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

AURELIUS GLOBAL MEDIA GROUP PLC

RESOLUTIONS OF THE BOARD OF DIRECTORS

Adopted May 12, 2024

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

Prepared for the Board of Directors of Aurelius Global Media Group PLC

This document constitutes privileged attorney-client communication and attorney work product. It is prepared in anticipation of litigation and in connection with the rendering of legal advice. Unauthorized disclosure, copying, or distribution of this document is strictly prohibited. Receipt by any person not authorized to receive this document does not constitute waiver of any applicable privilege.

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

May 12, 2024

I. 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, registered as an overseas company in England and Wales under the Companies Act 2006, with its principal executive office located at 14 Sceptre Row, London EC2V 7QN, United Kingdom; and

WHEREAS, shares of the Company's common stock, par value $0.01 per share, are listed on the New York Stock Exchange under the ticker symbol "AGMG" and are also admitted to the premium segment of the Official List maintained by the Financial Conduct Authority and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L"; and

WHEREAS, as of the date hereof, there are 412,600,000 shares of common stock of the Company issued and outstanding; and

WHEREAS, the Board of Directors (the "Board") is governed by the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws, each as amended and restated effective March 22, 2022 (respectively, the "Certificate of Incorporation" and the "Bylaws"), and by the Delaware General Corporation Law (the "DGCL"); and

WHEREAS, on January 18, 2024, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership with its principal office at 590 Lexington Avenue, 34th Floor, New York, NY 10022, filed a Schedule 13D with the United States Securities and Exchange Commission (the "SEC") disclosing beneficial ownership of approximately 6.1% of the Company's outstanding shares of common stock; and

WHEREAS, on February 12, 2024, Corvus Peak transmitted a letter (the "Demand Letter") to the Board demanding, among other things: (i) the immediate appointment of two new independent directors to the Board, to be selected from candidates proposed by Corvus Peak; (ii) the formation of a committee to conduct a comprehensive strategic review of the Company's portfolio of businesses, capital allocation strategy, and organizational structure; and (iii) the adoption and public disclosure of a formal CEO succession plan with defined timelines and governance protocols; and

WHEREAS, on February 26, 2024, Corvus Peak filed an amended Schedule 13D with the SEC disclosing an increase in its beneficial ownership of the Company's common stock to approximately 8.7%, representing approximately 35,896,200 shares, and publicly announced its intention to nominate three director candidates for election at the Company's 2024 Annual Meeting of Stockholders (the "Annual Meeting"); and

WHEREAS, on March 1, 2024, Corvus Peak submitted formal director nominations pursuant to the advance notice provisions of the Bylaws, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu (collectively, the "Corvus Peak Nominees") as candidates for election to the Board at the Annual Meeting, such nominations having been submitted within the advance notice window of February 10, 2024 through March 11, 2024 prescribed by Section 2.09 of the Bylaws; and

WHEREAS, on March 8, 2024, Marcus Vane resigned as Chief Executive Officer and Executive Director of the Company, effective immediately, creating a vacancy on the Board and in the office of Chief Executive Officer; and

WHEREAS, on March 8, 2024, in response to Mr. Vane's resignation, the Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer, as Interim Chief Executive Officer of the Company, with full authority and responsibility to manage the Company's day-to-day operations pending the completion of a formal CEO succession process (the "CEO Search"); and

WHEREAS, on March 12, 2024, the Board engaged Calderwood & Harkness LLP ("Calderwood & Harkness") as independent governance counsel to advise the Board in connection with the CEO Search, the Company's response to the Corvus Peak activist campaign, and related governance matters; and

WHEREAS, on March 15, 2024, the Nominating and Governance Committee of the Board (the "Nominating & Governance Committee") retained Hargrove Tate Partners LLC ("Hargrove Tate"), a nationally recognized executive search firm, to assist in the identification, evaluation, and recruitment of candidates for the position of Chief Executive Officer, pursuant to an engagement letter providing for a flat fee of $750,000 plus reasonable expenses, payable in three installments, of which the first installment of $250,000 has been paid; and

WHEREAS, on March 18, 2024, the Board formed a Special Committee of independent directors (the "Special Committee"), consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, and delegated to the Special Committee sole authority to oversee the CEO Search, to coordinate the Board's response to the Corvus Peak activist campaign, and to take such other actions as may be necessary or advisable in furtherance of those mandates, subject to the ultimate approval of the full Board on material matters; and

WHEREAS, on February 28, 2024, the Company's management engaged Citrine Advisory Group Inc. ("Citrine") to assist with proxy contest defense and proxy solicitation efforts, and Sandra Eriksson, Managing Director of Citrine, has been advising the Company's proxy solicitation efforts since that date; and

WHEREAS, Ashworth Velmoran LLP ("Ashworth Velmoran") continues to serve as the Company's standing outside counsel for general corporate matters, under the direction of lead partner Martin Cho; and

WHEREAS, on April 1, 2024, Corvus Peak filed a preliminary proxy statement on Schedule 14A with the SEC in connection with its solicitation of proxies seeking the election of the Corvus Peak Nominees at the Annual Meeting; and

WHEREAS, on April 5, 2024, the Company filed its own preliminary proxy statement on Schedule 14A with the SEC recommending the re-election of all incumbent directors standing for election at the Annual Meeting; and

WHEREAS, as of the date of these resolutions, neither Corvus Peak nor the Company has filed definitive proxy statements with the SEC, and the 2024 Annual General Meeting of Stockholders is scheduled to be held on June 7, 2024; and

WHEREAS, under Section 2.12 of the Bylaws, the election of directors at the Annual Meeting will be subject to a plurality voting standard, as the Corvus Peak nominations have triggered a contested election within the meaning of Section 2.12(b) of the Bylaws; and

WHEREAS, on April 22, 2024, the Board engaged Stonebridge Crane & Co. ("Stonebridge Crane") as financial advisor to evaluate strategic alternatives available to the Company, including but not limited to potential asset dispositions, joint ventures, strategic partnerships, and other value-enhancing transactions; and

WHEREAS, Calderwood & Harkness has delivered to the Board and the Special Committee, among other memoranda and advice: (i) a memorandum dated March 25, 2024, analyzing the Board's fiduciary duties in connection with CEO succession under Delaware law; (ii) a memorandum dated April 12, 2024, analyzing defensive measures available to the Board in the context of the Corvus Peak activist campaign; (iii) a memorandum dated April 28, 2024, analyzing the fiduciary obligations of directors during a proxy contest; and (iv) related oral and written advice on the Company's governance framework, the applicable legal standards under Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995), and Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), and the Board's obligations thereunder; and

WHEREAS, on April 10, 2024, the Board, on the advice of Calderwood & Harkness and after careful deliberation, resolved not to adopt a shareholder rights plan (commonly known as a "poison pill"), having concluded that the adoption of such a measure would not satisfy the proportionality requirements of the Unocal/Unitrin framework, given that Corvus Peak's 8.7% ownership stake does not constitute a creeping control threat and that the adoption of a rights plan under the circumstances presented would likely be viewed by the courts as a disproportionate and preclusive response to the activist campaign; and

WHEREAS, on May 10, 2024, Corvus Peak, through its counsel Blackthorn Howell & Crane LLP ("Blackthorn Howell"), lead partner Dominic Sayer, delivered to the Company a written proposal (the "Settlement Proposal") containing the following principal terms:

(1) the immediate appointment of two Corvus Peak director nominees, namely Malcolm Trask and Vanessa Loring, to the Board, effective upon the execution of a definitive cooperation agreement between the Company and Corvus Peak;

(2) the withdrawal of Corvus Peak's proxy solicitation and Corvus Peak's consent to the re-election of all remaining incumbent directors at the June 7, 2024 Annual Meeting;

(3) the suspension (or "pause") of the CEO Search pending reconstitution of the Board with the two newly appointed Corvus Peak nominees;

(4) the formation of a new search committee, with Corvus Peak representation, to restart the CEO Search after a 90-day integration period following the seating of the Corvus Peak nominees;

