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

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

Post-Annual General Meeting Organizational Matters

June 10, 2024

DRAFT — Prepared by Calderwood & Harkness LLP Matter Number: 1017-00002

PREAMBLE AND RECITALS

WHEREAS, Aurelius Global Media Group PLC (the "Company") is a public limited company duly incorporated under the laws of the State of Delaware (Delaware File Number 4827193; Employer Identification Number 26-4831097) and registered as an overseas company in England and Wales, with its registered office in Delaware located c/o Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801, and its principal executive office located at 14 Sceptre Row, London EC2V 7QN, United Kingdom;

WHEREAS, the Company's shares of common stock are dual-listed on the New York Stock Exchange under the ticker symbol "AGMG" and on the premium segment of the Official List of the Financial Conduct Authority, traded on the Main Market of the London Stock Exchange under the ticker symbol "AGMG.L";

WHEREAS, the 2024 Annual General Meeting of Shareholders of the Company (the "Annual Meeting") was duly convened and held on June 7, 2024, in accordance with the Company's Amended and Restated Bylaws (effective March 22, 2022) (the "Bylaws"), the Company's Restated Certificate of Incorporation (originally filed September 14, 2009; last restated March 22, 2022) (the "Certificate of Incorporation"), and applicable provisions of the Delaware General Corporation Law ("DGCL");

WHEREAS, as of the record date for the Annual Meeting, there were 412,600,000 shares of common stock of the Company outstanding and entitled to vote, and a total of 351,280,400 shares were voted at the Annual Meeting, representing approximately 85.1% of the total shares of common stock outstanding, thereby constituting a quorum for the transaction of business;

WHEREAS, the election of directors at the Annual Meeting was a contested election within the meaning of Section 2.09(b) of the Bylaws, and accordingly, the plurality voting standard applied to the election of directors at the Annual Meeting, in lieu of the majority voting standard otherwise applicable to uncontested elections under Section 2.09(a) of the Bylaws;

WHEREAS, the results of the election of directors at the Annual Meeting, as tabulated by Atlas Shareholder Services Inc. (the "Transfer Agent") in its capacity as Inspector of Elections, and as set forth in the Inspector of Elections Report attached hereto as Exhibit A and incorporated herein by reference, were as follows:

Corvus Peak Nominees — Duly Elected:

Incumbent Management Nominees — Not Re-Elected:

WHEREAS, Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu (collectively, the "Newly Elected Directors") were each duly elected to the Board of Directors of the Company (the "Board"), effective immediately upon certification of the election results, and the terms of Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos (collectively, the "Departing Directors") have concluded upon such certification;

WHEREAS, as a result of the foregoing election results and the prior resignation of Marcus Vane from the Board effective March 8, 2024, the Board of Directors is now composed of the following ten (10) voting members, with one (1) seat remaining vacant:

1. Dame Elspeth Greenvale — Independent Non-Executive Chair (age 67; former Chief Executive Officer of Halcyon Broadcasting Group plc)

2. Priya Nair-Whitfield — Interim Chief Executive Officer and Executive Director (age 48)

3. Lucinda Farrow-Grant — Independent Non-Executive Director (age 55; Chief Executive Officer of Farrow-Grant Ventures Ltd.)

4. Reginald Osei — Independent Non-Executive Director (age 60; former Chief Financial Officer of Parnassus Telecommunications Inc.)

5. Dr. Anwen Llewellyn — Independent Non-Executive Director (age 46; Professor of Corporate Strategy at Ashford Business School)

6. Garrett Voss — Chief Financial Officer and Executive Director (age 51)

7. Malcolm Trask — Non-Executive Director, newly elected (age 58; former Chief Executive Officer of Archway Digital Holdings Inc.)

8. Vanessa Loring — Non-Executive Director, newly elected (age 44; Managing Director at Corvus Peak Capital Partners LP)

9. Dr. Raymond Chu — Non-Executive Director, newly elected (age 61; former President of Helix Media Networks Inc.)

10. (Vacant — seat previously held by Marcus Vane, resigned effective March 8, 2024)

Nadine Khalil continues to serve as General Counsel and Corporate Secretary of the Company in a non-voting capacity;

WHEREAS, this meeting of the Board of Directors constitutes the first meeting of the reconstituted Board following the 2024 Annual General Meeting, and has been duly convened for the purpose of addressing organizational matters arising from the reconstitution of the Board, including leadership positions, committee assignments, onboarding and orientation of the Newly Elected Directors, and transitional governance arrangements;

WHEREAS, a quorum of the Board is present at this meeting, with eight (8) of the nine (9) serving directors in attendance, either in person or by electronic means of communication pursuant to Section 3.06 of the Bylaws — specifically, Dame Elspeth Greenvale, Priya Nair-Whitfield, Lucinda Farrow-Grant, Reginald Osei, Dr. Anwen Llewellyn, Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — with Garrett Voss being absent with prior notice and excuse, and one (1) Board seat being vacant;

WHEREAS, these resolutions have been prepared by Calderwood & Harkness LLP, independent governance counsel to the Board, at the direction of Dame Elspeth Greenvale, Non-Executive Chair, for consideration by the full Board;

NOW, THEREFORE, BE IT RESOLVED, as follows:

RESOLUTION 1: CERTIFICATION OF ANNUAL MEETING RESULTS

RESOLVED, that the Board of Directors hereby acknowledges and certifies the results of the 2024 Annual General Meeting of Shareholders held on June 7, 2024, as tabulated and reported by Atlas Shareholder Services Inc. in its capacity as Transfer Agent and Inspector of Elections, which report is attached hereto as Exhibit A and incorporated herein by reference.

FURTHER RESOLVED, that the Board confirms that the election of directors at the Annual Meeting was conducted in accordance with the plurality voting standard applicable to contested elections as set forth in Section 2.09(b) of the Amended and Restated Bylaws (effective March 22, 2022), and in compliance with applicable provisions of the Delaware General Corporation Law, the rules and regulations of the Securities and Exchange Commission, the listing standards of the New York Stock Exchange, and the requirements of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

FURTHER RESOLVED, that the Board hereby confirms that Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu were each duly elected as directors of the Company at the Annual Meeting, that their election became effective immediately upon certification of the election results by the Inspector of Elections, and that each of said persons has been duly seated as a member of the Board of Directors.

FURTHER RESOLVED, that the Board acknowledges that the terms of office of Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos as directors of the Company concluded upon the certification of the election results at the Annual Meeting, and that each of said persons is no longer a member of the Board of Directors as of June 7, 2024. The Board expresses its appreciation for the service of the Departing Directors during their respective tenures on the Board.

RESOLUTION 2: ELECTION OF MALCOLM TRASK AS LEAD INDEPENDENT DIRECTOR

RESOLVED, that the Board of Directors hereby elects Malcolm Trask to serve as Lead Independent Director of the Board of Directors, effective immediately, to serve in such capacity at the pleasure of the Board until such time as his successor is duly elected or appointed, or until his earlier resignation or removal.

FURTHER RESOLVED, that in his capacity as Lead Independent Director, Mr. Trask shall have the following responsibilities and authority, consistent with Section 4.03 of the Company's Corporate Governance Guidelines, as may be amended from time to time:

(a) presiding over all meetings and executive sessions of the independent and non-management directors, including regularly scheduled executive sessions held without the participation of management directors;

(b) serving as a liaison between the independent directors, on the one hand, and the Non-Executive Chair and management, on the other hand, facilitating the flow of information and communication between such parties;

(c) the authority to call special meetings of the independent and non-management directors at such times as he deems necessary or advisable, and to set the agenda for such meetings;

(d) consultation with the Non-Executive Chair on the agenda, schedule, and information packages for meetings of the full Board, and the authority to request the inclusion of specific agenda items and supporting materials;

(e) availability, when appropriate and in coordination with the Non-Executive Chair, for consultation and direct communication with major shareholders of the Company on governance matters, subject to compliance with applicable securities laws and Company policies; and

(f) such other duties as may be delegated to the Lead Independent Director by the Board from time to time or as set forth in the Corporate Governance Guidelines.

FURTHER RESOLVED, that the Board has reviewed the qualifications and relationships of Mr. Trask and has affirmatively determined that Mr. Trask qualifies as "independent" within the meaning of Section 303A.02 of the NYSE Listed Company Manual and under applicable rules and regulations of the Securities and Exchange Commission. In making this determination, the Board considered all relevant facts and circumstances, including Mr. Trask's prior service as Chief Executive Officer of Archway Digital Holdings Inc. (from which he retired in 2021), his nomination to the Board by Corvus Peak Capital Partners LP, and the absence of any material relationship between Mr. Trask and the Company, its management, or any significant shareholder that would impair his independence or judgment. Mr. Trask is not, and has not been within the preceding three years, an employee of the Company or any of its subsidiaries, and has no family relationship with any director, executive officer, or nominee of the Company.

FURTHER RESOLVED, that biographical information regarding Mr. Trask is set forth in Exhibit B attached hereto.

RESOLUTION 3: TRANSITIONAL CHAIR ARRANGEMENT — DAME ELSPETH GREENVALE

RESOLVED, that Dame Elspeth Greenvale shall continue to serve as Non-Executive Chair of the Board of Directors in a transitional capacity through and including September 30, 2024, for the purpose of ensuring orderly transition and continuity of governance processes during the period of Board reconstitution following the 2024 Annual General Meeting.

