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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

AURELIUS GLOBAL MEDIA GROUP PLC

RESOLUTIONS OF THE BOARD OF DIRECTORS

Dissolution of the Special Committee and Tabling of CEO Succession Process

June 14, 2024

DRAFT — Prepared by Calderwood & Harkness LLP, Matter No. 1017-00002 PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

PREAMBLE AND RECITALS

The Board of Directors (the "Board") of Aurelius Global Media Group PLC (the "Company" or "AGMG") hereby adopts the following resolutions, having considered the recitals, facts, circumstances, and legal guidance set forth below.

WHEREAS:

A. Company Identification

The Company is Aurelius Global Media Group PLC, a public limited company duly incorporated and existing under the laws of the State of Delaware (Delaware File Number 4827193; Employer Identification Number 26-4831097) and registered as an overseas company in England and Wales under the Companies Act 2006. The Company maintains its principal executive offices and global headquarters at 14 Sceptre Row, London EC2V 7QN, United Kingdom. The shares of common stock of the Company, par value $0.01 per share, are listed on the New York Stock Exchange under the ticker symbol "AGMG" and are admitted to the premium segment of the Official List maintained by the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange under the ticker symbol "AGMG.L." The Company's registered agent in the State of Delaware is Pinnacle Corporate Services Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company is governed by the Delaware General Corporation Law (the "DGCL"), the Restated Certificate of Incorporation of the Company (originally filed with the Secretary of State of the State of Delaware on September 14, 2009, and last restated on March 22, 2022) (the "Certificate of Incorporation"), and the Amended and Restated Bylaws of the Company (effective as of March 22, 2022) (the "Bylaws," and together with the Certificate of Incorporation, the "Organizational Documents").

B. Resignation of Marcus Vane and Designation of Interim Chief Executive Officer

On March 8, 2024, Marcus Vane tendered his resignation as Chief Executive Officer and Executive Director of the Company, effective immediately (the "Vane Resignation"). On the same date, the Board adopted resolutions (the "March 8 Resolutions") designating Priya Nair-Whitfield, the Company's Chief Operating Officer and Executive Director, as Interim Chief Executive Officer of the Company, to serve in such capacity pending the completion of a formal chief executive officer succession process. Ms. Nair-Whitfield has served the Company with distinction since joining AGMG in 2012 as Senior Vice President of Digital Strategy. She was subsequently promoted to Executive Vice President of Streaming in 2017, in which capacity she led the successful development and launch of the Company's direct-to-consumer streaming platform, Luminos, in 2019. Ms. Nair-Whitfield was appointed Chief Operating Officer in 2020 and has served as an Executive Director of the Company since that time. The March 8 Resolutions set forth the terms of Ms. Nair-Whitfield's appointment as Interim Chief Executive Officer, including interim compensation adjustments, reporting lines, and the scope of her delegated authority during the pendency of the CEO succession process.

C. Formation of the Special Committee

On March 18, 2024, the Board adopted resolutions (the "March 18 Resolutions") forming a Special Committee of the Board of Directors (the "Special Committee"). The Special Committee was composed of three independent non-executive directors: Tobias Kessler, who was designated as Chair of the Special Committee; Lucinda Farrow-Grant; and Dr. Anwen Llewellyn. Each of the foregoing directors satisfied the applicable independence requirements under the NYSE Listed Company Manual, the UK Corporate Governance Code, and the Company's Corporate Governance Guidelines at the time of their appointment to the Special Committee. Pursuant to the March 18 Resolutions, the Special Committee was granted sole and exclusive authority to (i) oversee the CEO succession process, including the coordination with the executive search firm Hargrove Tate Partners LLC ("Hargrove Tate"), which had been retained by the Nominating and Governance Committee of the Board on March 15, 2024, and (ii) coordinate and direct the Board's response to the activist campaign being conducted by Corvus Peak Capital Partners LP and its affiliates (as further described in Recital D below). The Special Committee's authority, responsibilities, procedures, and governance were set forth in the Executed Special Committee Charter dated March 18, 2024 (the "Special Committee Charter"), which was duly executed by Dame Elspeth Greenvale, in her capacity as Non-Executive Chair of the Board, and by Nadine Khalil, in her capacity as General Counsel and Corporate Secretary of the Company. The Special Committee Charter authorized the Special Committee to retain independent legal counsel and such other advisors as it deemed necessary or appropriate in the discharge of its responsibilities, at the Company's expense.

D. Activist Campaign and Proxy Contest

Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership whose general partner is Corvus Peak Management LLC, a Delaware limited liability company, acquired a substantial equity position in the Company, amounting to approximately 8.7% of the Company's outstanding shares of common stock (approximately 35,896,200 shares out of 412,600,000 shares of common stock then outstanding), as disclosed in an amended Schedule 13D filed with the United States Securities and Exchange Commission on February 26, 2024 (the "Amended Schedule 13D"). In connection with its activist campaign, Corvus Peak nominated three director candidates for election at the Company's 2024 Annual General Meeting of Stockholders (the "2024 AGM"): (a) Malcolm Trask, the former Chief Executive Officer of Archway Digital Holdings Inc.; (b) Vanessa Loring, a Managing Director at Corvus Peak; and (c) Dr. Raymond Chu, the former President of Helix Media Networks Inc. (collectively, the "Corvus Peak Nominees"). Corvus Peak was represented in connection with its activist campaign and proxy solicitation by legal counsel Blackthorn Howell & Crane LLP, with Dominic Sayer serving as lead partner, and by proxy solicitor Falconer Strauss LLC, with Derek Huang serving as lead contact. In response to the Corvus Peak activist campaign, the Company retained Citrine Advisory Group Inc. ("Citrine") as its proxy defense advisor, with Sandra Eriksson serving as lead contact, and engaged Stonebridge Crane & Co. ("Stonebridge Crane") as financial advisor to the Board to evaluate strategic alternatives, with Anil Kapoor-Mehta serving as lead banker on the engagement.

E. 2024 Annual General Meeting Results and Board Reconstitution

The 2024 Annual General Meeting of Stockholders of the Company was duly convened and held on June 7, 2024 (the "2024 AGM"), in accordance with the Organizational Documents and applicable law. As of the record date for the 2024 AGM, there were 412,600,000 shares of common stock of the Company issued and outstanding and entitled to vote. Of such shares, 351,280,400 shares were represented in person or by proxy at the 2024 AGM, constituting approximately 85.1% of the outstanding shares and a quorum for the transaction of business. The election of directors at the 2024 AGM was a contested election governed by the plurality voting standard set forth in Article II, Section 5 of the Bylaws. The results of the contested election, as certified by the Company's independent inspector of elections, were as follows:

All three Corvus Peak Nominees were elected to the Board:

• Malcolm Trask received 241,632,915 votes FOR, representing approximately 68.8% of the shares voted;

• Vanessa Loring received 228,231,780 votes FOR, representing approximately 65.0% of the shares voted; and

• Dr. Raymond Chu received 234,554,027 votes FOR, representing approximately 66.8% of the shares voted.

Three incumbent directors standing for re-election were not re-elected to the Board:

• Tobias Kessler received 156,321,778 votes FOR, representing approximately 44.5% of the shares voted;

• Hugh Pemberton received 138,204,558 votes FOR, representing approximately 39.3% of the shares voted; and

• Sofia Delgado-Ríos received 147,627,022 votes FOR, representing approximately 42.0% of the shares voted.

