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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

DRAFT — Prepared by Calderwood & Harkness LLP for Board Consideration Calderwood & Harkness LLP Matter No. 1017-00002

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

Adopted at a Special Meeting Held on May 12, 2024

I. PREAMBLE AND RECITALS

WHEREAS, a special meeting of the Board of Directors (the "Board") of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of the State of Delaware and registered as an overseas company in England and Wales (the "Company" or "AGMG"; NYSE: AGMG; LSE: AGMG.L), with its principal executive offices located at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and its registered office in the State of Delaware located c/o Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, DE 19801 (Delaware file number: 4827193; Employer Identification Number: 26-4831097), was duly convened on May 12, 2024, at ___ [time to be inserted], via secure videoconference, pursuant to proper notice given to all directors in accordance with Article III, Sections 3.03 and 3.04, of the Company's Amended and Restated Bylaws (effective March 22, 2022) (the "Bylaws"); and

WHEREAS, the following directors were present and participated throughout the entirety of the meeting, constituting a quorum of the Board:

1. Dame Elspeth Greenvale, Independent Non-Executive Chair;

2. Priya Nair-Whitfield, Interim Chief Executive Officer and Chief Operating Officer, Executive Director;

3. Tobias Kessler, Independent Non-Executive Director and Chair of the Special Committee;

4. Lucinda Farrow-Grant, Independent Non-Executive Director and member of the Special Committee;

5. Reginald Osei, Independent Non-Executive Director;

6. Sofia Delgado-Ríos, Independent Non-Executive Director;

7. Hugh Pemberton, Non-Executive Director and Co-Founder;

8. Dr. Anwen Llewellyn, Independent Non-Executive Director and member of the Special Committee; and

9. Garrett Voss, Chief Financial Officer and Executive Director;

It is noted that the Board seat formerly held by Marcus Vane, who resigned from the Board effective March 8, 2024, remains vacant and unfilled as of the date of this meeting. A quorum of voting directors was present throughout the entirety of the meeting; and

WHEREAS, the following individuals attended the meeting in a non-voting advisory capacity, by invitation of the Board:

1. Nadine Khalil, General Counsel and Corporate Secretary of the Company (non-voting; recording minutes of the meeting);

2. Nathaniel Bower, Partner, Calderwood & Harkness LLP (outside independent governance counsel to the Board, by invitation);

3. Colette Whitman, Partner, Calderwood & Harkness LLP (outside independent governance counsel to the Board, by invitation); and

4. Sandra Eriksson, Managing Director, Citrine Advisory Group Inc. (the Company's proxy solicitor, by invitation for relevant portions of the meeting);

and

Recital A — Background on Corvus Peak Activist Campaign

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 an initial Schedule 13D with the United States Securities and Exchange Commission (the "SEC") disclosing that Corvus Peak had acquired beneficial ownership of approximately 6.1% of the Company's outstanding common shares. Corvus Peak's general partner is Corvus Peak Management LLC. Corvus Peak's founding partner and Chief Investment Officer is Damien Solberg. The portfolio manager primarily responsible for the Corvus Peak campaign with respect to the Company is Erin Nakamura. Corvus Peak manages assets under management of approximately $7.2 billion; and

WHEREAS, on February 12, 2024, Corvus Peak transmitted a demand letter to the Board requesting: (i) the appointment of two new independent directors designated by Corvus Peak to the Board; (ii) the initiation of a comprehensive strategic review of the Company's business operations and capital allocation framework; and (iii) the adoption and public disclosure of a formal CEO succession plan. The demand letter was addressed to the Board and was received by the General Counsel and Corporate Secretary on the same date; and

WHEREAS, on February 26, 2024, Corvus Peak filed an amended Schedule 13D with the SEC disclosing that Corvus Peak had increased its beneficial ownership stake in the Company to approximately 8.7% of the Company's outstanding common shares, representing approximately 35,896,200 shares out of a total of approximately 412,600,000 shares of common stock outstanding. The amended Schedule 13D further disclosed Corvus Peak's stated intention to nominate three director candidates for election at the Company's 2024 Annual General Meeting. The increase from 6.1% to 8.7% represented an acquisition of approximately 10,726,600 additional shares over a period of approximately five weeks. Based on publicly available information, Corvus Peak's average cost basis for its AGMG position is approximately $20.97 per share, representing a total investment of approximately $752.8 million; and

Recital B — Director Nominations and Proxy Contest

WHEREAS, on March 1, 2024, Corvus Peak submitted formal director nominations to the Company in accordance with the advance notice provisions of the Bylaws, which prescribe a nomination window beginning February 10, 2024 and closing March 11, 2024 for the 2024 Annual General Meeting. Corvus Peak nominated the following three individuals for election to the Board:

