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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE — ATTORNEY WORK PRODUCT

Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019 Matter No. 1017-00002

RESOLUTIONS OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC

Designation of Interim Chief Executive Officer

Adopted by Unanimous Written Consent in Lieu of a Special Meeting

March 8, 2024

The undersigned, being all of the members of the Board of Directors (the "Board") of Aurelius Global Media Group PLC, a Delaware public limited company (the "Company" or "AGMG"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, hereby adopt the following recitals and resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of March 8, 2024:

RECITALS

WHEREAS, Aurelius Global Media Group PLC is a public limited company duly organized and existing under the laws of the State of Delaware, with its original Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 14, 2009, assigned Delaware File Number 4827193, as thereafter amended and restated (the "Certificate of Incorporation"), and registered as an overseas company in England and Wales pursuant to Part 34 of the Companies Act 2006, with its principal executive offices located at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and its Employer Identification Number being 26-4831097; and

WHEREAS, the Company's ordinary shares are listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "AGMG" and are admitted to the premium segment of the Official List maintained by the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L," and the Company is accordingly subject to the regulatory requirements applicable to issuers listed on each such exchange, including the rules and regulations of the United States Securities and Exchange Commission (the "SEC"), the NYSE Listed Company Manual, and the FCA's Listing Rules and Disclosure Guidance and Transparency Rules (the "DTRs"); and

WHEREAS, the Company's registered agent in the State of Delaware is Pinnacle Corporate Services Inc., located at 1209 Orange Street, Wilmington, Delaware 19801; and

WHEREAS, the Board is authorized and empowered, under Article V of the Company's Restated Certificate of Incorporation (as amended), Article IV of the Company's Amended and Restated Bylaws (each effective as of March 22, 2022, the "Bylaws"), and Section 142 of the DGCL, to appoint officers of the Company, to determine and prescribe the titles, duties, authority, and compensation of such officers, and to fill any vacancy in any office of the Company, whether arising from resignation, removal, death, or any other cause, and the Board has previously exercised such authority in the appointment of the Company's executive officers from time to time; and

WHEREAS, Marcus Vane, age 59, has served as Chief Executive Officer and Executive Director of the Company since his appointment to those positions in 2016, during which time he has provided substantial leadership to the Company through a period of significant transformation and growth, including the Company's strategic pivot toward streaming and digital content, the expansion of its e-commerce and merchandising operations, and the strengthening of its live entertainment and events business; and

WHEREAS, on March 8, 2024, Marcus Vane tendered his resignation from the position of Chief Executive Officer of the Company, effective immediately, citing personal and family considerations as the basis for his decision, and such resignation has created an immediate vacancy in the office of Chief Executive Officer; and

WHEREAS, Mr. Vane's resignation from the office of Chief Executive Officer is separate from, and does not automatically affect, his status as an Executive Director of the Company, and the Board will address any change to Mr. Vane's position as an Executive Director in a separate proceeding or resolution as may be appropriate under applicable law and the Company's governing instruments; and

WHEREAS, pursuant to the terms of Mr. Vane's Amended and Restated Employment Agreement, dated as of January 15, 2022 (the "Vane Employment Agreement"), Mr. Vane is entitled to certain severance payments and benefits upon his resignation without "Good Reason" (as defined therein), including severance in the aggregate amount of Fourteen Million Eight Hundred Thousand Dollars ($14,800,000), comprised of (i) a cash payment equal to two times (2×) his annual base salary of $2,400,000, totaling $4,800,000, (ii) a cash payment equal to two times (2×) his target annual cash bonus of $2,400,000, totaling $4,800,000, and (iii) accelerated vesting of outstanding equity awards with an aggregate estimated value of $5,200,000, all subject to the terms and conditions set forth in the Vane Employment Agreement, including Mr. Vane's execution of a general release of claims in favor of the Company; and

WHEREAS, Mr. Vane remains subject to a non-competition covenant under Section 9(a) of the Vane Employment Agreement, restricting him from engaging in competitive activities for a period of eighteen (18) months following the date of his resignation, such non-compete period commencing on March 8, 2024, and expiring on September 8, 2025, and such covenant shall be enforced in accordance with its terms; and

WHEREAS, the Company requires immediate and uninterrupted executive leadership at the Chief Executive Officer level, and the Board has determined that the designation of an Interim Chief Executive Officer is necessary and appropriate in light of, among other considerations, the following:

(a) the scale and complexity of the Company's significant global operations, spanning four principal business segments: (i) Streaming & Digital Content, which accounted for approximately forty-two percent (42%) of the Company's fiscal year 2023 consolidated revenue of $4.37 billion, representing approximately $1,835.4 million; (ii) Live Entertainment & Events, which accounted for approximately twenty-four percent (24%) of such revenue, representing approximately $1,048.8 million; (iii) E-Commerce & Merchandising, which accounted for approximately nineteen percent (19%) of such revenue, representing approximately $830.3 million; and (iv) Advertising & Brand Partnerships, which accounted for approximately fifteen percent (15%) of such revenue, representing approximately $655.5 million;

(b) the Company's global workforce of approximately 23,400 employees across operations in multiple jurisdictions worldwide;

(c) the Company's market capitalization of approximately £6.82 billion (equivalent to approximately $8.65 billion at an exchange rate of $1.2683 per pound sterling) as of March 1, 2024, reflecting the significant responsibility entrusted to the Company's executive leadership by its shareholders;

(d) the Company's fiscal year 2023 EBITDA of $812 million, representing an EBITDA margin of approximately 18.6%, and the importance of maintaining strong operational and financial performance during any leadership transition;

(e) the pending activist campaign by Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership, which filed an initial Schedule 13D with the SEC on January 18, 2024, disclosing beneficial ownership of approximately 6.1% of the Company's outstanding ordinary shares, and which subsequently filed an Amendment No. 1 to Schedule 13D on February 26, 2024, disclosing that its beneficial ownership had increased to approximately 8.7% of the Company's outstanding ordinary shares, representing approximately 35,896,200 of the 412,600,000 shares outstanding as of such date;

(f) Corvus Peak's demand letter to the Board, dated February 12, 2024, which set forth certain operational and governance criticisms and demands (the "Corvus Peak Demand Letter"), and Corvus Peak's formal submission to the Corporate Secretary on March 1, 2024, of director nominations for election at the Company's 2024 Annual General Meeting of Shareholders, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu as candidates for election to the Board (the "Corvus Peak Nominees"); and

(g) the critical need to maintain the confidence and trust of the Company's shareholders, customers, content partners, advertisers, employees, and other stakeholders during this period of executive leadership transition, and to ensure that the Company presents a unified and stable leadership profile to the market;

; and

WHEREAS, the Board has carefully considered the qualifications of the Company's senior management team and has determined that Priya Nair-Whitfield, age 48, who currently serves as Chief Operating Officer and Executive Director of the Company, is the individual best suited and most qualified to serve as Interim Chief Executive Officer during this transitional period, based upon the following considerations:

(a) Ms. Nair-Whitfield has been continuously employed by the Company since 2012, a period of twelve (12) years, during which she has held positions of progressively increasing responsibility and authority;

(b) Ms. Nair-Whitfield initially joined the Company in 2012 as Senior Vice President of Digital Strategy, where she played an instrumental role in the development and implementation of the Company's digital transformation initiatives;

(c) Ms. Nair-Whitfield was promoted to Executive Vice President of Streaming in 2017, in which capacity she led the development, launch, and initial scaling of the Company's direct-to-consumer streaming platform, "Luminos," which launched commercially in 2019 and has since grown to become the largest revenue-generating platform within the Company's Streaming & Digital Content segment;

(d) Ms. Nair-Whitfield was appointed Chief Operating Officer and Executive Director of the Company in 2020, and in such capacity has had direct oversight responsibility over each of the Company's four principal business segments, as well as the Company's global operations, technology infrastructure, and human capital functions;

(e) Ms. Nair-Whitfield holds a Master of Business Administration degree from Ashford Business School and an undergraduate degree from Imperial College London; and

(f) Ms. Nair-Whitfield possesses deep operational knowledge, extensive institutional familiarity, and strong relationships with the Company's employees, content partners, customers, and investors, and is the member of the Company's current senior management team best positioned to provide continuity, stability, and effective leadership during the interim period;

; and

WHEREAS, the Board intends to designate Ms. Nair-Whitfield as Interim Chief Executive Officer on a temporary basis only, pending the completion of a formal, comprehensive Chief Executive Officer succession process to be authorized by the Board at a future date, and such interim designation is expressly not intended to predetermine, prejudice, or otherwise influence the outcome of any such formal CEO succession process; and