As a consequence of the foregoing election results, Tobias Kessler, who served as Chair of the Special Committee, is no longer a member of the Board of Directors, and the seats previously held by Hugh Pemberton and Sofia Delgado-Ríos are now held by the duly elected Corvus Peak Nominees. The terms of the newly elected directors became effective upon the certification of the 2024 AGM election results on June 7, 2024.

F. Reconstituted Board Composition

Following the 2024 AGM and the certification of the election results, the reconstituted Board of Directors consists of the following ten voting members:

Nadine Khalil continues to serve as General Counsel and Corporate Secretary of the Company in a non-voting capacity. The first meeting of the reconstituted Board was held on June 10, 2024, at which a quorum of directors was present and the Board transacted preliminary organizational business, including the election of Malcolm Trask as Lead Independent Director and the appointment of Vanessa Loring as Chair of the Nominating and Governance Committee.

G. Impracticability of Continuing the Special Committee

The Board has determined that the Special Committee, as originally constituted pursuant to the March 18 Resolutions, can no longer effectively function in its intended capacity. The Chair of the Special Committee, Tobias Kessler, was not re-elected at the 2024 AGM and is no longer a director of the Company, leaving the Special Committee without its designated chair and reducing its membership from three to two. The reconstitution of the Board following the 2024 AGM, including the election of the three Corvus Peak Nominees, has fundamentally altered the governance dynamics, Board composition, and strategic priorities under which the Special Committee was originally formed and the Special Committee Charter was adopted. Of the original three Special Committee members, only Lucinda Farrow-Grant and Dr. Anwen Llewellyn remain as directors on the reconstituted Board. The reconstituted Board, including the three newly elected Corvus Peak Nominees, has determined, in the exercise of its business judgment, that a fresh approach to the CEO succession process is appropriate in light of the changed circumstances and that the existing Special Committee structure should be formally dissolved. The Board has been advised on this matter by independent governance counsel, Calderwood & Harkness LLP, 787 Seventh Avenue, New York, New York 10019 / 25 Bishopsgate, London EC2N 3AR (the "Governance Counsel"), with Nathaniel Bower serving as the responsible partner on the engagement (Matter No. 1017-00002).

H. Engagement of Hargrove Tate Partners and Status of CEO Search

Hargrove Tate Partners LLC (lead partner: Christine Aldridge; principal office: 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116) was retained by the Company on March 15, 2024, to conduct an executive search for the position of Chief Executive Officer. The terms of the Hargrove Tate engagement provide for a flat fee of $750,000, plus reasonable out-of-pocket expenses, payable in three installments: (i) $250,000 upon execution of the engagement letter (the "First Installment"); (ii) $250,000 upon delivery of a qualified candidate slate to the Special Committee (the "Second Installment"); and (iii) $250,000 upon completion of the placement (the "Third Installment"). Only the First Installment in the amount of $250,000 has been paid as of the date of these resolutions; the Second Installment and Third Installment, totaling $500,000 in the aggregate, remain unpaid. In furtherance of the CEO search, the Special Committee interviewed five external candidates for the position of Chief Executive Officer on April 18, 2024. Among the candidates interviewed was Jonathan Hale, the former Chairman and Chief Executive Officer of Meridian Studios International Inc. The CEO search process had not been completed prior to the 2024 AGM, and no candidate had been selected or recommended to the full Board for appointment.

I. Calderwood & Harkness Guidance

Calderwood & Harkness LLP, in its capacity as independent governance counsel to the Board, has advised the Board on the fiduciary considerations applicable to the dissolution of the Special Committee and the tabling of the CEO succession process, including, without limitation, the Board's continuing duties of care and loyalty under the DGCL and applicable case law, the standards of review applicable to Board action in the context of a contested election and activist campaign, and the procedural safeguards appropriate to protect the interests of the Company and its stockholders. The Board has received and carefully considered the memorandum prepared by Calderwood & Harkness LLP entitled "Board Process Integrity Post-Reconstitution" dated June 12, 2024 (the "June 12 Memorandum"), which addressed, among other things, the governance implications of dissolving the Special Committee, the fiduciary obligations of the reconstituted Board with respect to the CEO succession process, the preservation of privilege over Special Committee records, and the appropriate procedures for tabling the search process while preserving the Board's ability to resume such process in the future.

RESOLVED CLAUSES

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Aurelius Global Media Group PLC, having considered the foregoing recitals and the advice of the Company's legal counsel and other advisors, and acting in the exercise of its fiduciary duties and business judgment, hereby adopts the following resolutions:

Resolution 1 — Dissolution of the Special Committee

RESOLVED, that the Special Committee of the Board of Directors, formed pursuant to the Board resolutions adopted on March 18, 2024, is hereby dissolved, effective immediately upon the adoption of these resolutions.

FURTHER RESOLVED, that the Executed Special Committee Charter dated March 18, 2024, is hereby terminated in its entirety and shall have no further force or effect as of the date hereof, and all rights, powers, authorities, and obligations created thereunder are hereby extinguished, except as expressly provided in these resolutions with respect to the preservation of records and the continuation of privilege.

FURTHER RESOLVED, that all authority previously delegated to the Special Committee pursuant to the March 18 Resolutions and the Special Committee Charter, including, without limitation, (i) the sole and exclusive authority to oversee the CEO succession process, (ii) the authority to coordinate with Hargrove Tate Partners LLC and any other advisors retained in connection with the CEO search, and (iii) the authority to coordinate and direct the Board's response to the activist campaign conducted by Corvus Peak Capital Partners LP and its affiliates, is hereby revested in the full Board of Directors, to be exercised by the Board or any duly authorized committee thereof in accordance with the Organizational Documents and applicable law.

FURTHER RESOLVED, that the dissolution of the Special Committee shall not be construed as, and is not intended to constitute, any determination, judgment, criticism, or evaluation of the performance, conduct, or work product of the former members of the Special Committee, including Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, each of whom is acknowledged to have served the Company diligently and in good faith during the tenure of the Special Committee.

Resolution 2 — Tabling of CEO Succession Process

RESOLVED, that the formal Chief Executive Officer succession process initiated by the Board following the resignation of Marcus Vane on March 8, 2024 (the "CEO Succession Process"), is hereby tabled indefinitely, effective immediately upon the adoption of these resolutions.

FURTHER RESOLVED, that Priya Nair-Whitfield shall continue to serve as Interim Chief Executive Officer of the Company and shall retain all authority, duties, responsibilities, and interim compensation adjustments as set forth in the March 8 Resolutions, including, without limitation, all authority delegated to the Chief Executive Officer under the Organizational Documents, the Company's policies, and applicable law, until such time as the Board takes further action regarding the CEO succession, whether by resuming the CEO Succession Process, appointing a permanent Chief Executive Officer, or otherwise.

FURTHER RESOLVED, that the Board expressly reserves the right, in its sole and absolute discretion, to resume the CEO Succession Process at any time, to reconstitute a search committee (whether in the form of a new special committee of the Board, through the Nominating and Governance Committee, or through any other mechanism the Board deems appropriate), to retain new or additional executive search firms, and to take any and all other actions regarding the selection and appointment of a permanent Chief Executive Officer as the Board may determine to be in the best interests of the Company and its stockholders.