(5) a mutual standstill, under which Corvus Peak would agree not to acquire shares of the Company's common stock in excess of 12% of the outstanding shares or to launch further proxy contests for a period of 24 months from the date of execution of a definitive cooperation agreement, and the Company would agree not to adopt a shareholder rights plan during the standstill period; and

(6) no commitment by either party regarding the outcome of the CEO Search, and no express or implied endorsement of any particular candidate, whether internal or external;

and

WHEREAS, the Settlement Proposal was communicated via letter from Dominic Sayer of Blackthorn Howell & Crane LLP addressed to Nadine Khalil, General Counsel and Corporate Secretary of the Company, with copies to Dame Elspeth Greenvale, Non-Executive Chair of the Board, and Tobias Kessler, Chair of the Special Committee; and

WHEREAS, the Special Committee met on May 11, 2024, to consider the Settlement Proposal, with the participation of Nathaniel Bower, partner at Calderwood & Harkness, and Colette Whitman, counsel at Calderwood & Harkness, as independent governance counsel to the Board and the Special Committee; and

WHEREAS, Calderwood & Harkness advised the Board and the Special Committee regarding the fiduciary considerations applicable to the Settlement Proposal, including the Board's duties under the duty of care and the duty of loyalty as established under the DGCL and applicable Delaware case law, and the applicability of enhanced scrutiny under the Unocal and Blasius frameworks where board actions may have the primary purpose or effect of impeding the exercise of the shareholder franchise; and

WHEREAS, in the course of its deliberations, the Special Committee and the Board considered, among other factors:

(i) the Settlement Proposal's requirement to pause the CEO Search, and the material adverse impact that such a pause would have on the Company's ongoing operations, employee morale, and the integrity of the succession process, particularly given that the Special Committee had interviewed five external CEO candidates on April 18, 2024, and the CEO Search was at an advanced and critical stage;

(ii) the fact that one of the external candidates under consideration, Jonathan Hale, former Chairman and Chief Executive Officer of Meridian Studios International Inc., has a pre-existing personal and professional relationship with Corvus Peak's Founding Partner and Chief Investment Officer, Damien Solberg, including shared board service at Keystone Digital Ventures Ltd., and that seating Corvus Peak nominees on the Board prior to the conclusion of the CEO Search could compromise the Board's ability to evaluate all candidates, including Mr. Hale, independently and free from actual or perceived conflicts of interest;

(iii) the potential signal to the capital markets and to the Company's approximately 23,400 employees worldwide that the Board has capitulated to activist demands without extracting adequate concessions, and the adverse impact that such a signal could have on the Company's reputation, employee retention, and stakeholder confidence;

(iv) the Company's financial performance, including FY 2023 revenue of $4.37 billion and EBITDA of $812 million (representing an 18.6% EBITDA margin), and the risk of operational disruption from an extended period of leadership uncertainty and vacancy in the chief executive officer position;

(v) the ongoing review of strategic alternatives being conducted by Stonebridge Crane & Co. under the direction of lead banker Anil Kapoor-Mehta, and the potential interaction between that review and the settlement dynamics, including the risk that disclosure of the Settlement Proposal or its terms could adversely affect the Company's negotiating leverage in any potential strategic transaction;

(vi) the current composition and alignment of the Board with respect to the CEO Search: four directors supporting the internal candidate, Interim CEO Priya Nair-Whitfield (Dame Elspeth Greenvale, Lucinda Farrow-Grant, Hugh Pemberton, and Sofia Delgado-Ríos); three directors supporting the external candidate, Jonathan Hale (Tobias Kessler, Reginald Osei, and Dr. Anwen Llewellyn); and one undecided director (Garrett Voss, Chief Financial Officer);

(vii) the composition of the Company's stockholder base, including: Corvus Peak at approximately 8.7% (approximately 35,896,200 shares); Thorne Capital Management LP at approximately 6.3% (approximately 25,993,800 shares; portfolio manager Oliver Thorne); Ridgeway Asset Management Ltd. at approximately 5.1% (approximately 21,042,600 shares; head of governance Fiona Ashcroft); Windermere Pension Trust at approximately 4.4% (approximately 18,154,400 shares; Chief Investment Officer Bernard Napier); and management and Board insiders collectively at approximately 3.2% (approximately 13,203,200 shares, of which Hugh Pemberton holds approximately 2.1%, or approximately 8,664,600 shares);

(viii) the risk that Cobalt Ridge Solutions ("ISS") and Aldermere & Co. ("Tarrant Partners LLC") may issue voting recommendations favorable to some or all of the Corvus Peak Nominees, and the potential impact of such recommendations on the outcome of the proxy contest at the Annual Meeting;

(ix) the advice of Calderwood & Harkness that the Board should retain flexibility to revisit settlement discussions with Corvus Peak if circumstances change, including following the release of ISS and Tarrant Partners LLC voting recommendations and following the filing of definitive proxy statements by both parties; and

(x) such other matters as the Special Committee and the Board deemed relevant to the exercise of their fiduciary duties under the circumstances;

and

WHEREAS, Dame Elspeth Greenvale, Non-Executive Chair of the Board, polled all voting members of the Board individually regarding their views on the Settlement Proposal, and the Board discussed the matter in executive session without the participation of management; and

WHEREAS, the Board has determined, in the exercise of its business judgment and in consultation with Calderwood & Harkness LLP as independent governance counsel, that it is in the best interests of the Company and its stockholders to reject the Settlement Proposal for the reasons set forth herein.

II. RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Aurelius Global Media Group PLC hereby adopts the following resolutions:

Resolution 1: Rejection of the Settlement Proposal

RESOLVED, that the Board, having carefully considered the Settlement Proposal dated May 10, 2024, delivered by Corvus Peak Capital Partners LP through its counsel Blackthorn Howell & Crane LLP, the advice and recommendations of the Special Committee, the advice of Calderwood & Harkness LLP as independent governance counsel, and the relevant fiduciary duties of the directors under the DGCL and applicable Delaware case law, hereby determines that the Settlement Proposal is not in the best interests of the Company and its stockholders at this time; and it is further

RESOLVED, that the Board hereby rejects the Settlement Proposal in its entirety, for the reasons set forth in Resolution 2 below, and directs that the Company's response to the Settlement Proposal be communicated in the manner set forth in Resolution 7 below.

Resolution 2: Findings and Rationale for Rejection

RESOLVED, that the Board hereby sets forth the following findings and rationale in support of its determination to reject the Settlement Proposal:

(a) Prematurity and Prejudice to the CEO Search. The Settlement Proposal's requirement that the Company suspend or "pause" the CEO Search pending reconstitution of the Board with two Corvus Peak nominees would materially prejudice the integrity of the CEO succession process at a critical juncture. The Special Committee, with the assistance of Hargrove Tate Partners LLC, has invested substantial time and resources in the CEO Search, which is at an advanced stage, including the completion of interviews with five external candidates on April 18, 2024. Pausing the CEO Search would undermine the work of the Special Committee and Hargrove Tate, create an extended and unnecessary period of leadership uncertainty harmful to the Company's ongoing operations across all four of its business segments — namely, Streaming & Digital Content, Live Entertainment & Events, E-Commerce & Merchandising, and Advertising & Brand Partnerships — and risk the loss of qualified candidates who may not be willing to remain in a prolonged and uncertain process. The Board finds that the continuation of the CEO Search without interruption is essential to the Company's operational stability and long-term value creation.

(b) Inadequacy of Governance Protections Regarding Conflicts of Interest. The Settlement Proposal does not adequately address the conflict of interest arising from the pre-existing personal and professional relationship between external CEO candidate Jonathan Hale and Corvus Peak's Founding Partner and Chief Investment Officer, Damien Solberg, including their shared board service at Keystone Digital Ventures Ltd. Seating Corvus Peak nominees on the Board prior to the conclusion of the CEO Search could compromise, or create the reasonable appearance of compromising, the Board's ability to evaluate all candidates — including Mr. Hale — independently and on the merits. The Board finds that it has a fiduciary obligation to ensure that the CEO Search is conducted free from actual or perceived conflicts of interest, and that the Settlement Proposal as currently structured does not provide adequate safeguards in this regard.