(i) Malcolm Trask (age 58), former Chief Executive Officer of Archway Digital Holdings Inc.;

(ii) Vanessa Loring (age 44), Managing Director at Corvus Peak Capital Partners LP; and

(iii) Dr. Raymond Chu (age 61), former President of Helix Media Networks Inc.;

and

WHEREAS, on April 1, 2024, Corvus Peak filed a preliminary proxy statement with the SEC seeking the election of its three nominees to the Board at the Company's 2024 Annual General Meeting (the "Corvus Peak Preliminary Proxy Statement"). On April 5, 2024, the Company filed its own preliminary proxy statement with the SEC recommending the re-election of all incumbent directors standing for election at the Annual General Meeting; and

WHEREAS, on May 3, 2024, the Company filed its definitive proxy statement with the SEC for the Annual General Meeting scheduled for June 7, 2024 (the "Company Definitive Proxy Statement"), and on May 6, 2024, Corvus Peak filed its definitive proxy statement with the SEC (the "Corvus Peak Definitive Proxy Statement"); and

WHEREAS, Corvus Peak is represented in connection with the proxy contest and related matters by Blackthorn Howell & Crane LLP, with the lead partner on the matter being Dominic Sayer. Corvus Peak's proxy solicitor is Falconer Strauss LLC, with the lead contact being Derek Huang. The Company's proxy solicitor, Citrine Advisory Group Inc. (lead contact: Sandra Eriksson), was engaged by the Company on February 28, 2024, to advise the Board on proxy solicitation strategy and shareholder engagement in connection with the contested election; and

Recital C — CEO Resignation and Succession Process

WHEREAS, on March 8, 2024, Marcus Vane resigned from his positions as Chief Executive Officer and Executive Director of the Company, effective immediately, citing "personal and family considerations." Pursuant to the terms of Mr. Vane's employment agreement with the Company, Mr. Vane is entitled to severance compensation in the aggregate amount of $14.8 million, consisting of the following components:

(i) two times (2×) base salary of $2,400,000, for a total of $4,800,000;

(ii) two times (2×) target bonus of $2,400,000, for a total of $4,800,000; and

(iii) accelerated vesting of equity awards with an aggregate value of $5,200,000;

Mr. Vane remains subject to an eighteen-month non-competition covenant, which expires on September 8, 2025; and

WHEREAS, on March 8, 2024, immediately following the resignation of Mr. Vane, the Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer and an Executive Director, as Interim Chief Executive Officer, to serve in that capacity pending the completion of the CEO succession process; and

WHEREAS, on March 12, 2024, the Board engaged Calderwood & Harkness LLP, 787 Seventh Avenue, New York, NY 10019, as independent governance counsel to advise the Board on matters relating to the activist campaign, the CEO succession process, proxy contest defense, and related corporate governance matters; and

WHEREAS, on March 15, 2024, the Nominating and Governance Committee of the Board retained Hargrove Tate Partners LLC (lead partner: Christine Aldridge; principal offices at 200 Clarendon Street, 48th Floor, Boston, MA 02116) as the Company's executive search firm to assist in identifying and evaluating candidates for the position of Chief Executive Officer. The engagement terms provide for a flat fee of $750,000 plus reasonable out-of-pocket expenses, payable in three equal installments of $250,000 each. The first installment of $250,000 was paid upon engagement; and

WHEREAS, on March 18, 2024, the Board formed a Special Committee (the "Special Committee"), comprising three independent non-executive directors — Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — and vested the Special Committee with sole authority to oversee the CEO succession process and to coordinate the Board's strategic response to the activist campaign by Corvus Peak. The Special Committee was established pursuant to a written charter adopted by the Board on the same date (the "Special Committee Charter"); and

WHEREAS, on April 18, 2024, the Special Committee conducted interviews of five external CEO candidates identified by Hargrove Tate Partners LLC, including Jonathan Hale (age 56), former Chairman and Chief Executive Officer of Meridian Studios International Inc. The Board notes that the CEO search process remains active and ongoing as of the date of this meeting; and

Recital D — Defensive Measures Considered

WHEREAS, on April 10, 2024, after due deliberation and upon the advice of Calderwood & Harkness LLP, the Board determined not to adopt a shareholder rights plan (commonly referred to as a "poison pill"). Calderwood & Harkness advised that, given Corvus Peak's current ownership stake of 8.7% of the Company's outstanding common shares, such a measure would be unlikely to survive judicial scrutiny under the proportionality standard established by the Delaware Supreme Court in Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and the related case law, including Moran v. Household International, Inc., 500 A.2d 1346 (Del. 1985), as the Board could not identify a proportionate threat justifying the adoption of a rights plan at this time; and

