if circumstances warrant, including, without limitation, if evidence emerges that the true purpose of the Demand is not the investigation of fiduciary misconduct but rather the advancement of Corvus Peak's proxy solicitation or other objectives unrelated to the proper exercise of Section 220 inspection rights. The Company addresses this concern further in Section VIII below.
IV. OBJECTIONS TO THE SCOPE OF THE DEMAND
While the Company does not challenge the stated purpose of the Demand at this time, the Company raises substantial objections to the scope of the documents sought. As set forth below, the Demand is overbroad in several material respects, and a number of the categories identified therein encompass materials that are privileged, protected from disclosure, or otherwise not subject to inspection under Section 220.
A. Overarching Objection — Overbreadth
The Demand seeks categories of documents that far exceed what is "necessary and essential" to Corvus Peak's stated purpose, as required under Section 220(c) of the DGCL. Delaware law is well-settled that a stockholder's right of inspection, while an important and valuable right, is not unlimited and does not entitle the demanding stockholder to a "fishing expedition" through the corporation's files. See Disney v. Walt Disney Co., 857 A.2d 444, 448 (Del. Ch. 2004). Rather, the scope of inspection must be "circumscribed with rifled precision" to encompass only those documents that are necessary and essential to accomplish the stockholder's stated proper purpose. See Thomas & Betts, 681 A.2d at 1035; Espinoza v. Hewlett-Packard Co., 32 A.3d 365, 372 (Del. 2011). The demanding stockholder bears the burden of establishing that each category of documents sought is necessary and essential to the stated purpose. Id.
The Company objects to the scope of the Demand on the ground that, taken as a whole, it seeks an unreasonably broad range of materials — including the entirety of the Board's communications, all committee deliberations, all advisor correspondence, and all internal analyses — that go well beyond what any court would order produced in connection with an investigation of the specific concerns articulated in the Demand. The breadth of the Demand is more consistent with the discovery requests one might expect in plenary litigation than with the targeted inspection contemplated by Section 220.
The Company further objects that several of the categories of documents sought by the Demand encompass materials that are: (i) protected by the attorney-client privilege; (ii) protected by the work product doctrine; (iii) beyond the scope of "books and records" as that term is defined and applied under Section 220; or (iv) not necessary and essential to Corvus Peak's stated proper purpose of investigating the CEO succession process.
The Company sets forth its specific objections to each of the foregoing categories below.
B. Specific Objection — Attorney-Client Privilege (Category (e))
Category (e) of the Demand seeks "[a]ll communications with the Company's outside legal advisors relating to the CEO succession process, the Corvus Peak director nominations, and any defensive measures considered by the Board." This category, on its face, seeks documents that are squarely protected by the attorney-client privilege.
The attorney-client privilege is among the oldest and most venerated privileges known to the law. It protects from compelled disclosure confidential communications between a client and its attorney made for the purpose of obtaining or providing legal advice. The privilege applies with full force in the context of a Section 220 proceeding; nothing in the statute overrides or abrogates the attorney-client privilege, and the Delaware courts have consistently recognized that a corporation is entitled to assert the privilege in response to a Section 220 demand. See Wal-Mart Stores, Inc. v. Ind. Elec. Workers Pension Tr. Fund IBEW, 95 A.3d 1264, 1278 (Del. 2014) (holding that a corporation may withhold privileged documents in a Section 220 proceeding); Amalgamated Bank v. Cascade Health IT! Inc., 132 A.3d 752, 797 (Del. Ch. 2016) (same).
In connection with the matters at issue, the Company's Board of Directors retained Calderwood & Harkness LLP as independent governance counsel, effective as of March 12, 2024. The Board has also received ongoing advice from Ashworth Velmoran LLP, which has served as the Company's standing outside legal counsel since 2015. The communications between the Board (and its individual members, officers, and agents acting at the Board's direction) and these law firms regarding the CEO succession process, the Corvus Peak director nominations, potential defensive measures, and related governance matters are privileged attorney-client communications. The Company has not waived the attorney-client privilege with respect to any such communications, and it does not do so herein.