(c) Insufficient Standstill Terms. While the Settlement Proposal's proposed 24-month mutual standstill, with a 12% ownership cap applicable to Corvus Peak and a restriction on the Company's adoption of a shareholder rights plan, provides some measure of protection and stability, the Board considers the proposed standstill terms insufficient in scope and enforceability. In particular, the proposed standstill does not address coordinated activity by Corvus Peak with other stockholders, including the formation of a "wolf pack" or other informal arrangements that could effectively give Corvus Peak influence over a larger block of shares than the 12% cap would suggest. Additionally, the proposed standstill does not include provisions governing the conduct of the Corvus Peak nominees once seated on the Board, including restrictions on the sharing of confidential Board information with Corvus Peak or its affiliates, voting commitments, or recusal obligations in the event of conflicts of interest. The Board finds that any acceptable cooperation agreement must include robust standstill, confidentiality, and conduct provisions to adequately protect the interests of the Company and all of its stockholders.

(d) Shareholder Franchise Considerations. The Board is mindful of its obligations under the Blasius framework and its commitment to the integrity of the shareholder franchise. The Board believes that the Company's stockholders should have the opportunity to vote on the composition of the Board at the duly scheduled Annual General Meeting on June 7, 2024. Pre-empting the stockholder vote by unilaterally expanding the Board to seat activist nominees pursuant to a privately negotiated settlement — particularly where stockholders have not had the benefit of reviewing definitive proxy statements or the voting recommendations of proxy advisory firms — would be inconsistent with sound corporate governance principles and the Board's fiduciary obligations. The Board finds that the appropriate and most legitimate mechanism for changes to Board composition is the annual meeting process, which affords all stockholders the opportunity to participate meaningfully in the selection of their representatives on the Board.

(e) Preservation of the Board's Negotiating Position. The Board wishes to preserve its flexibility and its ability to negotiate more favorable terms should circumstances warrant the reopening of settlement discussions with Corvus Peak at a later date. Such circumstances may include, without limitation, the filing of definitive proxy statements by both parties, the release of voting recommendations by ISS and Tarrant Partners LLC, changes in the composition of the Company's stockholder base, developments in the CEO Search, and the progress of the strategic alternatives review being conducted by Stonebridge Crane & Co. The Board finds that rejecting the Settlement Proposal at this time preserves the Board's negotiating leverage and its ability to act in the best interests of all stockholders as the situation evolves.

Resolution 3: Direction to Continue CEO Search

RESOLVED, that the Special Committee is hereby directed to continue the CEO succession process without interruption or delay, in coordination with Hargrove Tate Partners LLC (lead partner: Christine Aldridge) and in accordance with the governance protocols previously established by the Board on the advice of Calderwood & Harkness LLP, including the protocol approved by the Board on March 20, 2024, governing the confidentiality of the CEO Search, the evaluation criteria for candidates, and the reporting obligations of the Special Committee to the full Board; and it is further

RESOLVED, that the Special Committee shall report to the full Board on the progress of the CEO Search at the next regularly scheduled meeting of the Board, or at such earlier time as the Special Committee determines that a material development in the CEO Search warrants a report, and that no final selection of a CEO candidate shall be made without the approval of the full Board by a vote of not less than a majority of the directors then in office.

Resolution 4: Direction to Continue Proxy Contest Defense

RESOLVED, that management, in coordination with Citrine Advisory Group Inc. (lead contact: Sandra Eriksson, Managing Director) and Ashworth Velmoran LLP (lead partner: Martin Cho), and under the oversight of the Special Committee and with the continuing advice of Calderwood & Harkness LLP, is hereby directed to proceed with the preparation, finalization, and filing with the SEC of the Company's definitive proxy statement on Schedule 14A in connection with the 2024 Annual Meeting, recommending the re-election of the full slate of incumbent directors standing for election; and it is further

RESOLVED, that management is authorized and directed to take all actions reasonably necessary to defend the Company's position in the proxy contest with Corvus Peak, including the solicitation of proxies from the Company's stockholders, engagement with institutional investors and proxy advisory firms, and such other actions as may be recommended by Citrine, Ashworth Velmoran, and Calderwood & Harkness and approved by the Special Committee or the Non-Executive Chair.

Resolution 5: Authorization of Public Response

RESOLVED, that the Non-Executive Chair of the Board, Dame Elspeth Greenvale, and the General Counsel and Corporate Secretary, Nadine Khalil, are hereby authorized and directed, in consultation with Calderwood & Harkness LLP and Citrine Advisory Group Inc., to issue a public statement on behalf of the Board communicating the Board's decision to reject the Settlement Proposal, substantially in the form of the Talking Points attached hereto as Exhibit A (as such Talking Points may be further revised by the Chair in consultation with Calderwood & Harkness prior to public release, provided that any such revisions do not materially alter the substance of the Board's position as set forth in these resolutions); and it is further

RESOLVED, that the public statement shall be issued in such form and through such channels as the Non-Executive Chair and General Counsel determine to be appropriate, including by means of a press release, a filing on Form 8-K with the SEC, and/or a posting on the Company's investor relations website, in each case subject to the Company's obligations under applicable securities laws and stock exchange listing rules, including the rules of the NYSE and the FCA Listing Rules and Disclosure Guidance and Transparency Rules.

Resolution 6: Reservation of Rights

RESOLVED, that nothing in these resolutions shall be construed as precluding the Board from revisiting settlement discussions with Corvus Peak Capital Partners LP, or with any other stockholder of the Company, at a future date, should circumstances change and should the Board determine, in the exercise of its fiduciary duties under the DGCL and applicable law, that renewed discussions would be in the best interests of the Company and its stockholders; and it is further

RESOLVED, that the Special Committee and the Non-Executive Chair are hereby authorized to receive and evaluate any revised proposals or counterproposals from Corvus Peak or its representatives, and to engage in preliminary discussions with Corvus Peak or its counsel regarding the terms of any such revised proposals, but the Special Committee and the Non-Executive Chair are expressly not authorized to accept any settlement or to enter into any binding agreement with Corvus Peak without a further resolution of the full Board adopted at a duly convened meeting at which a quorum is present; and it is further

RESOLVED, that the Special Committee shall promptly inform all members of the Board of any revised proposals received from Corvus Peak and of any material developments in discussions with Corvus Peak or its representatives.

Resolution 7: Notification to Corvus Peak

RESOLVED, that Calderwood & Harkness LLP is hereby directed to communicate the Board's decision to reject the Settlement Proposal to Blackthorn Howell & Crane LLP, counsel to Corvus Peak Capital Partners LP, promptly following the adoption of these resolutions, in such form and manner as Calderwood & Harkness determines to be appropriate, and that such communication shall convey the Board's rejection of the Settlement Proposal in its entirety while preserving the Board's reservation of rights to revisit settlement discussions at a later date as set forth in Resolution 6 above.

Resolution 8: General Authorization

RESOLVED, that the officers of the Company, including without limitation the Interim Chief Executive Officer, the Chief Financial Officer, and the General Counsel and Corporate Secretary, are hereby authorized and directed, jointly and severally, to take all such further actions and to execute and deliver all such further documents, instruments, agreements, certificates, and filings as may be necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions, including the making of any filings with the SEC, the NYSE, the FCA, or the London Stock Exchange as may be required under applicable law or regulation, the engagement of such additional advisors as may be necessary, and the expenditure of such reasonable sums as may be required in furtherance of the foregoing, with such actions and expenditures to be subject to the oversight of the Special Committee and the Non-Executive Chair; and it is further

RESOLVED, that any actions heretofore taken by any officer or director of the Company in furtherance of, and consistent with, the purposes and intent of the foregoing resolutions are hereby ratified, confirmed, and approved in all respects.