WHEREAS, on April 22, 2024, the Board engaged Stonebridge Crane & Co. (lead banker: Anil Kapoor-Mehta, Managing Director, Financial Advisory Group; principal offices at 383 Madison Avenue, New York, NY 10179) as the Company's financial advisor to evaluate strategic alternatives available to the Company. The engagement provides for a monthly retainer of $250,000 and a transaction fee of 0.25% of enterprise value in the event that a change-of-control transaction is consummated during the term of the engagement; and

Recital E — Corvus Peak Settlement Proposal

WHEREAS, on May 10, 2024, Corvus Peak, acting through its counsel Blackthorn Howell & Crane LLP (Dominic Sayer), transmitted to the Company a written settlement proposal (the "Settlement Proposal"). The Settlement Proposal was received by the General Counsel and Corporate Secretary and was promptly circulated to the full Board and to Calderwood & Harkness LLP on May 10, 2024. The principal terms of the Settlement Proposal are as follows:

(i) Immediate Board Appointments: The immediate appointment of two Corvus Peak nominees (to be selected by Corvus Peak from among its three previously nominated candidates) to the Board, without waiting for the June 7, 2024 Annual General Meeting, thereby expanding the Board from its current nine members to eleven;

(ii) Pause of CEO Succession Process: A pause of the CEO succession process then being conducted by the Special Committee, including the suspension of the Hargrove Tate Partners LLC executive search engagement, pending the reconstitution of the Board with the two new Corvus Peak nominees and the reconstitution of the Special Committee to include at least one such nominee;

(iii) Committee Reconstitution: The reconstitution of each standing committee of the Board — including the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee — to include at least one Corvus Peak nominee as a member;

(iv) Withdrawal of Third Nominee: In exchange for the foregoing, Corvus Peak would withdraw its third nominee from the slate proposed in the Corvus Peak Definitive Proxy Statement and would publicly support the Company's incumbent slate for the remaining contested seats at the Annual General Meeting; and

(v) Mutual Standstill: Mutual standstill provisions, the specific terms of which were not fully articulated in the Settlement Proposal and were described only in general terms;

and

Recital F — Board Deliberation

WHEREAS, the Board, with the advice and counsel of Calderwood & Harkness LLP (Nathaniel Bower and Colette Whitman, Partners), has carefully and thoroughly considered the Settlement Proposal in the context of the following factors, among others:

(a) The Board's fiduciary duties of care and loyalty owed to the Company and all of its shareholders under the Delaware General Corporation Law, including the enhanced scrutiny applicable to Board actions taken in the context of a contested election and proxy contest, as articulated in Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), and MM Companies, Inc. v. Liquid Audio, Inc., 813 A.2d 1118 (Del. 2003);

(b) The interests of all shareholders of the Company, and not solely the interests of Corvus Peak, which beneficially owns approximately 8.7% of the Company's outstanding common shares;

(c) The integrity and independence of the ongoing CEO succession process, which is being overseen by the Special Committee in accordance with the Special Committee Charter, and in coordination with Hargrove Tate Partners LLC and Calderwood & Harkness LLP;

(d) The Company's corporate governance framework, including the Amended and Restated Bylaws and the advance notice provisions contained therein, as well as the Company's declassified board structure (approved by shareholders in 2021), under which all directors stand for election annually;

(e) The plurality voting standard applicable in contested elections under Article II, Section 2.09, of the Bylaws;

(f) The potential impact of the Settlement Proposal on the Company's strategic position, shareholder value, and ongoing operations across its four business segments:

• Streaming & Digital Content: $1,835.4 million (42% of FY 2023 revenue);

• Live Entertainment & Events: $1,048.8 million (24% of FY 2023 revenue);

• E-Commerce & Merchandising: $830.3 million (19% of FY 2023 revenue); and

• Advertising & Brand Partnerships: $655.5 million (15% of FY 2023 revenue);

(g) The Company's market capitalization of approximately $8.65 billion (approximately £6.82 billion) as of March 1, 2024, the Company's FY 2023 revenue of $4.37 billion, and the Company's FY 2023 EBITDA of $812 million, representing an EBITDA margin of 18.6%;

(h) The views and recommendation of the Special Committee, as presented by Tobias Kessler, Chair of the Special Committee, following consultation with Lucinda Farrow-Grant and Dr. Anwen Llewellyn;

