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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

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

Formation of a Special Committee of the Board of Directors

March 18, 2024

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

The following resolutions were presented to, considered by, and adopted by the Board of Directors (the "Board") of Aurelius Global Media Group PLC (the "Company" or "AGMG") at a meeting duly called and held on March 18, 2024, at which a quorum of the Board was present and acting throughout, upon motion duly made and seconded:

RECITALS

WHEREAS, Aurelius Global Media Group PLC ("AGMG" or the "Company") is a public limited company duly incorporated and existing under the laws of the State of Delaware, with its Certificate of Incorporation originally filed with the Secretary of State of the State of Delaware on September 14, 2009, under Delaware File Number 4827193, and is registered as an overseas company in England and Wales pursuant to the Companies Act 2006, with its principal executive office located at 14 Sceptre Row, London EC2V 7QN, United Kingdom; and the Company's shares of common stock, 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 United Kingdom Financial Conduct Authority and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L"; and as of the date hereof, there are 412,600,000 shares of common stock of the Company issued and outstanding; and

WHEREAS, Marcus Vane resigned from his positions as Chief Executive Officer and Executive Director of the Company, effective as of March 8, 2024; and in connection with Mr. Vane's resignation, the Board designated Priya Nair-Whitfield, who serves as the Company's Chief Operating Officer and as an Executive Director, to serve as Interim Chief Executive Officer of the Company, effective upon Mr. Vane's resignation, such designation being on an interim basis pending the completion of a formal CEO succession process; and the Board has retained Hargrove Tate Partners LLC, a nationally recognized executive search firm, with Christine Aldridge serving as Lead Partner, effective as of March 15, 2024, to conduct a comprehensive formal search for a permanent Chief Executive Officer of the Company; and

WHEREAS, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership, filed an initial Schedule 13D with the United States Securities and Exchange Commission (the "SEC") on January 18, 2024, disclosing beneficial ownership of approximately 6.1% of the Company's outstanding shares of common stock; and on February 12, 2024, Corvus Peak transmitted a letter to the Board of Directors demanding, among other things, (i) the appointment of two new independent directors to the Board, (ii) the immediate commencement of a comprehensive strategic review of the Company's operations, business segments, and capital allocation, and (iii) the implementation of a formal and transparent CEO succession plan; and on February 26, 2024, Corvus Peak filed an amended Schedule 13D with the SEC disclosing an increase in its beneficial ownership to approximately 8.7% of the Company's outstanding shares of common stock, representing approximately 35,896,200 shares, and announcing its intention to nominate three director candidates for election at the Company's 2024 Annual General Meeting of Stockholders (the "2024 Annual Meeting"); and on March 1, 2024, Corvus Peak formally submitted to the Company director nominations for the 2024 Annual Meeting, nominating the following individuals: Malcolm Trask (age 58, former Chief Executive Officer of Archway Digital Holdings Inc.), Vanessa Loring (age 44, Managing Director at Corvus Peak Capital Partners LP), and Dr. Raymond Chu (age 61, former President of Helix Media Networks Inc.); and the Board has reviewed and determined that such nominations were submitted within the advance notice window (February 10, 2024 through March 11, 2024) prescribed by Article II, Section 12 of the Company's Amended and Restated Bylaws, as most recently amended and restated effective March 22, 2022 (the "Bylaws"), and accordingly constitute valid nominations under the Bylaws; and Corvus Peak is represented by counsel at Blackthorn Howell & Crane LLP, with Dominic Sayer serving as Lead Partner; and

WHEREAS, on March 12, 2024, the Board engaged Calderwood & Harkness LLP, with Nathaniel Bower serving as Responsible Partner, as independent governance counsel to advise the Board in connection with the CEO succession process and the Board's evaluation of and response to the activist campaign initiated by Corvus Peak; and Calderwood & Harkness LLP was engaged in addition to, and separate from, the Company's standing outside counsel, Ashworth Velmoran LLP, with Martin Cho serving as Lead Partner, in order to provide the Board with independent legal advice that is separate from counsel aligned with or regularly retained by the Company's management; and the Company has also engaged Citrine Advisory Group Inc., with Sandra Eriksson serving as Managing Director, as proxy solicitor, effective as of February 28, 2024, to advise and assist the Company in connection with proxy solicitation matters relating to the 2024 Annual Meeting and the contested election anticipated in connection with the Corvus Peak nominations; and

WHEREAS, the Board has determined, upon careful deliberation and in the exercise of its business judgment, that it is in the best interests of the Company and its stockholders to establish a special committee of the Board composed exclusively of independent, non-executive directors (the "Special Committee") to oversee and direct the CEO succession process and to coordinate the Board's response to the proxy contest initiated by Corvus Peak Capital Partners LP; and the Board has received, reviewed, and considered the recommendation of Calderwood & Harkness LLP, as set forth in its confidential memorandum to the Board dated March 17, 2024, regarding best practices for Special Committee composition, scope of authority, delegated powers, and director independence under applicable Delaware law, including relevant provisions of the Delaware General Corporation Law (the "DGCL"), as well as the listing standards of the New York Stock Exchange; and the Board has determined that the formation of the Special Committee as set forth in these resolutions is consistent with and in furtherance of the Board's fiduciary duties of care and loyalty under the DGCL and applicable law; and

WHEREAS, the Board currently consists of nine voting members following the vacancy created by Mr. Vane's resignation from the Board (which seat has not yet been filled), such members being: Dame Elspeth Greenvale, serving as Independent Non-Executive Chair of the Board; Priya Nair-Whitfield, serving as Interim Chief Executive Officer, Chief Operating Officer, and Executive Director; Tobias Kessler, serving as Independent Non-Executive Director; Lucinda Farrow-Grant, serving as Independent Non-Executive Director; Reginald Osei, serving as Independent Non-Executive Director; Sofia Delgado-Ríos, serving as Independent Non-Executive Director; Hugh Pemberton, serving as Non-Executive Director and Co-Founder of the Company; Dr. Anwen Llewellyn, serving as Independent Non-Executive Director; and Garrett Voss, serving as Chief Financial Officer and Executive Director; and Nadine Khalil, the Company's General Counsel and Corporate Secretary, attends meetings of the Board in a non-voting advisory capacity;

NOW, THEREFORE, BE IT RESOLVED, as follows:

RESOLVED CLAUSES

Resolution 1 — Establishment of the Special Committee

RESOLVED, that the Board of Directors of Aurelius Global Media Group PLC hereby establishes a Special Committee of the Board of Directors (the "Special Committee"), which shall be constituted and operative effective immediately upon the adoption of these resolutions. The Special Committee shall be a duly authorized committee of the Board, established pursuant to Section 141(c) of the Delaware General Corporation Law and Article III of the Company's Amended and Restated Bylaws. The Special Committee shall have all of the powers, authority, and responsibilities delegated to it by these resolutions and by the Special Committee Charter adopted concurrently herewith.