Accordingly, the Company will not produce any documents responsive to Category (e) of the Demand and will assert the attorney-client privilege over all such documents. To the extent that documents responsive to other categories of the Demand also contain or reflect privileged communications with counsel, the Company will withhold such documents or redact the privileged portions, as appropriate. The Company will prepare and provide a privilege log identifying all documents withheld on the basis of the attorney-client privilege, consistent with Delaware practice, as described more fully in Section VI below.
C. Specific Objection — Work Product Doctrine (Categories (a), (c), (f), and (g))
Categories (a), (c), (f), and (g) of the Demand, as drafted, are sufficiently broad to encompass legal memoranda, analyses, draft documents, and other materials prepared by or at the direction of counsel in anticipation of litigation or in connection with the provision of legal advice to the Board. Such materials are protected by the work product doctrine, which shields from compelled disclosure documents prepared by or for a party in anticipation of litigation or for trial. See Wal-Mart Stores, 95 A.3d at 1286-87 (recognizing application of work product doctrine in Section 220 context).
The Company notes that its Board has been advised by Calderwood & Harkness LLP regarding, among other things, the Board's fiduciary duties in connection with CEO succession, the legal implications of various courses of action with respect to Corvus Peak's director nominations and proxy solicitation, and the legal considerations relating to potential defensive measures. In the course of providing such legal advice, Calderwood & Harkness LLP has generated substantial work product, including legal memoranda, analyses, strategy documents, and related materials. These materials were prepared in anticipation of potential litigation — including the very Section 220 proceeding that may follow from the Demand — and in connection with the Board's receipt of legal advice on contested governance matters.
The work product doctrine applies to protect these materials from disclosure, and the Company will withhold all such documents. Documents withheld on work product grounds will be identified on the privilege log to be provided in connection with the Company's production.
D. Specific Objection — CEO Search Materials (Category (f))
Category (f) of the Demand seeks "[a]ll internal analyses, memoranda, or presentations evaluating CEO candidates, whether internal or external." This category encompasses highly sensitive and confidential materials generated within the CEO search process currently being overseen by the Special Committee of the Board (the "Special Committee").
The Special Committee was formed by resolution of the Board on March 18, 2024, and is chaired by Tobias Kessler, an independent director. The other members of the Special Committee are Lucinda Farrow-Grant and Dr. Anwen Llewellyn, each of whom is also an independent director. The Special Committee was formed for the purpose of, among other things, conducting a comprehensive search for a permanent Chief Executive Officer and evaluating candidates, both internal and external, for that role.
In connection with its mandate, the Special Committee retained independent legal counsel — Calderwood & Harkness LLP — and engaged an independent executive search firm, Hargrove Tate Partners LLC, pursuant to an engagement letter dated March 15, 2024. The materials generated in the course of the Special Committee's deliberative process — including candidate identification lists, evaluation memoranda, interview summaries, reference check reports, scoring analyses, and related documents — reflect the Board's deliberative process and, in many instances, were prepared at the direction of or in consultation with legal counsel. These materials are therefore protected, in whole or in part, by the attorney-client privilege and/or the work product doctrine.
Beyond the privilege and work product concerns, the Company objects to the production of these materials on the additional ground that production would compromise the integrity and confidentiality of the ongoing CEO search process. The Special Committee's search is active and continuing. Disclosure of candidate evaluation materials — including the identities of candidates under consideration, assessments of their qualifications, and the Special Committee's deliberative conclusions — would cause significant harm to the Company, to the candidates, and to the search process itself. Candidates who are currently employed by other organizations have been assured of the confidentiality of their participation, and premature disclosure could cause them to withdraw from consideration, thereby materially impairing the Board's ability to recruit the most qualified permanent CEO for the Company. The Delaware courts have recognized that the ongoing and deliberative nature of a corporate process is a relevant consideration in determining the scope of a Section 220 production. See Helmsman Mgmt. Servs., Inc. v. A & S Consultants, Inc., 525 A.2d 160, 167 (Del. Ch. 1987).