WHEREAS, the Board expressly reserves its full and complete authority to conduct an open, thorough, and fair CEO search process and to consider both internal and external candidates for the permanent position of Chief Executive Officer, including but not limited to Ms. Nair-Whitfield; and

WHEREAS, during the period of her service as Interim Chief Executive Officer, Ms. Nair-Whitfield shall continue to serve concurrently in her existing positions as Chief Operating Officer and Executive Director of the Company, unless and until the Board determines otherwise in its sole discretion; and

WHEREAS, the Board's Compensation Committee (the "Compensation Committee") will undertake a comprehensive review of appropriate interim compensation adjustments for Ms. Nair-Whitfield in her expanded role, in consultation with the Company's independent compensation consultant, Brackenridge Howard Associates Inc. ("Brackenridge Howard"), under the direction of Miriam Estabrook, Lead Consultant, and any interim compensation adjustment shall be subject to the approval of the Compensation Committee and shall be reported to the full Board in due course; and

WHEREAS, Garrett Voss shall continue to serve as Chief Financial Officer and Executive Director of the Company, Nadine Khalil shall continue to serve as General Counsel and Corporate Secretary of the Company, and all other officers of the Company shall continue in their respective positions and capacities, without interruption, unless and until the Board or the appropriate officer of the Company determines otherwise; and

WHEREAS, the Board has determined, after due consideration and in the exercise of its fiduciary duties, that the actions set forth in the resolutions below are in the best interests of the Company and its shareholders.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that the following resolutions are hereby adopted by the Board:

Resolution 1 — Acceptance of Marcus Vane's Resignation as Chief Executive Officer

RESOLVED, that the Board of Directors hereby formally accepts the resignation of Marcus Vane from the office of Chief Executive Officer of Aurelius Global Media Group PLC, such resignation being effective immediately as of March 8, 2024, and the Board acknowledges that the office of Chief Executive Officer is hereby vacant as of such date and time.

FURTHER RESOLVED, that the Board expresses its deep appreciation and gratitude to Mr. Vane for his distinguished service to the Company as Chief Executive Officer since 2016, during which period he provided transformative leadership that guided the Company through a critical period of strategic evolution, including the successful pivot to streaming and digital content, the expansion and maturation of the Company's e-commerce and merchandising operations, and the strengthening of the Company's global brand and market position. The Board wishes Mr. Vane well in his future endeavors.

FURTHER RESOLVED, that the Board hereby authorizes and directs Nadine Khalil, in her capacity as General Counsel and Corporate Secretary, in coordination with the Chief Financial Officer and such outside counsel and advisors as she may deem necessary, to process and administer Mr. Vane's severance payments and benefits in accordance with the terms and conditions of the Vane Employment Agreement, in the aggregate amount of Fourteen Million Eight Hundred Thousand Dollars ($14,800,000), comprised of (i) a cash payment equal to two times (2×) his annual base salary of $2,400,000, totaling $4,800,000, (ii) a cash payment equal to two times (2×) his target annual cash bonus of $2,400,000, totaling $4,800,000, and (iii) accelerated vesting of outstanding equity awards with an aggregate estimated value of $5,200,000, subject in each case to Mr. Vane's timely execution and non-revocation of a general release of claims in favor of the Company and its affiliates as required under the Vane Employment Agreement, and subject to all applicable tax withholding and reporting obligations.

FURTHER RESOLVED, that the Board notes and reaffirms Mr. Vane's continuing obligations under the non-competition covenant set forth in Section 9(a) of the Vane Employment Agreement, which restricts Mr. Vane from engaging in certain competitive activities for a period of eighteen (18) months following the effective date of his resignation, commencing on March 8, 2024, and expiring on September 8, 2025, and the Board hereby authorizes and directs the General Counsel to monitor compliance with such covenant and to take such enforcement actions as may be necessary or appropriate to protect the Company's interests.

Resolution 2 — Designation of Priya Nair-Whitfield as Interim Chief Executive Officer

RESOLVED, that Priya Nair-Whitfield is hereby designated as Interim Chief Executive Officer of Aurelius Global Media Group PLC, effective immediately as of March 8, 2024. Ms. Nair-Whitfield shall serve in such capacity on an interim and temporary basis until the earliest to occur of: (a) the appointment of a permanent Chief Executive Officer by the Board following the completion of a formal CEO succession process; (b) Ms. Nair-Whitfield's resignation or removal from the position of Interim Chief Executive Officer; or (c) such other date as the Board may determine in its sole and absolute discretion.

FURTHER RESOLVED, that during the period of her service as Interim Chief Executive Officer, Ms. Nair-Whitfield shall continue to hold and exercise her existing positions as Chief Operating Officer and Executive Director of the Company concurrently, retaining all duties, responsibilities, and authority attendant to such positions, unless and until the Board determines otherwise.

FURTHER RESOLVED, that Ms. Nair-Whitfield's designation as Interim Chief Executive Officer shall be effective for all purposes under the Company's Certificate of Incorporation, Bylaws, and all applicable contracts, agreements, plans, and arrangements of the Company and its subsidiaries that reference the "Chief Executive Officer" or the "principal executive officer" of the Company, subject to the limitations on authority set forth in these resolutions.

Resolution 3 — Scope of Interim Authority

RESOLVED, that in her capacity as Interim Chief Executive Officer, Priya Nair-Whitfield shall have the authority and responsibility to:

(a) manage and oversee the day-to-day operations and affairs of the Company and its direct and indirect subsidiaries, exercising the general powers of management typically vested in the office of Chief Executive Officer of a public company of comparable size and complexity;

(b) serve as the principal executive officer of the Company for all purposes under the rules and regulations of the SEC, including without limitation for purposes of certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and for all purposes under the NYSE Listed Company Manual and any other applicable exchange or regulatory requirements;

(c) execute, deliver, and perform contracts, agreements, instruments, documents, certificates, and other writings on behalf of the Company in the ordinary course of business, and to delegate such signing authority to other officers and employees of the Company as she deems appropriate and consistent with the Company's existing delegation of authority policies;

(d) represent the Company in dealings with shareholders, institutional investors, financial analysts, regulators, governmental authorities, customers, content partners, vendors, and other third parties, and to serve as the Company's principal spokesperson in coordination with the Company's investor relations and corporate communications functions;

(e) preside over the Company's senior management team and executive committee, set the agenda for senior management meetings, and direct the work of the Company's officers and employees in the ordinary course of business;

(f) make all operational and business decisions consistent with the Company's existing strategic plan and annual operating budget as approved by the Board, including decisions relating to programming and content acquisition, technology investments, marketing and advertising strategies, personnel matters (subject to the limitations set forth below), and other matters arising in the ordinary course; and

(g) report directly to the Board and to Dame Elspeth Greenvale in her capacity as Independent Non-Executive Chair, and to keep the Board informed of all material developments, risks, and opportunities affecting the Company.

FURTHER RESOLVED, that notwithstanding the foregoing grant of authority, the following actions shall require the prior approval of the Board (or, where applicable, the relevant committee of the Board) before being taken or authorized by the Interim Chief Executive Officer:

(i) any acquisition, disposition, merger, joint venture, strategic investment, or similar transaction involving consideration or value in excess of Fifty Million Dollars ($50,000,000), whether in a single transaction or a series of related transactions;

(ii) the incurrence of any new material indebtedness, credit facility, or guarantee in excess of Twenty-Five Million Dollars ($25,000,000), whether in a single instrument or a series of related instruments, other than drawdowns under existing revolving credit facilities in the ordinary course of business;

(iii) the entry into any employment agreement, offer letter, or compensation arrangement with any individual providing for annual base compensation in excess of One Million Dollars ($1,000,000), or the termination of any executive officer of the Company;

(iv) any material deviation from the Board-approved annual operating budget for fiscal year 2024 or from the Company's existing strategic plan, including without limitation any material change in the Company's capital allocation strategy, dividend policy, or share repurchase program;

(v) any material response to the pending activist campaign by Corvus Peak Capital Partners LP, including without limitation (A) any public statements, press releases, or SEC filings that are directly responsive to Corvus Peak's demands, director nominations, or public communications, (B) any settlement discussions, negotiations, or agreements with Corvus Peak or its representatives, directors nominees, advisors, or affiliates, and (C) any engagement with proxy advisory firms (including Cobalt Ridge Solutions and Westmark Solutions) regarding the Corvus Peak activist campaign, all of which shall be coordinated with and approved by the Independent Non-Executive Chair, Dame Elspeth Greenvale, and any special committee of the Board that may be designated for such purpose; and

(vi) the engagement, retention, or termination of any external advisor, consultant, investment bank, law firm, or other professional service provider where the expected fees and expenses are reasonably anticipated to exceed Five Hundred Thousand Dollars ($500,000) in the aggregate.