Resolution 2 — Composition and Membership

RESOLVED, that the Special Committee shall consist of three independent, non-executive directors of the Company, as follows:

1. Tobias Kessler — Chair of the Special Committee. Mr. Kessler, age 63, is a retired Managing Partner of Kessler Marsh Advisory LLP and serves as an Independent Non-Executive Director of the Company. Mr. Kessler brings to the Special Committee extensive experience in financial advisory matters, corporate governance, and board leadership, having advised numerous public companies on matters of executive succession and strategic positioning over a career spanning more than three decades.

2. Lucinda Farrow-Grant — Member. Ms. Farrow-Grant, age 55, is the Chief Executive Officer of Farrow-Grant Ventures Ltd. and serves as an Independent Non-Executive Director of the Company. Ms. Farrow-Grant brings to the Special Committee a strong entrepreneurial and venture capital perspective, together with substantial experience in evaluating executive talent and organizational strategy across the media, technology, and communications sectors.

3. Dr. Anwen Llewellyn — Member. Dr. Llewellyn, age 46, is a Professor of Corporate Strategy at Ashford Business School and serves as an Independent Non-Executive Director of the Company. Dr. Llewellyn brings to the Special Committee deep academic and practical expertise in corporate strategy, governance best practices, and stakeholder engagement, as well as experience advising boards of directors on matters relating to contested elections and shareholder activism.

RESOLVED FURTHER, that each of the foregoing members of the Special Committee has been determined by the Board, in its business judgment and based on information available to the Board, to be independent under the applicable listing standards of the New York Stock Exchange, and to be free from any material relationship with Corvus Peak Capital Partners LP, its general partner, any of its limited partners, any of its affiliates, any identified CEO candidate, or any other party that would reasonably be expected to compromise such member's ability to exercise independent judgment in the discharge of the Special Committee's responsibilities. The selection of the foregoing members reflects the Board's considered judgment that the composition of the Special Committee provides an appropriate combination of financial advisory expertise (Mr. Kessler), entrepreneurial and venture perspective (Ms. Farrow-Grant), and academic corporate strategy and governance expertise (Dr. Llewellyn), while ensuring that no executive director of the Company serves on the Special Committee, thereby avoiding the inherent conflicts of interest that would arise from having members of management oversee the Company's own CEO succession process or participate in strategic decisions regarding the Board's response to an activist campaign that may implicate management's interests.

RESOLVED FURTHER, that any vacancy on the Special Committee, whether arising from resignation, removal, disqualification, or otherwise, shall be filled only by resolution of the full Board, and only with an independent, non-executive director who satisfies the independence criteria set forth in this resolution.

Resolution 3 — Scope and Purpose

RESOLVED, that the Special Committee is hereby granted the following mandates, which shall define the scope and purpose of the Special Committee's activities:

(a) CEO Succession Process. The Special Committee shall have full authority to oversee, direct, and manage the formal process for identifying, evaluating, interviewing, and recommending to the full Board a permanent successor to serve as Chief Executive Officer of the Company. Without limiting the generality of the foregoing, the Special Committee's authority with respect to the CEO succession process shall include the authority to:

(i) work directly with Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner), as the executive search firm retained by the Company, and to direct such firm in the conduct of the search, including by establishing candidate evaluation criteria, interview schedules, and assessment protocols;

(ii) identify, evaluate, and interview candidates for the position of Chief Executive Officer, whether such candidates are internal to the Company or external;

(iii) commission background checks, reference checks, and such other due diligence as the Special Committee deems appropriate with respect to any candidate;

(iv) negotiate, or direct the negotiation of, the principal economic and governance terms of any proposed employment arrangement with a preferred candidate, subject to the requirement that any binding employment agreement shall require approval by the full Board; and

(v) make a final recommendation to the full Board regarding the appointment of a permanent Chief Executive Officer, together with a summary of the Special Committee's process, findings, and rationale.

(b) Activist Response Coordination. The Special Committee shall have authority to coordinate the Board's strategic response to the proxy contest initiated by Corvus Peak Capital Partners LP in connection with the 2024 Annual Meeting, including, without limitation:

(i) oversight and direction of the Company's proxy solicitation efforts, in coordination with Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director) as the Company's retained proxy solicitor;

(ii) evaluation of any settlement proposals, cooperation proposals, or other communications received from Corvus Peak Capital Partners LP, its counsel (Blackthorn Howell & Crane LLP), or any of its affiliates or representatives;

(iii) evaluation of defensive measures that may be available to the Company under applicable law and the Company's governing documents, including but not limited to any measures relating to the Company's advance notice bylaws, stockholder rights plan (if any), or other governance provisions;

(iv) direct engagement with institutional shareholders of the Company regarding the contested election, the Board's strategic vision, and the Company's governance practices; and

(v) coordination with the Company's investor relations function, public relations advisors, and communications counsel regarding messaging and disclosures related to the proxy contest.

(c) Settlement Authority. The Special Committee shall have authority to evaluate, and to negotiate the terms of, any proposed settlement, cooperation agreement, standstill arrangement, or similar agreement with Corvus Peak Capital Partners LP, its affiliates, or its representatives; provided, however, that the Special Committee shall not have authority to unilaterally execute any such agreement on behalf of the Company, and any settlement, cooperation agreement, or standstill arrangement shall require approval and authorization by the full Board prior to execution by any officer of the Company.