FURTHER RESOLVED, that during the transitional period ending September 30, 2024, Dame Greenvale shall:

(a) continue to preside over all meetings of the full Board of Directors and such other meetings as the Chair is authorized to convene under the Bylaws and Corporate Governance Guidelines;

(b) coordinate and consult regularly with the Lead Independent Director, Mr. Trask, on Board meeting agendas, Board processes, governance matters, and the orderly transition of Board leadership responsibilities;

(c) facilitate the onboarding and orientation of the Newly Elected Directors, including coordinating meetings between the Newly Elected Directors and senior management, key advisors, and committee chairs;

(d) work with the Nominating & Governance Committee on any further governance transitions, including the potential amendment of the Corporate Governance Guidelines and committee charters to reflect the reconstituted Board's priorities and preferences; and

(e) perform such other duties and responsibilities as are customarily associated with the role of Non-Executive Chair and as may be delegated to her by the Board from time to time.

FURTHER RESOLVED, that the Board acknowledges that Dame Greenvale's continuing service as Non-Executive Chair after September 30, 2024, shall be subject to separate Board action to be taken at a meeting to be held on or before such date. The Board intends to consider the permanent Chair arrangement, including the potential appointment of a new Non-Executive Chair, at such subsequent meeting, taking into account the recommendations of the Nominating & Governance Committee and the views of the full Board.

FURTHER RESOLVED, that the Board notes, for the record, that Dame Greenvale, age 67, formerly served as Chief Executive Officer of Halcyon Broadcasting Group plc and has served as Independent Non-Executive Chair of the Company since January 15, 2020. Dame Greenvale continues to satisfy all applicable independence requirements under NYSE listing standards and applicable SEC rules.

RESOLUTION 4: COMMITTEE ASSIGNMENTS — RECONSTITUTED STANDING COMMITTEES

Resolution 4(a): Nominating & Governance Committee

RESOLVED, that the Nominating & Governance Committee of the Board of Directors (the "Nominating & Governance Committee") is hereby reconstituted, effective immediately, with the following membership:

• Vanessa Loring — Chair

• Malcolm Trask — Member

• Lucinda Farrow-Grant — Member

FURTHER RESOLVED, that the Board has determined that each member of the reconstituted Nominating & Governance Committee satisfies the applicable independence requirements under Section 303A.04 of the NYSE Listed Company Manual. In making this determination with respect to Ms. Loring, the Board has specifically considered her role as Managing Director at Corvus Peak Capital Partners LP ("Corvus Peak"), which is the holder of approximately 8.7% of the Company's outstanding shares of common stock (approximately 35,896,200 shares). After careful evaluation of all relevant facts and circumstances, including the nature and extent of Ms. Loring's relationship with Corvus Peak, the terms of her compensation from Corvus Peak, and the absence of any direct commercial or consulting relationship between Corvus Peak and the Company (other than Corvus Peak's role as a shareholder and its participation in the proxy contest leading to the 2024 Annual Meeting), the Board has concluded that Ms. Loring meets the applicable NYSE independence criteria for service on the Nominating & Governance Committee. The Board reserves the right to revisit this determination at any time, and may, in its discretion, seek a formal independence opinion from governance counsel.

FURTHER RESOLVED, that the Nominating & Governance Committee shall operate in accordance with the Nominating & Governance Committee Charter previously adopted by the Board (the "N&G Committee Charter"), as the same may be amended from time to time. The Board directs the reconstituted Nominating & Governance Committee to review the existing N&G Committee Charter and to recommend to the Board any amendments it considers necessary or advisable in light of the reconstituted Board composition and the Company's current governance needs, with any such recommended amendments to be presented for Board consideration at a subsequent meeting.

FURTHER RESOLVED, that the Nominating & Governance Committee shall be responsible for, among other things:

(a) identifying and evaluating candidates for nomination to the Board of Directors, including the evaluation of director qualifications, skills, and experience in light of the Company's strategic direction and governance needs;

(b) developing and recommending to the Board corporate governance policies and guidelines applicable to the Company, including the Corporate Governance Guidelines;

(d) overseeing CEO succession planning when such process is resumed by the Board, in coordination with the full Board; and

(e) such other duties and responsibilities as are set forth in the N&G Committee Charter or as may be delegated to the Committee by the Board from time to time.

Resolution 4(b): Audit Committee

RESOLVED, that the Audit Committee of the Board of Directors (the "Audit Committee") is hereby reconstituted, effective immediately, with the following membership:

• Dr. Raymond Chu — Chair

• Reginald Osei — Member

• Dr. Anwen Llewellyn — Member

FURTHER RESOLVED, that the Board has determined that each member of the reconstituted Audit Committee satisfies the applicable independence requirements under Section 303A.07 of the NYSE Listed Company Manual and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Each member of the Audit Committee is free from any relationship to the Company that would interfere with the exercise of independent judgment as a member of the Audit Committee.

FURTHER RESOLVED, that the Board has determined that at least one member of the Audit Committee qualifies as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission. Specifically, the Board has determined that Reginald Osei qualifies as an audit committee financial expert by virtue of his extensive experience as former Chief Financial Officer of Parnassus Telecommunications Inc., during which tenure he was responsible for overseeing the preparation of financial statements, the application of generally accepted accounting principles, and the maintenance of internal controls over financial reporting. Additionally, the Board notes that Dr. Raymond Chu, through his service as President of Helix Media Networks Inc., has significant experience in the oversight and assessment of financial statements of public reporting companies and may also qualify as an audit committee financial expert. The foregoing designations are made for purposes of SEC disclosure requirements and do not impose any duties, obligations, or liability on the designated persons greater than those imposed on members of the Audit Committee and the Board generally.

FURTHER RESOLVED, that the Audit Committee shall continue to operate in accordance with the Audit Committee Charter previously adopted by the Board (the "Audit Committee Charter"), as the same may be amended from time to time. The Board has determined that no immediate amendments to the Audit Committee Charter are required at this time.

FURTHER RESOLVED, that the Audit Committee acknowledges the continuing engagement of Glenmore & Partners LLP (engagement partner: Keith Redmond) as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The Audit Committee shall continue to oversee the relationship with Glenmore & Partners LLP, including the review and pre-approval of audit and non-audit services, in accordance with the Audit Committee Charter and applicable SEC rules.

Resolution 4(c): Compensation Committee

RESOLVED, that the Compensation Committee of the Board of Directors (the "Compensation Committee") is hereby reconstituted, effective immediately, with the following membership:

• Lucinda Farrow-Grant — Chair

• Malcolm Trask — Member

• Reginald Osei — Member

FURTHER RESOLVED, that the Board has determined that each member of the reconstituted Compensation Committee satisfies the applicable independence requirements under Section 303A.05 of the NYSE Listed Company Manual, including the enhanced independence requirements applicable to compensation committee members set forth therein. The Board has considered all factors specifically relevant to determining whether each member has a relationship to the Company which is material to the member's ability to be independent from management in connection with the duties of a compensation committee member, including the source of each member's compensation and whether any member is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company.

FURTHER RESOLVED, that the Compensation Committee shall continue to operate in accordance with the Compensation Committee Charter previously adopted by the Board (the "Compensation Committee Charter"), as the same may be amended from time to time.

FURTHER RESOLVED, that the Compensation Committee acknowledges that Brackenridge Howard Associates Inc. (lead consultant: Miriam Estabrook) continues to serve as the Committee's independent compensation consultant for purposes of executive compensation benchmarking, including CEO compensation benchmarking. The Compensation Committee shall, at a subsequent meeting, evaluate the independence of Brackenridge Howard Associates Inc. in accordance with Rule 10C-1 under the Securities Exchange Act of 1934 and the applicable provisions of the NYSE Listed Company Manual, and shall consider whether any modifications to the engagement are warranted in light of the reconstituted Board composition and the Company's current executive compensation needs.

Resolution 4(d): Special Committee — Status

RESOLVED, that the Board notes that the Special Committee of the Board of Directors previously formed on March 18, 2024 (consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn) is no longer constituted as a result of Mr. Kessler's departure from the Board, he having not been re-elected at the Annual Meeting.

FURTHER RESOLVED, that any further action regarding the Special Committee — including its formal dissolution, the disposition of any matters previously delegated to it, or its potential reconstitution with new membership — shall be addressed at a subsequent meeting of the Board. For purposes of clarification, the Board confirms that no authority previously delegated to the Special Committee shall be exercised during such time as the Special Committee is not constituted, and any such matters shall be reserved to the full Board.

FURTHER RESOLVED, that the Board acknowledges that it intends to address the formal dissolution and tabling of the CEO succession process previously overseen by the Special Committee in a separate resolution to be considered at the Board meeting scheduled for June 14, 2024.

RESOLUTION 5: ONBOARDING AND ORIENTATION OF NEW DIRECTORS

RESOLVED, that the Board of Directors hereby directs the Corporate Secretary, Nadine Khalil, to coordinate a comprehensive onboarding and orientation program for the Newly Elected Directors (Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu), to be completed as promptly as practicable following the date of these resolutions.