Accordingly, the Company objects to the production of materials responsive to Category (f) of the Demand on the grounds of attorney-client privilege, the work product doctrine, and the ongoing and confidential nature of the CEO search process.
E. Specific Objection — Defensive Measures Analysis (Category (g))
Category (g) of the Demand seeks "[a]ll documents relating to the Board's consideration of any shareholder rights plan or other defensive measures in response to Corvus Peak's accumulation of shares and director nominations." This category encompasses Board deliberations that were conducted with the benefit of, and at the direction of, legal counsel.
The Company notes, for the record, that the Board considered and ultimately decided, at its meeting on April 10, 2024, not to adopt a shareholder rights plan or any other defensive measure in response to Corvus Peak's share accumulation or director nominations. The Board's decision was informed by legal advice from Calderwood & Harkness LLP and reflects the Board's considered judgment that such measures were not necessary or appropriate at this time.
The materials generated in connection with the Board's consideration of defensive measures — including legal memoranda prepared by Calderwood & Harkness LLP analyzing the legal standards applicable to the adoption of shareholder rights plans under Delaware law, presentations evaluating various structural alternatives, and communications between the Board and its legal advisors regarding the strategic and legal implications of adopting or declining to adopt such measures — are privileged attorney-client communications and/or attorney work product. The Company will not produce these materials and will assert privilege and work product protections over all responsive documents within this category. Such documents will be identified on the privilege log.
F. Objection to Temporal Scope
The Demand seeks documents from "January 1, 2024 to present," without further temporal limitation. The Company objects to this temporal scope as overbroad.
The CEO succession process that is the subject of Corvus Peak's stated proper purpose was triggered by the resignation of Marcus Vane as Chief Executive Officer of the Company, which was announced on March 8, 2024 and effective as of that same date. Documents generated prior to that date regarding general corporate governance matters, routine Board activities, and other subjects unrelated to the CEO succession process are not necessary and essential to Corvus Peak's stated purpose of investigating potential fiduciary breaches in connection with that process.
To the extent that any pre-March 8 documents are arguably relevant to the CEO succession question — for example, documents reflecting discussions about Mr. Vane's potential departure or contingency planning — the Company is willing to discuss a reasonable narrowing of the temporal scope in good faith. However, the Company objects to the blanket production of all Board and committee materials dating back to January 1, 2024, a date that appears to have been selected arbitrarily and that would sweep in substantial volumes of documents unrelated to the CEO succession process.
The Company proposes that the parties confer regarding an appropriate temporal limitation, and the Company is prepared to consider commencing the production period from a date on or around March 1, 2024, subject to agreement on other scope issues.
V. DOCUMENTS THE COMPANY IS WILLING TO PRODUCE
Notwithstanding the objections set forth in Section IV above, and in a spirit of good faith and consistent with AGMG's commitment to transparency and responsible corporate governance, the Company is willing to produce the following categories of non-privileged documents responsive to the Demand, subject to execution of an appropriate confidentiality agreement as described in Section VI below.
A. Corporate Governance Documents
The Company is prepared to produce the following governance documents:
(i) The Company's Restated Certificate of Incorporation, originally filed with the Secretary of State of the State of Delaware on September 14, 2009, as last restated on March 22, 2022;
(ii) The Company's Amended and Restated Bylaws, effective as of March 22, 2022, including the advance notice provisions set forth therein (Article II, Section 12) and the exclusive forum selection clause (Article X) designating the Court of Chancery of the State of Delaware as the exclusive forum for certain intra-corporate disputes, including proceedings brought under Section 220; and
(iii) Non-privileged portions of the Special Committee Charter, as adopted by the Board on March 18, 2024, to the extent that such portions do not reflect or contain legal advice provided by counsel. The Company reserves the right to redact any portions of the Charter that reflect or incorporate legal advice.