(d) Strategic Alternatives. The Special Committee shall have authority to recommend to the full Board whether, in the Special Committee's judgment, the evaluation of strategic alternatives for the Company (including but not limited to a potential sale, merger, spin-off, recapitalization, or other change-of-control transaction) is advisable in connection with the activist campaign or otherwise; provided, however, that authorization to actually engage a financial advisor to explore strategic alternatives or to formally commence a strategic alternatives review process shall in all cases require the prior approval of the full Board.

Resolution 4 — Authority and Powers

RESOLVED, that the Special Committee shall have sole and exclusive authority with respect to all matters within the scope of its mandate as set forth in Resolution 3 above, subject only to the requirement that final decisions regarding (i) the appointment of a permanent Chief Executive Officer of the Company and (ii) the execution of any settlement, cooperation agreement, or standstill arrangement with Corvus Peak Capital Partners LP or its affiliates shall in each case require the approval of the full Board.

RESOLVED FURTHER, that in furtherance of its mandate, the Special Committee is hereby authorized to take the following actions, in each case at the expense of the Company:

(a) Retention of Independent Advisors. The Special Committee is authorized to retain, at the Company's expense, such independent legal counsel, financial advisors, executive search consultants, proxy solicitors, communications advisors, and other professional advisors as the Special Committee, in its sole discretion, deems necessary, appropriate, or advisable in connection with the discharge of its duties. The Special Committee shall have sole authority to determine the terms of engagement of any such advisors, including compensation and the scope of any such engagement. The Special Committee is directed to work with Calderwood & Harkness LLP (Nathaniel Bower, Responsible Partner) as its primary legal advisor, consistent with the Board's prior engagement of that firm as independent governance counsel, and the Company shall pay all fees and expenses of Calderwood & Harkness LLP in connection with such engagement.

(b) Direction of Executive Search. The Special Committee is authorized to direct Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner) in all aspects of the conduct of the CEO search, including the establishment of candidate evaluation criteria, interview schedules, assessment protocols, and such other processes as the Special Committee deems appropriate. Hargrove Tate Partners LLC shall report directly to the Special Committee with respect to the CEO search, and the Special Committee shall serve as the firm's primary point of contact within the Board.

(c) Access to Company Information. The Special Committee is authorized to access all books, records, files, documents, data, and other information of the Company that are relevant to the Special Committee's mandate, whether held in physical or electronic form, and to require any officer, director, or employee of the Company to furnish information, documents, or other materials to the Special Committee as the Special Committee may reasonably request. Management of the Company, including the Interim Chief Executive Officer (Priya Nair-Whitfield), the Chief Financial Officer (Garrett Voss), and the General Counsel and Corporate Secretary (Nadine Khalil), are hereby directed to cooperate fully with the Special Committee and to respond promptly to any requests for information.

(d) Meetings and Engagement. The Special Committee is authorized to meet with any candidate for the position of Chief Executive Officer, with any representative of Corvus Peak Capital Partners LP or its counsel (Blackthorn Howell & Crane LLP, Dominic Sayer, Lead Partner), with institutional shareholders of the Company, and with any other person or entity, in each case on behalf of the Board and in furtherance of the Special Committee's mandate.

(e) Sub-Committees. The Special Committee is authorized to establish such sub-committees as it deems appropriate, composed of one or more members of the Special Committee, and to delegate to any such sub-committee such authority as the Special Committee deems appropriate, consistent with applicable law.

(f) Procedures. The Special Committee is authorized to determine its own rules of procedure, including meeting schedules, notice requirements, quorum requirements, and voting rules. The quorum for any meeting of the Special Committee shall be a majority of its members (i.e., two of three). Actions of the Special Committee shall be taken by the affirmative vote of a majority of the members present at any meeting at which a quorum exists, or by the unanimous written consent of all members.

(g) Expenses. The Special Committee is authorized to incur reasonable and necessary expenses in connection with the discharge of its duties, including travel, lodging, meals, document production, and professional fees, all of which expenses shall be borne by the Company. The Company's finance department and General Counsel shall facilitate the prompt payment of all such expenses upon submission by the Special Committee or its Chair.

Resolution 5 — Independence and Conflict Protocols

RESOLVED, that the following independence and conflict-of-interest protocols shall govern the conduct of the Special Committee and its members:

(a) Disclosure of Conflicts. Each member of the Special Committee shall promptly disclose to the other members of the Special Committee any actual or potential conflict of interest, or any circumstance that could reasonably be perceived as creating a conflict of interest, arising in connection with the Special Committee's work, including but not limited to any personal, financial, familial, or professional relationship with Corvus Peak Capital Partners LP, any of its affiliates or nominees, any identified CEO candidate, or any party to a potential strategic transaction.

(b) Recusal. No member of the Special Committee shall participate in the deliberations of, or cast a vote on, any matter in which such member has a direct personal interest or with respect to which such member has a conflict of interest, as determined by the remaining members of the Special Committee, acting in good faith.

(c) Information Barriers. The Special Committee shall establish and maintain appropriate information barriers with respect to any strategic alternatives that may be considered by the Special Committee, consistent with guidance from Calderwood & Harkness LLP and applicable securities laws, including Regulation FD promulgated by the SEC. To the extent the Special Committee receives material nonpublic information in connection with its mandate, such information shall be handled in accordance with the Company's Insider Trading Policy and applicable legal requirements.

(d) Exclusion of Executive and Non-Independent Directors. Executive directors of the Company (currently Priya Nair-Whitfield and Garrett Voss) and non-independent directors (currently Hugh Pemberton) are excluded from membership on the Special Committee in order to preserve the independence of the Special Committee and to avoid the inherent conflicts of interest that would arise from having members of management or insiders oversee the CEO succession process or participate in strategic decisions regarding the Board's response to an activist campaign that may directly implicate the interests of management and insiders. Nothing in this resolution shall preclude the Special Committee from inviting any executive director, non-independent director, officer, or employee of the Company to attend a meeting of the Special Committee in a non-voting, informational capacity, at the Special Committee's discretion.