FURTHER RESOLVED, that the onboarding and orientation program shall include, at a minimum, the following components:

(a) Distribution of Board Reference Materials. The Corporate Secretary shall provide each Newly Elected Director with copies of the following documents:

(i) the Restated Certificate of Incorporation (originally filed September 14, 2009; last restated March 22, 2022);

(ii) the Amended and Restated Bylaws (effective March 22, 2022);

(iii) the Corporate Governance Guidelines, as currently in effect;

(iv) the charters of each standing committee of the Board (Audit Committee, Compensation Committee, and Nominating & Governance Committee);

(v) the Company's Code of Business Conduct and Ethics; and

(vi) such other governance documents, policies, and materials as the Corporate Secretary deems appropriate, including the Company's insider trading policy, related party transactions policy, and communications and disclosure policies.

(b) Management Meetings. The Corporate Secretary shall arrange meetings between each Newly Elected Director and members of the Company's senior management team, including:

(i) Priya Nair-Whitfield, Interim Chief Executive Officer, for a comprehensive overview of the Company's strategy, operations, and near-term priorities;

(ii) Garrett Voss, Chief Financial Officer, for a review of the Company's financial condition, capital structure, liquidity position, and key financial metrics; and

(iii) other members of the senior leadership team as may be identified by the Corporate Secretary in consultation with the Interim CEO.

(c) Business Segment Briefings. The Corporate Secretary shall coordinate detailed briefings for each Newly Elected Director on each of the Company's key business segments, including:

(i) Streaming & Digital Content, which accounted for approximately 42% of the Company's fiscal year 2023 revenue, or approximately $1,835.4 million;

(ii) Live Entertainment & Events, which accounted for approximately 24% of fiscal year 2023 revenue, or approximately $1,048.8 million;

(iii) E-Commerce & Merchandising, which accounted for approximately 19% of fiscal year 2023 revenue, or approximately $830.3 million; and

(iv) Advertising & Brand Partnerships, which accounted for approximately 15% of fiscal year 2023 revenue, or approximately $655.5 million.

(d) Financial Performance Overview. The Newly Elected Directors shall receive a comprehensive review of the Company's fiscal year 2023 financial performance, including total revenue of approximately $4.37 billion and EBITDA of approximately $812 million (representing an EBITDA margin of approximately 18.6%), as well as a review of the Company's fiscal year 2024 budget, financial outlook, and key performance indicators.

(e) Legal and Regulatory Briefings. The Corporate Secretary and General Counsel shall provide the Newly Elected Directors with an overview of pending legal and regulatory matters affecting the Company, including:

(i) the DGCL § 220 books-and-records demand served on the Company by Corvus Peak Capital Partners LP on March 22, 2024, and the status of the Company's response thereto;

(ii) any material pending or threatened litigation, regulatory investigations, or government enforcement actions; and

(iii) an overview of the Company's dual-listing regulatory framework, including the Company's obligations under NYSE listing standards, SEC reporting requirements, and the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (DTR 5) applicable to the Company by virtue of its listing on the premium segment of the Official List of the FCA.

(f) D&O Insurance Briefing. The General Counsel shall provide each Newly Elected Director with a summary of the Company's directors' and officers' liability insurance program, including the current policy issued by Helmsley Indemnity Corp. (Policy No. HIC-DOL-2024-009347), which provides coverage of $75 million per occurrence and $150 million in the aggregate, at an annual premium of approximately $3.8 million, for the policy period of January 1, 2024 through December 31, 2024.

(g) Meetings with Advisors. The Corporate Secretary shall arrange meetings between the Newly Elected Directors and the Company's independent governance counsel (Calderwood & Harkness LLP), the Company's standing outside counsel (Ashworth Velmoran LLP), and such other advisors to the Board or its committees as the Corporate Secretary, in consultation with the Non-Executive Chair, deems appropriate.

FURTHER RESOLVED, that biographical information regarding each of the Newly Elected Directors is set forth in Exhibit B attached hereto.

RESOLUTION 6: D&O INSURANCE — COVERAGE CONFIRMATION FOR NEW DIRECTORS

RESOLVED, that the Board of Directors hereby directs the General Counsel, Nadine Khalil, to take the following actions with respect to the Company's directors' and officers' liability insurance program:

(a) promptly notify Helmsley Indemnity Corp. of the change in the composition of the Board of Directors resulting from the Annual Meeting, including the addition of Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu as directors of the Company, and the departure of Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos from the Board;

(b) obtain written confirmation from Helmsley Indemnity Corp. that the Company's existing D&O insurance policy (Policy No. HIC-DOL-2024-009347) provides coverage for the Newly Elected Directors, effective as of June 7, 2024 (the date of their election at the Annual Meeting), on the same terms and conditions as are applicable to the other insured persons under the policy;

(c) obtain confirmation from Helmsley Indemnity Corp. regarding the availability and terms of tail coverage (extended reporting period coverage) for the Departing Directors, in accordance with the terms of the policy and the Company's indemnification obligations under Article VII of the Certificate of Incorporation and Article XI of the Bylaws, and consistent with any individual indemnification agreements previously entered into by the Company with the Departing Directors; and

(d) report back to the Board promptly regarding any coverage gaps, additional premium requirements, policy endorsements, or other modifications that may be needed to ensure that the Newly Elected Directors and the Departing Directors are afforded the full coverage and indemnification to which they are entitled under the Company's governing documents, applicable law, and the terms of the D&O insurance program.

FURTHER RESOLVED, that the General Counsel is authorized to execute any endorsements, amendments, or supplemental agreements with Helmsley Indemnity Corp. or any other insurer as may be necessary to effectuate the foregoing, subject to such actions not resulting in additional annual premium obligations in excess of $150,000 without further Board approval.

RESOLUTION 7: ACKNOWLEDGMENT OF CONTINUING INTERIM CEO DESIGNATION

RESOLVED, that the Board of Directors hereby acknowledges and confirms that Priya Nair-Whitfield continues to serve as Interim Chief Executive Officer of the Company, effective as of March 8, 2024, pending further Board action regarding the permanent CEO succession process.

FURTHER RESOLVED, that Ms. Nair-Whitfield's authority, responsibilities, and compensation as Interim Chief Executive Officer remain as previously established by the Board resolution duly adopted on March 8, 2024, and that no modification to the terms of her appointment is effected by this resolution.

FURTHER RESOLVED, that the Board acknowledges the continuing engagement of Hargrove Tate Partners LLC (lead partner: Christine Aldridge) to assist with the CEO succession process pursuant to the engagement letter dated March 15, 2024. The Board notes that the total fee for the engagement is $750,000 on a flat-fee basis, of which $250,000 has been paid as the first installment. The Board intends to address the status and future direction of the CEO succession process, including any modifications to the scope or timeline of the Hargrove Tate engagement, at a subsequent meeting of the Board.

RESOLUTION 8: ENGAGEMENT OF OUTSIDE ADVISORS — STATUS REVIEW

RESOLVED, that the Board of Directors notes and acknowledges the current status of the Company's engagements with outside advisors, as summarized below and as more fully described in Exhibit D attached hereto:

(a) Calderwood & Harkness LLP — Independent governance counsel to the Board. Engagement opened March 12, 2024. Responsible partner: Nathaniel Bower. Billing arrangement: hourly, in accordance with the firm's standard rates as set forth in the engagement letter.

(b) Ashworth Velmoran LLP — Standing outside counsel to management. Engagement in place since 2015. Lead partner: Martin Cho. Billing arrangement: hourly, subject to annual fee letter and budgetary guidelines.

(c) Stonebridge Crane & Co. — Financial advisor for strategic alternatives review. Engaged April 22, 2024. Lead banker: Anil Kapoor-Mehta. Compensation: monthly retainer of $250,000, plus a transaction fee of 0.25% of enterprise value if a change-of-control transaction is consummated.

(d) Hargrove Tate Partners LLC — Executive search firm retained for CEO succession process. Retained March 15, 2024. Lead partner: Christine Aldridge. Flat fee of $750,000, of which $250,000 has been paid as the first installment.

(e) Citrine Advisory Group Inc. — Proxy solicitor. Engaged February 28, 2024. Lead contact: Sandra Eriksson.

(f) Brackenridge Howard Associates Inc. — Independent compensation consultant to the Compensation Committee. Lead consultant: Miriam Estabrook.

(g) Glenmore & Partners LLP — Independent registered public accounting firm. Engagement partner: Keith Redmond. In place since 2019.

FURTHER RESOLVED, that the Board directs the Nominating & Governance Committee, under the chairmanship of Vanessa Loring, to evaluate the Board's governance counsel arrangements and to report its recommendations to the full Board at a subsequent meeting. This evaluation shall include, without limitation, an assessment of whether the current governance counsel engagement with Calderwood & Harkness LLP should be continued, modified, or terminated, and whether the Board should consider engaging alternative or additional governance counsel. The Board acknowledges that the reconstituted Board has the prerogative to select governance counsel of its choosing, and that any transition of governance counsel shall be conducted in an orderly manner.