FURTHER RESOLVED, that the tabling of the CEO Succession Process shall not constitute, and shall not be interpreted as, a waiver, modification, or limitation of any fiduciary obligation of the Board or of any individual director of the Company, whether arising under the DGCL, applicable common law, the Organizational Documents, or otherwise, and the Board acknowledges its continuing fiduciary duty to address the Company's leadership needs in a timely and responsible manner.

Resolution 3 — Hargrove Tate Partners Engagement

RESOLVED, that the engagement of Hargrove Tate Partners LLC, retained on March 15, 2024, to conduct an executive search for the position of Chief Executive Officer, shall be placed on hold, effective immediately upon the adoption of these resolutions, consistent with the tabling of the CEO Succession Process as provided in Resolution 2 above.

FURTHER RESOLVED, that the Nominating and Governance Committee of the Board, now chaired by Vanessa Loring, is hereby authorized and directed to (i) negotiate the terms of any suspension, modification, extension, or termination of the Hargrove Tate engagement, in such manner and on such terms as the Nominating and Governance Committee determines to be in the best interests of the Company, (ii) address and resolve any outstanding fee obligations, payments, or reimbursements owed or potentially owed to Hargrove Tate, it being noted that only the First Installment of $250,000 has been paid of the total flat fee of $750,000, and that the Second Installment and Third Installment remain unpaid and may be subject to negotiation or dispute depending on the terms of any suspension or termination, and (iii) report to the full Board on the status and final terms of any such suspension, modification, or termination, including any financial implications to the Company.

FURTHER RESOLVED, that Nadine Khalil, General Counsel and Corporate Secretary of the Company, is hereby directed to provide written notice to Christine Aldridge at Hargrove Tate Partners LLC of the Board's decision to place the engagement on hold, such notice to be delivered promptly following the adoption of these resolutions, and to include such information regarding the Board's intentions and the anticipated timeline for further decisions as may be appropriate and consistent with the Company's contractual obligations and legal interests.

Resolution 4 — Preservation of Special Committee Records

RESOLVED, that all records, documents, memoranda, notes, communications (whether written or electronic), work product, and materials of any kind created, received, maintained, compiled, or stored by, on behalf of, or in connection with the Special Committee during the period of its existence (collectively, the "Special Committee Records") shall be preserved in their entirety and shall not be destroyed, altered, modified, redacted, or disposed of, except as expressly authorized by the Board.

FURTHER RESOLVED, that the Special Committee Records include, without limitation, the following categories of materials:

(a) All minutes of meetings of the Special Committee, including draft and final versions, and all written consents or actions taken by written consent by the Special Committee;

(b) All memoranda, legal opinions, presentations, and advice provided by Calderwood & Harkness LLP to the Special Committee or to any member thereof, including, without limitation: (1) the memorandum entitled "CEO Search Process — Recommended Governance Protocols" dated March 20, 2024; (2) the memorandum entitled "Evaluation Framework for Internal vs. External CEO Candidates" dated April 5, 2024; (3) the memorandum entitled "Special Committee Update — Candidate Interview Summary and Observations" dated April 20, 2024; and (4) all related correspondence, drafts, transmittal emails, and attorney-client communications;

(c) All memoranda, legal opinions, presentations, and advice provided by Ashworth Velmoran LLP to the Special Committee or to any member thereof in connection with the Special Committee's activities;

(d) All communications with Hargrove Tate Partners LLC, including, without limitation, candidate profiles, résumés, biographical information, interview notes, evaluation matrices, scoring sheets, candidate reference reports, search progress reports, and correspondence;

(e) All communications with Brackenridge Howard Associates Inc. regarding CEO compensation benchmarking, including market data analyses, peer group comparisons, and recommended compensation structures;

(f) All correspondence with or concerning external CEO candidates, including Jonathan Hale and any other individuals who were identified, contacted, interviewed, or evaluated in connection with the CEO Succession Process;

(g) All materials produced, received, compiled, or reviewed in connection with the demand for inspection of books and records served by Corvus Peak Capital Partners LP on March 22, 2024, pursuant to Section 220 of the DGCL (the "Section 220 Demand"), and the Company's response thereto, including all internal analyses, privilege logs, and responsive and non-responsive document sets; and

(h) All other documents, communications, and materials of any kind relating to the work, deliberations, or activities of the Special Committee, regardless of the medium or format in which they are stored.

FURTHER RESOLVED, that all Special Committee Records that are subject to the attorney-client privilege, the attorney work product doctrine, the common interest privilege, or any other applicable privilege or protection (collectively, "Privileged Materials") shall be maintained in a manner that preserves such privilege or protection in full, in accordance with the Document Retention and Privilege Protocol previously established by Calderwood & Harkness LLP and communicated to the members of the Special Committee and relevant Company personnel.

FURTHER RESOLVED, that Nadine Khalil, General Counsel and Corporate Secretary of the Company, is hereby designated as the custodian of all Special Committee Records (the "Records Custodian") and is directed to ensure the safekeeping of all such records, including the implementation and maintenance of appropriate physical and electronic security measures, access controls, and backup procedures consistent with the Company's information governance policies and applicable legal and regulatory requirements.

FURTHER RESOLVED, that no Special Committee Records shall be destroyed, altered, disclosed, produced, or made available to any person or entity outside of the Board of Directors, the Company's internal and external legal counsel, or other advisors authorized by the Board, without the prior written approval of the Board. Any request for access to or production of Special Committee Records by any third party, including but not limited to stockholders, regulators, litigation adversaries, or governmental authorities, shall be referred to the Records Custodian and to the Company's legal counsel for review and determination in accordance with applicable law and the Company's legal obligations.

Resolution 5 — Continuing D&O Insurance Coverage

RESOLVED, that the Board acknowledges that the dissolution of the Special Committee, the reconstitution of the Board following the 2024 AGM, and the departure of three directors from the Board may give rise to notice obligations, reporting requirements, or other duties under the Company's directors' and officers' liability insurance policy (the "D&O Policy"), issued by Helmsley Indemnity Corp. under Policy Number HIC-DOL-2024-009347. The D&O Policy provides coverage limits of $75,000,000 per occurrence and $150,000,000 in the aggregate, with an annual premium of $3,800,000, for the policy period commencing January 1, 2024, and ending December 31, 2024.

FURTHER RESOLVED, that Nadine Khalil, General Counsel and Corporate Secretary of the Company, is hereby directed to provide any and all notices to Helmsley Indemnity Corp. that may be required or advisable under the D&O Policy in connection with the dissolution of the Special Committee, the reconstitution of the Board, the departure of directors Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos, and any other matters arising from or related to the foregoing events, and to confirm that coverage for the departing directors is maintained in accordance with the terms of the D&O Policy and applicable law, including any tail coverage or extended reporting period provisions that may be applicable.

FURTHER RESOLVED, that the Board has received and considered the memorandum prepared by Calderwood & Harkness LLP entitled "D&O Insurance Implications of Board Reconstitution" dated June 11, 2024, which addressed, among other things, the notice obligations under the D&O Policy, the scope of continuing coverage for departing directors, and the availability of tail coverage under the policy terms.

Resolution 6 — Departing Director Obligations

RESOLVED, that the Board acknowledges and expresses its appreciation for the service of departing directors Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos, each of whom served the Company and its stockholders with dedication and integrity during their respective tenures on the Board.