Resolution 6 — Reporting Obligations

RESOLVED, that the Special Committee shall report to the full Board regarding its activities, findings, and recommendations as follows:

(a) Regular Reports. The Special Committee shall provide a report to the full Board at each regularly scheduled meeting of the Board, and at such other times as the Chair of the Special Committee (Tobias Kessler) or the Chair of the Board (Dame Elspeth Greenvale) deems appropriate or necessary in light of material developments.

(b) Confidentiality and Privilege. All materials prepared by or for the Special Committee in connection with the CEO succession process, the Board's response to the Corvus Peak activist campaign, and any other matter within the Special Committee's mandate shall be maintained as confidential and privileged to the fullest extent permitted by applicable law, including the attorney-client privilege and the work-product doctrine. Access to such materials shall be limited to members of the Special Committee, Calderwood & Harkness LLP (as independent governance counsel), and such other advisors as the Special Committee may specifically authorize in writing. The General Counsel and Corporate Secretary (Nadine Khalil) shall be responsible for maintaining appropriate document security protocols with respect to Special Committee materials, subject to the direction of the Special Committee Chair.

(c) Liaison Function. The Chair of the Special Committee (Tobias Kessler) shall serve as the primary liaison between the Special Committee and the full Board, as well as between the Special Committee and the Company's external advisors, including Calderwood & Harkness LLP, Hargrove Tate Partners LLC, Citrine Advisory Group Inc., and Ashworth Velmoran LLP. All communications between the Special Committee and such advisors shall be coordinated through the Chair, unless the Special Committee determines otherwise.

Resolution 7 — Compensation of Special Committee Members

RESOLVED, that in recognition of the significant time commitment and responsibilities attendant to service on the Special Committee, each member of the Special Committee shall receive the following additional compensation for such service, in each case in addition to the standard compensation payable to non-executive directors of the Company pursuant to the Company's non-executive director compensation program:

(a) Each member of the Special Committee shall receive an additional quarterly retainer of Twenty-Five Thousand Dollars ($25,000) for service on the Special Committee.

(b) The Chair of the Special Committee (Tobias Kessler) shall receive, in lieu of the retainer set forth in clause (a), an additional quarterly retainer of Thirty-Five Thousand Dollars ($35,000) for service as Chair of the Special Committee, reflecting the additional responsibilities and time commitment associated with the Chair role.

(c) Such compensation shall be payable for so long as the Special Committee remains in existence and the applicable member continues to serve on the Special Committee, prorated for any partial quarter of service.

Resolution 8 — Duration and Termination

RESOLVED, that the Special Committee shall continue in existence until the earliest to occur of the following:

(a) the appointment of a permanent Chief Executive Officer of the Company by the full Board;

(b) the resolution of the Corvus Peak Capital Partners LP activist campaign, whether by settlement, completion of the proxy contest at the 2024 Annual Meeting, withdrawal of the Corvus Peak nominations, or otherwise; or

RESOLVED FURTHER, that upon the termination of the Special Committee, the Special Committee shall deliver a final written report to the full Board summarizing the Special Committee's activities, findings, recommendations, and any pending matters requiring the Board's attention. The Special Committee shall also ensure the preservation of all Special Committee records, minutes, materials, and correspondence consistent with applicable legal obligations, the Company's document retention policies, and any applicable litigation hold or preservation obligations.

Resolution 9 — Ratification and Confirmation

RESOLVED, that all actions heretofore taken by any officer or director of the Company, or by any agent or advisor acting at the direction of any officer or director of the Company, in connection with or in furtherance of the matters contemplated by these resolutions, including but not limited to the engagement of Calderwood & Harkness LLP, Hargrove Tate Partners LLC, and Citrine Advisory Group Inc., and any communications with Corvus Peak Capital Partners LP or its representatives, are hereby ratified, confirmed, and approved in all respects as the valid and authorized acts of the Company.

RESOLVED FURTHER, that the General Counsel and Corporate Secretary of the Company (Nadine Khalil) is hereby directed to maintain a true and complete record of these resolutions in the official minute books of the Company, and to furnish certified copies thereof to any person or entity entitled to receive such copies under applicable law or the Company's governing documents.

Resolution 10 — Omnibus Authorization

RESOLVED, that the officers of the Company, and each of them acting individually, are hereby authorized, empowered, and directed to take all actions and to execute and deliver all agreements, instruments, certificates, filings, and other documents as may be necessary, appropriate, or advisable, in the judgment of such officer, to carry out the intent and purposes of the foregoing resolutions, and the taking of any such action, or the execution and delivery of any such document, shall be conclusive evidence of such officer's authority to act on behalf of the Company in connection with the matters contemplated hereby.

ATTESTATION AND CERTIFICATION

The undersigned hereby certifies that the foregoing resolutions were duly adopted by the Board of Directors of Aurelius Global Media Group PLC at a meeting of the Board of Directors duly called and held on March 18, 2024, at which a quorum of the Board of Directors was present and acting throughout, and that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date set forth below.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Nadine Khalil

Title: General Counsel and Corporate Secretary

Date: March 18, 2024

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

EXHIBIT A

Special Committee Charter

The Special Committee Charter, adopted by the Board of Directors of Aurelius Global Media Group PLC concurrently with the foregoing resolutions on March 18, 2024, is attached hereto as Exhibit A and is incorporated herein by reference. The Special Committee Charter provides further operational detail regarding the Special Committee's procedures, responsibilities, and governance protocols, consistent with and supplemental to these resolutions. In the event of any conflict between the provisions of these resolutions and the provisions of the Special Committee Charter, the provisions of these resolutions shall control.