FURTHER RESOLVED, that the Board further directs each standing committee of the Board and the appropriate officers of the Company to review the engagements of those outside advisors that fall within their respective areas of responsibility, and to report to the Board any recommendations for modification, termination, or supplementation of such engagements.

FURTHER RESOLVED, that the Board reserves the right to modify, terminate, or supplement any of the foregoing engagements as it deems appropriate, and that nothing in this resolution shall be construed to limit the Board's authority to retain such advisors as it determines to be in the best interests of the Company and its shareholders.

RESOLUTION 9: SHAREHOLDER COMMUNICATIONS AND ENGAGEMENT PROTOCOL

RESOLVED, that the Board of Directors hereby authorizes the Lead Independent Director (Malcolm Trask) and the Non-Executive Chair (Dame Elspeth Greenvale), jointly, to engage in direct communications with significant shareholders of the Company on governance matters, subject to compliance with applicable securities laws (including, without limitation, Regulation FD promulgated by the Securities and Exchange Commission), the Company's insider trading policies, the Company's communications and disclosure policies, the Market Abuse Regulation (EU) No 596/2014 as it applies to the Company's LSE-listed securities, and such other legal and regulatory requirements as may be applicable.

FURTHER RESOLVED, that for purposes of the initial phase of the shareholder engagement program, the Board has identified the following shareholders as key participants for governance-related outreach, based on their ownership positions as reflected in the most recent available public filings and the Company's transfer agent records:

FURTHER RESOLVED, that the Lead Independent Director and the Non-Executive Chair shall, to the extent reasonably practicable, coordinate their shareholder engagement activities and ensure that any material discussions or communications with shareholders are promptly reported to the full Board. In particular, any discussions involving the Company's strategic direction, CEO succession, Board composition, or any matters that may constitute material nonpublic information shall be conducted in strict accordance with the Company's Regulation FD compliance procedures and insider trading policies, and shall be reported to the General Counsel promptly.

FURTHER RESOLVED, that the foregoing authorization does not limit the authority of the Interim Chief Executive Officer, the Chief Financial Officer, or the head of investor relations to conduct customary investor relations and shareholder communications in the ordinary course of business.

RESOLUTION 10: AUTHORIZATION FOR GENERAL CORPORATE ACTIONS

RESOLVED, that the officers of the Company, including the Interim Chief Executive Officer, the Chief Financial Officer, the General Counsel, and the Corporate Secretary, are hereby authorized and directed, individually and collectively, to execute and deliver any and all documents, instruments, certificates, notices, filings, and agreements, and to take any and all actions, as may be necessary, desirable, or appropriate to carry out the intent and purposes of the foregoing resolutions.

FURTHER RESOLVED, that the Corporate Secretary is hereby directed to update all corporate records, including the corporate register of the Company, to reflect the reconstituted Board composition, the committee assignments, the designation of Mr. Trask as Lead Independent Director, and the transitional Chair arrangement, all as set forth in these resolutions.

FURTHER RESOLVED, that the Corporate Secretary is hereby directed to prepare and file, or cause to be prepared and filed, any and all notifications, reports, and filings required under applicable law and the rules of each exchange or regulatory body on which the Company's securities are listed or registered, including:

(a) any required filings with the Securities and Exchange Commission reflecting the changes in Board composition, including any amendments to the Company's current reports on Form 8-K;

(b) any required notifications to the New York Stock Exchange;

(c) any required notifications to the Financial Conduct Authority and the London Stock Exchange reflecting the changes in Board composition and committee assignments, including any announcements required under the Listing Rules and the Disclosure Guidance and Transparency Rules; and

(d) any other filings, notifications, or announcements as may be required by applicable law, regulation, or listing standards.

FURTHER RESOLVED, that the Corporate Secretary is further directed to coordinate with the Company's investor relations department to update the Company's website, investor relations materials, annual report, and any other public-facing documents and communications to accurately reflect the new Board membership, committee assignments, and leadership positions as set forth in these resolutions. A reconstituted Board composition chart reflecting the pre- and post-Annual Meeting committee assignments is attached hereto as Exhibit C.

RESOLUTION 11: RATIFICATION OF PRIOR ACTIONS

RESOLVED, that any and all actions heretofore taken by the officers, directors, and authorized representatives of the Company in connection with, or in furtherance of, the matters contemplated by these resolutions, including any actions taken prior to the formal adoption of these resolutions, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

CERTIFICATION AND CLOSING

The undersigned hereby certify that the foregoing resolutions were duly presented to and considered by the Board of Directors of Aurelius Global Media Group PLC at a meeting of the Board duly called and held on June 10, 2024, at which a quorum was present and acting throughout — specifically, eight (8) of the nine (9) serving directors were present, one (1) Board seat being vacant — and that the foregoing resolutions were duly adopted by the affirmative vote of the directors present at such meeting, with no dissenting votes recorded.

The Corporate Secretary is directed to include a copy of these resolutions in the minute book of the Company.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Dame Elspeth Greenvale

Title: Non-Executive Chair of the Board of Directors

Date: June 10, 2024

ATTESTED:

By: ________

Name: Nadine Khalil

Title: General Counsel and Corporate Secretary

Date: June 10, 2024

EXHIBITS AND ATTACHMENTS

The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A: Inspector of Elections Report — 2024 Annual General Meeting (June 7, 2024 vote tabulation by Atlas Shareholder Services Inc.)

Exhibit B: Reconstituted Board of Directors — Biographical Information for New Directors (Malcolm Trask, Vanessa Loring, Dr. Raymond Chu)

Exhibit C: Standing Committee Composition Chart — Pre- and Post-Reconstitution

Exhibit D: Roster of Outside Advisors and Engagement Status Summary

DRAFTING NOTES — CALDERWOOD & HARKNESS LLP For Internal Use Only — Not Part of the Resolutions Matter No. 1017-00002

Note to Board: These resolutions are prepared in draft form by Calderwood & Harkness LLP for the Board's consideration at the June 10, 2024 meeting. The final form of these resolutions will require review and approval by the Board. Counsel recommends that the Board consider each resolution individually and that the minutes of the meeting reflect any discussion, amendment, or dissent with respect to each resolution.

Note Regarding Governance Counsel Review (Resolution 8): Resolution 8 directs the Nominating & Governance Committee (chaired by Vanessa Loring, a Managing Director of Corvus Peak Capital Partners LP) to evaluate the Board's governance counsel arrangements. The Board should be aware that this review may result in the engagement of new governance counsel to replace or supplement Calderwood & Harkness LLP, consistent with the reconstituted Board's prerogatives. Calderwood & Harkness LLP has no objection to this review and will cooperate fully with any transition of the governance counsel role, including the orderly transfer of files, work product, and institutional knowledge to any successor counsel.

Note Regarding Vanessa Loring's Independence (Resolution 4(a)): Ms. Loring's role as a Managing Director at Corvus Peak Capital Partners LP — the Company's largest individual shareholder at approximately 8.7% of outstanding shares — should be carefully evaluated for purposes of NYSE independence determinations, particularly with respect to her service as Chair of the Nominating & Governance Committee. While the Board has made an affirmative determination of independence in these draft resolutions, Calderwood & Harkness recommends that the Board consider obtaining a formal independence opinion from governance counsel (whether Calderwood & Harkness or successor counsel), and that the rationale for the independence determination be fully documented in the meeting minutes.

Note Regarding Forum Selection: Section 11.1 of the Amended and Restated Bylaws designates the Court of Chancery of the State of Delaware as the exclusive forum for intra-corporate disputes. All resolutions and governance actions set forth herein should be evaluated under the Delaware General Corporation Law, and the Board should be mindful that any challenge to these resolutions or the underlying election results would be subject to the exclusive forum provision.

Note Regarding UK Regulatory Obligations: Given the Company's dual listing on the LSE premium segment, the Corporate Secretary should ensure compliance with DTR 3 (transactions by persons discharging managerial responsibilities) and DTR 5 (vote holder and issuer notification rules) in connection with the reconstituted Board, and should coordinate with the Company's UK solicitors as necessary.

