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

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

Authorizing the Nominating & Governance Committee to Retain Hargrove Tate Partners LLC as Executive Search Firm

March 15, 2024

DRAFT — Prepared by Calderwood & Harkness LLP, Matter No. 1017-00002

PREAMBLE AND RECITALS

The Board of Directors (the "Board") of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of the State of Delaware (the "Company"), acting at a meeting duly called and held on March 15, 2024, at which a quorum of directors was present and acting throughout, and having considered the recommendations of the Nominating & Governance Committee of the Board, the advice of independent governance counsel, and the materials presented to the Board in connection therewith, hereby adopts the following resolutions upon the basis of the recitals and determinations set forth below:

A. Corporate Identity

WHEREAS, Aurelius Global Media Group PLC ("AGMG" or the "Company") is a public limited company originally incorporated in the State of Delaware, United States of America, pursuant to a Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 14, 2009, under Delaware File Number 4827193, as amended and restated from time to time, and is registered as an overseas company in England and Wales pursuant to Part 34 of the Companies Act 2006 (United Kingdom); and

WHEREAS, the Company maintains its principal executive offices at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and is subject to the governance requirements and regulatory obligations applicable to companies dual-listed in the United States and the United Kingdom; and

WHEREAS, the Company's common shares, par value $0.01 per share (the "Common Shares"), 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 of the United Kingdom and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L"; 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

B. CEO Vacancy and Interim Designation

WHEREAS, Marcus Vane tendered his resignation as Chief Executive Officer and Executive Director of the Company, which resignation became effective on March 8, 2024, creating a vacancy in the office of Chief Executive Officer; and

WHEREAS, the Board of Directors, by unanimous written resolution dated March 8, 2024, designated Priya Nair-Whitfield, the Company's Chief Operating Officer and Executive Director, as Interim Chief Executive Officer, effective immediately, to serve in such capacity pending the completion of a formal CEO succession process to identify, evaluate, and appoint a permanent Chief Executive Officer of the Company; and

WHEREAS, the Board has determined, in the exercise of its business judgment and consistent with its fiduciary obligations, that a comprehensive, thorough, and well-documented search for a permanent Chief Executive Officer is in the best interests of the Company and its shareholders, and that the expeditious commencement of such a search is a matter of significant corporate priority given the Company's operating environment, competitive position, and current shareholder dynamics; and

C. Activist Context and Governance Backdrop

WHEREAS, Corvus Peak Capital Partners LP, a Delaware limited partnership ("Corvus Peak"), has disclosed beneficial ownership of approximately 8.7% of the Company's outstanding Common Shares, representing approximately 35,896,200 shares out of approximately 412,600,000 Common Shares outstanding as of the most recent record date, as reflected in its amended Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on February 26, 2024 (SEC File No. 005-92743); and

WHEREAS, in a letter dated February 12, 2024, addressed to Dame Elspeth Greenvale, Non-Executive Chair of the Board, Corvus Peak demanded, among other things, that the Board adopt a formal CEO succession plan, implement certain changes to the Company's capital allocation strategy, and undertake a comprehensive review of the Company's corporate governance practices, including the composition and refreshment process for the Board itself; and

WHEREAS, on March 1, 2024, Corvus Peak submitted formal director nominations for the Company's 2024 Annual General Meeting of Shareholders (the "2024 AGM"), nominating the following three individuals for election to the Board: (i) Malcolm Trask, (ii) Vanessa Loring, and (iii) Dr. Raymond Chu, each of whom, if elected, would serve alongside or in place of existing members of the Board, thereby presenting the potential for a contested election at the 2024 AGM; and

WHEREAS, the Board has determined that the engagement of an independent, nationally recognized executive search firm to conduct a formal, thorough, and well-documented CEO search process is responsive to shareholder concerns regarding the Company's leadership succession, is consistent with recognized best practices in corporate governance, and will serve to demonstrate the Board's commitment to acting in the best interests of all shareholders in connection with the CEO succession process; and

D. Nominating & Governance Committee Authority

WHEREAS, the Nominating & Governance Committee of the Board (the "N&G Committee"), currently comprised of independent directors and operating under a written charter most recently adopted and approved by the Board on June 14, 2023, has the authority under such charter and under the Company's Amended and Restated Bylaws (as amended, effective March 22, 2022) (the "Bylaws") to oversee the identification, evaluation, and recommendation of candidates for senior executive positions, including the position of Chief Executive Officer, and to engage and retain, at the Company's expense, such advisors, consultants, and search firms as the N&G Committee deems necessary or appropriate in the discharge of its responsibilities; and

WHEREAS, the N&G Committee, under the leadership of its Chair, Director Jonathan Mercer, has evaluated the qualifications, capabilities, relevant experience, independence, and proposed fee arrangements of several nationally recognized executive search firms, including Hargrove Tate Partners LLC, Adriatic Management Consulting, Marlowe Consulting Group, Pemberton Management Consulting, and Halcyon Strategy Partners, and following that evaluation process, the N&G Committee has determined that Hargrove Tate Partners LLC possesses the experience, reputation, industry knowledge, and capacity best suited to the Company's needs and has recommended the engagement of Hargrove Tate Partners LLC to conduct the CEO search; and

E. Special Committee Formation

WHEREAS, the Board anticipates forming a Special Committee comprised exclusively of independent directors (as such term is defined under the NYSE Listed Company Manual and the UK Corporate Governance Code) to oversee the CEO succession process and the Company's strategic response to the Corvus Peak activist campaign, with such formation anticipated to occur on or about March 18, 2024 (the "Special Committee"); and

WHEREAS, it is the intention of the Board that the engagement of the executive search firm authorized by these resolutions shall be coordinated with, and shall be subject to the oversight and direction of, the Special Committee once it has been duly constituted, so as to ensure the independence, integrity, and coherence of the overall governance response to the current circumstances; and

F. Hargrove Tate Partners LLC

WHEREAS, Hargrove Tate Partners LLC ("Hargrove Tate") is a Delaware limited liability company with its principal offices located at 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116, and is a nationally recognized executive search firm with substantial experience in CEO-level placements within the media, entertainment, and digital content industries; and

WHEREAS, Christine Aldridge, a senior partner of Hargrove Tate, has been designated as the lead partner for the proposed engagement and has represented to the N&G Committee that she and her team possess deep industry knowledge and a track record of successful CEO placements for publicly traded media and entertainment companies of comparable size and complexity to the Company; and