FURTHER RESOLVED, that the foregoing limitations on authority are not intended to be exhaustive, and the Board retains the right to impose additional limitations or conditions on the Interim CEO's authority at any time, by resolution duly adopted, as the Board may deem appropriate in the exercise of its fiduciary duties.

Resolution 4 — Interim Compensation Adjustment

RESOLVED, that pending the completion of a comprehensive review by the Compensation Committee, in consultation with the Company's independent compensation consultant, Brackenridge Howard Associates Inc., the Board hereby approves the following interim compensation adjustments for Priya Nair-Whitfield in connection with her designation as Interim Chief Executive Officer, effective as of March 8, 2024:

(a) Interim Monthly Supplemental Cash Payment. Ms. Nair-Whitfield shall receive an interim monthly supplemental cash payment of Fifty Thousand Dollars ($50,000) (the "Interim Supplemental Payment"), payable in accordance with the Company's regular payroll schedule, reflecting the additional responsibilities and demands of the Interim Chief Executive Officer role. The Interim Supplemental Payment shall continue for the duration of the interim period, commencing on March 8, 2024, and terminating on the date on which Ms. Nair-Whitfield's service as Interim Chief Executive Officer ceases for any reason. Such payment shall be prorated for any partial month of service.

(b) CEO-Level Annual Cash Bonus Eligibility. Ms. Nair-Whitfield shall be eligible for the annual cash bonus at the CEO-level target, as determined and approved by the Compensation Committee. The Compensation Committee shall determine the applicable target amount, performance metrics, and other terms and conditions of such bonus opportunity on the basis of a compensation benchmarking study to be conducted by Brackenridge Howard Associates Inc., and shall report its determination to the full Board.

(c) Equity Compensation. No adjustment to Ms. Nair-Whitfield's existing equity compensation shall be made at this time. All outstanding equity awards held by Ms. Nair-Whitfield, including restricted stock units, performance share units, and stock options, shall continue to vest and be administered in accordance with the terms of the applicable award agreements and the Aurelius Global Media Group PLC 2020 Omnibus Equity Incentive Plan. The Compensation Committee shall address any equity compensation matters relating to Ms. Nair-Whitfield's role as Interim Chief Executive Officer, and any equity awards that may be appropriate in connection with the permanent CEO appointment, at the appropriate time.

FURTHER RESOLVED, that all existing compensation arrangements for Ms. Nair-Whitfield under her current Chief Operating Officer employment agreement, dated as of June 1, 2020, as amended (the "COO Employment Agreement"), shall remain in full force and effect and shall not be modified, amended, or superseded except as expressly set forth in these resolutions. In the event of any conflict between the terms of the COO Employment Agreement and the interim compensation adjustments set forth herein, the terms of these resolutions shall control during the interim period.

FURTHER RESOLVED, that the Compensation Committee is hereby directed to complete its review of appropriate compensation for Ms. Nair-Whitfield in her capacity as Interim Chief Executive Officer, including the engagement of Brackenridge Howard Associates Inc. for a comprehensive benchmarking analysis, and to report its findings and recommendations to the full Board within sixty (60) days of the date hereof, or as soon as practicable thereafter.

Resolution 5 — Reporting and Oversight

RESOLVED, that during the period of her service as Interim Chief Executive Officer, Priya Nair-Whitfield shall report directly to the Board and to Dame Elspeth Greenvale in her capacity as Independent Non-Executive Chair. Ms. Nair-Whitfield shall be available to consult with Dame Elspeth Greenvale on all material matters affecting the Company and shall promptly inform the Non-Executive Chair of any significant developments, emerging risks, or time-sensitive decisions.

FURTHER RESOLVED, that Ms. Nair-Whitfield shall provide the Board with regular written updates on Company operations, financial performance, key business metrics, and material developments, no less frequently than every two (2) weeks (bi-weekly) during the interim period, in such form and detail as the Board or the Non-Executive Chair may reasonably request. Such written updates shall include, at a minimum, (i) a summary of significant operational and financial developments, (ii) an update on the status of any pending material transactions or litigation, (iii) an update on the Corvus Peak activist situation, and (iv) such other information as the Board may request from time to time.

FURTHER RESOLVED, that the Board retains full oversight authority over the Interim Chief Executive Officer and may, at any time and in its sole discretion, modify, expand, restrict, or revoke the scope of the Interim CEO's authority, impose additional reporting requirements, or take such other actions as the Board deems necessary or appropriate in the exercise of its fiduciary duties. Nothing in these resolutions shall be construed to limit or diminish the Board's plenary authority to manage and direct the business and affairs of the Company.

Resolution 6 — Public Disclosure

RESOLVED, that the Board hereby authorizes and directs Nadine Khalil, in her capacity as General Counsel and Corporate Secretary, to take the following actions in connection with the disclosure of the CEO transition, with such modifications and supplements as she may deem necessary or advisable in consultation with outside counsel:

(a) SEC Filings. To prepare, or cause to be prepared, and to file, or cause to be filed, a Current Report on Form 8-K with the SEC, disclosing (i) the resignation of Marcus Vane from the office of Chief Executive Officer effective March 8, 2024, and (ii) the designation of Priya Nair-Whitfield as Interim Chief Executive Officer effective March 8, 2024, together with such biographical information, compensation details, and other disclosures as may be required under Items 5.02 and 9.01 of Form 8-K and the rules and regulations of the SEC, including Regulation S-K, such filing to be made within the time periods required by applicable SEC rules;

(b) London Stock Exchange and FCA Disclosures. To make, or cause to be made, corresponding disclosures to the London Stock Exchange and the FCA as required under the FCA's Disclosure Guidance and Transparency Rules, including but not limited to any notifications required under DTR 6 and any applicable provisions of the Listing Rules, and to coordinate such disclosures with the Company's UK-based advisors as appropriate;

(c) Press Release. To issue, or cause to be issued, a press release announcing the CEO transition, in substantially the form to be prepared by the Company's corporate communications team and approved by Dame Elspeth Greenvale, Independent Non-Executive Chair, prior to issuance. The press release shall include the announcement of Mr. Vane's resignation, the designation of Ms. Nair-Whitfield as Interim CEO, a statement regarding the Board's intent to conduct a formal and comprehensive CEO succession process, and an expression of confidence in the Company's leadership team and strategic direction. A copy of such press release, once finalized and approved, shall be attached hereto as Exhibit A;

(d) NYSE Notification. To provide, or cause to be provided, appropriate notification to the NYSE as required under the NYSE Listed Company Manual, including any notifications required in connection with a change in the Company's principal executive officer; and

(e) Other Notifications. To provide, or cause to be provided, such notifications as may be required or appropriate to (i) Atlas Shareholder Services Inc., in its capacity as the Company's transfer agent and registrar, (ii) Helmsley Indemnity Corp., in its capacity as the Company's directors and officers liability insurer under Policy No. HIC-DOL-2024-009347, and (iii) such other parties as the General Counsel may determine are entitled to notice of the CEO transition under applicable contracts, agreements, or regulatory requirements.

Resolution 7 — Preservation of CEO Search Process

RESOLVED, that the Board expressly confirms and declares that the designation of Priya Nair-Whitfield as Interim Chief Executive Officer pursuant to these resolutions does not constitute, and shall not be interpreted as, a decision or determination by the Board regarding the permanent appointment of a Chief Executive Officer of the Company. The interim designation is intended solely to provide immediate executive leadership continuity during the period in which the Board develops and executes a formal CEO succession process.

FURTHER RESOLVED, that the Board intends, in due course, to authorize a formal, comprehensive, and rigorous CEO succession process, which may include, among other steps, (i) the establishment of a dedicated CEO Search Committee of the Board, (ii) the engagement of a nationally recognized executive search firm, (iii) the development and application of a detailed position specification and candidate evaluation framework, and (iv) the evaluation of both internal and external candidates for the permanent position of Chief Executive Officer, including but not limited to Ms. Nair-Whitfield.