Nominee	Votes FOR	% of Shares Voted	Votes AGAINST/WITHHELD	Result
Malcolm Trask	241,632,915	68.8%	109,647,485	Elected
Vanessa Loring	228,231,780	65.0%	123,048,620	Elected
Dr. Raymond Chu	234,554,027	66.8%	116,726,373	Elected
Nominee	Votes FOR	% of Shares Voted	Votes AGAINST/WITHHELD	Result
Tobias Kessler	156,321,778	44.5%	194,958,622	Not Re-Elected
Hugh Pemberton	138,204,558	39.3%	213,075,842	Not Re-Elected
Sofia Delgado-Ríos	147,627,022	42.0%	203,653,378	Not Re-Elected
Shareholder	Approximate Ownership (%)	Approximate Shares Held
Corvus Peak Capital Partners LP	8.7%	35,896,200
Thorne Capital Management LP	6.3%	25,993,800
Ridgeway Asset Management Ltd.	5.1%	21,042,600
Windermere Pension Trust	4.4%	18,154,400

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
RESOLUTIONS OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC
Post-Annual General Meeting Organizational Matters
June 10, 2024
DRAFT — Prepared by Calderwood & Harkness LLP Matter Number: 1017-00002
PREAMBLE AND RECITALS
WHEREAS, Aurelius Global Media Group PLC (the "Company") is a public limited company duly incorporated under the laws of the State of Delaware (Delaware File Number 4827193; Employer Identification Number 26-4831097) and registered as an overseas company in England and Wales, with its registered office in Delaware located c/o Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801, and its principal executive office located at 14 Sceptre Row, London EC2V 7QN, United Kingdom;
WHEREAS, the Company's shares of common stock are dual-listed on the New York Stock Exchange under the ticker symbol "AGMG" and on the premium segment of the Official List of the Financial Conduct Authority, traded on the Main Market of the London Stock Exchange under the ticker symbol "AGMG.L";
WHEREAS, the 2024 Annual General Meeting of Shareholders of the Company (the "Annual Meeting") was duly convened and held on June 7, 2024, in accordance with the Company's Amended and Restated Bylaws (effective March 22, 2022) (the "Bylaws"), the Company's Restated Certificate of Incorporation (originally filed September 14, 2009; last restated March 22, 2022) (the "Certificate of Incorporation"), and applicable provisions of the Delaware General Corporation Law ("DGCL");
WHEREAS, as of the record date for the Annual Meeting, there were 412,600,000 shares of common stock of the Company outstanding and entitled to vote, and a total of 351,280,400 shares were voted at the Annual Meeting, representing approximately 85.1% of the total shares of common stock outstanding, thereby constituting a quorum for the transaction of business;
WHEREAS, the election of directors at the Annual Meeting was a contested election within the meaning of Section 2.09(b) of the Bylaws, and accordingly, the plurality voting standard applied to the election of directors at the Annual Meeting, in lieu of the majority voting standard otherwise applicable to uncontested elections under Section 2.09(a) of the Bylaws;
WHEREAS, the results of the election of directors at the Annual Meeting, as tabulated by Atlas Shareholder Services Inc. (the "Transfer Agent") in its capacity as Inspector of Elections, and as set forth in the Inspector of Elections Report attached hereto as Exhibit A and incorporated herein by reference, were as follows:
Corvus Peak Nominees — Duly Elected:
Incumbent Management Nominees — Not Re-Elected:
WHEREAS, Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu (collectively, the "Newly Elected Directors") were each duly elected to the Board of Directors of the Company (the "Board"), effective immediately upon certification of the election results, and the terms of Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos (collectively, the "Departing Directors") have concluded upon such certification;
WHEREAS, as a result of the foregoing election results and the prior resignation of Marcus Vane from the Board effective March 8, 2024, the Board of Directors is now composed of the following ten (10) voting members, with one (1) seat remaining vacant:
1.  Dame Elspeth Greenvale — Independent Non-Executive Chair (age 67; former Chief Executive Officer of Halcyon Broadcasting Group plc)
2.  Priya Nair-Whitfield — Interim Chief Executive Officer and Executive Director (age 48)
3.  Lucinda Farrow-Grant — Independent Non-Executive Director (age 55; Chief Executive Officer of Farrow-Grant Ventures Ltd.)
4.  Reginald Osei — Independent Non-Executive Director (age 60; former Chief Financial Officer of Parnassus Telecommunications Inc.)
5.  Dr. Anwen Llewellyn — Independent Non-Executive Director (age 46; Professor of Corporate Strategy at Ashford Business School)
6.  Garrett Voss — Chief Financial Officer and Executive Director (age 51)
7.  Malcolm Trask — Non-Executive Director, newly elected (age 58; former Chief Executive Officer of Archway Digital Holdings Inc.)
8.  Vanessa Loring — Non-Executive Director, newly elected (age 44; Managing Director at Corvus Peak Capital Partners LP)
9.  Dr. Raymond Chu — Non-Executive Director, newly elected (age 61; former President of Helix Media Networks Inc.)
10.  (Vacant — seat previously held by Marcus Vane, resigned effective March 8, 2024)
Nadine Khalil continues to serve as General Counsel and Corporate Secretary of the Company in a non-voting capacity;
WHEREAS, this meeting of the Board of Directors constitutes the first meeting of the reconstituted Board following the 2024 Annual General Meeting, and has been duly convened for the purpose of addressing organizational matters arising from the reconstitution of the Board, including leadership positions, committee assignments, onboarding and orientation of the Newly Elected Directors, and transitional governance arrangements;
WHEREAS, a quorum of the Board is present at this meeting, with eight (8) of the nine (9) serving directors in attendance, either in person or by electronic means of communication pursuant to Section 3.06 of the Bylaws — specifically, Dame Elspeth Greenvale, Priya Nair-Whitfield, Lucinda Farrow-Grant, Reginald Osei, Dr. Anwen Llewellyn, Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — with Garrett Voss being absent with prior notice and excuse, and one (1) Board seat being vacant;
WHEREAS, these resolutions have been prepared by Calderwood & Harkness LLP, independent governance counsel to the Board, at the direction of Dame Elspeth Greenvale, Non-Executive Chair, for consideration by the full Board;
NOW, THEREFORE, BE IT RESOLVED, as follows:
RESOLUTION 1: CERTIFICATION OF ANNUAL MEETING RESULTS
RESOLVED, that the Board of Directors hereby acknowledges and certifies the results of the 2024 Annual General Meeting of Shareholders held on June 7, 2024, as tabulated and reported by Atlas Shareholder Services Inc. in its capacity as Transfer Agent and Inspector of Elections, which report is attached hereto as Exhibit A and incorporated herein by reference.
FURTHER RESOLVED, that the Board confirms that the election of directors at the Annual Meeting was conducted in accordance with the plurality voting standard applicable to contested elections as set forth in Section 2.09(b) of the Amended and Restated Bylaws (effective March 22, 2022), and in compliance with applicable provisions of the Delaware General Corporation Law, the rules and regulations of the Securities and Exchange Commission, the listing standards of the New York Stock Exchange, and the requirements of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
FURTHER RESOLVED, that the Board hereby confirms that Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu were each duly elected as directors of the Company at the Annual Meeting, that their election became effective immediately upon certification of the election results by the Inspector of Elections, and that each of said persons has been duly seated as a member of the Board of Directors.
FURTHER RESOLVED, that the Board acknowledges that the terms of office of Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos as directors of the Company concluded upon the certification of the election results at the Annual Meeting, and that each of said persons is no longer a member of the Board of Directors as of June 7, 2024. The Board expresses its appreciation for the service of the Departing Directors during their respective tenures on the Board.
RESOLUTION 2: ELECTION OF MALCOLM TRASK AS LEAD INDEPENDENT DIRECTOR
RESOLVED, that the Board of Directors hereby elects Malcolm Trask to serve as Lead Independent Director of the Board of Directors, effective immediately, to serve in such capacity at the pleasure of the Board until such time as his successor is duly elected or appointed, or until his earlier resignation or removal.
FURTHER RESOLVED, that in his capacity as Lead Independent Director, Mr. Trask shall have the following responsibilities and authority, consistent with Section 4.03 of the Company's Corporate Governance Guidelines, as may be amended from time to time:
(a) presiding over all meetings and executive sessions of the independent and non-management directors, including regularly scheduled executive sessions held without the participation of management directors;
(b) serving as a liaison between the independent directors, on the one hand, and the Non-Executive Chair and management, on the other hand, facilitating the flow of information and communication between such parties;
(c) the authority to call special meetings of the independent and non-management directors at such times as he deems necessary or advisable, and to set the agenda for such meetings;
(d) consultation with the Non-Executive Chair on the agenda, schedule, and information packages for meetings of the full Board, and the authority to request the inclusion of specific agenda items and supporting materials;
(e) availability, when appropriate and in coordination with the Non-Executive Chair, for consultation and direct communication with major shareholders of the Company on governance matters, subject to compliance with applicable securities laws and Company policies; and
(f) such other duties as may be delegated to the Lead Independent Director by the Board from time to time or as set forth in the Corporate Governance Guidelines.
FURTHER RESOLVED, that the Board has reviewed the qualifications and relationships of Mr. Trask and has affirmatively determined that Mr. Trask qualifies as "independent" within the meaning of Section 303A.02 of the NYSE Listed Company Manual and under applicable rules and regulations of the Securities and Exchange Commission. In making this determination, the Board considered all relevant facts and circumstances, including Mr. Trask's prior service as Chief Executive Officer of Archway Digital Holdings Inc. (from which he retired in 2021), his nomination to the Board by Corvus Peak Capital Partners LP, and the absence of any material relationship between Mr. Trask and the Company, its management, or any significant shareholder that would impair his independence or judgment. Mr. Trask is not, and has not been within the preceding three years, an employee of the Company or any of its subsidiaries, and has no family relationship with any director, executive officer, or nominee of the Company.