WHEREAS, the N&G Committee has satisfied itself as to Hargrove Tate's independence from the Company and its directors, officers, and significant shareholders, including Corvus Peak, and has confirmed that Hargrove Tate has no material business relationships that would impair its objectivity in conducting the search; and

G. Independent Governance Counsel

WHEREAS, the Board has engaged Calderwood & Harkness LLP ("Calderwood & Harkness"), a nationally recognized law firm with offices in New York, London, and Washington, D.C., as independent governance counsel to the Board, effective March 12, 2024, to advise the Board and its committees on matters relating to the CEO succession process, the Company's response to the Corvus Peak activist campaign, and related corporate governance matters; and

WHEREAS, Calderwood & Harkness has reviewed and advised on the proposed engagement of Hargrove Tate Partners LLC, including the proposed scope of engagement, fee arrangement, privilege and confidentiality protocols, and reporting structure, and has confirmed that the proposed engagement is consistent with best practices for board-directed executive search processes in the context of activist shareholder situations; and

WHEREAS, the Company's standing outside counsel, Ashworth Velmoran LLP (lead partner: Martin Cho), located at 1185 Avenue of the Americas, New York, New York 10036, continues to serve in its capacity as general corporate counsel to the Company, and a coordination protocol is being established between Calderwood & Harkness and Ashworth Velmoran to delineate the respective roles, responsibilities, and information-sharing arrangements between the two firms in connection with the matters addressed by these resolutions and related governance matters; and

H. Proposed Fee Arrangement

WHEREAS, Hargrove Tate has proposed a flat fee of Seven Hundred Fifty Thousand Dollars ($750,000) plus reasonable out-of-pocket expenses for the engagement, with such fee payable in three equal installments of Two Hundred Fifty Thousand Dollars ($250,000) each, as follows: (i) the first installment payable upon execution of the definitive engagement letter between the Company and Hargrove Tate, (ii) the second installment payable upon delivery by Hargrove Tate of the initial candidate slate to the N&G Committee or the Special Committee, as applicable, and (iii) the third installment payable upon the successful completion of the placement, defined as the Board's appointment of a permanent Chief Executive Officer; and

WHEREAS, the N&G Committee has reviewed and analyzed the proposed fee arrangement in light of competitive proposals received from other executive search firms, publicly available market data regarding fees for comparable CEO-level search engagements at publicly traded companies of similar size and complexity, and the advice of Calderwood & Harkness, and has determined that the proposed fee arrangement is reasonable, consistent with prevailing market terms for engagements of this nature, and in the best interests of the Company; and

I. Fiduciary Considerations

WHEREAS, the Board, in consultation with Calderwood & Harkness, has determined that retaining an independent executive search firm and conducting a structured, transparent, and well-documented CEO search process is essential to fulfilling the directors' fiduciary duties of care and loyalty under the General Corporation Law of the State of Delaware (the "DGCL"), and is consistent with the Board's obligations under the UK Corporate Governance Code and the Company's own corporate governance guidelines; and

WHEREAS, the Board recognizes that a thorough, well-documented, and objective search process will support the defensibility of the Board's ultimate CEO selection decision against potential challenges, whether brought by Corvus Peak or other shareholders, including any assertion that the succession process was predetermined, lacked independence, or was not conducted in good faith and with due care, and that such documentation may be particularly important in the event of any Section 220 books-and-records demand under the DGCL or derivative litigation challenging the Board's process; and

WHEREAS, the Board has determined that it is in the best interests of the Company and its shareholders to adopt the following resolutions;

OPERATIVE RESOLUTIONS

NOW, THEREFORE, BE IT:

Resolution 1 — Authorization of Engagement

RESOLVED, that the Nominating & Governance Committee of the Board is hereby authorized, empowered, and directed to retain Hargrove Tate Partners LLC, a Delaware limited liability company with principal offices at 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116 (lead partner: Christine Aldridge), as the Company's executive search firm to conduct a comprehensive search for a permanent Chief Executive Officer of the Company, on the terms and conditions described in these resolutions and in the definitive engagement letter to be entered into between the Company and Hargrove Tate in accordance with Resolution 4 below.

Resolution 2 — Scope of Engagement

RESOLVED, that the scope of Hargrove Tate's engagement shall include, without limitation, the following activities and deliverables:

(a) The development of a detailed position specification and ideal candidate profile for the role of Chief Executive Officer of the Company, prepared in close consultation with the N&G Committee (and, once formed, the Special Committee), taking into account the Company's strategic objectives, operating environment, organizational culture, and the specific leadership qualities and competencies that the Board determines are required for the successful execution of the Company's business strategy;

(b) The identification, sourcing, and preliminary vetting of both internal and external CEO candidates on a global basis, including but not limited to the current Interim Chief Executive Officer, Priya Nair-Whitfield, and any external candidates identified through the search process, with the objective of presenting the N&G Committee and/or the Special Committee with a diverse and highly qualified initial candidate slate;

(c) The conducting of thorough reference checks, background investigations, and due diligence on candidates advancing through the search process, including verification of educational credentials, employment history, regulatory and legal history, and reputational inquiries, in each case to the extent permitted by applicable law and consistent with candidate expectations regarding confidentiality;

(d) Coordination with Brackenridge Howard Associates Inc. ("BHA"), the Company's independent compensation consultant (lead consultant: Miriam Estabrook; principal office: 300 North LaSalle Street, Suite 4100, Chicago, Illinois 60654), on CEO compensation benchmarking and compensation package structuring for finalist candidates, including base salary, annual incentive compensation, long-term equity incentive awards, sign-on arrangements, severance and change-in-control protections, and other executive benefits, to ensure that any offer extended to the selected candidate is competitive and consistent with the Company's compensation philosophy and applicable regulatory requirements;

(e) The preparation and delivery of a comprehensive written assessment and recommendation regarding finalist candidates to the N&G Committee and/or the Special Committee, including a comparative analysis of each finalist's qualifications, strengths, areas of concern, and overall fit with the position specification and candidate profile, together with any supplemental materials requested by the N&G Committee or the Special Committee; and

(f) Assistance with the presentation of finalist candidates to the full Board, including preparation of candidate briefing materials, coordination of interview schedules, and facilitation of the Board's deliberative process leading to the selection and appointment of a permanent Chief Executive Officer.