[Special Committee Charter — Separately Executed Document Dated March 18, 2024 — Attached]

DRAFT — FOR DISCUSSION PURPOSES ONLY Calderwood & Harkness LLP — Matter No. 1017-00002 PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
RESOLUTIONS OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC
Formation of a Special Committee of the Board of Directors
March 18, 2024
DRAFT — Prepared by Calderwood & Harkness LLP, Matter No. 1017-00002 PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
The following resolutions were presented to, considered by, and adopted by the Board of Directors (the "Board") of Aurelius Global Media Group PLC (the "Company" or "AGMG") at a meeting duly called and held on March 18, 2024, at which a quorum of the Board was present and acting throughout, upon motion duly made and seconded:
RECITALS
WHEREAS, Aurelius Global Media Group PLC ("AGMG" or the "Company") is a public limited company duly incorporated and existing under the laws of the State of Delaware, with its Certificate of Incorporation originally filed with the Secretary of State of the State of Delaware on September 14, 2009, under Delaware File Number 4827193, and is registered as an overseas company in England and Wales pursuant to the Companies Act 2006, with its principal executive office located at 14 Sceptre Row, London EC2V 7QN, United Kingdom; and the Company's shares of common stock, 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 United Kingdom Financial Conduct Authority and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L"; and as of the date hereof, there are 412,600,000 shares of common stock of the Company issued and outstanding; and
WHEREAS, Marcus Vane resigned from his positions as Chief Executive Officer and Executive Director of the Company, effective as of March 8, 2024; and in connection with Mr. Vane's resignation, the Board designated Priya Nair-Whitfield, who serves as the Company's Chief Operating Officer and as an Executive Director, to serve as Interim Chief Executive Officer of the Company, effective upon Mr. Vane's resignation, such designation being on an interim basis pending the completion of a formal CEO succession process; and the Board has retained Hargrove Tate Partners LLC, a nationally recognized executive search firm, with Christine Aldridge serving as Lead Partner, effective as of March 15, 2024, to conduct a comprehensive formal search for a permanent Chief Executive Officer of the Company; and
WHEREAS, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership, filed an initial Schedule 13D with the United States Securities and Exchange Commission (the "SEC") on January 18, 2024, disclosing beneficial ownership of approximately 6.1% of the Company's outstanding shares of common stock; and on February 12, 2024, Corvus Peak transmitted a letter to the Board of Directors demanding, among other things, (i) the appointment of two new independent directors to the Board, (ii) the immediate commencement of a comprehensive strategic review of the Company's operations, business segments, and capital allocation, and (iii) the implementation of a formal and transparent CEO succession plan; and on February 26, 2024, Corvus Peak filed an amended Schedule 13D with the SEC disclosing an increase in its beneficial ownership to approximately 8.7% of the Company's outstanding shares of common stock, representing approximately 35,896,200 shares, and announcing its intention to nominate three director candidates for election at the Company's 2024 Annual General Meeting of Stockholders (the "2024 Annual Meeting"); and on March 1, 2024, Corvus Peak formally submitted to the Company director nominations for the 2024 Annual Meeting, nominating the following individuals: Malcolm Trask (age 58, former Chief Executive Officer of Archway Digital Holdings Inc.), Vanessa Loring (age 44, Managing Director at Corvus Peak Capital Partners LP), and Dr. Raymond Chu (age 61, former President of Helix Media Networks Inc.); and the Board has reviewed and determined that such nominations were submitted within the advance notice window (February 10, 2024 through March 11, 2024) prescribed by Article II, Section 12 of the Company's Amended and Restated Bylaws, as most recently amended and restated effective March 22, 2022 (the "Bylaws"), and accordingly constitute valid nominations under the Bylaws; and Corvus Peak is represented by counsel at Blackthorn Howell & Crane LLP, with Dominic Sayer serving as Lead Partner; and
WHEREAS, on March 12, 2024, the Board engaged Calderwood & Harkness LLP, with Nathaniel Bower serving as Responsible Partner, as independent governance counsel to advise the Board in connection with the CEO succession process and the Board's evaluation of and response to the activist campaign initiated by Corvus Peak; and Calderwood & Harkness LLP was engaged in addition to, and separate from, the Company's standing outside counsel, Ashworth Velmoran LLP, with Martin Cho serving as Lead Partner, in order to provide the Board with independent legal advice that is separate from counsel aligned with or regularly retained by the Company's management; and the Company has also engaged Citrine Advisory Group Inc., with Sandra Eriksson serving as Managing Director, as proxy solicitor, effective as of February 28, 2024, to advise and assist the Company in connection with proxy solicitation matters relating to the 2024 Annual Meeting and the contested election anticipated in connection with the Corvus Peak nominations; and
WHEREAS, the Board has determined, upon careful deliberation and in the exercise of its business judgment, that it is in the best interests of the Company and its stockholders to establish a special committee of the Board composed exclusively of independent, non-executive directors (the "Special Committee") to oversee and direct the CEO succession process and to coordinate the Board's response to the proxy contest initiated by Corvus Peak Capital Partners LP; and the Board has received, reviewed, and considered the recommendation of Calderwood & Harkness LLP, as set forth in its confidential memorandum to the Board dated March 17, 2024, regarding best practices for Special Committee composition, scope of authority, delegated powers, and director independence under applicable Delaware law, including relevant provisions of the Delaware General Corporation Law (the "DGCL"), as well as the listing standards of the New York Stock Exchange; and the Board has determined that the formation of the Special Committee as set forth in these resolutions is consistent with and in furtherance of the Board's fiduciary duties of care and loyalty under the DGCL and applicable law; and
WHEREAS, the Board currently consists of nine voting members following the vacancy created by Mr. Vane's resignation from the Board (which seat has not yet been filled), such members being: Dame Elspeth Greenvale, serving as Independent Non-Executive Chair of the Board; Priya Nair-Whitfield, serving as Interim Chief Executive Officer, Chief Operating Officer, and Executive Director; Tobias Kessler, serving as Independent Non-Executive Director; Lucinda Farrow-Grant, serving as Independent Non-Executive Director; Reginald Osei, serving as Independent Non-Executive Director; Sofia Delgado-Ríos, serving as Independent Non-Executive Director; Hugh Pemberton, serving as Non-Executive Director and Co-Founder of the Company; Dr. Anwen Llewellyn, serving as Independent Non-Executive Director; and Garrett Voss, serving as Chief Financial Officer and Executive Director; and Nadine Khalil, the Company's General Counsel and Corporate Secretary, attends meetings of the Board in a non-voting advisory capacity;