III. VOTING RECORD

The following directors were present and voting at the meeting of the Board of Directors held on May 12, 2024, whether in person or by teleconference, and voted on the foregoing resolutions as indicated below:

Note with respect to Mr. Kessler: Mr. Kessler, in his capacity as Chair of the Special Committee, noted for the record that, while he personally favors the selection of an external candidate in the CEO Search, he fully supports the continuation of the search process without interruption and the Board's determination to reject the Settlement Proposal at this time. Mr. Kessler further stated that his support for the foregoing resolutions reflects his considered judgment that the Settlement Proposal, as currently structured, is not in the best interests of the Company or its stockholders.

Also in attendance (non-voting):

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

• Nathaniel Bower, Partner, Calderwood & Harkness LLP

• Colette Whitman, Counsel, Calderwood & Harkness LLP

Vote: 9–0 in favor. The foregoing resolutions were unanimously adopted by all directors present and voting, constituting all directors then in office.

Vacancy: One vacancy exists on the Board, being the seat formerly held by Marcus Vane, who resigned as Chief Executive Officer and Executive Director effective March 8, 2024. The Board has not filled this vacancy as of the date of these resolutions.

EXHIBIT A

TALKING POINTS FOR PUBLIC STATEMENT

Aurelius Global Media Group PLC — Response to Corvus Peak Settlement Proposal

For Release on or after May 12, 2024

PRIVILEGED AND CONFIDENTIAL — DRAFT — SUBJECT TO REVISION BY THE NON-EXECUTIVE CHAIR IN CONSULTATION WITH CALDERWOOD & HARKNESS LLP

Opening Statement. The Board of Directors of Aurelius Global Media Group PLC (NYSE: AGMG; LSE: AGMG.L) (the "Company") has determined, after careful and thorough deliberation and on the advice of its independent governance counsel, Calderwood & Harkness LLP, and the Special Committee of the Board, to decline the settlement proposal received from Corvus Peak Capital Partners LP on May 10, 2024. The Board has reached this determination unanimously, following an extensive evaluation of the proposal and its potential impact on the Company, its stockholders, and its approximately 23,400 employees worldwide.

The Board wishes to communicate the following to the Company's stockholders and other stakeholders:

Message 1: Commitment to a Rigorous and Independent CEO Search

The Board is fully committed to identifying the best possible successor to Marcus Vane through a thorough, independent, and fiduciary-compliant CEO search process. The Board's Special Committee, under the chairmanship of Tobias Kessler, is conducting this search with the assistance of Hargrove Tate Partners, a nationally recognized executive search firm with deep experience in media and entertainment leadership transitions. The search is at an advanced stage, and the Special Committee has interviewed multiple highly qualified candidates.

Pausing this process — as the Corvus Peak settlement proposal would require — would not serve the interests of the Company's stockholders, its employees, or its business partners. Leadership stability and continuity are essential during this transition period, and the Board is determined to complete the CEO Search expeditiously and on the merits, without interruption by external pressures or activist timelines.

Message 2: Board Refreshment Through the Shareholder Franchise

The Board deeply respects and values the shareholder franchise. The Company's stockholders will have the opportunity to vote on the full Board of Directors at the Company's Annual General Meeting, which is scheduled to be held on June 7, 2024. The Board believes that the appropriate and most legitimate mechanism for changes in Board composition is the annual meeting process, which affords all stockholders — not just a single activist investor — the opportunity to participate meaningfully in the selection of their representatives.

A privately negotiated settlement that seats activist nominees on the Board in advance of the annual meeting, and before stockholders have had the opportunity to review definitive proxy materials and the recommendations of independent proxy advisory firms, would bypass the very stockholder input that all parties should seek to encourage and protect.

Message 3: Confidence in AGMG's Strategic Direction

Under the leadership of Interim CEO Priya Nair-Whitfield, AGMG continues to execute on its strategic priorities across its four core business segments: Streaming & Digital Content, Live Entertainment & Events, E-Commerce & Merchandising, and Advertising & Brand Partnerships. The Company delivered strong results for the fiscal year ended December 31, 2023, including revenue of $4.37 billion and EBITDA of $812 million, representing an EBITDA margin of 18.6%.

The Board is confident in the Company's operational trajectory during the transition period and in the ability of the Company's experienced management team to continue driving value for stockholders while the CEO Search proceeds.

Message 4: Openness to Constructive Engagement

The Board remains open to constructive engagement with all of the Company's stockholders, including Corvus Peak Capital Partners. The Board values the perspectives of its stockholders and will continue to evaluate any proposals that it believes would serve the best interests of the Company and its stockholders.

The Board's decision to decline the settlement proposal at this time should not be interpreted as a refusal to engage. Rather, the Board has concluded that the specific terms of this proposal, at this juncture, are not in the best interests of the Company and its stockholders. The Board will continue to exercise its fiduciary duties in evaluating all options available to it.

Message 5: Support for the Incumbent Board Slate

The Board urges the Company's stockholders to vote the management proxy card and to re-elect the full slate of incumbent directors at the June 7, 2024 Annual General Meeting. The Company's directors bring deep industry expertise, significant institutional knowledge, and proven governance leadership to the Board. The Board is confident that the incumbent slate is best positioned to guide the Company through the current transition and to deliver long-term value for all stockholders.

Cautionary Note Regarding Forward-Looking Statements

This statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company's current expectations and assumptions regarding future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Contact Information. Media and investor inquiries should be directed to:

Nadine Khalil General Counsel & Corporate Secretary Aurelius Global Media Group PLC 14 Sceptre Row, London EC2V 7QN, United Kingdom

Sandra Eriksson Managing Director Citrine Advisory Group Inc.

V. SECRETARY'S CERTIFICATE

CERTIFICATE OF THE CORPORATE SECRETARY

I, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of the State of Delaware (the "Company"), do hereby certify that:

1. The foregoing resolutions are a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at a meeting of the Board duly called and held on May 12, 2024.

2. Due and proper notice of the meeting was given to all directors in accordance with the Amended and Restated Bylaws of the Company.

3. A quorum of the Board of Directors was present and acting throughout the entire meeting, whether in person or by means of teleconference or other electronic communication, as permitted by Section 141(i) of the Delaware General Corporation Law and the Company's Amended and Restated Bylaws.

4. The resolutions were adopted by the unanimous vote of all nine directors present and voting, as reflected in the Voting Record set forth in Section III of the foregoing resolutions.

5. The resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date of this certificate.

6. One vacancy exists on the Board of Directors, being the seat formerly held by Marcus Vane, who resigned effective March 8, 2024, and such vacancy has not been filled as of the date hereof.

IN WITNESS WHEREOF, I have executed this certificate as of May 12, 2024.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Nadine Khalil

Title: General Counsel & Corporate Secretary

Date: May 12, 2024

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Matter No. 1017-00002

No.	Director	Role	Vote
1	Dame Elspeth Greenvale	Non-Executive Chair	FOR
2	Priya Nair-Whitfield	Interim CEO / COO; Executive Director	FOR
3	Tobias Kessler	Independent Director; Special Committee Chair	FOR
4	Lucinda Farrow-Grant	Independent Director; Special Committee Member	FOR
5	Reginald Osei	Independent Director	FOR
6	Sofia Delgado-Ríos	Independent Director	FOR
7	Hugh Pemberton	Independent Director	FOR
8	Dr. Anwen Llewellyn	Independent Director; Special Committee Member	FOR
9	Garrett Voss	Chief Financial Officer; Executive Director	FOR