Resolution 3 — Approval of Fee Arrangement

RESOLVED, that the fee arrangement proposed by Hargrove Tate Partners LLC for the engagement described in these resolutions is hereby reviewed and approved as reasonable and in the best interests of the Company, on the following terms:

(i) Total Flat Fee. A total flat fee of Seven Hundred Fifty Thousand Dollars ($750,000), payable in three equal installments as follows:

(A) First Installment. Two Hundred Fifty Thousand Dollars ($250,000), payable upon execution of the definitive engagement letter between the Company and Hargrove Tate Partners LLC;

(B) Second Installment. Two Hundred Fifty Thousand Dollars ($250,000), payable upon delivery by Hargrove Tate of the initial candidate slate to the N&G Committee or the Special Committee, as applicable; and

(C) Third Installment. Two Hundred Fifty Thousand Dollars ($250,000), payable upon successful completion of the placement, defined as the date on which the Board of Directors formally appoints a permanent Chief Executive Officer of the Company.

(ii) Out-of-Pocket Expenses. Reimbursement of reasonable out-of-pocket expenses incurred by Hargrove Tate in connection with the engagement, including travel, lodging, candidate entertainment, and administrative costs, subject to an aggregate expense cap to be negotiated and agreed upon in the definitive engagement letter between the Company and Hargrove Tate.

FURTHER RESOLVED, that Garrett Voss, Chief Financial Officer of the Company, is hereby authorized and directed to process the first installment payment of Two Hundred Fifty Thousand Dollars ($250,000) to Hargrove Tate Partners LLC promptly following the execution of the definitive engagement letter, and to process subsequent installment payments in accordance with the terms of the engagement letter upon confirmation from the Chair of the N&G Committee or the Special Committee, as applicable, that the relevant milestone has been achieved.

Resolution 4 — Engagement Letter Execution

RESOLVED, that Dame Elspeth Greenvale, in her capacity as Non-Executive Chair of the Board, or, in her absence or unavailability, Nadine Khalil, General Counsel and Corporate Secretary of the Company, is hereby authorized, empowered, and directed to negotiate, finalize, and execute the definitive engagement letter with Hargrove Tate Partners LLC on behalf of the Company, incorporating the material terms described in these resolutions and in the summary of proposed engagement terms attached hereto as Exhibit A, together with such additional customary terms, representations, covenants, and conditions as such authorized person may deem necessary, appropriate, or desirable in consultation with Calderwood & Harkness LLP, including customary provisions relating to indemnification, limitation of liability, dispute resolution, governing law, and termination, provided that any material deviation from the terms approved in these resolutions shall require the prior approval of the N&G Committee or the Special Committee.

Resolution 5 — Reporting and Oversight

RESOLVED, that Hargrove Tate Partners LLC shall report directly to the N&G Committee of the Board (and, once constituted, to the Special Committee as provided in Resolution 6 below) and shall not report to, or take direction from, the Company's management, including the Interim Chief Executive Officer or any other executive officer of the Company, with respect to the conduct of the CEO search, the evaluation of candidates, or the formulation of recommendations, it being the intent of the Board that the search process shall be fully independent of management influence or control.

FURTHER RESOLVED, that Hargrove Tate shall provide periodic written status reports to the N&G Committee and/or the Special Committee at intervals of not less than every two weeks (bi-weekly) during the active search period, with such reports to include, at a minimum, a summary of sourcing activities undertaken, the number and general profile of candidates identified and contacted, the status of candidate discussions and interviews, and any issues or developments requiring the attention or direction of the Committee.

FURTHER RESOLVED, that all candidate materials, interview notes, evaluations, assessments, recommendation memoranda, and other work product produced by Hargrove Tate in connection with the engagement (collectively, "Search Materials") shall be treated as strictly confidential and privileged to the maximum extent permissible under applicable law, including the attorney-client privilege and the work product doctrine, and shall not be disclosed to any person or entity outside of the Board, the N&G Committee, the Special Committee, and the Company's authorized legal advisors (Calderwood & Harkness LLP and Ashworth Velmoran LLP) without the prior written consent of the N&G Committee or the Special Committee, as applicable.

Resolution 6 — Coordination with Special Committee

RESOLVED, that upon the formation of the Special Committee (anticipated to occur on or about March 18, 2024), primary oversight of Hargrove Tate's engagement and the CEO search process shall transition to the Special Committee, and Hargrove Tate shall thereafter report to and take direction from the Special Committee with respect to the conduct of the search, the evaluation and advancement of candidates, and all material decisions relating to the search process, provided, however, that the N&G Committee shall continue to have full access to Hargrove Tate's work product and Search Materials and shall coordinate with the Special Committee as appropriate to ensure continuity and alignment between the search process and the Committee's broader governance responsibilities.

FURTHER RESOLVED, that in the event the Special Committee is not formed by April 1, 2024, or is dissolved prior to the completion of the CEO search process, oversight of the Hargrove Tate engagement shall revert to and remain with the N&G Committee, which shall continue to have full authority to direct the search process in accordance with these resolutions.

Resolution 7 — Confidentiality and Privilege Protocols

RESOLVED, that all communications between Hargrove Tate Partners LLC and the Company's directors, officers, employees, and advisors (including Calderwood & Harkness LLP and Ashworth Velmoran LLP) relating to the CEO search process shall be conducted in accordance with protocols designed and implemented to preserve the attorney-client privilege and work product protection to the fullest extent possible under applicable law, including the laws of the State of Delaware, the State of New York, and the United Kingdom.

FURTHER RESOLVED, that Hargrove Tate shall be instructed to direct all communications regarding the CEO search process through, or in coordination with, Calderwood & Harkness LLP, so as to preserve the privileged nature of the search process and the associated work product, and to minimize the risk that Search Materials or related communications could be subject to compelled disclosure in connection with any potential books-and-records demand under Section 220 of the DGCL, any litigation or regulatory proceeding, or any other legal process that may be initiated by Corvus Peak Capital Partners LP or any other party.

FURTHER RESOLVED, that Calderwood & Harkness LLP is hereby authorized and directed, in consultation with Ashworth Velmoran LLP, to develop and implement detailed written privilege and confidentiality protocols for the CEO search process, including protocols governing the creation, storage, transmission, and retention of Search Materials, the labeling of privileged communications, and the management of privilege logs, with such protocols to be presented to the N&G Committee and/or the Special Committee for review and approval at the earliest practicable date.