FURTHER RESOLVED, that the departing directors shall remain subject to their continuing obligations under the Company's Organizational Documents, applicable law (including the DGCL and applicable common law), and any agreements to which they are or were a party, including, without limitation, obligations relating to the confidentiality of Company information, the preservation of Company documents and records, cooperation with the Company in connection with any pending or future litigation, investigation, or regulatory proceeding, and compliance with any non-competition, non-solicitation, or similar restrictive covenant provisions contained in any agreement between the departing director and the Company.

FURTHER RESOLVED, that the Company shall continue to indemnify the departing directors to the fullest extent provided under Article VIII of the Certificate of Incorporation, Article VI of the Bylaws, and any applicable individual indemnification agreements executed between the Company and each such departing director, in each case consistent with the DGCL and applicable law, including, without limitation, indemnification for claims arising from or relating to their service as directors of the Company, their service on the Special Committee, and their involvement in the CEO Succession Process and the Company's response to the Corvus Peak activist campaign.

FURTHER RESOLVED, that the Board has received and considered the memorandum prepared by Calderwood & Harkness LLP entitled "Duties of Departing Directors — Document Preservation and Cooperation" dated June 9, 2024, which addressed, among other things, the scope of departing directors' continuing confidentiality obligations, their duty to preserve documents, their obligations to cooperate with the Company in connection with potential claims, and the Company's reciprocal indemnification obligations.

Resolution 7 — Status of Strategic Alternatives Review

RESOLVED, that the Board notes that Stonebridge Crane & Co. (lead banker: Anil Kapoor-Mehta; principal office: 383 Madison Avenue, New York, New York 10179) was engaged by the Company on April 22, 2024, as financial advisor to the Board to evaluate strategic alternatives potentially available to the Company, pursuant to an engagement letter providing for a monthly advisory retainer of $250,000 and a transaction fee equal to 0.25% of enterprise value upon the consummation of a change-of-control transaction involving the Company (the "Stonebridge Crane Engagement").

FURTHER RESOLVED, that the reconstituted Board shall separately consider the status and future direction of the strategic alternatives review and the Stonebridge Crane Engagement, including any modification, extension, or termination thereof, and such consideration is expressly not addressed by, and is outside the scope of, these resolutions. Nothing in these resolutions shall be construed as authorizing, directing, or ratifying any action with respect to the Stonebridge Crane Engagement or the strategic alternatives review, and the Board reserves all rights and authority with respect thereto.

Resolution 8 — Engagement of Board Governance Counsel

RESOLVED, that the Board acknowledges that Calderwood & Harkness LLP is currently serving as independent governance counsel to the Board pursuant to the engagement letter dated March 12, 2024, and the amended engagement letter dated April 22, 2024, and that Calderwood & Harkness has provided and continues to provide legal advice to the Board on matters relating to the Special Committee, the CEO Succession Process, the Corvus Peak activist campaign, and related governance matters.

FURTHER RESOLVED, that any decision regarding the continuation, modification, or termination of the Calderwood & Harkness engagement shall be addressed by separate Board action at such time and in such manner as the Board determines to be appropriate, and such decision is expressly not addressed by these resolutions.

Resolution 9 — Authorization and Delegation

RESOLVED, that Nadine Khalil, General Counsel and Corporate Secretary of the Company, and each other officer of the Company, acting individually or collectively, are hereby authorized and directed to take all actions, execute and deliver all documents, instruments, agreements, certificates, notices, filings, and other papers, and to do all things, in each case as may be necessary, advisable, or desirable to effectuate the intent and purposes of the foregoing resolutions, including, without limitation, the delivery of notices to Hargrove Tate Partners LLC, Helmsley Indemnity Corp., the departing directors, and any other persons or entities as may be required, the execution of any amendments to the Company's corporate records, and the making of any regulatory filings or disclosures as may be required by applicable law, the rules of the NYSE, the rules of the FCA, or the rules of the London Stock Exchange.

FURTHER RESOLVED, that Dame Elspeth Greenvale, in her capacity as Transitional Non-Executive Chair of the Board, is hereby authorized to sign any documents, certificates, or instruments, and to make any filings or submissions, required or advisable in connection with these resolutions, on behalf of the Board and the Company.

Resolution 10 — General Authority

RESOLVED, that these resolutions may be executed in one or more counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

FURTHER RESOLVED, that these resolutions shall be filed with the minutes of the Board of Directors of the Company and shall be effective immediately upon their adoption by the Board at a duly convened meeting at which a quorum is present, or upon execution by written consent in accordance with the Organizational Documents and the DGCL.

FURTHER RESOLVED, that any and all actions heretofore taken by any officer or director of the Company in connection with or in furtherance of the matters contemplated by these resolutions are hereby ratified, confirmed, and approved in all respects.

ADOPTION AND CERTIFICATION

The foregoing resolutions were duly proposed, considered, and adopted by the Board of Directors of Aurelius Global Media Group PLC at a meeting of the Board duly called and held on June 14, 2024, at which a quorum of directors was present and acting throughout, in accordance with the Organizational Documents and the Delaware General Corporation Law. The adoption of these resolutions was approved by the affirmative vote of a majority of the directors present at the meeting.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of the date set forth below.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Dame Elspeth Greenvale

Title: Transitional Non-Executive Chair, Board of Directors

Date: June 14, 2024

ATTESTED AND CERTIFIED:

By: ________

Name: Nadine Khalil

Title: General Counsel and Corporate Secretary

Date: June 14, 2024

PREPARED BY CALDERWOOD & HARKNESS LLP 787 Seventh Avenue, New York, NY 10019 / 25 Bishopsgate, London EC2N 3AR

Matter No. 1017-00002 — Responsible Partner: Nathaniel Bower

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION — DRAFT FOR BOARD CONSIDERATION

This document has been prepared by Calderwood & Harkness LLP at the direction of the Board of Directors of Aurelius Global Media Group PLC for the sole purpose of facilitating Board deliberations. This document is protected by the attorney-client privilege and the attorney work product doctrine. Distribution of this document is restricted to members of the Board of Directors, the General Counsel and Corporate Secretary, and such other persons as may be expressly authorized by the Board. Any unauthorized disclosure, copying, or distribution of this document is strictly prohibited.