FURTHER RESOLVED, that biographical information regarding Mr. Trask is set forth in Exhibit B attached hereto.
RESOLUTION 3: TRANSITIONAL CHAIR ARRANGEMENT — DAME ELSPETH GREENVALE
RESOLVED, that Dame Elspeth Greenvale shall continue to serve as Non-Executive Chair of the Board of Directors in a transitional capacity through and including September 30, 2024, for the purpose of ensuring orderly transition and continuity of governance processes during the period of Board reconstitution following the 2024 Annual General Meeting.
FURTHER RESOLVED, that during the transitional period ending September 30, 2024, Dame Greenvale shall:
(a) continue to preside over all meetings of the full Board of Directors and such other meetings as the Chair is authorized to convene under the Bylaws and Corporate Governance Guidelines;
(b) coordinate and consult regularly with the Lead Independent Director, Mr. Trask, on Board meeting agendas, Board processes, governance matters, and the orderly transition of Board leadership responsibilities;
(c) facilitate the onboarding and orientation of the Newly Elected Directors, including coordinating meetings between the Newly Elected Directors and senior management, key advisors, and committee chairs;
(d) work with the Nominating & Governance Committee on any further governance transitions, including the potential amendment of the Corporate Governance Guidelines and committee charters to reflect the reconstituted Board's priorities and preferences; and
(e) perform such other duties and responsibilities as are customarily associated with the role of Non-Executive Chair and as may be delegated to her by the Board from time to time.
FURTHER RESOLVED, that the Board acknowledges that Dame Greenvale's continuing service as Non-Executive Chair after September 30, 2024, shall be subject to separate Board action to be taken at a meeting to be held on or before such date. The Board intends to consider the permanent Chair arrangement, including the potential appointment of a new Non-Executive Chair, at such subsequent meeting, taking into account the recommendations of the Nominating & Governance Committee and the views of the full Board.
FURTHER RESOLVED, that the Board notes, for the record, that Dame Greenvale, age 67, formerly served as Chief Executive Officer of Halcyon Broadcasting Group plc and has served as Independent Non-Executive Chair of the Company since January 15, 2020. Dame Greenvale continues to satisfy all applicable independence requirements under NYSE listing standards and applicable SEC rules.
RESOLUTION 4: COMMITTEE ASSIGNMENTS — RECONSTITUTED STANDING COMMITTEES
Resolution 4(a): Nominating & Governance Committee
RESOLVED, that the Nominating & Governance Committee of the Board of Directors (the "Nominating & Governance Committee") is hereby reconstituted, effective immediately, with the following membership:
•  Vanessa Loring — Chair
•  Malcolm Trask — Member
•  Lucinda Farrow-Grant — Member
FURTHER RESOLVED, that the Board has determined that each member of the reconstituted Nominating & Governance Committee satisfies the applicable independence requirements under Section 303A.04 of the NYSE Listed Company Manual. In making this determination with respect to Ms. Loring, the Board has specifically considered her role as Managing Director at Corvus Peak Capital Partners LP ("Corvus Peak"), which is the holder of approximately 8.7% of the Company's outstanding shares of common stock (approximately 35,896,200 shares). After careful evaluation of all relevant facts and circumstances, including the nature and extent of Ms. Loring's relationship with Corvus Peak, the terms of her compensation from Corvus Peak, and the absence of any direct commercial or consulting relationship between Corvus Peak and the Company (other than Corvus Peak's role as a shareholder and its participation in the proxy contest leading to the 2024 Annual Meeting), the Board has concluded that Ms. Loring meets the applicable NYSE independence criteria for service on the Nominating & Governance Committee. The Board reserves the right to revisit this determination at any time, and may, in its discretion, seek a formal independence opinion from governance counsel.
FURTHER RESOLVED, that the Nominating & Governance Committee shall operate in accordance with the Nominating & Governance Committee Charter previously adopted by the Board (the "N&G Committee Charter"), as the same may be amended from time to time. The Board directs the reconstituted Nominating & Governance Committee to review the existing N&G Committee Charter and to recommend to the Board any amendments it considers necessary or advisable in light of the reconstituted Board composition and the Company's current governance needs, with any such recommended amendments to be presented for Board consideration at a subsequent meeting.
FURTHER RESOLVED, that the Nominating & Governance Committee shall be responsible for, among other things:
(a) identifying and evaluating candidates for nomination to the Board of Directors, including the evaluation of director qualifications, skills, and experience in light of the Company's strategic direction and governance needs;
(b) developing and recommending to the Board corporate governance policies and guidelines applicable to the Company, including the Corporate Governance Guidelines;
(c) overseeing the annual Board and committee self-evaluation processes;
(d) overseeing CEO succession planning when such process is resumed by the Board, in coordination with the full Board; and
(e) such other duties and responsibilities as are set forth in the N&G Committee Charter or as may be delegated to the Committee by the Board from time to time.
Resolution 4(b): Audit Committee
RESOLVED, that the Audit Committee of the Board of Directors (the "Audit Committee") is hereby reconstituted, effective immediately, with the following membership:
•  Dr. Raymond Chu — Chair
•  Reginald Osei — Member
•  Dr. Anwen Llewellyn — Member
FURTHER RESOLVED, that the Board has determined that each member of the reconstituted Audit Committee satisfies the applicable independence requirements under Section 303A.07 of the NYSE Listed Company Manual and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Each member of the Audit Committee is free from any relationship to the Company that would interfere with the exercise of independent judgment as a member of the Audit Committee.
FURTHER RESOLVED, that the Board has determined that at least one member of the Audit Committee qualifies as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission. Specifically, the Board has determined that Reginald Osei qualifies as an audit committee financial expert by virtue of his extensive experience as former Chief Financial Officer of Parnassus Telecommunications Inc., during which tenure he was responsible for overseeing the preparation of financial statements, the application of generally accepted accounting principles, and the maintenance of internal controls over financial reporting. Additionally, the Board notes that Dr. Raymond Chu, through his service as President of Helix Media Networks Inc., has significant experience in the oversight and assessment of financial statements of public reporting companies and may also qualify as an audit committee financial expert. The foregoing designations are made for purposes of SEC disclosure requirements and do not impose any duties, obligations, or liability on the designated persons greater than those imposed on members of the Audit Committee and the Board generally.
FURTHER RESOLVED, that the Audit Committee shall continue to operate in accordance with the Audit Committee Charter previously adopted by the Board (the "Audit Committee Charter"), as the same may be amended from time to time. The Board has determined that no immediate amendments to the Audit Committee Charter are required at this time.
FURTHER RESOLVED, that the Audit Committee acknowledges the continuing engagement of Glenmore & Partners LLP (engagement partner: Keith Redmond) as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The Audit Committee shall continue to oversee the relationship with Glenmore & Partners LLP, including the review and pre-approval of audit and non-audit services, in accordance with the Audit Committee Charter and applicable SEC rules.
Resolution 4(c): Compensation Committee
RESOLVED, that the Compensation Committee of the Board of Directors (the "Compensation Committee") is hereby reconstituted, effective immediately, with the following membership:
•  Lucinda Farrow-Grant — Chair
•  Malcolm Trask — Member
•  Reginald Osei — Member
FURTHER RESOLVED, that the Board has determined that each member of the reconstituted Compensation Committee satisfies the applicable independence requirements under Section 303A.05 of the NYSE Listed Company Manual, including the enhanced independence requirements applicable to compensation committee members set forth therein. The Board has considered all factors specifically relevant to determining whether each member has a relationship to the Company which is material to the member's ability to be independent from management in connection with the duties of a compensation committee member, including the source of each member's compensation and whether any member is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company.
FURTHER RESOLVED, that the Compensation Committee shall continue to operate in accordance with the Compensation Committee Charter previously adopted by the Board (the "Compensation Committee Charter"), as the same may be amended from time to time.
FURTHER RESOLVED, that the Compensation Committee acknowledges that Brackenridge Howard Associates Inc. (lead consultant: Miriam Estabrook) continues to serve as the Committee's independent compensation consultant for purposes of executive compensation benchmarking, including CEO compensation benchmarking. The Compensation Committee shall, at a subsequent meeting, evaluate the independence of Brackenridge Howard Associates Inc. in accordance with Rule 10C-1 under the Securities Exchange Act of 1934 and the applicable provisions of the NYSE Listed Company Manual, and shall consider whether any modifications to the engagement are warranted in light of the reconstituted Board composition and the Company's current executive compensation needs.
Resolution 4(d): Special Committee — Status
RESOLVED, that the Board notes that the Special Committee of the Board of Directors previously formed on March 18, 2024 (consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn) is no longer constituted as a result of Mr. Kessler's departure from the Board, he having not been re-elected at the Annual Meeting.