Resolution 8 — Documentation Standards

RESOLVED, that Hargrove Tate Partners LLC shall maintain contemporaneous, accurate, and complete written records of all candidate evaluations, interview summaries, reference check results, due diligence findings, and recommendation analyses prepared in connection with the CEO search, in a manner consistent with the governance protocols recommended by Calderwood & Harkness LLP in its memorandum entitled "CEO Search Process — Recommended Governance Protocols," dated March 20, 2024 (to be delivered), and in such form and detail as may be further specified by the N&G Committee or the Special Committee.

FURTHER RESOLVED, that such documentation shall be maintained by Hargrove Tate and made available to the N&G Committee, the Special Committee, and the Company's legal advisors for the express purpose of supporting the Board's ability to demonstrate, if called upon to do so, that the CEO search and succession process was conducted in a thorough, objective, and good-faith manner, consistent with the directors' fiduciary duties of care and loyalty under the DGCL and applicable principles of corporate governance, and that all candidates received fair and equal consideration on the merits.

Resolution 9 — Independence of Search Process

RESOLVED, that the Board hereby affirms and declares that the engagement of Hargrove Tate Partners LLC and the CEO search process authorized by these resolutions shall be conducted without any predetermined outcome, precommitment, or bias in favor of or against any particular candidate, whether internal or external, and that all qualified candidates shall receive fair and equal consideration on the merits of their qualifications, experience, leadership capabilities, and fit with the Company's strategic needs and organizational culture.

FURTHER RESOLVED, that the designation of Priya Nair-Whitfield as Interim Chief Executive Officer by the Board's resolution dated March 8, 2024, shall not be construed or interpreted as a precommitment to her permanent appointment as Chief Executive Officer, and the Board expressly affirms that Ms. Nair-Whitfield's candidacy for the permanent CEO position shall be evaluated by Hargrove Tate and by the N&G Committee and/or the Special Committee on the same terms and using the same criteria as any other candidate identified through the search process.

Resolution 10 — General Authorization

RESOLVED, that each of Dame Elspeth Greenvale, Non-Executive Chair of the Board, Nadine Khalil, General Counsel and Corporate Secretary of the Company, and Garrett Voss, Chief Financial Officer of the Company, acting individually and without the necessity of joinder by any other person, is hereby authorized, empowered, and directed to take all such further actions, execute and deliver all such further documents, instruments, certificates, and agreements, and do all such further things as any such person may deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, and to comply with all applicable legal and regulatory requirements in connection therewith, with such actions, when taken, to have the same force and effect as if specifically authorized by these resolutions.

Resolution 11 — Ratification

RESOLVED, that any and all actions heretofore taken by any officer, director, employee, or authorized agent of the Company in connection with the matters contemplated by the foregoing resolutions, including any preliminary discussions or negotiations with Hargrove Tate Partners LLC or Calderwood & Harkness LLP, are hereby ratified, confirmed, and approved in all respects as the valid and binding acts of the Company.

CERTIFICATION

I, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, hereby certify that the foregoing resolutions were duly adopted by the Board of Directors of Aurelius Global Media Group PLC at a meeting of the Board duly called and held on March 15, 2024, in accordance with the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and the General Corporation Law of the State of Delaware, at which meeting a quorum of directors was present and acting throughout, and that such resolutions have not been rescinded, modified, or amended and remain in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have executed this certification as of the date first written above.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Nadine Khalil

Title: General Counsel and Corporate Secretary

Date: March 15, 2024

EXHIBIT A

Summary of Proposed Hargrove Tate Partners LLC Engagement Terms

The following is a summary of the principal terms of the proposed engagement of Hargrove Tate Partners LLC by Aurelius Global Media Group PLC for the purpose of conducting a comprehensive search for a permanent Chief Executive Officer. This summary is provided for reference purposes and is qualified in its entirety by the terms of the definitive engagement letter to be negotiated and executed in accordance with Resolution 4 of the foregoing resolutions.

DISTRIBUTION NOTICE

Distribution of this document is strictly limited to the following persons:

• Members of the Board of Directors of Aurelius Global Media Group PLC

• Nadine Khalil, General Counsel and Corporate Secretary, Aurelius Global Media Group PLC

• Calderwood & Harkness LLP: Nathaniel Bower (Partner), Colette Whitman (Partner), Audrey Zhou (Counsel), Brendan Walsh (Associate)

This document is not authorized for external distribution and shall not be transmitted, copied, or disclosed to any person or entity not listed above without the prior written authorization of the Non-Executive Chair of the Board or the General Counsel and Corporate Secretary.

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

This document was prepared by Calderwood & Harkness LLP at the direction of the Board of Directors of Aurelius Global Media Group PLC and constitutes a privileged and confidential attorney-client communication and attorney work product. This document is protected from disclosure by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections. Any inadvertent disclosure of this document does not constitute a waiver of any applicable privilege or protection.

Term	Detail
Search Firm	Hargrove Tate Partners LLC
Address	200 Clarendon Street, 48th Floor, Boston, MA 02116
Lead Partner	Christine Aldridge
Total Fee	$750,000 (flat fee), payable in three equal installments of $250,000 each
Installment 1	$250,000 — payable upon execution of the definitive engagement letter
Installment 2	$250,000 — payable upon delivery of the initial candidate slate to the N&G Committee or Special Committee
Installment 3	$250,000 — payable upon successful completion of the placement (i.e., the Board's appointment of a permanent CEO)
Out-of-Pocket Expenses	Reasonable out-of-pocket expenses, subject to an aggregate cap to be negotiated and agreed upon in the engagement letter
Reporting Line	Directly to the N&G Committee and/or Special Committee (not to Company management)
Exclusivity	Hargrove Tate shall serve as the exclusive executive search firm engaged by the Company for the CEO position during the engagement period
Off-Limits Provision	Hargrove Tate shall not solicit, recruit, or actively seek to hire any member of AGMG's senior management team for any other client engagement for a period of twelve (12) months following the termination or completion of the engagement
Termination	Either party may terminate the engagement upon thirty (30) days' prior written notice to the other party; fees attributable to installment milestones that have been completed prior to the effective date of termination shall be non-refundable
Confidentiality	Strict confidentiality obligations regarding all candidate information, Search Materials, and search process details, with specific protocols to be implemented in coordination with Calderwood & Harkness LLP to preserve attorney-client privilege and work product protection
Governing Law	State of Delaware