Seat	Director	Position / Designation
1	Dame Elspeth Greenvale	Transitional Non-Executive Chair (through September 30, 2024)
2	Priya Nair-Whitfield	Interim Chief Executive Officer, Chief Operating Officer, Executive Director
3	Lucinda Farrow-Grant	Independent Non-Executive Director (continuing Special Committee member)
4	Reginald Osei	Independent Non-Executive Director
5	Dr. Anwen Llewellyn	Independent Non-Executive Director (continuing Special Committee member)
6	Garrett Voss	Chief Financial Officer, Executive Director
7	Malcolm Trask	Lead Independent Director (elected to that role by the Board on June 10, 2024)
8	Vanessa Loring	Non-Executive Director; Chair, Nominating & Governance Committee
9	Dr. Raymond Chu	Non-Executive Director
10	Vacant	Seat vacated by Marcus Vane, not yet filled

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
AURELIUS GLOBAL MEDIA GROUP PLC
RESOLUTIONS OF THE BOARD OF DIRECTORS
Dissolution of the Special Committee and Tabling of CEO Succession Process
June 14, 2024
DRAFT — Prepared by Calderwood & Harkness LLP, Matter No. 1017-00002 PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
PREAMBLE AND RECITALS
The Board of Directors (the "Board") of Aurelius Global Media Group PLC (the "Company" or "AGMG") hereby adopts the following resolutions, having considered the recitals, facts, circumstances, and legal guidance set forth below.
WHEREAS:
A. Company Identification
The Company is Aurelius Global Media Group PLC, a public limited company duly incorporated and existing under the laws of the State of Delaware (Delaware File Number 4827193; Employer Identification Number 26-4831097) and registered as an overseas company in England and Wales under the Companies Act 2006. The Company maintains its principal executive offices and global headquarters at 14 Sceptre Row, London EC2V 7QN, United Kingdom. The shares of common stock of the Company, par value $0.01 per share, are listed on the New York Stock Exchange under the ticker symbol "AGMG" and are admitted to the premium segment of the Official List maintained by the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange under the ticker symbol "AGMG.L." The Company's registered agent in the State of Delaware is Pinnacle Corporate Services Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company is governed by the Delaware General Corporation Law (the "DGCL"), the Restated Certificate of Incorporation of the Company (originally filed with the Secretary of State of the State of Delaware on September 14, 2009, and last restated on March 22, 2022) (the "Certificate of Incorporation"), and the Amended and Restated Bylaws of the Company (effective as of March 22, 2022) (the "Bylaws," and together with the Certificate of Incorporation, the "Organizational Documents").
B. Resignation of Marcus Vane and Designation of Interim Chief Executive Officer
On March 8, 2024, Marcus Vane tendered his resignation as Chief Executive Officer and Executive Director of the Company, effective immediately (the "Vane Resignation"). On the same date, the Board adopted resolutions (the "March 8 Resolutions") designating Priya Nair-Whitfield, the Company's Chief Operating Officer and Executive Director, as Interim Chief Executive Officer of the Company, to serve in such capacity pending the completion of a formal chief executive officer succession process. Ms. Nair-Whitfield has served the Company with distinction since joining AGMG in 2012 as Senior Vice President of Digital Strategy. She was subsequently promoted to Executive Vice President of Streaming in 2017, in which capacity she led the successful development and launch of the Company's direct-to-consumer streaming platform, Luminos, in 2019. Ms. Nair-Whitfield was appointed Chief Operating Officer in 2020 and has served as an Executive Director of the Company since that time. The March 8 Resolutions set forth the terms of Ms. Nair-Whitfield's appointment as Interim Chief Executive Officer, including interim compensation adjustments, reporting lines, and the scope of her delegated authority during the pendency of the CEO succession process.
C. Formation of the Special Committee
On March 18, 2024, the Board adopted resolutions (the "March 18 Resolutions") forming a Special Committee of the Board of Directors (the "Special Committee"). The Special Committee was composed of three independent non-executive directors: Tobias Kessler, who was designated as Chair of the Special Committee; Lucinda Farrow-Grant; and Dr. Anwen Llewellyn. Each of the foregoing directors satisfied the applicable independence requirements under the NYSE Listed Company Manual, the UK Corporate Governance Code, and the Company's Corporate Governance Guidelines at the time of their appointment to the Special Committee. Pursuant to the March 18 Resolutions, the Special Committee was granted sole and exclusive authority to (i) oversee the CEO succession process, including the coordination with the executive search firm Hargrove Tate Partners LLC ("Hargrove Tate"), which had been retained by the Nominating and Governance Committee of the Board on March 15, 2024, and (ii) coordinate and direct the Board's response to the activist campaign being conducted by Corvus Peak Capital Partners LP and its affiliates (as further described in Recital D below). The Special Committee's authority, responsibilities, procedures, and governance were set forth in the Executed Special Committee Charter dated March 18, 2024 (the "Special Committee Charter"), which was duly executed by Dame Elspeth Greenvale, in her capacity as Non-Executive Chair of the Board, and by Nadine Khalil, in her capacity as General Counsel and Corporate Secretary of the Company. The Special Committee Charter authorized the Special Committee to retain independent legal counsel and such other advisors as it deemed necessary or appropriate in the discharge of its responsibilities, at the Company's expense.
D. Activist Campaign and Proxy Contest
Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership whose general partner is Corvus Peak Management LLC, a Delaware limited liability company, acquired a substantial equity position in the Company, amounting to approximately 8.7% of the Company's outstanding shares of common stock (approximately 35,896,200 shares out of 412,600,000 shares of common stock then outstanding), as disclosed in an amended Schedule 13D filed with the United States Securities and Exchange Commission on February 26, 2024 (the "Amended Schedule 13D"). In connection with its activist campaign, Corvus Peak nominated three director candidates for election at the Company's 2024 Annual General Meeting of Stockholders (the "2024 AGM"): (a) Malcolm Trask, the former Chief Executive Officer of Archway Digital Holdings Inc.; (b) Vanessa Loring, a Managing Director at Corvus Peak; and (c) Dr. Raymond Chu, the former President of Helix Media Networks Inc. (collectively, the "Corvus Peak Nominees"). Corvus Peak was represented in connection with its activist campaign and proxy solicitation by legal counsel Blackthorn Howell & Crane LLP, with Dominic Sayer serving as lead partner, and by proxy solicitor Falconer Strauss LLC, with Derek Huang serving as lead contact. In response to the Corvus Peak activist campaign, the Company retained Citrine Advisory Group Inc. ("Citrine") as its proxy defense advisor, with Sandra Eriksson serving as lead contact, and engaged Stonebridge Crane & Co. ("Stonebridge Crane") as financial advisor to the Board to evaluate strategic alternatives, with Anil Kapoor-Mehta serving as lead banker on the engagement.
E. 2024 Annual General Meeting Results and Board Reconstitution
The 2024 Annual General Meeting of Stockholders of the Company was duly convened and held on June 7, 2024 (the "2024 AGM"), in accordance with the Organizational Documents and applicable law. As of the record date for the 2024 AGM, there were 412,600,000 shares of common stock of the Company issued and outstanding and entitled to vote. Of such shares, 351,280,400 shares were represented in person or by proxy at the 2024 AGM, constituting approximately 85.1% of the outstanding shares and a quorum for the transaction of business. The election of directors at the 2024 AGM was a contested election governed by the plurality voting standard set forth in Article II, Section 5 of the Bylaws. The results of the contested election, as certified by the Company's independent inspector of elections, were as follows:
All three Corvus Peak Nominees were elected to the Board:
•  Malcolm Trask received 241,632,915 votes FOR, representing approximately 68.8% of the shares voted;
•  Vanessa Loring received 228,231,780 votes FOR, representing approximately 65.0% of the shares voted; and
•  Dr. Raymond Chu received 234,554,027 votes FOR, representing approximately 66.8% of the shares voted.
Three incumbent directors standing for re-election were not re-elected to the Board:
•  Tobias Kessler received 156,321,778 votes FOR, representing approximately 44.5% of the shares voted;