FURTHER RESOLVED, that any further action regarding the Special Committee — including its formal dissolution, the disposition of any matters previously delegated to it, or its potential reconstitution with new membership — shall be addressed at a subsequent meeting of the Board. For purposes of clarification, the Board confirms that no authority previously delegated to the Special Committee shall be exercised during such time as the Special Committee is not constituted, and any such matters shall be reserved to the full Board.
FURTHER RESOLVED, that the Board acknowledges that it intends to address the formal dissolution and tabling of the CEO succession process previously overseen by the Special Committee in a separate resolution to be considered at the Board meeting scheduled for June 14, 2024.
RESOLUTION 5: ONBOARDING AND ORIENTATION OF NEW DIRECTORS
RESOLVED, that the Board of Directors hereby directs the Corporate Secretary, Nadine Khalil, to coordinate a comprehensive onboarding and orientation program for the Newly Elected Directors (Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu), to be completed as promptly as practicable following the date of these resolutions.
FURTHER RESOLVED, that the onboarding and orientation program shall include, at a minimum, the following components:
(a) Distribution of Board Reference Materials. The Corporate Secretary shall provide each Newly Elected Director with copies of the following documents:
(i) the Restated Certificate of Incorporation (originally filed September 14, 2009; last restated March 22, 2022);
(ii) the Amended and Restated Bylaws (effective March 22, 2022);
(iii) the Corporate Governance Guidelines, as currently in effect;
(iv) the charters of each standing committee of the Board (Audit Committee, Compensation Committee, and Nominating & Governance Committee);
(v) the Company's Code of Business Conduct and Ethics; and
(vi) such other governance documents, policies, and materials as the Corporate Secretary deems appropriate, including the Company's insider trading policy, related party transactions policy, and communications and disclosure policies.
(b) Management Meetings. The Corporate Secretary shall arrange meetings between each Newly Elected Director and members of the Company's senior management team, including:
(i) Priya Nair-Whitfield, Interim Chief Executive Officer, for a comprehensive overview of the Company's strategy, operations, and near-term priorities;
(ii) Garrett Voss, Chief Financial Officer, for a review of the Company's financial condition, capital structure, liquidity position, and key financial metrics; and
(iii) other members of the senior leadership team as may be identified by the Corporate Secretary in consultation with the Interim CEO.
(c) Business Segment Briefings. The Corporate Secretary shall coordinate detailed briefings for each Newly Elected Director on each of the Company's key business segments, including:
(i) Streaming & Digital Content, which accounted for approximately 42% of the Company's fiscal year 2023 revenue, or approximately $1,835.4 million;
(ii) Live Entertainment & Events, which accounted for approximately 24% of fiscal year 2023 revenue, or approximately $1,048.8 million;
(iii) E-Commerce & Merchandising, which accounted for approximately 19% of fiscal year 2023 revenue, or approximately $830.3 million; and
(iv) Advertising & Brand Partnerships, which accounted for approximately 15% of fiscal year 2023 revenue, or approximately $655.5 million.
(d) Financial Performance Overview. The Newly Elected Directors shall receive a comprehensive review of the Company's fiscal year 2023 financial performance, including total revenue of approximately $4.37 billion and EBITDA of approximately $812 million (representing an EBITDA margin of approximately 18.6%), as well as a review of the Company's fiscal year 2024 budget, financial outlook, and key performance indicators.
(e) Legal and Regulatory Briefings. The Corporate Secretary and General Counsel shall provide the Newly Elected Directors with an overview of pending legal and regulatory matters affecting the Company, including:
(i) the DGCL § 220 books-and-records demand served on the Company by Corvus Peak Capital Partners LP on March 22, 2024, and the status of the Company's response thereto;
(ii) any material pending or threatened litigation, regulatory investigations, or government enforcement actions; and
(iii) an overview of the Company's dual-listing regulatory framework, including the Company's obligations under NYSE listing standards, SEC reporting requirements, and the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (DTR 5) applicable to the Company by virtue of its listing on the premium segment of the Official List of the FCA.
(f) D&O Insurance Briefing. The General Counsel shall provide each Newly Elected Director with a summary of the Company's directors' and officers' liability insurance program, including the current policy issued by Helmsley Indemnity Corp. (Policy No. HIC-DOL-2024-009347), which provides coverage of $75 million per occurrence and $150 million in the aggregate, at an annual premium of approximately $3.8 million, for the policy period of January 1, 2024 through December 31, 2024.
(g) Meetings with Advisors. The Corporate Secretary shall arrange meetings between the Newly Elected Directors and the Company's independent governance counsel (Calderwood & Harkness LLP), the Company's standing outside counsel (Ashworth Velmoran LLP), and such other advisors to the Board or its committees as the Corporate Secretary, in consultation with the Non-Executive Chair, deems appropriate.
FURTHER RESOLVED, that biographical information regarding each of the Newly Elected Directors is set forth in Exhibit B attached hereto.
RESOLUTION 6: D&O INSURANCE — COVERAGE CONFIRMATION FOR NEW DIRECTORS
RESOLVED, that the Board of Directors hereby directs the General Counsel, Nadine Khalil, to take the following actions with respect to the Company's directors' and officers' liability insurance program:
(a) promptly notify Helmsley Indemnity Corp. of the change in the composition of the Board of Directors resulting from the Annual Meeting, including the addition of Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu as directors of the Company, and the departure of Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos from the Board;
(b) obtain written confirmation from Helmsley Indemnity Corp. that the Company's existing D&O insurance policy (Policy No. HIC-DOL-2024-009347) provides coverage for the Newly Elected Directors, effective as of June 7, 2024 (the date of their election at the Annual Meeting), on the same terms and conditions as are applicable to the other insured persons under the policy;
(c) obtain confirmation from Helmsley Indemnity Corp. regarding the availability and terms of tail coverage (extended reporting period coverage) for the Departing Directors, in accordance with the terms of the policy and the Company's indemnification obligations under Article VII of the Certificate of Incorporation and Article XI of the Bylaws, and consistent with any individual indemnification agreements previously entered into by the Company with the Departing Directors; and
(d) report back to the Board promptly regarding any coverage gaps, additional premium requirements, policy endorsements, or other modifications that may be needed to ensure that the Newly Elected Directors and the Departing Directors are afforded the full coverage and indemnification to which they are entitled under the Company's governing documents, applicable law, and the terms of the D&O insurance program.
FURTHER RESOLVED, that the General Counsel is authorized to execute any endorsements, amendments, or supplemental agreements with Helmsley Indemnity Corp. or any other insurer as may be necessary to effectuate the foregoing, subject to such actions not resulting in additional annual premium obligations in excess of $150,000 without further Board approval.
RESOLUTION 7: ACKNOWLEDGMENT OF CONTINUING INTERIM CEO DESIGNATION
RESOLVED, that the Board of Directors hereby acknowledges and confirms that Priya Nair-Whitfield continues to serve as Interim Chief Executive Officer of the Company, effective as of March 8, 2024, pending further Board action regarding the permanent CEO succession process.
FURTHER RESOLVED, that Ms. Nair-Whitfield's authority, responsibilities, and compensation as Interim Chief Executive Officer remain as previously established by the Board resolution duly adopted on March 8, 2024, and that no modification to the terms of her appointment is effected by this resolution.
FURTHER RESOLVED, that the Board acknowledges the continuing engagement of Hargrove Tate Partners LLC (lead partner: Christine Aldridge) to assist with the CEO succession process pursuant to the engagement letter dated March 15, 2024. The Board notes that the total fee for the engagement is $750,000 on a flat-fee basis, of which $250,000 has been paid as the first installment. The Board intends to address the status and future direction of the CEO succession process, including any modifications to the scope or timeline of the Hargrove Tate engagement, at a subsequent meeting of the Board.
RESOLUTION 8: ENGAGEMENT OF OUTSIDE ADVISORS — STATUS REVIEW
RESOLVED, that the Board of Directors notes and acknowledges the current status of the Company's engagements with outside advisors, as summarized below and as more fully described in Exhibit D attached hereto:
(a) Calderwood & Harkness LLP — Independent governance counsel to the Board. Engagement opened March 12, 2024. Responsible partner: Nathaniel Bower. Billing arrangement: hourly, in accordance with the firm's standard rates as set forth in the engagement letter.
(b) Ashworth Velmoran LLP — Standing outside counsel to management. Engagement in place since 2015. Lead partner: Martin Cho. Billing arrangement: hourly, subject to annual fee letter and budgetary guidelines.
(c) Stonebridge Crane & Co. — Financial advisor for strategic alternatives review. Engaged April 22, 2024. Lead banker: Anil Kapoor-Mehta. Compensation: monthly retainer of $250,000, plus a transaction fee of 0.25% of enterprise value if a change-of-control transaction is consummated.
(d) Hargrove Tate Partners LLC — Executive search firm retained for CEO succession process. Retained March 15, 2024. Lead partner: Christine Aldridge. Flat fee of $750,000, of which $250,000 has been paid as the first installment.
(e) Citrine Advisory Group Inc. — Proxy solicitor. Engaged February 28, 2024. Lead contact: Sandra Eriksson.
(f) Brackenridge Howard Associates Inc. — Independent compensation consultant to the Compensation Committee. Lead consultant: Miriam Estabrook.
(g) Glenmore & Partners LLP — Independent registered public accounting firm. Engagement partner: Keith Redmond. In place since 2019.