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
RESOLUTIONS OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC
Authorizing the Nominating & Governance Committee to Retain Hargrove Tate Partners LLC as Executive Search Firm
March 15, 2024
DRAFT — Prepared by Calderwood & Harkness LLP, Matter No. 1017-00002
PREAMBLE AND RECITALS
The Board of Directors (the "Board") of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of the State of Delaware (the "Company"), acting at a meeting duly called and held on March 15, 2024, at which a quorum of directors was present and acting throughout, and having considered the recommendations of the Nominating & Governance Committee of the Board, the advice of independent governance counsel, and the materials presented to the Board in connection therewith, hereby adopts the following resolutions upon the basis of the recitals and determinations set forth below:
A. Corporate Identity
WHEREAS, Aurelius Global Media Group PLC ("AGMG" or the "Company") is a public limited company originally incorporated in the State of Delaware, United States of America, pursuant to a Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 14, 2009, under Delaware File Number 4827193, as amended and restated from time to time, and is registered as an overseas company in England and Wales pursuant to Part 34 of the Companies Act 2006 (United Kingdom); and
WHEREAS, the Company maintains its principal executive offices at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and is subject to the governance requirements and regulatory obligations applicable to companies dual-listed in the United States and the United Kingdom; and
WHEREAS, the Company's common shares, par value $0.01 per share (the "Common Shares"), 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 of the United Kingdom and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L"; 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
B. CEO Vacancy and Interim Designation
WHEREAS, Marcus Vane tendered his resignation as Chief Executive Officer and Executive Director of the Company, which resignation became effective on March 8, 2024, creating a vacancy in the office of Chief Executive Officer; and
WHEREAS, the Board of Directors, by unanimous written resolution dated March 8, 2024, designated Priya Nair-Whitfield, the Company's Chief Operating Officer and Executive Director, as Interim Chief Executive Officer, effective immediately, to serve in such capacity pending the completion of a formal CEO succession process to identify, evaluate, and appoint a permanent Chief Executive Officer of the Company; and
WHEREAS, the Board has determined, in the exercise of its business judgment and consistent with its fiduciary obligations, that a comprehensive, thorough, and well-documented search for a permanent Chief Executive Officer is in the best interests of the Company and its shareholders, and that the expeditious commencement of such a search is a matter of significant corporate priority given the Company's operating environment, competitive position, and current shareholder dynamics; and
C. Activist Context and Governance Backdrop
WHEREAS, Corvus Peak Capital Partners LP, a Delaware limited partnership ("Corvus Peak"), has disclosed beneficial ownership of approximately 8.7% of the Company's outstanding Common Shares, representing approximately 35,896,200 shares out of approximately 412,600,000 Common Shares outstanding as of the most recent record date, as reflected in its amended Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on February 26, 2024 (SEC File No. 005-92743); and
WHEREAS, in a letter dated February 12, 2024, addressed to Dame Elspeth Greenvale, Non-Executive Chair of the Board, Corvus Peak demanded, among other things, that the Board adopt a formal CEO succession plan, implement certain changes to the Company's capital allocation strategy, and undertake a comprehensive review of the Company's corporate governance practices, including the composition and refreshment process for the Board itself; and
WHEREAS, on March 1, 2024, Corvus Peak submitted formal director nominations for the Company's 2024 Annual General Meeting of Shareholders (the "2024 AGM"), nominating the following three individuals for election to the Board: (i) Malcolm Trask, (ii) Vanessa Loring, and (iii) Dr. Raymond Chu, each of whom, if elected, would serve alongside or in place of existing members of the Board, thereby presenting the potential for a contested election at the 2024 AGM; and
WHEREAS, the Board has determined that the engagement of an independent, nationally recognized executive search firm to conduct a formal, thorough, and well-documented CEO search process is responsive to shareholder concerns regarding the Company's leadership succession, is consistent with recognized best practices in corporate governance, and will serve to demonstrate the Board's commitment to acting in the best interests of all shareholders in connection with the CEO succession process; and
D. Nominating & Governance Committee Authority
WHEREAS, the Nominating & Governance Committee of the Board (the "N&G Committee"), currently comprised of independent directors and operating under a written charter most recently adopted and approved by the Board on June 14, 2023, has the authority under such charter and under the Company's Amended and Restated Bylaws (as amended, effective March 22, 2022) (the "Bylaws") to oversee the identification, evaluation, and recommendation of candidates for senior executive positions, including the position of Chief Executive Officer, and to engage and retain, at the Company's expense, such advisors, consultants, and search firms as the N&G Committee deems necessary or appropriate in the discharge of its responsibilities; and
WHEREAS, the N&G Committee, under the leadership of its Chair, Director Jonathan Mercer, has evaluated the qualifications, capabilities, relevant experience, independence, and proposed fee arrangements of several nationally recognized executive search firms, including Hargrove Tate Partners LLC, Adriatic Management Consulting, Marlowe Consulting Group, Pemberton Management Consulting, and Halcyon Strategy Partners, and following that evaluation process, the N&G Committee has determined that Hargrove Tate Partners LLC possesses the experience, reputation, industry knowledge, and capacity best suited to the Company's needs and has recommended the engagement of Hargrove Tate Partners LLC to conduct the CEO search; and
E. Special Committee Formation
WHEREAS, the Board anticipates forming a Special Committee comprised exclusively of independent directors (as such term is defined under the NYSE Listed Company Manual and the UK Corporate Governance Code) to oversee the CEO succession process and the Company's strategic response to the Corvus Peak activist campaign, with such formation anticipated to occur on or about March 18, 2024 (the "Special Committee"); and
WHEREAS, it is the intention of the Board that the engagement of the executive search firm authorized by these resolutions shall be coordinated with, and shall be subject to the oversight and direction of, the Special Committee once it has been duly constituted, so as to ensure the independence, integrity, and coherence of the overall governance response to the current circumstances; and
F. Hargrove Tate Partners LLC
WHEREAS, Hargrove Tate Partners LLC ("Hargrove Tate") is a Delaware limited liability company with its principal offices located at 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116, and is a nationally recognized executive search firm with substantial experience in CEO-level placements within the media, entertainment, and digital content industries; and
WHEREAS, Christine Aldridge, a senior partner of Hargrove Tate, has been designated as the lead partner for the proposed engagement and has represented to the N&G Committee that she and her team possess deep industry knowledge and a track record of successful CEO placements for publicly traded media and entertainment companies of comparable size and complexity to the Company; and