•  Hugh Pemberton received 138,204,558 votes FOR, representing approximately 39.3% of the shares voted; and
•  Sofia Delgado-Ríos received 147,627,022 votes FOR, representing approximately 42.0% of the shares voted.
As a consequence of the foregoing election results, Tobias Kessler, who served as Chair of the Special Committee, is no longer a member of the Board of Directors, and the seats previously held by Hugh Pemberton and Sofia Delgado-Ríos are now held by the duly elected Corvus Peak Nominees. The terms of the newly elected directors became effective upon the certification of the 2024 AGM election results on June 7, 2024.
F. Reconstituted Board Composition
Following the 2024 AGM and the certification of the election results, the reconstituted Board of Directors consists of the following ten voting members:
Nadine Khalil continues to serve as General Counsel and Corporate Secretary of the Company in a non-voting capacity. The first meeting of the reconstituted Board was held on June 10, 2024, at which a quorum of directors was present and the Board transacted preliminary organizational business, including the election of Malcolm Trask as Lead Independent Director and the appointment of Vanessa Loring as Chair of the Nominating and Governance Committee.
G. Impracticability of Continuing the Special Committee
The Board has determined that the Special Committee, as originally constituted pursuant to the March 18 Resolutions, can no longer effectively function in its intended capacity. The Chair of the Special Committee, Tobias Kessler, was not re-elected at the 2024 AGM and is no longer a director of the Company, leaving the Special Committee without its designated chair and reducing its membership from three to two. The reconstitution of the Board following the 2024 AGM, including the election of the three Corvus Peak Nominees, has fundamentally altered the governance dynamics, Board composition, and strategic priorities under which the Special Committee was originally formed and the Special Committee Charter was adopted. Of the original three Special Committee members, only Lucinda Farrow-Grant and Dr. Anwen Llewellyn remain as directors on the reconstituted Board. The reconstituted Board, including the three newly elected Corvus Peak Nominees, has determined, in the exercise of its business judgment, that a fresh approach to the CEO succession process is appropriate in light of the changed circumstances and that the existing Special Committee structure should be formally dissolved. The Board has been advised on this matter by independent governance counsel, Calderwood & Harkness LLP, 787 Seventh Avenue, New York, New York 10019 / 25 Bishopsgate, London EC2N 3AR (the "Governance Counsel"), with Nathaniel Bower serving as the responsible partner on the engagement (Matter No. 1017-00002).
H. Engagement of Hargrove Tate Partners and Status of CEO Search
Hargrove Tate Partners LLC (lead partner: Christine Aldridge; principal office: 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116) was retained by the Company on March 15, 2024, to conduct an executive search for the position of Chief Executive Officer. The terms of the Hargrove Tate engagement provide for a flat fee of $750,000, plus reasonable out-of-pocket expenses, payable in three installments: (i) $250,000 upon execution of the engagement letter (the "First Installment"); (ii) $250,000 upon delivery of a qualified candidate slate to the Special Committee (the "Second Installment"); and (iii) $250,000 upon completion of the placement (the "Third Installment"). Only the First Installment in the amount of $250,000 has been paid as of the date of these resolutions; the Second Installment and Third Installment, totaling $500,000 in the aggregate, remain unpaid. In furtherance of the CEO search, the Special Committee interviewed five external candidates for the position of Chief Executive Officer on April 18, 2024. Among the candidates interviewed was Jonathan Hale, the former Chairman and Chief Executive Officer of Meridian Studios International Inc. The CEO search process had not been completed prior to the 2024 AGM, and no candidate had been selected or recommended to the full Board for appointment.
I. Calderwood & Harkness Guidance
Calderwood & Harkness LLP, in its capacity as independent governance counsel to the Board, has advised the Board on the fiduciary considerations applicable to the dissolution of the Special Committee and the tabling of the CEO succession process, including, without limitation, the Board's continuing duties of care and loyalty under the DGCL and applicable case law, the standards of review applicable to Board action in the context of a contested election and activist campaign, and the procedural safeguards appropriate to protect the interests of the Company and its stockholders. The Board has received and carefully considered the memorandum prepared by Calderwood & Harkness LLP entitled "Board Process Integrity Post-Reconstitution" dated June 12, 2024 (the "June 12 Memorandum"), which addressed, among other things, the governance implications of dissolving the Special Committee, the fiduciary obligations of the reconstituted Board with respect to the CEO succession process, the preservation of privilege over Special Committee records, and the appropriate procedures for tabling the search process while preserving the Board's ability to resume such process in the future.
RESOLVED CLAUSES
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Aurelius Global Media Group PLC, having considered the foregoing recitals and the advice of the Company's legal counsel and other advisors, and acting in the exercise of its fiduciary duties and business judgment, hereby adopts the following resolutions:
Resolution 1 — Dissolution of the Special Committee
RESOLVED, that the Special Committee of the Board of Directors, formed pursuant to the Board resolutions adopted on March 18, 2024, is hereby dissolved, effective immediately upon the adoption of these resolutions.
FURTHER RESOLVED, that the Executed Special Committee Charter dated March 18, 2024, is hereby terminated in its entirety and shall have no further force or effect as of the date hereof, and all rights, powers, authorities, and obligations created thereunder are hereby extinguished, except as expressly provided in these resolutions with respect to the preservation of records and the continuation of privilege.
FURTHER RESOLVED, that all authority previously delegated to the Special Committee pursuant to the March 18 Resolutions and the Special Committee Charter, including, without limitation, (i) the sole and exclusive authority to oversee the CEO succession process, (ii) the authority to coordinate with Hargrove Tate Partners LLC and any other advisors retained in connection with the CEO search, and (iii) the authority to coordinate and direct the Board's response to the activist campaign conducted by Corvus Peak Capital Partners LP and its affiliates, is hereby revested in the full Board of Directors, to be exercised by the Board or any duly authorized committee thereof in accordance with the Organizational Documents and applicable law.
FURTHER RESOLVED, that the dissolution of the Special Committee shall not be construed as, and is not intended to constitute, any determination, judgment, criticism, or evaluation of the performance, conduct, or work product of the former members of the Special Committee, including Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, each of whom is acknowledged to have served the Company diligently and in good faith during the tenure of the Special Committee.
Resolution 2 — Tabling of CEO Succession Process
RESOLVED, that the formal Chief Executive Officer succession process initiated by the Board following the resignation of Marcus Vane on March 8, 2024 (the "CEO Succession Process"), is hereby tabled indefinitely, effective immediately upon the adoption of these resolutions.
FURTHER RESOLVED, that Priya Nair-Whitfield shall continue to serve as Interim Chief Executive Officer of the Company and shall retain all authority, duties, responsibilities, and interim compensation adjustments as set forth in the March 8 Resolutions, including, without limitation, all authority delegated to the Chief Executive Officer under the Organizational Documents, the Company's policies, and applicable law, until such time as the Board takes further action regarding the CEO succession, whether by resuming the CEO Succession Process, appointing a permanent Chief Executive Officer, or otherwise.
FURTHER RESOLVED, that the Board expressly reserves the right, in its sole and absolute discretion, to resume the CEO Succession Process at any time, to reconstitute a search committee (whether in the form of a new special committee of the Board, through the Nominating and Governance Committee, or through any other mechanism the Board deems appropriate), to retain new or additional executive search firms, and to take any and all other actions regarding the selection and appointment of a permanent Chief Executive Officer as the Board may determine to be in the best interests of the Company and its stockholders.