FURTHER RESOLVED, that no inference shall be drawn from the interim designation of Ms. Nair-Whitfield, or from any aspect of these resolutions, as to the Board's preferences, inclinations, or predeterminations regarding the ultimate selection of a permanent Chief Executive Officer. The Board shall approach the permanent CEO selection process with an open mind, free from any predetermination, and shall select the candidate whom it determines, in the exercise of its fiduciary duties, to be best suited to lead the Company in the long term.

Resolution 8 — Engagement of Independent Governance Counsel

RESOLVED, that in light of the vacancy in the office of Chief Executive Officer, the pending activist campaign by Corvus Peak Capital Partners LP, and the significant fiduciary obligations of the Board in connection with both the CEO succession process and the Company's response to the activist campaign, the Board hereby authorizes Dame Elspeth Greenvale, in her capacity as Independent Non-Executive Chair, to engage independent governance counsel to advise the Board on matters relating to (i) the Board's fiduciary duties in the context of the CEO transition and succession process, (ii) corporate governance best practices, (iii) the development and execution of a formal CEO search process, and (iv) the Board's strategy and response to the Corvus Peak activist campaign, including any proxy contest or related proceedings.

FURTHER RESOLVED, that Dame Elspeth Greenvale is authorized to negotiate and execute an engagement letter with such independent governance counsel on terms that she determines, in consultation with the General Counsel, to be reasonable and appropriate, subject to the Board's existing policies regarding the retention of outside advisors. The fees and expenses of such counsel shall be borne by the Company.

FURTHER RESOLVED, that the Board notes that it is anticipated that Calderwood & Harkness LLP will be engaged as independent governance counsel pursuant to this resolution, and that such engagement is expected to be formalized on or about March 12, 2024. The Board confirms that nothing in these resolutions shall be construed to limit the authority of the Non-Executive Chair or the Board to engage additional counsel or advisors as the Board may deem necessary or appropriate.

Resolution 9 — General Authorization

RESOLVED, that the officers of the Company, and each of them acting alone, are hereby authorized, empowered, and directed to take any and all such further actions, and to execute, deliver, and file any and all such further agreements, instruments, documents, certificates, notices, consents, filings, and other writings, in the name of and on behalf of the Company, as any such officer may determine to be necessary, appropriate, or desirable in order to carry out the intent and purposes of the foregoing resolutions, the determination of such necessity, appropriateness, or desirability to be conclusively evidenced by such officer's execution and delivery thereof.

FURTHER RESOLVED, that any and all actions heretofore taken by any officer or director of the Company, or by any employee acting at the direction of any officer or director, that are consistent with the intent and purposes of these resolutions, are hereby ratified, confirmed, and approved in all respects as the valid and authorized actions of the Company.

FURTHER RESOLVED, that these resolutions shall remain in full force and effect until modified, amended, supplemented, or rescinded by subsequent action of the Board.

CONSENT AND EXECUTION

The undersigned directors of Aurelius Global Media Group PLC, constituting all of the members of the Board of Directors, hereby adopt the foregoing recitals and resolutions by unanimous written consent in lieu of a special meeting of the Board, pursuant to Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, effective as of March 8, 2024.

Note Regarding Interested Party: Priya Nair-Whitfield, as the individual designated as Interim Chief Executive Officer pursuant to these resolutions, is an interested party with respect to Resolutions 2, 3, and 4. Her consent is included below; however, the Board notes that the disinterested directors (being all directors other than Ms. Nair-Whitfield and Mr. Voss, who is an executive officer but has no personal interest in the resolutions) independently constitute a quorum and a majority of the Board sufficient to adopt these resolutions, and the disinterested directors have independently approved each of the foregoing resolutions. Ms. Nair-Whitfield's participation in this written consent does not affect the validity of the resolutions, and each resolution would have been duly adopted without her consent.

Dame Elspeth Greenvale Independent Non-Executive Chair

By: ________

Date: ________

Priya Nair-Whitfield Chief Operating Officer and Executive Director

By: ________

Date: ________

Tobias Kessler Independent Non-Executive Director

By: ________

Date: ________

Lucinda Farrow-Grant Independent Non-Executive Director

By: ________

Date: ________

Reginald Osei Independent Non-Executive Director

By: ________

Date: ________

Sofia Delgado-Ríos Independent Non-Executive Director

By: ________

Date: ________

Hugh Pemberton Non-Executive Director

By: ________

Date: ________

Dr. Anwen Llewellyn Independent Non-Executive Director

By: ________

Date: ________

Garrett Voss Chief Financial Officer and Executive Director

By: ________

Date: ________

ATTESTATION OF THE CORPORATE SECRETARY

I, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, hereby attest that the foregoing resolutions were duly adopted by unanimous written consent of the Board of Directors of the Company in lieu of a special meeting, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, effective as of March 8, 2024. I further attest that the signed consents of all members of the Board have been received and are maintained in the corporate records of the Company at its principal executive offices.

ATTESTED:

By: ________

Name: Nadine Khalil

Title: General Counsel and Corporate Secretary

Date: March 8, 2024

EXHIBIT A

FORM OF PRESS RELEASE

Form of press release to be attached hereto as Exhibit A upon approval by Dame Elspeth Greenvale, Independent Non-Executive Chair.

The press release shall include the following key elements:

• Announcement of the resignation of Marcus Vane from the position of Chief Executive Officer, effective March 8, 2024, citing personal and family considerations.

• Announcement of the designation of Priya Nair-Whitfield as Interim Chief Executive Officer, effective March 8, 2024, with a summary of her qualifications and background.

• Statement by Dame Elspeth Greenvale, Independent Non-Executive Chair, regarding the Board's intent to conduct a formal and comprehensive CEO succession process, to include consideration of both internal and external candidates.

• Statement expressing the Board's confidence in the Company's leadership team, strategic direction, and operational momentum.

• Inclusion of appropriate forward-looking statements disclaimers and cautionary language as required by the Private Securities Litigation Reform Act of 1995.

• Contact information for the Company's investor relations and media relations functions.

[Exhibit A to be finalized and attached prior to filing]

EXHIBIT B

SUMMARY OF MARCUS VANE SEVERANCE TERMS

The following is a summary of the severance payments and benefits to which Marcus Vane is entitled pursuant to the terms of his Amended and Restated Employment Agreement, dated as of January 15, 2022 (the "Vane Employment Agreement"), a complete copy of which is on file with the Corporate Secretary at the Company's principal executive offices.

Non-Competition Covenant:

Pursuant to Section 9(a) of the Vane Employment Agreement, Mr. Vane is subject to a non-competition restriction for a period of eighteen (18) months following the effective date of his resignation. The non-compete period commenced on March 8, 2024, and will expire on September 8, 2025. During the non-compete period, Mr. Vane is prohibited from directly or indirectly engaging in, or providing services to, any business that competes with the Company's principal business activities in any geographic market in which the Company operates or has concrete plans to operate as of the date of his resignation.

Conditions to Payment:

All severance payments and benefits described above are conditioned upon (i) Mr. Vane's timely execution and non-revocation of a general release of claims in the form prescribed by the Vane Employment Agreement, (ii) Mr. Vane's continued compliance with the restrictive covenants set forth in Sections 8 and 9 of the Vane Employment Agreement, including non-competition, non-solicitation, and confidentiality obligations, and (iii) Mr. Vane's return of all Company property and materials as required under the Vane Employment Agreement.

Reference Document:

Amended and Restated Employment Agreement between Aurelius Global Media Group PLC and Marcus Vane, dated January 15, 2022 (full copy on file with the Corporate Secretary, Nadine Khalil, at the Company's principal executive offices, 14 Sceptre Row, London EC2V 7QN, United Kingdom, and at the Company's U.S. offices).

Prepared by Calderwood & Harkness LLP, 787 Seventh Avenue, New York, NY 10019. Matter No. 1017-00002. This document is protected by the attorney-client privilege and the work product doctrine and is intended solely for the use of the Board of Directors of Aurelius Global Media Group PLC. Any unauthorized disclosure, copying, or distribution of this document is strictly prohibited.