FURTHER RESOLVED, that the Board directs the Nominating & Governance Committee, under the chairmanship of Vanessa Loring, to evaluate the Board's governance counsel arrangements and to report its recommendations to the full Board at a subsequent meeting. This evaluation shall include, without limitation, an assessment of whether the current governance counsel engagement with Calderwood & Harkness LLP should be continued, modified, or terminated, and whether the Board should consider engaging alternative or additional governance counsel. The Board acknowledges that the reconstituted Board has the prerogative to select governance counsel of its choosing, and that any transition of governance counsel shall be conducted in an orderly manner.
FURTHER RESOLVED, that the Board further directs each standing committee of the Board and the appropriate officers of the Company to review the engagements of those outside advisors that fall within their respective areas of responsibility, and to report to the Board any recommendations for modification, termination, or supplementation of such engagements.
FURTHER RESOLVED, that the Board reserves the right to modify, terminate, or supplement any of the foregoing engagements as it deems appropriate, and that nothing in this resolution shall be construed to limit the Board's authority to retain such advisors as it determines to be in the best interests of the Company and its shareholders.
RESOLUTION 9: SHAREHOLDER COMMUNICATIONS AND ENGAGEMENT PROTOCOL
RESOLVED, that the Board of Directors hereby authorizes the Lead Independent Director (Malcolm Trask) and the Non-Executive Chair (Dame Elspeth Greenvale), jointly, to engage in direct communications with significant shareholders of the Company on governance matters, subject to compliance with applicable securities laws (including, without limitation, Regulation FD promulgated by the Securities and Exchange Commission), the Company's insider trading policies, the Company's communications and disclosure policies, the Market Abuse Regulation (EU) No 596/2014 as it applies to the Company's LSE-listed securities, and such other legal and regulatory requirements as may be applicable.
FURTHER RESOLVED, that for purposes of the initial phase of the shareholder engagement program, the Board has identified the following shareholders as key participants for governance-related outreach, based on their ownership positions as reflected in the most recent available public filings and the Company's transfer agent records:
FURTHER RESOLVED, that the Lead Independent Director and the Non-Executive Chair shall, to the extent reasonably practicable, coordinate their shareholder engagement activities and ensure that any material discussions or communications with shareholders are promptly reported to the full Board. In particular, any discussions involving the Company's strategic direction, CEO succession, Board composition, or any matters that may constitute material nonpublic information shall be conducted in strict accordance with the Company's Regulation FD compliance procedures and insider trading policies, and shall be reported to the General Counsel promptly.
FURTHER RESOLVED, that the foregoing authorization does not limit the authority of the Interim Chief Executive Officer, the Chief Financial Officer, or the head of investor relations to conduct customary investor relations and shareholder communications in the ordinary course of business.
RESOLUTION 10: AUTHORIZATION FOR GENERAL CORPORATE ACTIONS
RESOLVED, that the officers of the Company, including the Interim Chief Executive Officer, the Chief Financial Officer, the General Counsel, and the Corporate Secretary, are hereby authorized and directed, individually and collectively, to execute and deliver any and all documents, instruments, certificates, notices, filings, and agreements, and to take any and all actions, as may be necessary, desirable, or appropriate to carry out the intent and purposes of the foregoing resolutions.
FURTHER RESOLVED, that the Corporate Secretary is hereby directed to update all corporate records, including the corporate register of the Company, to reflect the reconstituted Board composition, the committee assignments, the designation of Mr. Trask as Lead Independent Director, and the transitional Chair arrangement, all as set forth in these resolutions.
FURTHER RESOLVED, that the Corporate Secretary is hereby directed to prepare and file, or cause to be prepared and filed, any and all notifications, reports, and filings required under applicable law and the rules of each exchange or regulatory body on which the Company's securities are listed or registered, including:
(a) any required filings with the Securities and Exchange Commission reflecting the changes in Board composition, including any amendments to the Company's current reports on Form 8-K;
(b) any required notifications to the New York Stock Exchange;
(c) any required notifications to the Financial Conduct Authority and the London Stock Exchange reflecting the changes in Board composition and committee assignments, including any announcements required under the Listing Rules and the Disclosure Guidance and Transparency Rules; and
(d) any other filings, notifications, or announcements as may be required by applicable law, regulation, or listing standards.
FURTHER RESOLVED, that the Corporate Secretary is further directed to coordinate with the Company's investor relations department to update the Company's website, investor relations materials, annual report, and any other public-facing documents and communications to accurately reflect the new Board membership, committee assignments, and leadership positions as set forth in these resolutions. A reconstituted Board composition chart reflecting the pre- and post-Annual Meeting committee assignments is attached hereto as Exhibit C.
RESOLUTION 11: RATIFICATION OF PRIOR ACTIONS
RESOLVED, that any and all actions heretofore taken by the officers, directors, and authorized representatives of the Company in connection with, or in furtherance of, the matters contemplated by these resolutions, including any actions taken prior to the formal adoption of these resolutions, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
CERTIFICATION AND CLOSING
The undersigned hereby certify that the foregoing resolutions were duly presented to and considered by the Board of Directors of Aurelius Global Media Group PLC at a meeting of the Board duly called and held on June 10, 2024, at which a quorum was present and acting throughout — specifically, eight (8) of the nine (9) serving directors were present, one (1) Board seat being vacant — and that the foregoing resolutions were duly adopted by the affirmative vote of the directors present at such meeting, with no dissenting votes recorded.
The Corporate Secretary is directed to include a copy of these resolutions in the minute book of the Company.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Dame Elspeth Greenvale
Title: Non-Executive Chair of the Board of Directors
Date: June 10, 2024
ATTESTED:
By: ________
Name: Nadine Khalil
Title: General Counsel and Corporate Secretary
Date: June 10, 2024
EXHIBITS AND ATTACHMENTS
The following exhibits are attached hereto and incorporated herein by reference:
Exhibit A: Inspector of Elections Report — 2024 Annual General Meeting (June 7, 2024 vote tabulation by Atlas Shareholder Services Inc.)
Exhibit B: Reconstituted Board of Directors — Biographical Information for New Directors (Malcolm Trask, Vanessa Loring, Dr. Raymond Chu)
Exhibit C: Standing Committee Composition Chart — Pre- and Post-Reconstitution
Exhibit D: Roster of Outside Advisors and Engagement Status Summary
DRAFTING NOTES — CALDERWOOD & HARKNESS LLP For Internal Use Only — Not Part of the Resolutions Matter No. 1017-00002
Note to Board: These resolutions are prepared in draft form by Calderwood & Harkness LLP for the Board's consideration at the June 10, 2024 meeting. The final form of these resolutions will require review and approval by the Board. Counsel recommends that the Board consider each resolution individually and that the minutes of the meeting reflect any discussion, amendment, or dissent with respect to each resolution.
Note Regarding Governance Counsel Review (Resolution 8): Resolution 8 directs the Nominating & Governance Committee (chaired by Vanessa Loring, a Managing Director of Corvus Peak Capital Partners LP) to evaluate the Board's governance counsel arrangements. The Board should be aware that this review may result in the engagement of new governance counsel to replace or supplement Calderwood & Harkness LLP, consistent with the reconstituted Board's prerogatives. Calderwood & Harkness LLP has no objection to this review and will cooperate fully with any transition of the governance counsel role, including the orderly transfer of files, work product, and institutional knowledge to any successor counsel.
Note Regarding Vanessa Loring's Independence (Resolution 4(a)): Ms. Loring's role as a Managing Director at Corvus Peak Capital Partners LP — the Company's largest individual shareholder at approximately 8.7% of outstanding shares — should be carefully evaluated for purposes of NYSE independence determinations, particularly with respect to her service as Chair of the Nominating & Governance Committee. While the Board has made an affirmative determination of independence in these draft resolutions, Calderwood & Harkness recommends that the Board consider obtaining a formal independence opinion from governance counsel (whether Calderwood & Harkness or successor counsel), and that the rationale for the independence determination be fully documented in the meeting minutes.
Note Regarding Forum Selection: Section 11.1 of the Amended and Restated Bylaws designates the Court of Chancery of the State of Delaware as the exclusive forum for intra-corporate disputes. All resolutions and governance actions set forth herein should be evaluated under the Delaware General Corporation Law, and the Board should be mindful that any challenge to these resolutions or the underlying election results would be subject to the exclusive forum provision.
Note Regarding UK Regulatory Obligations: Given the Company's dual listing on the LSE premium segment, the Corporate Secretary should ensure compliance with DTR 3 (transactions by persons discharging managerial responsibilities) and DTR 5 (vote holder and issuer notification rules) in connection with the reconstituted Board, and should coordinate with the Company's UK solicitors as necessary.
Nominee | Votes FOR | % of Shares Voted | Votes AGAINST/WITHHELD | Result
Malcolm Trask | 241,632,915 | 68.8% | 109,647,485 | Elected
Vanessa Loring | 228,231,780 | 65.0% | 123,048,620 | Elected
Dr. Raymond Chu | 234,554,027 | 66.8% | 116,726,373 | Elected
Nominee | Votes FOR | % of Shares Voted | Votes AGAINST/WITHHELD | Result
Tobias Kessler | 156,321,778 | 44.5% | 194,958,622 | Not Re-Elected
Hugh Pemberton | 138,204,558 | 39.3% | 213,075,842 | Not Re-Elected
Sofia Delgado-Ríos | 147,627,022 | 42.0% | 203,653,378 | Not Re-Elected
Shareholder | Approximate Ownership (%) | Approximate Shares Held
Corvus Peak Capital Partners LP | 8.7% | 35,896,200
Thorne Capital Management LP | 6.3% | 25,993,800
Ridgeway Asset Management Ltd. | 5.1% | 21,042,600
Windermere Pension Trust | 4.4% | 18,154,400