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
AURELIUS GLOBAL MEDIA GROUP PLC
RESOLUTIONS OF THE BOARD OF DIRECTORS
Adopted May 12, 2024
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
Prepared by Calderwood & Harkness LLP, 787 Seventh Avenue, New York, NY 10019 Matter No. 1017-00002
Prepared for the Board of Directors of Aurelius Global Media Group PLC
This document constitutes privileged attorney-client communication and attorney work product. It is prepared in anticipation of litigation and in connection with the rendering of legal advice. Unauthorized disclosure, copying, or distribution of this document is strictly prohibited. Receipt by any person not authorized to receive this document does not constitute waiver of any applicable privilege.
RESOLUTIONS OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC
May 12, 2024
I. 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, registered as an overseas company in England and Wales under the Companies Act 2006, with its principal executive office located at 14 Sceptre Row, London EC2V 7QN, United Kingdom; and
WHEREAS, shares of the Company's common stock, par value $0.01 per share, are listed on the New York Stock Exchange under the ticker symbol "AGMG" and are also admitted to the premium segment of the Official List maintained by the Financial Conduct Authority and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L"; and
WHEREAS, as of the date hereof, there are 412,600,000 shares of common stock of the Company issued and outstanding; and
WHEREAS, the Board of Directors (the "Board") is governed by the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws, each as amended and restated effective March 22, 2022 (respectively, the "Certificate of Incorporation" and the "Bylaws"), and by the Delaware General Corporation Law (the "DGCL"); and
WHEREAS, on January 18, 2024, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership with its principal office at 590 Lexington Avenue, 34th Floor, New York, NY 10022, filed a Schedule 13D with the United States Securities and Exchange Commission (the "SEC") disclosing beneficial ownership of approximately 6.1% of the Company's outstanding shares of common stock; and
WHEREAS, on February 12, 2024, Corvus Peak transmitted a letter (the "Demand Letter") to the Board demanding, among other things: (i) the immediate appointment of two new independent directors to the Board, to be selected from candidates proposed by Corvus Peak; (ii) the formation of a committee to conduct a comprehensive strategic review of the Company's portfolio of businesses, capital allocation strategy, and organizational structure; and (iii) the adoption and public disclosure of a formal CEO succession plan with defined timelines and governance protocols; and
WHEREAS, on February 26, 2024, Corvus Peak filed an amended Schedule 13D with the SEC disclosing an increase in its beneficial ownership of the Company's common stock to approximately 8.7%, representing approximately 35,896,200 shares, and publicly announced its intention to nominate three director candidates for election at the Company's 2024 Annual Meeting of Stockholders (the "Annual Meeting"); and
WHEREAS, on March 1, 2024, Corvus Peak submitted formal director nominations pursuant to the advance notice provisions of the Bylaws, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu (collectively, the "Corvus Peak Nominees") as candidates for election to the Board at the Annual Meeting, such nominations having been submitted within the advance notice window of February 10, 2024 through March 11, 2024 prescribed by Section 2.09 of the Bylaws; and
WHEREAS, on March 8, 2024, Marcus Vane resigned as Chief Executive Officer and Executive Director of the Company, effective immediately, creating a vacancy on the Board and in the office of Chief Executive Officer; and
WHEREAS, on March 8, 2024, in response to Mr. Vane's resignation, the Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer, as Interim Chief Executive Officer of the Company, with full authority and responsibility to manage the Company's day-to-day operations pending the completion of a formal CEO succession process (the "CEO Search"); and
WHEREAS, on March 12, 2024, the Board engaged Calderwood & Harkness LLP ("Calderwood & Harkness") as independent governance counsel to advise the Board in connection with the CEO Search, the Company's response to the Corvus Peak activist campaign, and related governance matters; and
WHEREAS, on March 15, 2024, the Nominating and Governance Committee of the Board (the "Nominating & Governance Committee") retained Hargrove Tate Partners LLC ("Hargrove Tate"), a nationally recognized executive search firm, to assist in the identification, evaluation, and recruitment of candidates for the position of Chief Executive Officer, pursuant to an engagement letter providing for a flat fee of $750,000 plus reasonable expenses, payable in three installments, of which the first installment of $250,000 has been paid; and
WHEREAS, on March 18, 2024, the Board formed a Special Committee of independent directors (the "Special Committee"), consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, and delegated to the Special Committee sole authority to oversee the CEO Search, to coordinate the Board's response to the Corvus Peak activist campaign, and to take such other actions as may be necessary or advisable in furtherance of those mandates, subject to the ultimate approval of the full Board on material matters; and
WHEREAS, on February 28, 2024, the Company's management engaged Citrine Advisory Group Inc. ("Citrine") to assist with proxy contest defense and proxy solicitation efforts, and Sandra Eriksson, Managing Director of Citrine, has been advising the Company's proxy solicitation efforts since that date; and
WHEREAS, Ashworth Velmoran LLP ("Ashworth Velmoran") continues to serve as the Company's standing outside counsel for general corporate matters, under the direction of lead partner Martin Cho; and
WHEREAS, on April 1, 2024, Corvus Peak filed a preliminary proxy statement on Schedule 14A with the SEC in connection with its solicitation of proxies seeking the election of the Corvus Peak Nominees at the Annual Meeting; and
WHEREAS, on April 5, 2024, the Company filed its own preliminary proxy statement on Schedule 14A with the SEC recommending the re-election of all incumbent directors standing for election at the Annual Meeting; and
WHEREAS, as of the date of these resolutions, neither Corvus Peak nor the Company has filed definitive proxy statements with the SEC, and the 2024 Annual General Meeting of Stockholders is scheduled to be held on June 7, 2024; and
WHEREAS, under Section 2.12 of the Bylaws, the election of directors at the Annual Meeting will be subject to a plurality voting standard, as the Corvus Peak nominations have triggered a contested election within the meaning of Section 2.12(b) of the Bylaws; and
WHEREAS, on April 22, 2024, the Board engaged Stonebridge Crane & Co. ("Stonebridge Crane") as financial advisor to evaluate strategic alternatives available to the Company, including but not limited to potential asset dispositions, joint ventures, strategic partnerships, and other value-enhancing transactions; and
WHEREAS, Calderwood & Harkness has delivered to the Board and the Special Committee, among other memoranda and advice: (i) a memorandum dated March 25, 2024, analyzing the Board's fiduciary duties in connection with CEO succession under Delaware law; (ii) a memorandum dated April 12, 2024, analyzing defensive measures available to the Board in the context of the Corvus Peak activist campaign; (iii) a memorandum dated April 28, 2024, analyzing the fiduciary obligations of directors during a proxy contest; and (iv) related oral and written advice on the Company's governance framework, the applicable legal standards under Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995), and Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), and the Board's obligations thereunder; and
WHEREAS, on April 10, 2024, the Board, on the advice of Calderwood & Harkness and after careful deliberation, resolved not to adopt a shareholder rights plan (commonly known as a "poison pill"), having concluded that the adoption of such a measure would not satisfy the proportionality requirements of the Unocal/Unitrin framework, given that Corvus Peak's 8.7% ownership stake does not constitute a creeping control threat and that the adoption of a rights plan under the circumstances presented would likely be viewed by the courts as a disproportionate and preclusive response to the activist campaign; and
WHEREAS, on May 10, 2024, Corvus Peak, through its counsel Blackthorn Howell & Crane LLP ("Blackthorn Howell"), lead partner Dominic Sayer, delivered to the Company a written proposal (the "Settlement Proposal") containing the following principal terms:
(1) the immediate appointment of two Corvus Peak director nominees, namely Malcolm Trask and Vanessa Loring, to the Board, effective upon the execution of a definitive cooperation agreement between the Company and Corvus Peak;
(2) the withdrawal of Corvus Peak's proxy solicitation and Corvus Peak's consent to the re-election of all remaining incumbent directors at the June 7, 2024 Annual Meeting;
(3) the suspension (or "pause") of the CEO Search pending reconstitution of the Board with the two newly appointed Corvus Peak nominees;
(4) the formation of a new search committee, with Corvus Peak representation, to restart the CEO Search after a 90-day integration period following the seating of the Corvus Peak nominees;