Component	Calculation	Amount
Cash Severance — Base Salary	2× annual base salary of $2,400,000	$4,800,000
Cash Severance — Target Bonus	2× target annual cash bonus of $2,400,000	$4,800,000
Accelerated Equity Vesting	Acceleration of unvested equity awards	$5,200,000 (estimated)
Total Severance	$14,800,000

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE — ATTORNEY WORK PRODUCT
Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019 Matter No. 1017-00002
RESOLUTIONS OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC
Designation of Interim Chief Executive Officer
Adopted by Unanimous Written Consent in Lieu of a Special Meeting
March 8, 2024
The undersigned, being all of the members of the Board of Directors (the "Board") of Aurelius Global Media Group PLC, a Delaware public limited company (the "Company" or "AGMG"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, hereby adopt the following recitals and resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of March 8, 2024:
RECITALS
WHEREAS, Aurelius Global Media Group PLC is a public limited company duly organized and existing under the laws of the State of Delaware, with its original Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 14, 2009, assigned Delaware File Number 4827193, as thereafter amended and restated (the "Certificate of Incorporation"), and registered as an overseas company in England and Wales pursuant to Part 34 of the Companies Act 2006, with its principal executive offices located at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and its Employer Identification Number being 26-4831097; and
WHEREAS, the Company's ordinary shares are listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "AGMG" and are admitted to the premium segment of the Official List maintained by the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L," and the Company is accordingly subject to the regulatory requirements applicable to issuers listed on each such exchange, including the rules and regulations of the United States Securities and Exchange Commission (the "SEC"), the NYSE Listed Company Manual, and the FCA's Listing Rules and Disclosure Guidance and Transparency Rules (the "DTRs"); and
WHEREAS, the Company's registered agent in the State of Delaware is Pinnacle Corporate Services Inc., located at 1209 Orange Street, Wilmington, Delaware 19801; and
WHEREAS, the Board is authorized and empowered, under Article V of the Company's Restated Certificate of Incorporation (as amended), Article IV of the Company's Amended and Restated Bylaws (each effective as of March 22, 2022, the "Bylaws"), and Section 142 of the DGCL, to appoint officers of the Company, to determine and prescribe the titles, duties, authority, and compensation of such officers, and to fill any vacancy in any office of the Company, whether arising from resignation, removal, death, or any other cause, and the Board has previously exercised such authority in the appointment of the Company's executive officers from time to time; and
WHEREAS, Marcus Vane, age 59, has served as Chief Executive Officer and Executive Director of the Company since his appointment to those positions in 2016, during which time he has provided substantial leadership to the Company through a period of significant transformation and growth, including the Company's strategic pivot toward streaming and digital content, the expansion of its e-commerce and merchandising operations, and the strengthening of its live entertainment and events business; and
WHEREAS, on March 8, 2024, Marcus Vane tendered his resignation from the position of Chief Executive Officer of the Company, effective immediately, citing personal and family considerations as the basis for his decision, and such resignation has created an immediate vacancy in the office of Chief Executive Officer; and
WHEREAS, Mr. Vane's resignation from the office of Chief Executive Officer is separate from, and does not automatically affect, his status as an Executive Director of the Company, and the Board will address any change to Mr. Vane's position as an Executive Director in a separate proceeding or resolution as may be appropriate under applicable law and the Company's governing instruments; and
WHEREAS, pursuant to the terms of Mr. Vane's Amended and Restated Employment Agreement, dated as of January 15, 2022 (the "Vane Employment Agreement"), Mr. Vane is entitled to certain severance payments and benefits upon his resignation without "Good Reason" (as defined therein), including severance in the aggregate amount of Fourteen Million Eight Hundred Thousand Dollars ($14,800,000), comprised of (i) a cash payment equal to two times (2×) his annual base salary of $2,400,000, totaling $4,800,000, (ii) a cash payment equal to two times (2×) his target annual cash bonus of $2,400,000, totaling $4,800,000, and (iii) accelerated vesting of outstanding equity awards with an aggregate estimated value of $5,200,000, all subject to the terms and conditions set forth in the Vane Employment Agreement, including Mr. Vane's execution of a general release of claims in favor of the Company; and
WHEREAS, Mr. Vane remains subject to a non-competition covenant under Section 9(a) of the Vane Employment Agreement, restricting him from engaging in competitive activities for a period of eighteen (18) months following the date of his resignation, such non-compete period commencing on March 8, 2024, and expiring on September 8, 2025, and such covenant shall be enforced in accordance with its terms; and
WHEREAS, the Company requires immediate and uninterrupted executive leadership at the Chief Executive Officer level, and the Board has determined that the designation of an Interim Chief Executive Officer is necessary and appropriate in light of, among other considerations, the following:
(a) the scale and complexity of the Company's significant global operations, spanning four principal business segments: (i) Streaming & Digital Content, which accounted for approximately forty-two percent (42%) of the Company's fiscal year 2023 consolidated revenue of $4.37 billion, representing approximately $1,835.4 million; (ii) Live Entertainment & Events, which accounted for approximately twenty-four percent (24%) of such revenue, representing approximately $1,048.8 million; (iii) E-Commerce & Merchandising, which accounted for approximately nineteen percent (19%) of such revenue, representing approximately $830.3 million; and (iv) Advertising & Brand Partnerships, which accounted for approximately fifteen percent (15%) of such revenue, representing approximately $655.5 million;
(b) the Company's global workforce of approximately 23,400 employees across operations in multiple jurisdictions worldwide;
(c) the Company's market capitalization of approximately £6.82 billion (equivalent to approximately $8.65 billion at an exchange rate of $1.2683 per pound sterling) as of March 1, 2024, reflecting the significant responsibility entrusted to the Company's executive leadership by its shareholders;
(d) the Company's fiscal year 2023 EBITDA of $812 million, representing an EBITDA margin of approximately 18.6%, and the importance of maintaining strong operational and financial performance during any leadership transition;
(e) the pending activist campaign by Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership, which filed an initial Schedule 13D with the SEC on January 18, 2024, disclosing beneficial ownership of approximately 6.1% of the Company's outstanding ordinary shares, and which subsequently filed an Amendment No. 1 to Schedule 13D on February 26, 2024, disclosing that its beneficial ownership had increased to approximately 8.7% of the Company's outstanding ordinary shares, representing approximately 35,896,200 of the 412,600,000 shares outstanding as of such date;
(f) Corvus Peak's demand letter to the Board, dated February 12, 2024, which set forth certain operational and governance criticisms and demands (the "Corvus Peak Demand Letter"), and Corvus Peak's formal submission to the Corporate Secretary on March 1, 2024, of director nominations for election at the Company's 2024 Annual General Meeting of Shareholders, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu as candidates for election to the Board (the "Corvus Peak Nominees"); and
(g) the critical need to maintain the confidence and trust of the Company's shareholders, customers, content partners, advertisers, employees, and other stakeholders during this period of executive leadership transition, and to ensure that the Company presents a unified and stable leadership profile to the market;
; and
WHEREAS, the Board has carefully considered the qualifications of the Company's senior management team and has determined that Priya Nair-Whitfield, age 48, who currently serves as Chief Operating Officer and Executive Director of the Company, is the individual best suited and most qualified to serve as Interim Chief Executive Officer during this transitional period, based upon the following considerations:
(a) Ms. Nair-Whitfield has been continuously employed by the Company since 2012, a period of twelve (12) years, during which she has held positions of progressively increasing responsibility and authority;
(b) Ms. Nair-Whitfield initially joined the Company in 2012 as Senior Vice President of Digital Strategy, where she played an instrumental role in the development and implementation of the Company's digital transformation initiatives;
(c) Ms. Nair-Whitfield was promoted to Executive Vice President of Streaming in 2017, in which capacity she led the development, launch, and initial scaling of the Company's direct-to-consumer streaming platform, "Luminos," which launched commercially in 2019 and has since grown to become the largest revenue-generating platform within the Company's Streaming & Digital Content segment;
(d) Ms. Nair-Whitfield was appointed Chief Operating Officer and Executive Director of the Company in 2020, and in such capacity has had direct oversight responsibility over each of the Company's four principal business segments, as well as the Company's global operations, technology infrastructure, and human capital functions;
(e) Ms. Nair-Whitfield holds a Master of Business Administration degree from Ashford Business School and an undergraduate degree from Imperial College London; and