B. Board Resolutions (Non-Privileged Portions)
The Company is prepared to produce the following Board resolutions, subject to appropriate redactions to protect privileged material:
(i) The resolution of the Board of Directors designating Priya Nair-Whitfield as Interim Chief Executive Officer, adopted on March 8, 2024, redacted to exclude any recitals, whereas clauses, or other portions reflecting or containing legal advice provided by counsel;
(ii) The resolution of the Board of Directors forming the Special Committee, adopted on March 18, 2024, redacted to exclude any recitals, whereas clauses, or other portions reflecting or containing legal advice provided by counsel; and
(iii) The resolution of the Board of Directors regarding the decision not to adopt a shareholder rights plan, adopted on April 10, 2024, to the extent the resolution itself constitutes a corporate action document. The Company will produce the resolution in redacted form, excluding any attached legal memoranda, board presentations, or other materials reflecting legal advice.
The Company notes that the production of these resolutions in redacted form is consistent with Delaware practice and the Delaware courts' recognition that a corporation may produce corporate action documents while appropriately redacting privileged content embedded therein.
C. Public Filings and Disclosures
Although these documents are publicly available, as a courtesy and for completeness, the Company is prepared to produce the following:
(i) Copies of the Company's proxy statements filed with the SEC, including the preliminary proxy statement filed on April 5, 2024 and the definitive proxy statement filed on May 3, 2024;
(ii) Copies of any Current Reports on Form 8-K filed by the Company with the SEC relating to CEO succession events or changes in Board composition during the relevant period; and
(iii) Copies of any other publicly available materials regarding the CEO succession process that the Company has issued or filed with regulatory authorities.
D. Non-Privileged Correspondence with Corvus Peak
The Company is prepared to produce non-privileged correspondence between the Company (or its representatives) and Corvus Peak (or its representatives), to the extent such correspondence has not been previously provided directly to Corvus Peak or its counsel. This production will exclude any internal Company communications regarding such correspondence and any communications with the Company's legal advisors regarding such correspondence, which are privileged.
VI. CONDITIONS OF PRODUCTION
Any production of documents by the Company will be subject to the following conditions, each of which the Company considers essential to the protection of its legitimate interests and the interests of its stockholders, officers, directors, and other constituents.
A. Confidentiality Agreement
Prior to any production of documents, Corvus Peak Capital Partners LP, Corvus Peak Management LLC (as Corvus Peak's general partner), and Blackthorn Howell & Crane LLP (as Corvus Peak's legal counsel) must execute a confidentiality agreement in form and substance satisfactory to the Company and its counsel. The Company's counsel will circulate a proposed form of confidentiality agreement promptly following the receipt of any indication from Corvus Peak that it wishes to proceed on the terms described in this letter.
The confidentiality agreement will, at a minimum, include the following provisions:
(i) Restriction on the use of produced documents solely to Corvus Peak's stated proper purpose — i.e., the investigation of potential breaches of fiduciary duty in connection with the CEO succession process — and for no other purpose;
(ii) Prohibition on the disclosure of produced documents, or the contents thereof, to any third parties, including without limitation members of the media, other stockholders of the Company, analysts, or Corvus Peak's proxy solicitor (Falconer Strauss LLC), without the prior written consent of the Company;
(iii) An express prohibition on the use of any produced documents, or the information contained therein, in connection with Corvus Peak's proxy solicitation for the Company's Annual General Meeting of Stockholders currently scheduled for June 7, 2024, or any adjournment or postponement thereof;
(iv) Provisions requiring the return or destruction of all produced documents (and all copies thereof) upon the conclusion of Corvus Peak's investigation or upon demand by the Company; and
(v) Such other provisions as the Company may reasonably require to protect the confidentiality of its books and records and the integrity of its ongoing corporate processes.
The Company considers these confidentiality protections to be reasonable and necessary in light of the sensitive nature of the documents at issue and the pendency of the proxy contest. The Company notes that Delaware courts have regularly upheld the imposition of reasonable confidentiality restrictions on documents produced in response to Section 220 demands. See, e.g., Disney, 857 A.2d at 450.
B. Format and Timing of Production
Subject to execution of the confidentiality agreement, documents will be produced in electronic format (PDF or native format, as applicable) via a secure document-sharing platform or such other method as the parties may agree upon.