WHEREAS, the N&G Committee has satisfied itself as to Hargrove Tate's independence from the Company and its directors, officers, and significant shareholders, including Corvus Peak, and has confirmed that Hargrove Tate has no material business relationships that would impair its objectivity in conducting the search; and
G. Independent Governance Counsel
WHEREAS, the Board has engaged Calderwood & Harkness LLP ("Calderwood & Harkness"), a nationally recognized law firm with offices in New York, London, and Washington, D.C., as independent governance counsel to the Board, effective March 12, 2024, to advise the Board and its committees on matters relating to the CEO succession process, the Company's response to the Corvus Peak activist campaign, and related corporate governance matters; and
WHEREAS, Calderwood & Harkness has reviewed and advised on the proposed engagement of Hargrove Tate Partners LLC, including the proposed scope of engagement, fee arrangement, privilege and confidentiality protocols, and reporting structure, and has confirmed that the proposed engagement is consistent with best practices for board-directed executive search processes in the context of activist shareholder situations; and
WHEREAS, the Company's standing outside counsel, Ashworth Velmoran LLP (lead partner: Martin Cho), located at 1185 Avenue of the Americas, New York, New York 10036, continues to serve in its capacity as general corporate counsel to the Company, and a coordination protocol is being established between Calderwood & Harkness and Ashworth Velmoran to delineate the respective roles, responsibilities, and information-sharing arrangements between the two firms in connection with the matters addressed by these resolutions and related governance matters; and
H. Proposed Fee Arrangement
WHEREAS, Hargrove Tate has proposed a flat fee of Seven Hundred Fifty Thousand Dollars ($750,000) plus reasonable out-of-pocket expenses for the engagement, with such fee payable in three equal installments of Two Hundred Fifty Thousand Dollars ($250,000) each, as follows: (i) the first installment payable upon execution of the definitive engagement letter between the Company and Hargrove Tate, (ii) the second installment payable upon delivery by Hargrove Tate of the initial candidate slate to the N&G Committee or the Special Committee, as applicable, and (iii) the third installment payable upon the successful completion of the placement, defined as the Board's appointment of a permanent Chief Executive Officer; and
WHEREAS, the N&G Committee has reviewed and analyzed the proposed fee arrangement in light of competitive proposals received from other executive search firms, publicly available market data regarding fees for comparable CEO-level search engagements at publicly traded companies of similar size and complexity, and the advice of Calderwood & Harkness, and has determined that the proposed fee arrangement is reasonable, consistent with prevailing market terms for engagements of this nature, and in the best interests of the Company; and
I. Fiduciary Considerations
WHEREAS, the Board, in consultation with Calderwood & Harkness, has determined that retaining an independent executive search firm and conducting a structured, transparent, and well-documented CEO search process is essential to fulfilling the directors' fiduciary duties of care and loyalty under the General Corporation Law of the State of Delaware (the "DGCL"), and is consistent with the Board's obligations under the UK Corporate Governance Code and the Company's own corporate governance guidelines; and
WHEREAS, the Board recognizes that a thorough, well-documented, and objective search process will support the defensibility of the Board's ultimate CEO selection decision against potential challenges, whether brought by Corvus Peak or other shareholders, including any assertion that the succession process was predetermined, lacked independence, or was not conducted in good faith and with due care, and that such documentation may be particularly important in the event of any Section 220 books-and-records demand under the DGCL or derivative litigation challenging the Board's process; and
WHEREAS, the Board has determined that it is in the best interests of the Company and its shareholders to adopt the following resolutions;
OPERATIVE RESOLUTIONS
NOW, THEREFORE, BE IT:
Resolution 1 — Authorization of Engagement
RESOLVED, that the Nominating & Governance Committee of the Board is hereby authorized, empowered, and directed to retain Hargrove Tate Partners LLC, a Delaware limited liability company with principal offices at 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116 (lead partner: Christine Aldridge), as the Company's executive search firm to conduct a comprehensive search for a permanent Chief Executive Officer of the Company, on the terms and conditions described in these resolutions and in the definitive engagement letter to be entered into between the Company and Hargrove Tate in accordance with Resolution 4 below.
Resolution 2 — Scope of Engagement
RESOLVED, that the scope of Hargrove Tate's engagement shall include, without limitation, the following activities and deliverables:
(a) The development of a detailed position specification and ideal candidate profile for the role of Chief Executive Officer of the Company, prepared in close consultation with the N&G Committee (and, once formed, the Special Committee), taking into account the Company's strategic objectives, operating environment, organizational culture, and the specific leadership qualities and competencies that the Board determines are required for the successful execution of the Company's business strategy;
(b) The identification, sourcing, and preliminary vetting of both internal and external CEO candidates on a global basis, including but not limited to the current Interim Chief Executive Officer, Priya Nair-Whitfield, and any external candidates identified through the search process, with the objective of presenting the N&G Committee and/or the Special Committee with a diverse and highly qualified initial candidate slate;
(c) The conducting of thorough reference checks, background investigations, and due diligence on candidates advancing through the search process, including verification of educational credentials, employment history, regulatory and legal history, and reputational inquiries, in each case to the extent permitted by applicable law and consistent with candidate expectations regarding confidentiality;
(d) Coordination with Brackenridge Howard Associates Inc. ("BHA"), the Company's independent compensation consultant (lead consultant: Miriam Estabrook; principal office: 300 North LaSalle Street, Suite 4100, Chicago, Illinois 60654), on CEO compensation benchmarking and compensation package structuring for finalist candidates, including base salary, annual incentive compensation, long-term equity incentive awards, sign-on arrangements, severance and change-in-control protections, and other executive benefits, to ensure that any offer extended to the selected candidate is competitive and consistent with the Company's compensation philosophy and applicable regulatory requirements;
(e) The preparation and delivery of a comprehensive written assessment and recommendation regarding finalist candidates to the N&G Committee and/or the Special Committee, including a comparative analysis of each finalist's qualifications, strengths, areas of concern, and overall fit with the position specification and candidate profile, together with any supplemental materials requested by the N&G Committee or the Special Committee; and
(f) Assistance with the presentation of finalist candidates to the full Board, including preparation of candidate briefing materials, coordination of interview schedules, and facilitation of the Board's deliberative process leading to the selection and appointment of a permanent Chief Executive Officer.