FURTHER RESOLVED, that the tabling of the CEO Succession Process shall not constitute, and shall not be interpreted as, a waiver, modification, or limitation of any fiduciary obligation of the Board or of any individual director of the Company, whether arising under the DGCL, applicable common law, the Organizational Documents, or otherwise, and the Board acknowledges its continuing fiduciary duty to address the Company's leadership needs in a timely and responsible manner.
Resolution 3 — Hargrove Tate Partners Engagement
RESOLVED, that the engagement of Hargrove Tate Partners LLC, retained on March 15, 2024, to conduct an executive search for the position of Chief Executive Officer, shall be placed on hold, effective immediately upon the adoption of these resolutions, consistent with the tabling of the CEO Succession Process as provided in Resolution 2 above.
FURTHER RESOLVED, that the Nominating and Governance Committee of the Board, now chaired by Vanessa Loring, is hereby authorized and directed to (i) negotiate the terms of any suspension, modification, extension, or termination of the Hargrove Tate engagement, in such manner and on such terms as the Nominating and Governance Committee determines to be in the best interests of the Company, (ii) address and resolve any outstanding fee obligations, payments, or reimbursements owed or potentially owed to Hargrove Tate, it being noted that only the First Installment of $250,000 has been paid of the total flat fee of $750,000, and that the Second Installment and Third Installment remain unpaid and may be subject to negotiation or dispute depending on the terms of any suspension or termination, and (iii) report to the full Board on the status and final terms of any such suspension, modification, or termination, including any financial implications to the Company.
FURTHER RESOLVED, that Nadine Khalil, General Counsel and Corporate Secretary of the Company, is hereby directed to provide written notice to Christine Aldridge at Hargrove Tate Partners LLC of the Board's decision to place the engagement on hold, such notice to be delivered promptly following the adoption of these resolutions, and to include such information regarding the Board's intentions and the anticipated timeline for further decisions as may be appropriate and consistent with the Company's contractual obligations and legal interests.
Resolution 4 — Preservation of Special Committee Records
RESOLVED, that all records, documents, memoranda, notes, communications (whether written or electronic), work product, and materials of any kind created, received, maintained, compiled, or stored by, on behalf of, or in connection with the Special Committee during the period of its existence (collectively, the "Special Committee Records") shall be preserved in their entirety and shall not be destroyed, altered, modified, redacted, or disposed of, except as expressly authorized by the Board.
FURTHER RESOLVED, that the Special Committee Records include, without limitation, the following categories of materials:
(a) All minutes of meetings of the Special Committee, including draft and final versions, and all written consents or actions taken by written consent by the Special Committee;
(b) All memoranda, legal opinions, presentations, and advice provided by Calderwood & Harkness LLP to the Special Committee or to any member thereof, including, without limitation: (1) the memorandum entitled "CEO Search Process — Recommended Governance Protocols" dated March 20, 2024; (2) the memorandum entitled "Evaluation Framework for Internal vs. External CEO Candidates" dated April 5, 2024; (3) the memorandum entitled "Special Committee Update — Candidate Interview Summary and Observations" dated April 20, 2024; and (4) all related correspondence, drafts, transmittal emails, and attorney-client communications;
(c) All memoranda, legal opinions, presentations, and advice provided by Ashworth Velmoran LLP to the Special Committee or to any member thereof in connection with the Special Committee's activities;
(d) All communications with Hargrove Tate Partners LLC, including, without limitation, candidate profiles, résumés, biographical information, interview notes, evaluation matrices, scoring sheets, candidate reference reports, search progress reports, and correspondence;
(e) All communications with Brackenridge Howard Associates Inc. regarding CEO compensation benchmarking, including market data analyses, peer group comparisons, and recommended compensation structures;
(f) All correspondence with or concerning external CEO candidates, including Jonathan Hale and any other individuals who were identified, contacted, interviewed, or evaluated in connection with the CEO Succession Process;
(g) All materials produced, received, compiled, or reviewed in connection with the demand for inspection of books and records served by Corvus Peak Capital Partners LP on March 22, 2024, pursuant to Section 220 of the DGCL (the "Section 220 Demand"), and the Company's response thereto, including all internal analyses, privilege logs, and responsive and non-responsive document sets; and
(h) All other documents, communications, and materials of any kind relating to the work, deliberations, or activities of the Special Committee, regardless of the medium or format in which they are stored.
FURTHER RESOLVED, that all Special Committee Records that are subject to the attorney-client privilege, the attorney work product doctrine, the common interest privilege, or any other applicable privilege or protection (collectively, "Privileged Materials") shall be maintained in a manner that preserves such privilege or protection in full, in accordance with the Document Retention and Privilege Protocol previously established by Calderwood & Harkness LLP and communicated to the members of the Special Committee and relevant Company personnel.
FURTHER RESOLVED, that Nadine Khalil, General Counsel and Corporate Secretary of the Company, is hereby designated as the custodian of all Special Committee Records (the "Records Custodian") and is directed to ensure the safekeeping of all such records, including the implementation and maintenance of appropriate physical and electronic security measures, access controls, and backup procedures consistent with the Company's information governance policies and applicable legal and regulatory requirements.
FURTHER RESOLVED, that no Special Committee Records shall be destroyed, altered, disclosed, produced, or made available to any person or entity outside of the Board of Directors, the Company's internal and external legal counsel, or other advisors authorized by the Board, without the prior written approval of the Board. Any request for access to or production of Special Committee Records by any third party, including but not limited to stockholders, regulators, litigation adversaries, or governmental authorities, shall be referred to the Records Custodian and to the Company's legal counsel for review and determination in accordance with applicable law and the Company's legal obligations.
Resolution 5 — Continuing D&O Insurance Coverage
RESOLVED, that the Board acknowledges that the dissolution of the Special Committee, the reconstitution of the Board following the 2024 AGM, and the departure of three directors from the Board may give rise to notice obligations, reporting requirements, or other duties under the Company's directors' and officers' liability insurance policy (the "D&O Policy"), issued by Helmsley Indemnity Corp. under Policy Number HIC-DOL-2024-009347. The D&O Policy provides coverage limits of $75,000,000 per occurrence and $150,000,000 in the aggregate, with an annual premium of $3,800,000, for the policy period commencing January 1, 2024, and ending December 31, 2024.
FURTHER RESOLVED, that Nadine Khalil, General Counsel and Corporate Secretary of the Company, is hereby directed to provide any and all notices to Helmsley Indemnity Corp. that may be required or advisable under the D&O Policy in connection with the dissolution of the Special Committee, the reconstitution of the Board, the departure of directors Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos, and any other matters arising from or related to the foregoing events, and to confirm that coverage for the departing directors is maintained in accordance with the terms of the D&O Policy and applicable law, including any tail coverage or extended reporting period provisions that may be applicable.
FURTHER RESOLVED, that the Board has received and considered the memorandum prepared by Calderwood & Harkness LLP entitled "D&O Insurance Implications of Board Reconstitution" dated June 11, 2024, which addressed, among other things, the notice obligations under the D&O Policy, the scope of continuing coverage for departing directors, and the availability of tail coverage under the policy terms.
Resolution 6 — Departing Director Obligations