(5) a mutual standstill, under which Corvus Peak would agree not to acquire shares of the Company's common stock in excess of 12% of the outstanding shares or to launch further proxy contests for a period of 24 months from the date of execution of a definitive cooperation agreement, and the Company would agree not to adopt a shareholder rights plan during the standstill period; and
(6) no commitment by either party regarding the outcome of the CEO Search, and no express or implied endorsement of any particular candidate, whether internal or external;
and
WHEREAS, the Settlement Proposal was communicated via letter from Dominic Sayer of Blackthorn Howell & Crane LLP addressed to Nadine Khalil, General Counsel and Corporate Secretary of the Company, with copies to Dame Elspeth Greenvale, Non-Executive Chair of the Board, and Tobias Kessler, Chair of the Special Committee; and
WHEREAS, the Special Committee met on May 11, 2024, to consider the Settlement Proposal, with the participation of Nathaniel Bower, partner at Calderwood & Harkness, and Colette Whitman, counsel at Calderwood & Harkness, as independent governance counsel to the Board and the Special Committee; and
WHEREAS, Calderwood & Harkness advised the Board and the Special Committee regarding the fiduciary considerations applicable to the Settlement Proposal, including the Board's duties under the duty of care and the duty of loyalty as established under the DGCL and applicable Delaware case law, and the applicability of enhanced scrutiny under the Unocal and Blasius frameworks where board actions may have the primary purpose or effect of impeding the exercise of the shareholder franchise; and
WHEREAS, in the course of its deliberations, the Special Committee and the Board considered, among other factors:
(i) the Settlement Proposal's requirement to pause the CEO Search, and the material adverse impact that such a pause would have on the Company's ongoing operations, employee morale, and the integrity of the succession process, particularly given that the Special Committee had interviewed five external CEO candidates on April 18, 2024, and the CEO Search was at an advanced and critical stage;
(ii) the fact that one of the external candidates under consideration, Jonathan Hale, former Chairman and Chief Executive Officer of Meridian Studios International Inc., has a pre-existing personal and professional relationship with Corvus Peak's Founding Partner and Chief Investment Officer, Damien Solberg, including shared board service at Keystone Digital Ventures Ltd., and that seating Corvus Peak nominees on the Board prior to the conclusion of the CEO Search could compromise the Board's ability to evaluate all candidates, including Mr. Hale, independently and free from actual or perceived conflicts of interest;
(iii) the potential signal to the capital markets and to the Company's approximately 23,400 employees worldwide that the Board has capitulated to activist demands without extracting adequate concessions, and the adverse impact that such a signal could have on the Company's reputation, employee retention, and stakeholder confidence;
(iv) the Company's financial performance, including FY 2023 revenue of $4.37 billion and EBITDA of $812 million (representing an 18.6% EBITDA margin), and the risk of operational disruption from an extended period of leadership uncertainty and vacancy in the chief executive officer position;
(v) the ongoing review of strategic alternatives being conducted by Stonebridge Crane & Co. under the direction of lead banker Anil Kapoor-Mehta, and the potential interaction between that review and the settlement dynamics, including the risk that disclosure of the Settlement Proposal or its terms could adversely affect the Company's negotiating leverage in any potential strategic transaction;
(vi) the current composition and alignment of the Board with respect to the CEO Search: four directors supporting the internal candidate, Interim CEO Priya Nair-Whitfield (Dame Elspeth Greenvale, Lucinda Farrow-Grant, Hugh Pemberton, and Sofia Delgado-Ríos); three directors supporting the external candidate, Jonathan Hale (Tobias Kessler, Reginald Osei, and Dr. Anwen Llewellyn); and one undecided director (Garrett Voss, Chief Financial Officer);
(vii) the composition of the Company's stockholder base, including: Corvus Peak at approximately 8.7% (approximately 35,896,200 shares); Thorne Capital Management LP at approximately 6.3% (approximately 25,993,800 shares; portfolio manager Oliver Thorne); Ridgeway Asset Management Ltd. at approximately 5.1% (approximately 21,042,600 shares; head of governance Fiona Ashcroft); Windermere Pension Trust at approximately 4.4% (approximately 18,154,400 shares; Chief Investment Officer Bernard Napier); and management and Board insiders collectively at approximately 3.2% (approximately 13,203,200 shares, of which Hugh Pemberton holds approximately 2.1%, or approximately 8,664,600 shares);
(viii) the risk that Cobalt Ridge Solutions ("ISS") and Aldermere & Co. ("Tarrant Partners LLC") may issue voting recommendations favorable to some or all of the Corvus Peak Nominees, and the potential impact of such recommendations on the outcome of the proxy contest at the Annual Meeting;
(ix) the advice of Calderwood & Harkness that the Board should retain flexibility to revisit settlement discussions with Corvus Peak if circumstances change, including following the release of ISS and Tarrant Partners LLC voting recommendations and following the filing of definitive proxy statements by both parties; and
(x) such other matters as the Special Committee and the Board deemed relevant to the exercise of their fiduciary duties under the circumstances;
and
WHEREAS, Dame Elspeth Greenvale, Non-Executive Chair of the Board, polled all voting members of the Board individually regarding their views on the Settlement Proposal, and the Board discussed the matter in executive session without the participation of management; and
WHEREAS, the Board has determined, in the exercise of its business judgment and in consultation with Calderwood & Harkness LLP as independent governance counsel, that it is in the best interests of the Company and its stockholders to reject the Settlement Proposal for the reasons set forth herein.
II. RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Aurelius Global Media Group PLC hereby adopts the following resolutions:
Resolution 1: Rejection of the Settlement Proposal
RESOLVED, that the Board, having carefully considered the Settlement Proposal dated May 10, 2024, delivered by Corvus Peak Capital Partners LP through its counsel Blackthorn Howell & Crane LLP, the advice and recommendations of the Special Committee, the advice of Calderwood & Harkness LLP as independent governance counsel, and the relevant fiduciary duties of the directors under the DGCL and applicable Delaware case law, hereby determines that the Settlement Proposal is not in the best interests of the Company and its stockholders at this time; and it is further
RESOLVED, that the Board hereby rejects the Settlement Proposal in its entirety, for the reasons set forth in Resolution 2 below, and directs that the Company's response to the Settlement Proposal be communicated in the manner set forth in Resolution 7 below.
Resolution 2: Findings and Rationale for Rejection
RESOLVED, that the Board hereby sets forth the following findings and rationale in support of its determination to reject the Settlement Proposal:
(a) Prematurity and Prejudice to the CEO Search. The Settlement Proposal's requirement that the Company suspend or "pause" the CEO Search pending reconstitution of the Board with two Corvus Peak nominees would materially prejudice the integrity of the CEO succession process at a critical juncture. The Special Committee, with the assistance of Hargrove Tate Partners LLC, has invested substantial time and resources in the CEO Search, which is at an advanced stage, including the completion of interviews with five external candidates on April 18, 2024. Pausing the CEO Search would undermine the work of the Special Committee and Hargrove Tate, create an extended and unnecessary period of leadership uncertainty harmful to the Company's ongoing operations across all four of its business segments — namely, Streaming & Digital Content, Live Entertainment & Events, E-Commerce & Merchandising, and Advertising & Brand Partnerships — and risk the loss of qualified candidates who may not be willing to remain in a prolonged and uncertain process. The Board finds that the continuation of the CEO Search without interruption is essential to the Company's operational stability and long-term value creation.
(b) Inadequacy of Governance Protections Regarding Conflicts of Interest. The Settlement Proposal does not adequately address the conflict of interest arising from the pre-existing personal and professional relationship between external CEO candidate Jonathan Hale and Corvus Peak's Founding Partner and Chief Investment Officer, Damien Solberg, including their shared board service at Keystone Digital Ventures Ltd. Seating Corvus Peak nominees on the Board prior to the conclusion of the CEO Search could compromise, or create the reasonable appearance of compromising, the Board's ability to evaluate all candidates — including Mr. Hale — independently and on the merits. The Board finds that it has a fiduciary obligation to ensure that the CEO Search is conducted free from actual or perceived conflicts of interest, and that the Settlement Proposal as currently structured does not provide adequate safeguards in this regard.