NOW, THEREFORE, BE IT RESOLVED, as follows:
RESOLVED CLAUSES
Resolution 1 — Establishment of the Special Committee
RESOLVED, that the Board of Directors of Aurelius Global Media Group PLC hereby establishes a Special Committee of the Board of Directors (the "Special Committee"), which shall be constituted and operative effective immediately upon the adoption of these resolutions. The Special Committee shall be a duly authorized committee of the Board, established pursuant to Section 141(c) of the Delaware General Corporation Law and Article III of the Company's Amended and Restated Bylaws. The Special Committee shall have all of the powers, authority, and responsibilities delegated to it by these resolutions and by the Special Committee Charter adopted concurrently herewith.
Resolution 2 — Composition and Membership
RESOLVED, that the Special Committee shall consist of three independent, non-executive directors of the Company, as follows:
1.  Tobias Kessler — Chair of the Special Committee. Mr. Kessler, age 63, is a retired Managing Partner of Kessler Marsh Advisory LLP and serves as an Independent Non-Executive Director of the Company. Mr. Kessler brings to the Special Committee extensive experience in financial advisory matters, corporate governance, and board leadership, having advised numerous public companies on matters of executive succession and strategic positioning over a career spanning more than three decades.
2.  Lucinda Farrow-Grant — Member. Ms. Farrow-Grant, age 55, is the Chief Executive Officer of Farrow-Grant Ventures Ltd. and serves as an Independent Non-Executive Director of the Company. Ms. Farrow-Grant brings to the Special Committee a strong entrepreneurial and venture capital perspective, together with substantial experience in evaluating executive talent and organizational strategy across the media, technology, and communications sectors.
3.  Dr. Anwen Llewellyn — Member. Dr. Llewellyn, age 46, is a Professor of Corporate Strategy at Ashford Business School and serves as an Independent Non-Executive Director of the Company. Dr. Llewellyn brings to the Special Committee deep academic and practical expertise in corporate strategy, governance best practices, and stakeholder engagement, as well as experience advising boards of directors on matters relating to contested elections and shareholder activism.
RESOLVED FURTHER, that each of the foregoing members of the Special Committee has been determined by the Board, in its business judgment and based on information available to the Board, to be independent under the applicable listing standards of the New York Stock Exchange, and to be free from any material relationship with Corvus Peak Capital Partners LP, its general partner, any of its limited partners, any of its affiliates, any identified CEO candidate, or any other party that would reasonably be expected to compromise such member's ability to exercise independent judgment in the discharge of the Special Committee's responsibilities. The selection of the foregoing members reflects the Board's considered judgment that the composition of the Special Committee provides an appropriate combination of financial advisory expertise (Mr. Kessler), entrepreneurial and venture perspective (Ms. Farrow-Grant), and academic corporate strategy and governance expertise (Dr. Llewellyn), while ensuring that no executive director of the Company serves on the Special Committee, thereby avoiding the inherent conflicts of interest that would arise from having members of management oversee the Company's own CEO succession process or participate in strategic decisions regarding the Board's response to an activist campaign that may implicate management's interests.
RESOLVED FURTHER, that any vacancy on the Special Committee, whether arising from resignation, removal, disqualification, or otherwise, shall be filled only by resolution of the full Board, and only with an independent, non-executive director who satisfies the independence criteria set forth in this resolution.
Resolution 3 — Scope and Purpose
RESOLVED, that the Special Committee is hereby granted the following mandates, which shall define the scope and purpose of the Special Committee's activities:
(a) CEO Succession Process. The Special Committee shall have full authority to oversee, direct, and manage the formal process for identifying, evaluating, interviewing, and recommending to the full Board a permanent successor to serve as Chief Executive Officer of the Company. Without limiting the generality of the foregoing, the Special Committee's authority with respect to the CEO succession process shall include the authority to:
(i) work directly with Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner), as the executive search firm retained by the Company, and to direct such firm in the conduct of the search, including by establishing candidate evaluation criteria, interview schedules, and assessment protocols;
(ii) identify, evaluate, and interview candidates for the position of Chief Executive Officer, whether such candidates are internal to the Company or external;
(iii) commission background checks, reference checks, and such other due diligence as the Special Committee deems appropriate with respect to any candidate;
(iv) negotiate, or direct the negotiation of, the principal economic and governance terms of any proposed employment arrangement with a preferred candidate, subject to the requirement that any binding employment agreement shall require approval by the full Board; and
(v) make a final recommendation to the full Board regarding the appointment of a permanent Chief Executive Officer, together with a summary of the Special Committee's process, findings, and rationale.
(b) Activist Response Coordination. The Special Committee shall have authority to coordinate the Board's strategic response to the proxy contest initiated by Corvus Peak Capital Partners LP in connection with the 2024 Annual Meeting, including, without limitation:
(i) oversight and direction of the Company's proxy solicitation efforts, in coordination with Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director) as the Company's retained proxy solicitor;
(ii) evaluation of any settlement proposals, cooperation proposals, or other communications received from Corvus Peak Capital Partners LP, its counsel (Blackthorn Howell & Crane LLP), or any of its affiliates or representatives;
(iii) evaluation of defensive measures that may be available to the Company under applicable law and the Company's governing documents, including but not limited to any measures relating to the Company's advance notice bylaws, stockholder rights plan (if any), or other governance provisions;
(iv) direct engagement with institutional shareholders of the Company regarding the contested election, the Board's strategic vision, and the Company's governance practices; and
(v) coordination with the Company's investor relations function, public relations advisors, and communications counsel regarding messaging and disclosures related to the proxy contest.
(c) Settlement Authority. The Special Committee shall have authority to evaluate, and to negotiate the terms of, any proposed settlement, cooperation agreement, standstill arrangement, or similar agreement with Corvus Peak Capital Partners LP, its affiliates, or its representatives; provided, however, that the Special Committee shall not have authority to unilaterally execute any such agreement on behalf of the Company, and any settlement, cooperation agreement, or standstill arrangement shall require approval and authorization by the full Board prior to execution by any officer of the Company.