RESOLVED, that the Board acknowledges and expresses its appreciation for the service of departing directors Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos, each of whom served the Company and its stockholders with dedication and integrity during their respective tenures on the Board.
FURTHER RESOLVED, that the departing directors shall remain subject to their continuing obligations under the Company's Organizational Documents, applicable law (including the DGCL and applicable common law), and any agreements to which they are or were a party, including, without limitation, obligations relating to the confidentiality of Company information, the preservation of Company documents and records, cooperation with the Company in connection with any pending or future litigation, investigation, or regulatory proceeding, and compliance with any non-competition, non-solicitation, or similar restrictive covenant provisions contained in any agreement between the departing director and the Company.
FURTHER RESOLVED, that the Company shall continue to indemnify the departing directors to the fullest extent provided under Article VIII of the Certificate of Incorporation, Article VI of the Bylaws, and any applicable individual indemnification agreements executed between the Company and each such departing director, in each case consistent with the DGCL and applicable law, including, without limitation, indemnification for claims arising from or relating to their service as directors of the Company, their service on the Special Committee, and their involvement in the CEO Succession Process and the Company's response to the Corvus Peak activist campaign.
FURTHER RESOLVED, that the Board has received and considered the memorandum prepared by Calderwood & Harkness LLP entitled "Duties of Departing Directors — Document Preservation and Cooperation" dated June 9, 2024, which addressed, among other things, the scope of departing directors' continuing confidentiality obligations, their duty to preserve documents, their obligations to cooperate with the Company in connection with potential claims, and the Company's reciprocal indemnification obligations.
Resolution 7 — Status of Strategic Alternatives Review
RESOLVED, that the Board notes that Stonebridge Crane & Co. (lead banker: Anil Kapoor-Mehta; principal office: 383 Madison Avenue, New York, New York 10179) was engaged by the Company on April 22, 2024, as financial advisor to the Board to evaluate strategic alternatives potentially available to the Company, pursuant to an engagement letter providing for a monthly advisory retainer of $250,000 and a transaction fee equal to 0.25% of enterprise value upon the consummation of a change-of-control transaction involving the Company (the "Stonebridge Crane Engagement").
FURTHER RESOLVED, that the reconstituted Board shall separately consider the status and future direction of the strategic alternatives review and the Stonebridge Crane Engagement, including any modification, extension, or termination thereof, and such consideration is expressly not addressed by, and is outside the scope of, these resolutions. Nothing in these resolutions shall be construed as authorizing, directing, or ratifying any action with respect to the Stonebridge Crane Engagement or the strategic alternatives review, and the Board reserves all rights and authority with respect thereto.
Resolution 8 — Engagement of Board Governance Counsel
RESOLVED, that the Board acknowledges that Calderwood & Harkness LLP is currently serving as independent governance counsel to the Board pursuant to the engagement letter dated March 12, 2024, and the amended engagement letter dated April 22, 2024, and that Calderwood & Harkness has provided and continues to provide legal advice to the Board on matters relating to the Special Committee, the CEO Succession Process, the Corvus Peak activist campaign, and related governance matters.
FURTHER RESOLVED, that any decision regarding the continuation, modification, or termination of the Calderwood & Harkness engagement shall be addressed by separate Board action at such time and in such manner as the Board determines to be appropriate, and such decision is expressly not addressed by these resolutions.
Resolution 9 — Authorization and Delegation
RESOLVED, that Nadine Khalil, General Counsel and Corporate Secretary of the Company, and each other officer of the Company, acting individually or collectively, are hereby authorized and directed to take all actions, execute and deliver all documents, instruments, agreements, certificates, notices, filings, and other papers, and to do all things, in each case as may be necessary, advisable, or desirable to effectuate the intent and purposes of the foregoing resolutions, including, without limitation, the delivery of notices to Hargrove Tate Partners LLC, Helmsley Indemnity Corp., the departing directors, and any other persons or entities as may be required, the execution of any amendments to the Company's corporate records, and the making of any regulatory filings or disclosures as may be required by applicable law, the rules of the NYSE, the rules of the FCA, or the rules of the London Stock Exchange.
FURTHER RESOLVED, that Dame Elspeth Greenvale, in her capacity as Transitional Non-Executive Chair of the Board, is hereby authorized to sign any documents, certificates, or instruments, and to make any filings or submissions, required or advisable in connection with these resolutions, on behalf of the Board and the Company.
Resolution 10 — General Authority
RESOLVED, that these resolutions may be executed in one or more counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
FURTHER RESOLVED, that these resolutions shall be filed with the minutes of the Board of Directors of the Company and shall be effective immediately upon their adoption by the Board at a duly convened meeting at which a quorum is present, or upon execution by written consent in accordance with the Organizational Documents and the DGCL.
FURTHER RESOLVED, that any and all actions heretofore taken by any officer or director of the Company in connection with or in furtherance of the matters contemplated by these resolutions are hereby ratified, confirmed, and approved in all respects.
ADOPTION AND CERTIFICATION
The foregoing resolutions were duly proposed, considered, and adopted by the Board of Directors of Aurelius Global Media Group PLC at a meeting of the Board duly called and held on June 14, 2024, at which a quorum of directors was present and acting throughout, in accordance with the Organizational Documents and the Delaware General Corporation Law. The adoption of these resolutions was approved by the affirmative vote of a majority of the directors present at the meeting.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of the date set forth below.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Dame Elspeth Greenvale
Title: Transitional Non-Executive Chair, Board of Directors
Date: June 14, 2024
ATTESTED AND CERTIFIED:
By: ________
Name: Nadine Khalil
Title: General Counsel and Corporate Secretary
Date: June 14, 2024
PREPARED BY CALDERWOOD & HARKNESS LLP 787 Seventh Avenue, New York, NY 10019 / 25 Bishopsgate, London EC2N 3AR
Matter No. 1017-00002 — Responsible Partner: Nathaniel Bower
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION — DRAFT FOR BOARD CONSIDERATION
This document has been prepared by Calderwood & Harkness LLP at the direction of the Board of Directors of Aurelius Global Media Group PLC for the sole purpose of facilitating Board deliberations. This document is protected by the attorney-client privilege and the attorney work product doctrine. Distribution of this document is restricted to members of the Board of Directors, the General Counsel and Corporate Secretary, and such other persons as may be expressly authorized by the Board. Any unauthorized disclosure, copying, or distribution of this document is strictly prohibited.
Seat | Director | Position / Designation
1 | Dame Elspeth Greenvale | Transitional Non-Executive Chair (through September 30, 2024)
2 | Priya Nair-Whitfield | Interim Chief Executive Officer, Chief Operating Officer, Executive Director
3 | Lucinda Farrow-Grant | Independent Non-Executive Director (continuing Special Committee member)
4 | Reginald Osei | Independent Non-Executive Director
5 | Dr. Anwen Llewellyn | Independent Non-Executive Director (continuing Special Committee member)
6 | Garrett Voss | Chief Financial Officer, Executive Director
7 | Malcolm Trask | Lead Independent Director (elected to that role by the Board on June 10, 2024)
8 | Vanessa Loring | Non-Executive Director; Chair, Nominating & Governance Committee
9 | Dr. Raymond Chu | Non-Executive Director
10 | Vacant | Seat vacated by Marcus Vane, not yet filled

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

AURELIUS GLOBAL MEDIA GROUP PLC

RESOLUTIONS OF THE BOARD OF DIRECTORS

PREAMBLE AND RECITALS

WHEREAS:

RESOLVED CLAUSES

ADOPTION AND CERTIFICATION

AURELIUS GLOBAL MEDIA GROUP PLC

ATTESTED AND CERTIFIED:

Record

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