(f) Ms. Nair-Whitfield possesses deep operational knowledge, extensive institutional familiarity, and strong relationships with the Company's employees, content partners, customers, and investors, and is the member of the Company's current senior management team best positioned to provide continuity, stability, and effective leadership during the interim period;
; and
WHEREAS, the Board intends to designate Ms. Nair-Whitfield as Interim Chief Executive Officer on a temporary basis only, pending the completion of a formal, comprehensive Chief Executive Officer succession process to be authorized by the Board at a future date, and such interim designation is expressly not intended to predetermine, prejudice, or otherwise influence the outcome of any such formal CEO succession process; and
WHEREAS, the Board expressly reserves its full and complete authority to conduct an open, thorough, and fair CEO search process and to consider both internal and external candidates for the permanent position of Chief Executive Officer, including but not limited to Ms. Nair-Whitfield; and
WHEREAS, during the period of her service as Interim Chief Executive Officer, Ms. Nair-Whitfield shall continue to serve concurrently in her existing positions as Chief Operating Officer and Executive Director of the Company, unless and until the Board determines otherwise in its sole discretion; and
WHEREAS, the Board's Compensation Committee (the "Compensation Committee") will undertake a comprehensive review of appropriate interim compensation adjustments for Ms. Nair-Whitfield in her expanded role, in consultation with the Company's independent compensation consultant, Brackenridge Howard Associates Inc. ("Brackenridge Howard"), under the direction of Miriam Estabrook, Lead Consultant, and any interim compensation adjustment shall be subject to the approval of the Compensation Committee and shall be reported to the full Board in due course; and
WHEREAS, Garrett Voss shall continue to serve as Chief Financial Officer and Executive Director of the Company, Nadine Khalil shall continue to serve as General Counsel and Corporate Secretary of the Company, and all other officers of the Company shall continue in their respective positions and capacities, without interruption, unless and until the Board or the appropriate officer of the Company determines otherwise; and
WHEREAS, the Board has determined, after due consideration and in the exercise of its fiduciary duties, that the actions set forth in the resolutions below are in the best interests of the Company and its shareholders.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, that the following resolutions are hereby adopted by the Board:
Resolution 1 — Acceptance of Marcus Vane's Resignation as Chief Executive Officer
RESOLVED, that the Board of Directors hereby formally accepts the resignation of Marcus Vane from the office of Chief Executive Officer of Aurelius Global Media Group PLC, such resignation being effective immediately as of March 8, 2024, and the Board acknowledges that the office of Chief Executive Officer is hereby vacant as of such date and time.
FURTHER RESOLVED, that the Board expresses its deep appreciation and gratitude to Mr. Vane for his distinguished service to the Company as Chief Executive Officer since 2016, during which period he provided transformative leadership that guided the Company through a critical period of strategic evolution, including the successful pivot to streaming and digital content, the expansion and maturation of the Company's e-commerce and merchandising operations, and the strengthening of the Company's global brand and market position. The Board wishes Mr. Vane well in his future endeavors.
FURTHER RESOLVED, that the Board hereby authorizes and directs Nadine Khalil, in her capacity as General Counsel and Corporate Secretary, in coordination with the Chief Financial Officer and such outside counsel and advisors as she may deem necessary, to process and administer Mr. Vane's severance payments and benefits in accordance with the terms and conditions of the Vane Employment Agreement, in the aggregate amount of Fourteen Million Eight Hundred Thousand Dollars ($14,800,000), comprised of (i) a cash payment equal to two times (2×) his annual base salary of $2,400,000, totaling $4,800,000, (ii) a cash payment equal to two times (2×) his target annual cash bonus of $2,400,000, totaling $4,800,000, and (iii) accelerated vesting of outstanding equity awards with an aggregate estimated value of $5,200,000, subject in each case to Mr. Vane's timely execution and non-revocation of a general release of claims in favor of the Company and its affiliates as required under the Vane Employment Agreement, and subject to all applicable tax withholding and reporting obligations.
FURTHER RESOLVED, that the Board notes and reaffirms Mr. Vane's continuing obligations under the non-competition covenant set forth in Section 9(a) of the Vane Employment Agreement, which restricts Mr. Vane from engaging in certain competitive activities for a period of eighteen (18) months following the effective date of his resignation, commencing on March 8, 2024, and expiring on September 8, 2025, and the Board hereby authorizes and directs the General Counsel to monitor compliance with such covenant and to take such enforcement actions as may be necessary or appropriate to protect the Company's interests.
Resolution 2 — Designation of Priya Nair-Whitfield as Interim Chief Executive Officer
RESOLVED, that Priya Nair-Whitfield is hereby designated as Interim Chief Executive Officer of Aurelius Global Media Group PLC, effective immediately as of March 8, 2024. Ms. Nair-Whitfield shall serve in such capacity on an interim and temporary basis until the earliest to occur of: (a) the appointment of a permanent Chief Executive Officer by the Board following the completion of a formal CEO succession process; (b) Ms. Nair-Whitfield's resignation or removal from the position of Interim Chief Executive Officer; or (c) such other date as the Board may determine in its sole and absolute discretion.
FURTHER RESOLVED, that during the period of her service as Interim Chief Executive Officer, Ms. Nair-Whitfield shall continue to hold and exercise her existing positions as Chief Operating Officer and Executive Director of the Company concurrently, retaining all duties, responsibilities, and authority attendant to such positions, unless and until the Board determines otherwise.
FURTHER RESOLVED, that Ms. Nair-Whitfield's designation as Interim Chief Executive Officer shall be effective for all purposes under the Company's Certificate of Incorporation, Bylaws, and all applicable contracts, agreements, plans, and arrangements of the Company and its subsidiaries that reference the "Chief Executive Officer" or the "principal executive officer" of the Company, subject to the limitations on authority set forth in these resolutions.
Resolution 3 — Scope of Interim Authority
RESOLVED, that in her capacity as Interim Chief Executive Officer, Priya Nair-Whitfield shall have the authority and responsibility to:
(a) manage and oversee the day-to-day operations and affairs of the Company and its direct and indirect subsidiaries, exercising the general powers of management typically vested in the office of Chief Executive Officer of a public company of comparable size and complexity;
(b) serve as the principal executive officer of the Company for all purposes under the rules and regulations of the SEC, including without limitation for purposes of certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and for all purposes under the NYSE Listed Company Manual and any other applicable exchange or regulatory requirements;
(c) execute, deliver, and perform contracts, agreements, instruments, documents, certificates, and other writings on behalf of the Company in the ordinary course of business, and to delegate such signing authority to other officers and employees of the Company as she deems appropriate and consistent with the Company's existing delegation of authority policies;
(d) represent the Company in dealings with shareholders, institutional investors, financial analysts, regulators, governmental authorities, customers, content partners, vendors, and other third parties, and to serve as the Company's principal spokesperson in coordination with the Company's investor relations and corporate communications functions;
(e) preside over the Company's senior management team and executive committee, set the agenda for senior management meetings, and direct the work of the Company's officers and employees in the ordinary course of business;
(f) make all operational and business decisions consistent with the Company's existing strategic plan and annual operating budget as approved by the Board, including decisions relating to programming and content acquisition, technology investments, marketing and advertising strategies, personnel matters (subject to the limitations set forth below), and other matters arising in the ordinary course; and
(g) report directly to the Board and to Dame Elspeth Greenvale in her capacity as Independent Non-Executive Chair, and to keep the Board informed of all material developments, risks, and opportunities affecting the Company.
FURTHER RESOLVED, that notwithstanding the foregoing grant of authority, the following actions shall require the prior approval of the Board (or, where applicable, the relevant committee of the Board) before being taken or authorized by the Interim Chief Executive Officer:
(i) any acquisition, disposition, merger, joint venture, strategic investment, or similar transaction involving consideration or value in excess of Fifty Million Dollars ($50,000,000), whether in a single transaction or a series of related transactions;
(ii) the incurrence of any new material indebtedness, credit facility, or guarantee in excess of Twenty-Five Million Dollars ($25,000,000), whether in a single instrument or a series of related instruments, other than drawdowns under existing revolving credit facilities in the ordinary course of business;
(iii) the entry into any employment agreement, offer letter, or compensation arrangement with any individual providing for annual base compensation in excess of One Million Dollars ($1,000,000), or the termination of any executive officer of the Company;
(iv) any material deviation from the Board-approved annual operating budget for fiscal year 2024 or from the Company's existing strategic plan, including without limitation any material change in the Company's capital allocation strategy, dividend policy, or share repurchase program;