(d) Strategic Alternatives. The Special Committee shall have authority to recommend to the full Board whether, in the Special Committee's judgment, the evaluation of strategic alternatives for the Company (including but not limited to a potential sale, merger, spin-off, recapitalization, or other change-of-control transaction) is advisable in connection with the activist campaign or otherwise; provided, however, that authorization to actually engage a financial advisor to explore strategic alternatives or to formally commence a strategic alternatives review process shall in all cases require the prior approval of the full Board.
Resolution 4 — Authority and Powers
RESOLVED, that the Special Committee shall have sole and exclusive authority with respect to all matters within the scope of its mandate as set forth in Resolution 3 above, subject only to the requirement that final decisions regarding (i) the appointment of a permanent Chief Executive Officer of the Company and (ii) the execution of any settlement, cooperation agreement, or standstill arrangement with Corvus Peak Capital Partners LP or its affiliates shall in each case require the approval of the full Board.
RESOLVED FURTHER, that in furtherance of its mandate, the Special Committee is hereby authorized to take the following actions, in each case at the expense of the Company:
(a) Retention of Independent Advisors. The Special Committee is authorized to retain, at the Company's expense, such independent legal counsel, financial advisors, executive search consultants, proxy solicitors, communications advisors, and other professional advisors as the Special Committee, in its sole discretion, deems necessary, appropriate, or advisable in connection with the discharge of its duties. The Special Committee shall have sole authority to determine the terms of engagement of any such advisors, including compensation and the scope of any such engagement. The Special Committee is directed to work with Calderwood & Harkness LLP (Nathaniel Bower, Responsible Partner) as its primary legal advisor, consistent with the Board's prior engagement of that firm as independent governance counsel, and the Company shall pay all fees and expenses of Calderwood & Harkness LLP in connection with such engagement.
(b) Direction of Executive Search. The Special Committee is authorized to direct Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner) in all aspects of the conduct of the CEO search, including the establishment of candidate evaluation criteria, interview schedules, assessment protocols, and such other processes as the Special Committee deems appropriate. Hargrove Tate Partners LLC shall report directly to the Special Committee with respect to the CEO search, and the Special Committee shall serve as the firm's primary point of contact within the Board.
(c) Access to Company Information. The Special Committee is authorized to access all books, records, files, documents, data, and other information of the Company that are relevant to the Special Committee's mandate, whether held in physical or electronic form, and to require any officer, director, or employee of the Company to furnish information, documents, or other materials to the Special Committee as the Special Committee may reasonably request. Management of the Company, including the Interim Chief Executive Officer (Priya Nair-Whitfield), the Chief Financial Officer (Garrett Voss), and the General Counsel and Corporate Secretary (Nadine Khalil), are hereby directed to cooperate fully with the Special Committee and to respond promptly to any requests for information.
(d) Meetings and Engagement. The Special Committee is authorized to meet with any candidate for the position of Chief Executive Officer, with any representative of Corvus Peak Capital Partners LP or its counsel (Blackthorn Howell & Crane LLP, Dominic Sayer, Lead Partner), with institutional shareholders of the Company, and with any other person or entity, in each case on behalf of the Board and in furtherance of the Special Committee's mandate.
(e) Sub-Committees. The Special Committee is authorized to establish such sub-committees as it deems appropriate, composed of one or more members of the Special Committee, and to delegate to any such sub-committee such authority as the Special Committee deems appropriate, consistent with applicable law.
(f) Procedures. The Special Committee is authorized to determine its own rules of procedure, including meeting schedules, notice requirements, quorum requirements, and voting rules. The quorum for any meeting of the Special Committee shall be a majority of its members (i.e., two of three). Actions of the Special Committee shall be taken by the affirmative vote of a majority of the members present at any meeting at which a quorum exists, or by the unanimous written consent of all members.
(g) Expenses. The Special Committee is authorized to incur reasonable and necessary expenses in connection with the discharge of its duties, including travel, lodging, meals, document production, and professional fees, all of which expenses shall be borne by the Company. The Company's finance department and General Counsel shall facilitate the prompt payment of all such expenses upon submission by the Special Committee or its Chair.
Resolution 5 — Independence and Conflict Protocols
RESOLVED, that the following independence and conflict-of-interest protocols shall govern the conduct of the Special Committee and its members:
(a) Disclosure of Conflicts. Each member of the Special Committee shall promptly disclose to the other members of the Special Committee any actual or potential conflict of interest, or any circumstance that could reasonably be perceived as creating a conflict of interest, arising in connection with the Special Committee's work, including but not limited to any personal, financial, familial, or professional relationship with Corvus Peak Capital Partners LP, any of its affiliates or nominees, any identified CEO candidate, or any party to a potential strategic transaction.
(b) Recusal. No member of the Special Committee shall participate in the deliberations of, or cast a vote on, any matter in which such member has a direct personal interest or with respect to which such member has a conflict of interest, as determined by the remaining members of the Special Committee, acting in good faith.
(c) Information Barriers. The Special Committee shall establish and maintain appropriate information barriers with respect to any strategic alternatives that may be considered by the Special Committee, consistent with guidance from Calderwood & Harkness LLP and applicable securities laws, including Regulation FD promulgated by the SEC. To the extent the Special Committee receives material nonpublic information in connection with its mandate, such information shall be handled in accordance with the Company's Insider Trading Policy and applicable legal requirements.
(d) Exclusion of Executive and Non-Independent Directors. Executive directors of the Company (currently Priya Nair-Whitfield and Garrett Voss) and non-independent directors (currently Hugh Pemberton) are excluded from membership on the Special Committee in order to preserve the independence of the Special Committee and to avoid the inherent conflicts of interest that would arise from having members of management or insiders oversee the CEO succession process or participate in strategic decisions regarding the Board's response to an activist campaign that may directly implicate the interests of management and insiders. Nothing in this resolution shall preclude the Special Committee from inviting any executive director, non-independent director, officer, or employee of the Company to attend a meeting of the Special Committee in a non-voting, informational capacity, at the Special Committee's discretion.