Resolution 3 — Approval of Fee Arrangement
RESOLVED, that the fee arrangement proposed by Hargrove Tate Partners LLC for the engagement described in these resolutions is hereby reviewed and approved as reasonable and in the best interests of the Company, on the following terms:
(i) Total Flat Fee. A total flat fee of Seven Hundred Fifty Thousand Dollars ($750,000), payable in three equal installments as follows:
(A) First Installment. Two Hundred Fifty Thousand Dollars ($250,000), payable upon execution of the definitive engagement letter between the Company and Hargrove Tate Partners LLC;
(B) Second Installment. Two Hundred Fifty Thousand Dollars ($250,000), payable upon delivery by Hargrove Tate of the initial candidate slate to the N&G Committee or the Special Committee, as applicable; and
(C) Third Installment. Two Hundred Fifty Thousand Dollars ($250,000), payable upon successful completion of the placement, defined as the date on which the Board of Directors formally appoints a permanent Chief Executive Officer of the Company.
(ii) Out-of-Pocket Expenses. Reimbursement of reasonable out-of-pocket expenses incurred by Hargrove Tate in connection with the engagement, including travel, lodging, candidate entertainment, and administrative costs, subject to an aggregate expense cap to be negotiated and agreed upon in the definitive engagement letter between the Company and Hargrove Tate.
FURTHER RESOLVED, that Garrett Voss, Chief Financial Officer of the Company, is hereby authorized and directed to process the first installment payment of Two Hundred Fifty Thousand Dollars ($250,000) to Hargrove Tate Partners LLC promptly following the execution of the definitive engagement letter, and to process subsequent installment payments in accordance with the terms of the engagement letter upon confirmation from the Chair of the N&G Committee or the Special Committee, as applicable, that the relevant milestone has been achieved.
Resolution 4 — Engagement Letter Execution
RESOLVED, that Dame Elspeth Greenvale, in her capacity as Non-Executive Chair of the Board, or, in her absence or unavailability, Nadine Khalil, General Counsel and Corporate Secretary of the Company, is hereby authorized, empowered, and directed to negotiate, finalize, and execute the definitive engagement letter with Hargrove Tate Partners LLC on behalf of the Company, incorporating the material terms described in these resolutions and in the summary of proposed engagement terms attached hereto as Exhibit A, together with such additional customary terms, representations, covenants, and conditions as such authorized person may deem necessary, appropriate, or desirable in consultation with Calderwood & Harkness LLP, including customary provisions relating to indemnification, limitation of liability, dispute resolution, governing law, and termination, provided that any material deviation from the terms approved in these resolutions shall require the prior approval of the N&G Committee or the Special Committee.
Resolution 5 — Reporting and Oversight
RESOLVED, that Hargrove Tate Partners LLC shall report directly to the N&G Committee of the Board (and, once constituted, to the Special Committee as provided in Resolution 6 below) and shall not report to, or take direction from, the Company's management, including the Interim Chief Executive Officer or any other executive officer of the Company, with respect to the conduct of the CEO search, the evaluation of candidates, or the formulation of recommendations, it being the intent of the Board that the search process shall be fully independent of management influence or control.
FURTHER RESOLVED, that Hargrove Tate shall provide periodic written status reports to the N&G Committee and/or the Special Committee at intervals of not less than every two weeks (bi-weekly) during the active search period, with such reports to include, at a minimum, a summary of sourcing activities undertaken, the number and general profile of candidates identified and contacted, the status of candidate discussions and interviews, and any issues or developments requiring the attention or direction of the Committee.
FURTHER RESOLVED, that all candidate materials, interview notes, evaluations, assessments, recommendation memoranda, and other work product produced by Hargrove Tate in connection with the engagement (collectively, "Search Materials") shall be treated as strictly confidential and privileged to the maximum extent permissible under applicable law, including the attorney-client privilege and the work product doctrine, and shall not be disclosed to any person or entity outside of the Board, the N&G Committee, the Special Committee, and the Company's authorized legal advisors (Calderwood & Harkness LLP and Ashworth Velmoran LLP) without the prior written consent of the N&G Committee or the Special Committee, as applicable.
Resolution 6 — Coordination with Special Committee
RESOLVED, that upon the formation of the Special Committee (anticipated to occur on or about March 18, 2024), primary oversight of Hargrove Tate's engagement and the CEO search process shall transition to the Special Committee, and Hargrove Tate shall thereafter report to and take direction from the Special Committee with respect to the conduct of the search, the evaluation and advancement of candidates, and all material decisions relating to the search process, provided, however, that the N&G Committee shall continue to have full access to Hargrove Tate's work product and Search Materials and shall coordinate with the Special Committee as appropriate to ensure continuity and alignment between the search process and the Committee's broader governance responsibilities.
FURTHER RESOLVED, that in the event the Special Committee is not formed by April 1, 2024, or is dissolved prior to the completion of the CEO search process, oversight of the Hargrove Tate engagement shall revert to and remain with the N&G Committee, which shall continue to have full authority to direct the search process in accordance with these resolutions.
Resolution 7 — Confidentiality and Privilege Protocols
RESOLVED, that all communications between Hargrove Tate Partners LLC and the Company's directors, officers, employees, and advisors (including Calderwood & Harkness LLP and Ashworth Velmoran LLP) relating to the CEO search process shall be conducted in accordance with protocols designed and implemented to preserve the attorney-client privilege and work product protection to the fullest extent possible under applicable law, including the laws of the State of Delaware, the State of New York, and the United Kingdom.
FURTHER RESOLVED, that Hargrove Tate shall be instructed to direct all communications regarding the CEO search process through, or in coordination with, Calderwood & Harkness LLP, so as to preserve the privileged nature of the search process and the associated work product, and to minimize the risk that Search Materials or related communications could be subject to compelled disclosure in connection with any potential books-and-records demand under Section 220 of the DGCL, any litigation or regulatory proceeding, or any other legal process that may be initiated by Corvus Peak Capital Partners LP or any other party.
FURTHER RESOLVED, that Calderwood & Harkness LLP is hereby authorized and directed, in consultation with Ashworth Velmoran LLP, to develop and implement detailed written privilege and confidentiality protocols for the CEO search process, including protocols governing the creation, storage, transmission, and retention of Search Materials, the labeling of privileged communications, and the management of privilege logs, with such protocols to be presented to the N&G Committee and/or the Special Committee for review and approval at the earliest practicable date.
Resolution 8 — Documentation Standards