(v) any material response to the pending activist campaign by Corvus Peak Capital Partners LP, including without limitation (A) any public statements, press releases, or SEC filings that are directly responsive to Corvus Peak's demands, director nominations, or public communications, (B) any settlement discussions, negotiations, or agreements with Corvus Peak or its representatives, directors nominees, advisors, or affiliates, and (C) any engagement with proxy advisory firms (including Cobalt Ridge Solutions and Westmark Solutions) regarding the Corvus Peak activist campaign, all of which shall be coordinated with and approved by the Independent Non-Executive Chair, Dame Elspeth Greenvale, and any special committee of the Board that may be designated for such purpose; and
(vi) the engagement, retention, or termination of any external advisor, consultant, investment bank, law firm, or other professional service provider where the expected fees and expenses are reasonably anticipated to exceed Five Hundred Thousand Dollars ($500,000) in the aggregate.
FURTHER RESOLVED, that the foregoing limitations on authority are not intended to be exhaustive, and the Board retains the right to impose additional limitations or conditions on the Interim CEO's authority at any time, by resolution duly adopted, as the Board may deem appropriate in the exercise of its fiduciary duties.
Resolution 4 — Interim Compensation Adjustment
RESOLVED, that pending the completion of a comprehensive review by the Compensation Committee, in consultation with the Company's independent compensation consultant, Brackenridge Howard Associates Inc., the Board hereby approves the following interim compensation adjustments for Priya Nair-Whitfield in connection with her designation as Interim Chief Executive Officer, effective as of March 8, 2024:
(a) Interim Monthly Supplemental Cash Payment. Ms. Nair-Whitfield shall receive an interim monthly supplemental cash payment of Fifty Thousand Dollars ($50,000) (the "Interim Supplemental Payment"), payable in accordance with the Company's regular payroll schedule, reflecting the additional responsibilities and demands of the Interim Chief Executive Officer role. The Interim Supplemental Payment shall continue for the duration of the interim period, commencing on March 8, 2024, and terminating on the date on which Ms. Nair-Whitfield's service as Interim Chief Executive Officer ceases for any reason. Such payment shall be prorated for any partial month of service.
(b) CEO-Level Annual Cash Bonus Eligibility. Ms. Nair-Whitfield shall be eligible for the annual cash bonus at the CEO-level target, as determined and approved by the Compensation Committee. The Compensation Committee shall determine the applicable target amount, performance metrics, and other terms and conditions of such bonus opportunity on the basis of a compensation benchmarking study to be conducted by Brackenridge Howard Associates Inc., and shall report its determination to the full Board.
(c) Equity Compensation. No adjustment to Ms. Nair-Whitfield's existing equity compensation shall be made at this time. All outstanding equity awards held by Ms. Nair-Whitfield, including restricted stock units, performance share units, and stock options, shall continue to vest and be administered in accordance with the terms of the applicable award agreements and the Aurelius Global Media Group PLC 2020 Omnibus Equity Incentive Plan. The Compensation Committee shall address any equity compensation matters relating to Ms. Nair-Whitfield's role as Interim Chief Executive Officer, and any equity awards that may be appropriate in connection with the permanent CEO appointment, at the appropriate time.
FURTHER RESOLVED, that all existing compensation arrangements for Ms. Nair-Whitfield under her current Chief Operating Officer employment agreement, dated as of June 1, 2020, as amended (the "COO Employment Agreement"), shall remain in full force and effect and shall not be modified, amended, or superseded except as expressly set forth in these resolutions. In the event of any conflict between the terms of the COO Employment Agreement and the interim compensation adjustments set forth herein, the terms of these resolutions shall control during the interim period.
FURTHER RESOLVED, that the Compensation Committee is hereby directed to complete its review of appropriate compensation for Ms. Nair-Whitfield in her capacity as Interim Chief Executive Officer, including the engagement of Brackenridge Howard Associates Inc. for a comprehensive benchmarking analysis, and to report its findings and recommendations to the full Board within sixty (60) days of the date hereof, or as soon as practicable thereafter.
Resolution 5 — Reporting and Oversight
RESOLVED, that during the period of her service as Interim Chief Executive Officer, Priya Nair-Whitfield shall report directly to the Board and to Dame Elspeth Greenvale in her capacity as Independent Non-Executive Chair. Ms. Nair-Whitfield shall be available to consult with Dame Elspeth Greenvale on all material matters affecting the Company and shall promptly inform the Non-Executive Chair of any significant developments, emerging risks, or time-sensitive decisions.
FURTHER RESOLVED, that Ms. Nair-Whitfield shall provide the Board with regular written updates on Company operations, financial performance, key business metrics, and material developments, no less frequently than every two (2) weeks (bi-weekly) during the interim period, in such form and detail as the Board or the Non-Executive Chair may reasonably request. Such written updates shall include, at a minimum, (i) a summary of significant operational and financial developments, (ii) an update on the status of any pending material transactions or litigation, (iii) an update on the Corvus Peak activist situation, and (iv) such other information as the Board may request from time to time.
FURTHER RESOLVED, that the Board retains full oversight authority over the Interim Chief Executive Officer and may, at any time and in its sole discretion, modify, expand, restrict, or revoke the scope of the Interim CEO's authority, impose additional reporting requirements, or take such other actions as the Board deems necessary or appropriate in the exercise of its fiduciary duties. Nothing in these resolutions shall be construed to limit or diminish the Board's plenary authority to manage and direct the business and affairs of the Company.
Resolution 6 — Public Disclosure
RESOLVED, that the Board hereby authorizes and directs Nadine Khalil, in her capacity as General Counsel and Corporate Secretary, to take the following actions in connection with the disclosure of the CEO transition, with such modifications and supplements as she may deem necessary or advisable in consultation with outside counsel:
(a) SEC Filings. To prepare, or cause to be prepared, and to file, or cause to be filed, a Current Report on Form 8-K with the SEC, disclosing (i) the resignation of Marcus Vane from the office of Chief Executive Officer effective March 8, 2024, and (ii) the designation of Priya Nair-Whitfield as Interim Chief Executive Officer effective March 8, 2024, together with such biographical information, compensation details, and other disclosures as may be required under Items 5.02 and 9.01 of Form 8-K and the rules and regulations of the SEC, including Regulation S-K, such filing to be made within the time periods required by applicable SEC rules;
(b) London Stock Exchange and FCA Disclosures. To make, or cause to be made, corresponding disclosures to the London Stock Exchange and the FCA as required under the FCA's Disclosure Guidance and Transparency Rules, including but not limited to any notifications required under DTR 6 and any applicable provisions of the Listing Rules, and to coordinate such disclosures with the Company's UK-based advisors as appropriate;
(c) Press Release. To issue, or cause to be issued, a press release announcing the CEO transition, in substantially the form to be prepared by the Company's corporate communications team and approved by Dame Elspeth Greenvale, Independent Non-Executive Chair, prior to issuance. The press release shall include the announcement of Mr. Vane's resignation, the designation of Ms. Nair-Whitfield as Interim CEO, a statement regarding the Board's intent to conduct a formal and comprehensive CEO succession process, and an expression of confidence in the Company's leadership team and strategic direction. A copy of such press release, once finalized and approved, shall be attached hereto as Exhibit A;
(d) NYSE Notification. To provide, or cause to be provided, appropriate notification to the NYSE as required under the NYSE Listed Company Manual, including any notifications required in connection with a change in the Company's principal executive officer; and
(e) Other Notifications. To provide, or cause to be provided, such notifications as may be required or appropriate to (i) Atlas Shareholder Services Inc., in its capacity as the Company's transfer agent and registrar, (ii) Helmsley Indemnity Corp., in its capacity as the Company's directors and officers liability insurer under Policy No. HIC-DOL-2024-009347, and (iii) such other parties as the General Counsel may determine are entitled to notice of the CEO transition under applicable contracts, agreements, or regulatory requirements.
Resolution 7 — Preservation of CEO Search Process
RESOLVED, that the Board expressly confirms and declares that the designation of Priya Nair-Whitfield as Interim Chief Executive Officer pursuant to these resolutions does not constitute, and shall not be interpreted as, a decision or determination by the Board regarding the permanent appointment of a Chief Executive Officer of the Company. The interim designation is intended solely to provide immediate executive leadership continuity during the period in which the Board develops and executes a formal CEO succession process.
FURTHER RESOLVED, that the Board intends, in due course, to authorize a formal, comprehensive, and rigorous CEO succession process, which may include, among other steps, (i) the establishment of a dedicated CEO Search Committee of the Board, (ii) the engagement of a nationally recognized executive search firm, (iii) the development and application of a detailed position specification and candidate evaluation framework, and (iv) the evaluation of both internal and external candidates for the permanent position of Chief Executive Officer, including but not limited to Ms. Nair-Whitfield.