Resolution 6 — Reporting Obligations
RESOLVED, that the Special Committee shall report to the full Board regarding its activities, findings, and recommendations as follows:
(a) Regular Reports. The Special Committee shall provide a report to the full Board at each regularly scheduled meeting of the Board, and at such other times as the Chair of the Special Committee (Tobias Kessler) or the Chair of the Board (Dame Elspeth Greenvale) deems appropriate or necessary in light of material developments.
(b) Confidentiality and Privilege. All materials prepared by or for the Special Committee in connection with the CEO succession process, the Board's response to the Corvus Peak activist campaign, and any other matter within the Special Committee's mandate shall be maintained as confidential and privileged to the fullest extent permitted by applicable law, including the attorney-client privilege and the work-product doctrine. Access to such materials shall be limited to members of the Special Committee, Calderwood & Harkness LLP (as independent governance counsel), and such other advisors as the Special Committee may specifically authorize in writing. The General Counsel and Corporate Secretary (Nadine Khalil) shall be responsible for maintaining appropriate document security protocols with respect to Special Committee materials, subject to the direction of the Special Committee Chair.
(c) Liaison Function. The Chair of the Special Committee (Tobias Kessler) shall serve as the primary liaison between the Special Committee and the full Board, as well as between the Special Committee and the Company's external advisors, including Calderwood & Harkness LLP, Hargrove Tate Partners LLC, Citrine Advisory Group Inc., and Ashworth Velmoran LLP. All communications between the Special Committee and such advisors shall be coordinated through the Chair, unless the Special Committee determines otherwise.
Resolution 7 — Compensation of Special Committee Members
RESOLVED, that in recognition of the significant time commitment and responsibilities attendant to service on the Special Committee, each member of the Special Committee shall receive the following additional compensation for such service, in each case in addition to the standard compensation payable to non-executive directors of the Company pursuant to the Company's non-executive director compensation program:
(a) Each member of the Special Committee shall receive an additional quarterly retainer of Twenty-Five Thousand Dollars ($25,000) for service on the Special Committee.
(b) The Chair of the Special Committee (Tobias Kessler) shall receive, in lieu of the retainer set forth in clause (a), an additional quarterly retainer of Thirty-Five Thousand Dollars ($35,000) for service as Chair of the Special Committee, reflecting the additional responsibilities and time commitment associated with the Chair role.
(c) Such compensation shall be payable for so long as the Special Committee remains in existence and the applicable member continues to serve on the Special Committee, prorated for any partial quarter of service.
Resolution 8 — Duration and Termination
RESOLVED, that the Special Committee shall continue in existence until the earliest to occur of the following:
(a) the appointment of a permanent Chief Executive Officer of the Company by the full Board;
(b) the resolution of the Corvus Peak Capital Partners LP activist campaign, whether by settlement, completion of the proxy contest at the 2024 Annual Meeting, withdrawal of the Corvus Peak nominations, or otherwise; or
(c) the dissolution of the Special Committee by resolution of the full Board.
RESOLVED FURTHER, that upon the termination of the Special Committee, the Special Committee shall deliver a final written report to the full Board summarizing the Special Committee's activities, findings, recommendations, and any pending matters requiring the Board's attention. The Special Committee shall also ensure the preservation of all Special Committee records, minutes, materials, and correspondence consistent with applicable legal obligations, the Company's document retention policies, and any applicable litigation hold or preservation obligations.
Resolution 9 — Ratification and Confirmation
RESOLVED, that all actions heretofore taken by any officer or director of the Company, or by any agent or advisor acting at the direction of any officer or director of the Company, in connection with or in furtherance of the matters contemplated by these resolutions, including but not limited to the engagement of Calderwood & Harkness LLP, Hargrove Tate Partners LLC, and Citrine Advisory Group Inc., and any communications with Corvus Peak Capital Partners LP or its representatives, are hereby ratified, confirmed, and approved in all respects as the valid and authorized acts of the Company.
RESOLVED FURTHER, that the General Counsel and Corporate Secretary of the Company (Nadine Khalil) is hereby directed to maintain a true and complete record of these resolutions in the official minute books of the Company, and to furnish certified copies thereof to any person or entity entitled to receive such copies under applicable law or the Company's governing documents.
Resolution 10 — Omnibus Authorization
RESOLVED, that the officers of the Company, and each of them acting individually, are hereby authorized, empowered, and directed to take all actions and to execute and deliver all agreements, instruments, certificates, filings, and other documents as may be necessary, appropriate, or advisable, in the judgment of such officer, to carry out the intent and purposes of the foregoing resolutions, and the taking of any such action, or the execution and delivery of any such document, shall be conclusive evidence of such officer's authority to act on behalf of the Company in connection with the matters contemplated hereby.
ATTESTATION AND CERTIFICATION
The undersigned hereby certifies that the foregoing resolutions were duly adopted by the Board of Directors of Aurelius Global Media Group PLC at a meeting of the Board of Directors duly called and held on March 18, 2024, at which a quorum of the Board of Directors was present and acting throughout, and that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date set forth below.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Nadine Khalil
Title: General Counsel and Corporate Secretary
Date: March 18, 2024
Prepared by Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019 Matter No. 1017-00002
EXHIBIT A
Special Committee Charter
The Special Committee Charter, adopted by the Board of Directors of Aurelius Global Media Group PLC concurrently with the foregoing resolutions on March 18, 2024, is attached hereto as Exhibit A and is incorporated herein by reference. The Special Committee Charter provides further operational detail regarding the Special Committee's procedures, responsibilities, and governance protocols, consistent with and supplemental to these resolutions. In the event of any conflict between the provisions of these resolutions and the provisions of the Special Committee Charter, the provisions of these resolutions shall control.
[Special Committee Charter — Separately Executed Document Dated March 18, 2024 — Attached]
DRAFT — FOR DISCUSSION PURPOSES ONLY Calderwood & Harkness LLP — Matter No. 1017-00002 PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

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

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RESOLVED CLAUSES

ATTESTATION AND CERTIFICATION

AURELIUS GLOBAL MEDIA GROUP PLC

EXHIBIT A

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