(i) Input from Sandra Eriksson, Managing Director of Citrine Advisory Group Inc., regarding the current proxy contest landscape, shareholder sentiment, and the likely outcome of the contested election at the Annual General Meeting based on preliminary vote projections;

(j) The desirability of permitting shareholders to determine the composition of the Board through the democratic process of the Annual General Meeting, rather than through a negotiated pre-meeting board expansion demanded by a single activist investor;

(k) Concerns raised during deliberation regarding the independence and motivation of Jonathan Hale as a CEO candidate, given the pre-existing professional relationship between Mr. Hale and Corvus Peak's founding partner and CIO, Damien Solberg, including their shared board service as directors of Keystone Digital Ventures Ltd., a private technology company;

(l) Corvus Peak's public letter dated April 15, 2024, in which Corvus Peak publicly criticized the Board's designation of Priya Nair-Whitfield as Interim CEO, characterizing the appointment as a "predetermined outcome" that reflected the Board's unwillingness to consider external leadership; and

(m) The recommendation of Calderwood & Harkness LLP with respect to each element of the Settlement Proposal, including counsel's assessment of the legal risks, governance implications, and fiduciary considerations associated with acceptance or rejection of the Settlement Proposal;

NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of Aurelius Global Media Group PLC, as follows:

II. RESOLUTIONS

Resolution 1 — Determination Regarding the Settlement Proposal

RESOLVED, that having carefully considered the Settlement Proposal dated May 10, 2024, from Corvus Peak Capital Partners LP, transmitted through its counsel Blackthorn Howell & Crane LLP, and having received and considered the advice of Calderwood & Harkness LLP, the views of the Special Committee, and the input of Citrine Advisory Group Inc., the Board of Directors hereby determines that acceptance of the Settlement Proposal, in its current form, is not in the best interests of the Company or its shareholders, for the reasons set forth in the recitals above and the following specific determinations:

(a) Premature Board Expansion. The Board determines that the immediate appointment of two Corvus Peak nominees to the Board prior to the June 7, 2024 Annual General Meeting would constitute an unwarranted expansion of the Board that bypasses the shareholder franchise and undermines the democratic process by which shareholders are entitled to determine the composition of the Board. The Company's declassified board structure, which was approved by shareholders at the 2021 Annual General Meeting, was specifically designed to ensure that all directors stand for election at each annual meeting, thereby maximizing the ability of shareholders to hold directors accountable and to express their preferences regarding Board composition through the exercise of their voting rights.

The Board further determines that accepting pre-meeting board appointments at the demand of a single shareholder holding approximately 8.7% of the Company's outstanding common shares would set a harmful precedent and would undermine the rights and interests of all other shareholders, including, without limitation:

• Thorne Capital Management LP, which holds approximately 6.3% of the Company's outstanding common shares (approximately 25,993,800 shares);

• Ridgeway Asset Management Ltd., which holds approximately 5.1% of the Company's outstanding common shares (approximately 21,042,600 shares);

• Windermere Pension Trust, which holds approximately 4.4% of the Company's outstanding common shares (approximately 18,154,400 shares); and

• The broader base of institutional and retail shareholders, who collectively hold the remaining outstanding shares and who are entitled to participate in the election of directors at the Annual General Meeting.

The Board notes that the Annual General Meeting is scheduled for June 7, 2024, which is less than four weeks from the date of this meeting, and that any concerns Corvus Peak has regarding the composition of the Board can be and should be addressed through the electoral process at the Annual General Meeting, where all shareholders may cast their votes in accordance with their own assessment of the qualifications and suitability of the competing director slates.

(b) Integrity of CEO Succession Process. The Board determines that pausing or suspending the CEO succession process, as demanded by the Settlement Proposal, would be inconsistent with the Board's fiduciary duties of care and loyalty under the Delaware General Corporation Law and would cause material harm to the Company and its shareholders. The orderly and expeditious selection of a permanent Chief Executive Officer is among the most important responsibilities of the Board, and the prompt resolution of the CEO vacancy created by the resignation of Marcus Vane on March 8, 2024, is critical to the Company's strategic direction, operational continuity, and shareholder confidence.

The Special Committee, composed of three independent non-executive directors — Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — has diligently and faithfully conducted the CEO search process in coordination with Hargrove Tate Partners LLC (Christine Aldridge, lead partner) and in accordance with governance protocols recommended by Calderwood & Harkness LLP. The Special Committee has devoted substantial time and effort to the identification, evaluation, and interviewing of qualified candidates, including the April 18, 2024 interviews of five external candidates. The Board has invested significant financial resources in the search process, including the initial $250,000 installment paid to Hargrove Tate Partners LLC upon engagement, and will incur additional installment obligations as the process continues.