(c) Insufficient Standstill Terms. While the Settlement Proposal's proposed 24-month mutual standstill, with a 12% ownership cap applicable to Corvus Peak and a restriction on the Company's adoption of a shareholder rights plan, provides some measure of protection and stability, the Board considers the proposed standstill terms insufficient in scope and enforceability. In particular, the proposed standstill does not address coordinated activity by Corvus Peak with other stockholders, including the formation of a "wolf pack" or other informal arrangements that could effectively give Corvus Peak influence over a larger block of shares than the 12% cap would suggest. Additionally, the proposed standstill does not include provisions governing the conduct of the Corvus Peak nominees once seated on the Board, including restrictions on the sharing of confidential Board information with Corvus Peak or its affiliates, voting commitments, or recusal obligations in the event of conflicts of interest. The Board finds that any acceptable cooperation agreement must include robust standstill, confidentiality, and conduct provisions to adequately protect the interests of the Company and all of its stockholders.
(d) Shareholder Franchise Considerations. The Board is mindful of its obligations under the Blasius framework and its commitment to the integrity of the shareholder franchise. The Board believes that the Company's stockholders should have the opportunity to vote on the composition of the Board at the duly scheduled Annual General Meeting on June 7, 2024. Pre-empting the stockholder vote by unilaterally expanding the Board to seat activist nominees pursuant to a privately negotiated settlement — particularly where stockholders have not had the benefit of reviewing definitive proxy statements or the voting recommendations of proxy advisory firms — would be inconsistent with sound corporate governance principles and the Board's fiduciary obligations. The Board finds that the appropriate and most legitimate mechanism for changes to Board composition is the annual meeting process, which affords all stockholders the opportunity to participate meaningfully in the selection of their representatives on the Board.
(e) Preservation of the Board's Negotiating Position. The Board wishes to preserve its flexibility and its ability to negotiate more favorable terms should circumstances warrant the reopening of settlement discussions with Corvus Peak at a later date. Such circumstances may include, without limitation, the filing of definitive proxy statements by both parties, the release of voting recommendations by ISS and Tarrant Partners LLC, changes in the composition of the Company's stockholder base, developments in the CEO Search, and the progress of the strategic alternatives review being conducted by Stonebridge Crane & Co. The Board finds that rejecting the Settlement Proposal at this time preserves the Board's negotiating leverage and its ability to act in the best interests of all stockholders as the situation evolves.
Resolution 3: Direction to Continue CEO Search
RESOLVED, that the Special Committee is hereby directed to continue the CEO succession process without interruption or delay, in coordination with Hargrove Tate Partners LLC (lead partner: Christine Aldridge) and in accordance with the governance protocols previously established by the Board on the advice of Calderwood & Harkness LLP, including the protocol approved by the Board on March 20, 2024, governing the confidentiality of the CEO Search, the evaluation criteria for candidates, and the reporting obligations of the Special Committee to the full Board; and it is further
RESOLVED, that the Special Committee shall report to the full Board on the progress of the CEO Search at the next regularly scheduled meeting of the Board, or at such earlier time as the Special Committee determines that a material development in the CEO Search warrants a report, and that no final selection of a CEO candidate shall be made without the approval of the full Board by a vote of not less than a majority of the directors then in office.
Resolution 4: Direction to Continue Proxy Contest Defense
RESOLVED, that management, in coordination with Citrine Advisory Group Inc. (lead contact: Sandra Eriksson, Managing Director) and Ashworth Velmoran LLP (lead partner: Martin Cho), and under the oversight of the Special Committee and with the continuing advice of Calderwood & Harkness LLP, is hereby directed to proceed with the preparation, finalization, and filing with the SEC of the Company's definitive proxy statement on Schedule 14A in connection with the 2024 Annual Meeting, recommending the re-election of the full slate of incumbent directors standing for election; and it is further
RESOLVED, that management is authorized and directed to take all actions reasonably necessary to defend the Company's position in the proxy contest with Corvus Peak, including the solicitation of proxies from the Company's stockholders, engagement with institutional investors and proxy advisory firms, and such other actions as may be recommended by Citrine, Ashworth Velmoran, and Calderwood & Harkness and approved by the Special Committee or the Non-Executive Chair.
Resolution 5: Authorization of Public Response
RESOLVED, that the Non-Executive Chair of the Board, Dame Elspeth Greenvale, and the General Counsel and Corporate Secretary, Nadine Khalil, are hereby authorized and directed, in consultation with Calderwood & Harkness LLP and Citrine Advisory Group Inc., to issue a public statement on behalf of the Board communicating the Board's decision to reject the Settlement Proposal, substantially in the form of the Talking Points attached hereto as Exhibit A (as such Talking Points may be further revised by the Chair in consultation with Calderwood & Harkness prior to public release, provided that any such revisions do not materially alter the substance of the Board's position as set forth in these resolutions); and it is further
RESOLVED, that the public statement shall be issued in such form and through such channels as the Non-Executive Chair and General Counsel determine to be appropriate, including by means of a press release, a filing on Form 8-K with the SEC, and/or a posting on the Company's investor relations website, in each case subject to the Company's obligations under applicable securities laws and stock exchange listing rules, including the rules of the NYSE and the FCA Listing Rules and Disclosure Guidance and Transparency Rules.
Resolution 6: Reservation of Rights
RESOLVED, that nothing in these resolutions shall be construed as precluding the Board from revisiting settlement discussions with Corvus Peak Capital Partners LP, or with any other stockholder of the Company, at a future date, should circumstances change and should the Board determine, in the exercise of its fiduciary duties under the DGCL and applicable law, that renewed discussions would be in the best interests of the Company and its stockholders; and it is further
RESOLVED, that the Special Committee and the Non-Executive Chair are hereby authorized to receive and evaluate any revised proposals or counterproposals from Corvus Peak or its representatives, and to engage in preliminary discussions with Corvus Peak or its counsel regarding the terms of any such revised proposals, but the Special Committee and the Non-Executive Chair are expressly not authorized to accept any settlement or to enter into any binding agreement with Corvus Peak without a further resolution of the full Board adopted at a duly convened meeting at which a quorum is present; and it is further
RESOLVED, that the Special Committee shall promptly inform all members of the Board of any revised proposals received from Corvus Peak and of any material developments in discussions with Corvus Peak or its representatives.
Resolution 7: Notification to Corvus Peak
RESOLVED, that Calderwood & Harkness LLP is hereby directed to communicate the Board's decision to reject the Settlement Proposal to Blackthorn Howell & Crane LLP, counsel to Corvus Peak Capital Partners LP, promptly following the adoption of these resolutions, in such form and manner as Calderwood & Harkness determines to be appropriate, and that such communication shall convey the Board's rejection of the Settlement Proposal in its entirety while preserving the Board's reservation of rights to revisit settlement discussions at a later date as set forth in Resolution 6 above.
Resolution 8: General Authorization
RESOLVED, that the officers of the Company, including without limitation the Interim Chief Executive Officer, the Chief Financial Officer, and the General Counsel and Corporate Secretary, are hereby authorized and directed, jointly and severally, to take all such further actions and to execute and deliver all such further documents, instruments, agreements, certificates, and filings as may be necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions, including the making of any filings with the SEC, the NYSE, the FCA, or the London Stock Exchange as may be required under applicable law or regulation, the engagement of such additional advisors as may be necessary, and the expenditure of such reasonable sums as may be required in furtherance of the foregoing, with such actions and expenditures to be subject to the oversight of the Special Committee and the Non-Executive Chair; and it is further