The Company will endeavor in good faith to complete its production within fifteen (15) business days following the full execution of the confidentiality agreement. The Company notes, however, that the scope and complexity of the review process may require additional time, and the Company reserves the right to produce documents on a rolling basis if circumstances require. The Company will keep Corvus Peak's counsel apprised of the status of its review and any anticipated delays.
The Company further reserves the right to supplement its privilege log as the review process continues and as additional responsive documents are identified and reviewed for privilege.
C. Reservation of Rights
The Company expressly reserves all rights, defenses, and objections not specifically waived in this letter. Without limiting the generality of the foregoing:
(i) The Company's willingness to produce certain categories of documents as described herein does not constitute a waiver of any privilege, objection, defense, or argument with respect to any other categories of documents or with respect to any documents within the categories described;
(ii) The production of any document by the Company does not constitute an admission by the Company as to the relevance, authenticity, materiality, or admissibility of such document in any judicial, administrative, or other proceeding;
(iii) The Company reserves the right to assert additional objections, including objections based on privilege, work product, confidentiality, trade secret, or other applicable protections, as the review process continues and responsive documents are identified;
(iv) Nothing in this letter shall be construed as a waiver of the Company's right to seek a protective order or other relief from the Court of Chancery of the State of Delaware or any other court of competent jurisdiction; and
(v) The Company reserves the right to amend, supplement, or modify this response as circumstances may require.
VII. PRIVILEGE LOG
As referenced above, the Company will prepare and provide a privilege log identifying all documents withheld from production on the grounds of the attorney-client privilege and/or the work product doctrine. The privilege log will be provided concurrently with the Company's document production, or as soon as practicable thereafter.
For each document withheld, the privilege log will identify, to the extent possible without revealing the substance of the privileged communication or work product:
(i) The date of the document;
(ii) The author(s) of the document;
(iii) The recipient(s) of the document (and, where applicable, any persons copied);
(iv) The type of document (e.g., memorandum, email, presentation, letter);
(v) A general description of the subject matter of the document, stated at a level of generality sufficient to permit assessment of the privilege claim without disclosing privileged content; and
(vi) The specific privilege or protection asserted (i.e., attorney-client privilege, work product doctrine, or both).
The Company anticipates that the privilege log will encompass, among other things, documents generated in connection with the engagement of Calderwood & Harkness LLP (engaged as independent governance counsel to the Board effective March 12, 2024), documents reflecting legal advice provided by Ashworth Velmoran LLP (standing outside counsel to the Company since 2015), and materials generated by or for the Special Committee at the direction of or in consultation with legal counsel. The Company reserves the right to supplement the privilege log as additional responsive documents are identified during the review process.
If Corvus Peak has any objections to specific privilege designations reflected on the privilege log, the Company is prepared to discuss such objections in good faith and, if necessary, to submit disputed documents for in camera review by the Court of Chancery.
VIII. INVITATION TO CONFER
The Company invites Corvus Peak and its counsel to confer regarding the matters addressed in this letter, including without limitation:
(i) The scope of a narrowed production that is responsive to Corvus Peak's stated proper purpose while respecting the Company's privilege and confidentiality concerns;
(ii) The terms and conditions of the confidentiality agreement to be executed prior to any production;
(iii) The appropriate temporal scope of any production; and
(iv) Any other issues relating to the Demand that may be resolved through good-faith negotiation.
The Company's counsel, Nathaniel Bower, Esq., at Calderwood & Harkness LLP, 787 Seventh Avenue, New York, NY 10019 (telephone: (212) 558-7400; email: nbower@calderwoodharkness.com), is available to discuss these matters at your earliest convenience. The Company believes that a cooperative approach to resolving the scope and logistical issues identified in this letter is strongly preferable to judicial intervention and is consistent with the Delaware courts' well-established preference for parties to negotiate in good faith regarding the scope of Section 220 demands before resorting to litigation. See, e.g., King v. VeriFone Sys., Inc., 12 A.3d 1140, 1145 (Del. 2011) (encouraging dialogue between demanding stockholders and corporations as an alternative to litigation).