FURTHER RESOLVED, that no inference shall be drawn from the interim designation of Ms. Nair-Whitfield, or from any aspect of these resolutions, as to the Board's preferences, inclinations, or predeterminations regarding the ultimate selection of a permanent Chief Executive Officer. The Board shall approach the permanent CEO selection process with an open mind, free from any predetermination, and shall select the candidate whom it determines, in the exercise of its fiduciary duties, to be best suited to lead the Company in the long term.
Resolution 8 — Engagement of Independent Governance Counsel
RESOLVED, that in light of the vacancy in the office of Chief Executive Officer, the pending activist campaign by Corvus Peak Capital Partners LP, and the significant fiduciary obligations of the Board in connection with both the CEO succession process and the Company's response to the activist campaign, the Board hereby authorizes Dame Elspeth Greenvale, in her capacity as Independent Non-Executive Chair, to engage independent governance counsel to advise the Board on matters relating to (i) the Board's fiduciary duties in the context of the CEO transition and succession process, (ii) corporate governance best practices, (iii) the development and execution of a formal CEO search process, and (iv) the Board's strategy and response to the Corvus Peak activist campaign, including any proxy contest or related proceedings.
FURTHER RESOLVED, that Dame Elspeth Greenvale is authorized to negotiate and execute an engagement letter with such independent governance counsel on terms that she determines, in consultation with the General Counsel, to be reasonable and appropriate, subject to the Board's existing policies regarding the retention of outside advisors. The fees and expenses of such counsel shall be borne by the Company.
FURTHER RESOLVED, that the Board notes that it is anticipated that Calderwood & Harkness LLP will be engaged as independent governance counsel pursuant to this resolution, and that such engagement is expected to be formalized on or about March 12, 2024. The Board confirms that nothing in these resolutions shall be construed to limit the authority of the Non-Executive Chair or the Board to engage additional counsel or advisors as the Board may deem necessary or appropriate.
Resolution 9 — General Authorization
RESOLVED, that the officers of the Company, and each of them acting alone, are hereby authorized, empowered, and directed to take any and all such further actions, and to execute, deliver, and file any and all such further agreements, instruments, documents, certificates, notices, consents, filings, and other writings, in the name of and on behalf of the Company, as any such officer may determine to be necessary, appropriate, or desirable in order to carry out the intent and purposes of the foregoing resolutions, the determination of such necessity, appropriateness, or desirability to be conclusively evidenced by such officer's execution and delivery thereof.
FURTHER RESOLVED, that any and all actions heretofore taken by any officer or director of the Company, or by any employee acting at the direction of any officer or director, that are consistent with the intent and purposes of these resolutions, are hereby ratified, confirmed, and approved in all respects as the valid and authorized actions of the Company.
FURTHER RESOLVED, that these resolutions shall remain in full force and effect until modified, amended, supplemented, or rescinded by subsequent action of the Board.
CONSENT AND EXECUTION
The undersigned directors of Aurelius Global Media Group PLC, constituting all of the members of the Board of Directors, hereby adopt the foregoing recitals and resolutions by unanimous written consent in lieu of a special meeting of the Board, pursuant to Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, effective as of March 8, 2024.
Note Regarding Interested Party: Priya Nair-Whitfield, as the individual designated as Interim Chief Executive Officer pursuant to these resolutions, is an interested party with respect to Resolutions 2, 3, and 4. Her consent is included below; however, the Board notes that the disinterested directors (being all directors other than Ms. Nair-Whitfield and Mr. Voss, who is an executive officer but has no personal interest in the resolutions) independently constitute a quorum and a majority of the Board sufficient to adopt these resolutions, and the disinterested directors have independently approved each of the foregoing resolutions. Ms. Nair-Whitfield's participation in this written consent does not affect the validity of the resolutions, and each resolution would have been duly adopted without her consent.
Dame Elspeth Greenvale Independent Non-Executive Chair
By: ________
Date: ________
Priya Nair-Whitfield Chief Operating Officer and Executive Director
By: ________
Date: ________
Tobias Kessler Independent Non-Executive Director
By: ________
Date: ________
Lucinda Farrow-Grant Independent Non-Executive Director
By: ________
Date: ________
Reginald Osei Independent Non-Executive Director
By: ________
Date: ________
Sofia Delgado-Ríos Independent Non-Executive Director
By: ________
Date: ________
Hugh Pemberton Non-Executive Director
By: ________
Date: ________
Dr. Anwen Llewellyn Independent Non-Executive Director
By: ________
Date: ________
Garrett Voss Chief Financial Officer and Executive Director
By: ________
Date: ________
ATTESTATION OF THE CORPORATE SECRETARY
I, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, hereby attest that the foregoing resolutions were duly adopted by unanimous written consent of the Board of Directors of the Company in lieu of a special meeting, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, effective as of March 8, 2024. I further attest that the signed consents of all members of the Board have been received and are maintained in the corporate records of the Company at its principal executive offices.
ATTESTED:
By: ________
Name: Nadine Khalil
Title: General Counsel and Corporate Secretary
Date: March 8, 2024
EXHIBIT A
FORM OF PRESS RELEASE
Form of press release to be attached hereto as Exhibit A upon approval by Dame Elspeth Greenvale, Independent Non-Executive Chair.
The press release shall include the following key elements:
•  Announcement of the resignation of Marcus Vane from the position of Chief Executive Officer, effective March 8, 2024, citing personal and family considerations.
•  Announcement of the designation of Priya Nair-Whitfield as Interim Chief Executive Officer, effective March 8, 2024, with a summary of her qualifications and background.
•  Statement by Dame Elspeth Greenvale, Independent Non-Executive Chair, regarding the Board's intent to conduct a formal and comprehensive CEO succession process, to include consideration of both internal and external candidates.
•  Statement expressing the Board's confidence in the Company's leadership team, strategic direction, and operational momentum.
•  Inclusion of appropriate forward-looking statements disclaimers and cautionary language as required by the Private Securities Litigation Reform Act of 1995.
•  Contact information for the Company's investor relations and media relations functions.
[Exhibit A to be finalized and attached prior to filing]
EXHIBIT B
SUMMARY OF MARCUS VANE SEVERANCE TERMS
The following is a summary of the severance payments and benefits to which Marcus Vane is entitled pursuant to the terms of his Amended and Restated Employment Agreement, dated as of January 15, 2022 (the "Vane Employment Agreement"), a complete copy of which is on file with the Corporate Secretary at the Company's principal executive offices.
Non-Competition Covenant:
Pursuant to Section 9(a) of the Vane Employment Agreement, Mr. Vane is subject to a non-competition restriction for a period of eighteen (18) months following the effective date of his resignation. The non-compete period commenced on March 8, 2024, and will expire on September 8, 2025. During the non-compete period, Mr. Vane is prohibited from directly or indirectly engaging in, or providing services to, any business that competes with the Company's principal business activities in any geographic market in which the Company operates or has concrete plans to operate as of the date of his resignation.
Conditions to Payment:
All severance payments and benefits described above are conditioned upon (i) Mr. Vane's timely execution and non-revocation of a general release of claims in the form prescribed by the Vane Employment Agreement, (ii) Mr. Vane's continued compliance with the restrictive covenants set forth in Sections 8 and 9 of the Vane Employment Agreement, including non-competition, non-solicitation, and confidentiality obligations, and (iii) Mr. Vane's return of all Company property and materials as required under the Vane Employment Agreement.
Reference Document:
Amended and Restated Employment Agreement between Aurelius Global Media Group PLC and Marcus Vane, dated January 15, 2022 (full copy on file with the Corporate Secretary, Nadine Khalil, at the Company's principal executive offices, 14 Sceptre Row, London EC2V 7QN, United Kingdom, and at the Company's U.S. offices).
Prepared by Calderwood & Harkness LLP, 787 Seventh Avenue, New York, NY 10019. Matter No. 1017-00002. This document is protected by the attorney-client privilege and the work product doctrine and is intended solely for the use of the Board of Directors of Aurelius Global Media Group PLC. Any unauthorized disclosure, copying, or distribution of this document is strictly prohibited.
Component | Calculation | Amount
Cash Severance — Base Salary | 2× annual base salary of $2,400,000 | $4,800,000
Cash Severance — Target Bonus | 2× target annual cash bonus of $2,400,000 | $4,800,000
Accelerated Equity Vesting | Acceleration of unvested equity awards | $5,200,000 (estimated)
Total Severance | $14,800,000

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE — ATTORNEY WORK PRODUCT

RESOLUTIONS OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC

RECITALS

RESOLUTIONS

CONSENT AND EXECUTION

ATTESTATION OF THE CORPORATE SECRETARY

ATTESTED:

EXHIBIT A

FORM OF PRESS RELEASE

EXHIBIT B

SUMMARY OF MARCUS VANE SEVERANCE TERMS

Record

Parties

Dates

Amounts