RESOLVED, that Hargrove Tate Partners LLC shall maintain contemporaneous, accurate, and complete written records of all candidate evaluations, interview summaries, reference check results, due diligence findings, and recommendation analyses prepared in connection with the CEO search, in a manner consistent with the governance protocols recommended by Calderwood & Harkness LLP in its memorandum entitled "CEO Search Process — Recommended Governance Protocols," dated March 20, 2024 (to be delivered), and in such form and detail as may be further specified by the N&G Committee or the Special Committee.
FURTHER RESOLVED, that such documentation shall be maintained by Hargrove Tate and made available to the N&G Committee, the Special Committee, and the Company's legal advisors for the express purpose of supporting the Board's ability to demonstrate, if called upon to do so, that the CEO search and succession process was conducted in a thorough, objective, and good-faith manner, consistent with the directors' fiduciary duties of care and loyalty under the DGCL and applicable principles of corporate governance, and that all candidates received fair and equal consideration on the merits.
Resolution 9 — Independence of Search Process
RESOLVED, that the Board hereby affirms and declares that the engagement of Hargrove Tate Partners LLC and the CEO search process authorized by these resolutions shall be conducted without any predetermined outcome, precommitment, or bias in favor of or against any particular candidate, whether internal or external, and that all qualified candidates shall receive fair and equal consideration on the merits of their qualifications, experience, leadership capabilities, and fit with the Company's strategic needs and organizational culture.
FURTHER RESOLVED, that the designation of Priya Nair-Whitfield as Interim Chief Executive Officer by the Board's resolution dated March 8, 2024, shall not be construed or interpreted as a precommitment to her permanent appointment as Chief Executive Officer, and the Board expressly affirms that Ms. Nair-Whitfield's candidacy for the permanent CEO position shall be evaluated by Hargrove Tate and by the N&G Committee and/or the Special Committee on the same terms and using the same criteria as any other candidate identified through the search process.
Resolution 10 — General Authorization
RESOLVED, that each of Dame Elspeth Greenvale, Non-Executive Chair of the Board, Nadine Khalil, General Counsel and Corporate Secretary of the Company, and Garrett Voss, Chief Financial Officer of the Company, acting individually and without the necessity of joinder by any other person, is hereby authorized, empowered, and directed to take all such further actions, execute and deliver all such further documents, instruments, certificates, and agreements, and do all such further things as any such person may deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, and to comply with all applicable legal and regulatory requirements in connection therewith, with such actions, when taken, to have the same force and effect as if specifically authorized by these resolutions.
Resolution 11 — Ratification
RESOLVED, that any and all actions heretofore taken by any officer, director, employee, or authorized agent of the Company in connection with the matters contemplated by the foregoing resolutions, including any preliminary discussions or negotiations with Hargrove Tate Partners LLC or Calderwood & Harkness LLP, are hereby ratified, confirmed, and approved in all respects as the valid and binding acts of the Company.
CERTIFICATION
I, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, hereby certify that the foregoing resolutions were duly adopted by the Board of Directors of Aurelius Global Media Group PLC at a meeting of the Board duly called and held on March 15, 2024, in accordance with the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and the General Corporation Law of the State of Delaware, at which meeting a quorum of directors was present and acting throughout, and that such resolutions have not been rescinded, modified, or amended and remain in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have executed this certification as of the date first written above.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Nadine Khalil
Title: General Counsel and Corporate Secretary
Date: March 15, 2024
EXHIBIT A
Summary of Proposed Hargrove Tate Partners LLC Engagement Terms
The following is a summary of the principal terms of the proposed engagement of Hargrove Tate Partners LLC by Aurelius Global Media Group PLC for the purpose of conducting a comprehensive search for a permanent Chief Executive Officer. This summary is provided for reference purposes and is qualified in its entirety by the terms of the definitive engagement letter to be negotiated and executed in accordance with Resolution 4 of the foregoing resolutions.
DISTRIBUTION NOTICE
Distribution of this document is strictly limited to the following persons:
•  Members of the Board of Directors of Aurelius Global Media Group PLC
•  Nadine Khalil, General Counsel and Corporate Secretary, Aurelius Global Media Group PLC
•  Calderwood & Harkness LLP: Nathaniel Bower (Partner), Colette Whitman (Partner), Audrey Zhou (Counsel), Brendan Walsh (Associate)
This document is not authorized for external distribution and shall not be transmitted, copied, or disclosed to any person or entity not listed above without the prior written authorization of the Non-Executive Chair of the Board or the General Counsel and Corporate Secretary.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT
This document was prepared by Calderwood & Harkness LLP at the direction of the Board of Directors of Aurelius Global Media Group PLC and constitutes a privileged and confidential attorney-client communication and attorney work product. This document is protected from disclosure by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections. Any inadvertent disclosure of this document does not constitute a waiver of any applicable privilege or protection.
Term | Detail
Search Firm | Hargrove Tate Partners LLC
Address | 200 Clarendon Street, 48th Floor, Boston, MA 02116
Lead Partner | Christine Aldridge
Total Fee | $750,000 (flat fee), payable in three equal installments of $250,000 each
Installment 1 | $250,000 — payable upon execution of the definitive engagement letter
Installment 2 | $250,000 — payable upon delivery of the initial candidate slate to the N&G Committee or Special Committee
Installment 3 | $250,000 — payable upon successful completion of the placement (i.e., the Board's appointment of a permanent CEO)
Out-of-Pocket Expenses | Reasonable out-of-pocket expenses, subject to an aggregate cap to be negotiated and agreed upon in the engagement letter
Reporting Line | Directly to the N&G Committee and/or Special Committee (not to Company management)
Exclusivity | Hargrove Tate shall serve as the exclusive executive search firm engaged by the Company for the CEO position during the engagement period
Off-Limits Provision | Hargrove Tate shall not solicit, recruit, or actively seek to hire any member of AGMG's senior management team for any other client engagement for a period of twelve (12) months following the termination or completion of the engagement
Termination | Either party may terminate the engagement upon thirty (30) days' prior written notice to the other party; fees attributable to installment milestones that have been completed prior to the effective date of termination shall be non-refundable
Confidentiality | Strict confidentiality obligations regarding all candidate information, Search Materials, and search process details, with specific protocols to be implemented in coordination with Calderwood & Harkness LLP to preserve attorney-client privilege and work product protection
Governing Law | State of Delaware

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

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

PREAMBLE AND RECITALS

OPERATIVE RESOLUTIONS

NOW, THEREFORE, BE IT:

CERTIFICATION

AURELIUS GLOBAL MEDIA GROUP PLC

EXHIBIT A

DISTRIBUTION NOTICE

Record

Parties

Dates

Amounts