RESOLVED, that any actions heretofore taken by any officer or director of the Company in furtherance of, and consistent with, the purposes and intent of the foregoing resolutions are hereby ratified, confirmed, and approved in all respects.
III. VOTING RECORD
The following directors were present and voting at the meeting of the Board of Directors held on May 12, 2024, whether in person or by teleconference, and voted on the foregoing resolutions as indicated below:
Note with respect to Mr. Kessler: Mr. Kessler, in his capacity as Chair of the Special Committee, noted for the record that, while he personally favors the selection of an external candidate in the CEO Search, he fully supports the continuation of the search process without interruption and the Board's determination to reject the Settlement Proposal at this time. Mr. Kessler further stated that his support for the foregoing resolutions reflects his considered judgment that the Settlement Proposal, as currently structured, is not in the best interests of the Company or its stockholders.
Also in attendance (non-voting):
•  Nadine Khalil, General Counsel and Corporate Secretary, Aurelius Global Media Group PLC
•  Nathaniel Bower, Partner, Calderwood & Harkness LLP
•  Colette Whitman, Counsel, Calderwood & Harkness LLP
Vote: 9–0 in favor. The foregoing resolutions were unanimously adopted by all directors present and voting, constituting all directors then in office.
Vacancy: One vacancy exists on the Board, being the seat formerly held by Marcus Vane, who resigned as Chief Executive Officer and Executive Director effective March 8, 2024. The Board has not filled this vacancy as of the date of these resolutions.
EXHIBIT A
TALKING POINTS FOR PUBLIC STATEMENT
Aurelius Global Media Group PLC — Response to Corvus Peak Settlement Proposal
For Release on or after May 12, 2024
PRIVILEGED AND CONFIDENTIAL — DRAFT — SUBJECT TO REVISION BY THE NON-EXECUTIVE CHAIR IN CONSULTATION WITH CALDERWOOD & HARKNESS LLP
Opening Statement.  The Board of Directors of Aurelius Global Media Group PLC (NYSE: AGMG; LSE: AGMG.L) (the "Company") has determined, after careful and thorough deliberation and on the advice of its independent governance counsel, Calderwood & Harkness LLP, and the Special Committee of the Board, to decline the settlement proposal received from Corvus Peak Capital Partners LP on May 10, 2024. The Board has reached this determination unanimously, following an extensive evaluation of the proposal and its potential impact on the Company, its stockholders, and its approximately 23,400 employees worldwide.
The Board wishes to communicate the following to the Company's stockholders and other stakeholders:
Message 1: Commitment to a Rigorous and Independent CEO Search
The Board is fully committed to identifying the best possible successor to Marcus Vane through a thorough, independent, and fiduciary-compliant CEO search process. The Board's Special Committee, under the chairmanship of Tobias Kessler, is conducting this search with the assistance of Hargrove Tate Partners, a nationally recognized executive search firm with deep experience in media and entertainment leadership transitions. The search is at an advanced stage, and the Special Committee has interviewed multiple highly qualified candidates.
Pausing this process — as the Corvus Peak settlement proposal would require — would not serve the interests of the Company's stockholders, its employees, or its business partners. Leadership stability and continuity are essential during this transition period, and the Board is determined to complete the CEO Search expeditiously and on the merits, without interruption by external pressures or activist timelines.
Message 2: Board Refreshment Through the Shareholder Franchise
The Board deeply respects and values the shareholder franchise. The Company's stockholders will have the opportunity to vote on the full Board of Directors at the Company's Annual General Meeting, which is scheduled to be held on June 7, 2024. The Board believes that the appropriate and most legitimate mechanism for changes in Board composition is the annual meeting process, which affords all stockholders — not just a single activist investor — the opportunity to participate meaningfully in the selection of their representatives.
A privately negotiated settlement that seats activist nominees on the Board in advance of the annual meeting, and before stockholders have had the opportunity to review definitive proxy materials and the recommendations of independent proxy advisory firms, would bypass the very stockholder input that all parties should seek to encourage and protect.
Message 3: Confidence in AGMG's Strategic Direction
Under the leadership of Interim CEO Priya Nair-Whitfield, AGMG continues to execute on its strategic priorities across its four core business segments: Streaming & Digital Content, Live Entertainment & Events, E-Commerce & Merchandising, and Advertising & Brand Partnerships. The Company delivered strong results for the fiscal year ended December 31, 2023, including revenue of $4.37 billion and EBITDA of $812 million, representing an EBITDA margin of 18.6%.
The Board is confident in the Company's operational trajectory during the transition period and in the ability of the Company's experienced management team to continue driving value for stockholders while the CEO Search proceeds.
Message 4: Openness to Constructive Engagement
The Board remains open to constructive engagement with all of the Company's stockholders, including Corvus Peak Capital Partners. The Board values the perspectives of its stockholders and will continue to evaluate any proposals that it believes would serve the best interests of the Company and its stockholders.
The Board's decision to decline the settlement proposal at this time should not be interpreted as a refusal to engage. Rather, the Board has concluded that the specific terms of this proposal, at this juncture, are not in the best interests of the Company and its stockholders. The Board will continue to exercise its fiduciary duties in evaluating all options available to it.
Message 5: Support for the Incumbent Board Slate
The Board urges the Company's stockholders to vote the management proxy card and to re-elect the full slate of incumbent directors at the June 7, 2024 Annual General Meeting. The Company's directors bring deep industry expertise, significant institutional knowledge, and proven governance leadership to the Board. The Board is confident that the incumbent slate is best positioned to guide the Company through the current transition and to deliver long-term value for all stockholders.
Cautionary Note Regarding Forward-Looking Statements
This statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the Company's current expectations and assumptions regarding future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Contact Information.  Media and investor inquiries should be directed to:
Nadine Khalil General Counsel & Corporate Secretary Aurelius Global Media Group PLC 14 Sceptre Row, London EC2V 7QN, United Kingdom
Sandra Eriksson Managing Director Citrine Advisory Group Inc.
V. SECRETARY'S CERTIFICATE
CERTIFICATE OF THE CORPORATE SECRETARY
I, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of the State of Delaware (the "Company"), do hereby certify that:
1.  The foregoing resolutions are a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at a meeting of the Board duly called and held on May 12, 2024.
2.  Due and proper notice of the meeting was given to all directors in accordance with the Amended and Restated Bylaws of the Company.
3.  A quorum of the Board of Directors was present and acting throughout the entire meeting, whether in person or by means of teleconference or other electronic communication, as permitted by Section 141(i) of the Delaware General Corporation Law and the Company's Amended and Restated Bylaws.
4.  The resolutions were adopted by the unanimous vote of all nine directors present and voting, as reflected in the Voting Record set forth in Section III of the foregoing resolutions.
5.  The resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date of this certificate.
6.  One vacancy exists on the Board of Directors, being the seat formerly held by Marcus Vane, who resigned effective March 8, 2024, and such vacancy has not been filled as of the date hereof.
IN WITNESS WHEREOF, I have executed this certificate as of May 12, 2024.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Nadine Khalil
Title: General Counsel & Corporate Secretary
Date: May 12, 2024
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Matter No. 1017-00002
No. | Director | Role | Vote
1 | Dame Elspeth Greenvale | Non-Executive Chair | FOR
2 | Priya Nair-Whitfield | Interim CEO / COO; Executive Director | FOR
3 | Tobias Kessler | Independent Director; Special Committee Chair | FOR
4 | Lucinda Farrow-Grant | Independent Director; Special Committee Member | FOR
5 | Reginald Osei | Independent Director | FOR
6 | Sofia Delgado-Ríos | Independent Director | FOR
7 | Hugh Pemberton | Independent Director | FOR
8 | Dr. Anwen Llewellyn | Independent Director; Special Committee Member | FOR
9 | Garrett Voss | Chief Financial Officer; Executive Director | FOR

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

AURELIUS GLOBAL MEDIA GROUP PLC

RESOLUTIONS OF THE BOARD OF DIRECTORS

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

I. RECITALS

II. RESOLUTIONS

III. VOTING RECORD

EXHIBIT A

TALKING POINTS FOR PUBLIC STATEMENT

V. SECRETARY'S CERTIFICATE

CERTIFICATE OF THE CORPORATE SECRETARY

AURELIUS GLOBAL MEDIA GROUP PLC

Record

Parties

Dates

Amounts