The Company stands ready to engage in such discussions promptly and in good faith, and anticipates that many, if not all, of the issues raised herein can be resolved without the need for court intervention.
IX. RESERVATION REGARDING IMPROPER PURPOSE AND PROXY CONTEST CONNECTION
Without prejudice to the Company's acknowledgment in Section III above that Corvus Peak's stated purpose falls within a category of purposes recognized as proper under Section 220, the Company deems it appropriate to note certain facts regarding the timing and context of the Demand that bear on the question of Corvus Peak's actual purpose.
The Demand was served on March 22, 2024, a date that falls within a period of intense activity by Corvus Peak in connection with a contested proxy solicitation targeting the Company's 2024 Annual General Meeting of Stockholders, currently scheduled for June 7, 2024. Specifically:
• On February 26, 2024, Corvus Peak filed Amendment No. 1 to its Schedule 13D, disclosing an increase in its beneficial ownership stake to approximately 8.7% (approximately 35,896,200 shares) and announcing its intention to nominate three candidates — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — for election to the Board at the 2024 Annual General Meeting;
• On March 1, 2024, Corvus Peak submitted formal director nominations to the Company in accordance with the advance notice provisions of the Company's Amended and Restated Bylaws;
• On March 22, 2024, Corvus Peak served the Demand; and
• On April 1, 2024 — just ten days after the Demand was served — Corvus Peak filed its preliminary proxy statement with the SEC in connection with its contested solicitation.
The temporal proximity of the Demand to these proxy-contest-related activities raises legitimate questions about whether the Demand is being used, in whole or in part, as a litigation tool or information-gathering mechanism in connection with the pending proxy solicitation, rather than for the genuine investigative purpose stated therein. The Delaware courts have recognized that a Section 220 demand that is motivated primarily by a desire to advance a proxy contest or other stockholder campaign, rather than to investigate potential wrongdoing, may not satisfy the proper purpose requirement. See, e.g., Cent. Laborers Pension Fund v. News Corp., 45 A.3d 139, 150 (Del. 2012) (discussing distinction between proper investigative purpose and improper use of Section 220 as litigation tool).
The Company expressly reserves the right to raise this issue — and to challenge the propriety of Corvus Peak's stated purpose on the ground that the Demand is primarily motivated by proxy-contest-related objectives — in any judicial proceeding that may be initiated in connection with the Demand. The Company's decision not to challenge the stated purpose at this time is a prudential judgment made in the interest of avoiding premature litigation and is not a concession on the merits of this issue.
X. CLOSING
In summary, AGMG takes its obligations under Section 220 of the Delaware General Corporation Law seriously and is committed to responding to the Demand in good faith, consistent with its legal rights and the legal protections available to it. The Company has identified above the categories of documents it is willing to produce, subject to the conditions described herein, and has articulated its objections to the categories and scope of documents it believes are not subject to inspection. The Company looks forward to engaging constructively with Corvus Peak's counsel to resolve the outstanding issues and to facilitate a prompt and orderly production process.
We respectfully request that all future correspondence regarding this matter be directed to Nathaniel Bower, Esq., Calderwood & Harkness LLP, 787 Seventh Avenue, New York, NY 10019 (nbower@calderwoodharkness.com), with a copy to the undersigned at the address set forth in the letterhead above.
Very truly yours,
By: ________
Nadine Khalil General Counsel & Corporate Secretary Aurelius Global Media Group PLC 14 Sceptre Row, London EC2V 7QN, United Kingdom
cc:
Nathaniel Bower, Esq. Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019
Martin Cho, Esq. Ashworth Velmoran LLP One Liberty Plaza New York, NY 10006
Dame Elspeth Greenvale Non-Executive Chair Aurelius Global Media Group PLC
Enclosures: None. The form of confidentiality agreement referenced herein will follow under separate cover.
Prepared by Calderwood & Harkness LLP | C&H Matter No. 1017-00002 | Nathaniel Bower, Responsible Partner; Audrey Zhou, Lead Associate