Suspending the search to accommodate the reconstitution of the Board with activist nominees would create unacceptable uncertainty for candidates currently engaged in the process, risk the loss of highly qualified candidates to competing opportunities, and signal to the market, to the Company's employees (approximately 23,400 worldwide), and to the Company's business partners that the Company lacks leadership continuity and operational stability. Such a suspension would diminish the considerable value of the efforts already undertaken and would delay the appointment of a permanent CEO at a time when the Company requires strong and stable leadership.

The Board further notes its concern regarding the pre-existing professional relationship between Jonathan Hale, one of the five external CEO candidates interviewed by the Special Committee on April 18, 2024, and Damien Solberg, the founding partner and Chief Investment Officer of Corvus Peak, including their shared board service at Keystone Digital Ventures Ltd. While the Board has not reached any conclusion regarding Mr. Hale's candidacy, the Board is mindful of the importance of maintaining the independence and integrity of the CEO selection process, free from the actual or perceived influence of any single shareholder.

(c) Inadequate Standstill Terms. The Board determines that the mutual standstill provisions described in the Settlement Proposal are insufficiently defined and do not provide adequate protection for the Company against further activist campaigns, ownership accumulation, or proxy contest activity by Corvus Peak. The Settlement Proposal describes the proposed standstill provisions only in general terms, without specifying critical terms including, without limitation: the duration of the standstill period; the cap, if any, on Corvus Peak's ownership of the Company's common shares during the standstill period; restrictions on Corvus Peak's ability to solicit proxies, make public statements critical of the Board or management, or pursue a "wolf pack" strategy in coordination with other activist investors; or the consequences of a breach of the standstill provisions.

The Board notes with concern that Corvus Peak increased its beneficial ownership stake in the Company from approximately 6.1% (as disclosed in the initial Schedule 13D filed on January 18, 2024) to approximately 8.7% (as disclosed in the amended Schedule 13D filed on February 26, 2024) over a period of approximately five weeks, representing the acquisition of approximately 10,726,600 additional shares at an estimated aggregate cost of approximately $224.9 million (based on an average cost basis of approximately $20.97 per share). Without a meaningful and clearly defined cap on Corvus Peak's ownership and a sufficiently long standstill period — together with robust enforcement mechanisms, including contractual remedies and the availability of injunctive relief — the Company would remain exposed to further accumulation and campaign activity by Corvus Peak.

(d) Committee Reconstitution Concerns. The Board determines that the requirement in the Settlement Proposal that at least one Corvus Peak nominee serve on each standing committee of the Board raises substantial concerns regarding the independence, objectivity, and effective functioning of committees that are responsible for critical oversight functions, including:

• The Audit Committee, which is responsible for oversight of the Company's financial reporting, internal controls, and relationship with the Company's independent auditor;

• The Compensation Committee, which is responsible for oversight of the Company's executive compensation programs (advised by the Committee's independent compensation consultant, Brackenridge Howard Associates Inc., lead consultant: Miriam Estabrook); and

• The Nominating and Governance Committee, which is responsible for oversight of the Company's corporate governance practices, director qualifications, and board composition;

In particular, the Board notes that one of the three Corvus Peak nominees is Vanessa Loring (age 44), a Managing Director at Corvus Peak Capital Partners LP. The placement of Ms. Loring — an employee of Corvus Peak who owes ongoing fiduciary and contractual duties to Corvus Peak and its investors — on the standing committees of the Board would raise potential conflicts of interest that could compromise the independence and effectiveness of those committees. The Board's concerns are heightened by the listing standards of the New York Stock Exchange and the London Stock Exchange, which impose independence requirements on the composition of certain board committees, and by the Board's own Corporate Governance Guidelines, which require that a majority of each standing committee's members be independent non-executive directors.

Resolution 2 — Formal Rejection

RESOLVED, that the Board of Directors hereby formally rejects the Settlement Proposal dated May 10, 2024, from Corvus Peak Capital Partners LP, in its entirety, and determines that the Settlement Proposal, as currently constituted, does not serve the best interests of the Company or its shareholders.

FURTHER RESOLVED, that the Chair of the Board, Dame Elspeth Greenvale, is hereby authorized and directed to communicate this determination to Corvus Peak Capital Partners LP and its counsel, Blackthorn Howell & Crane LLP (Dominic Sayer), in a manner and at such time as the Chair determines appropriate and consistent with the Company's obligations under applicable securities laws, stock exchange listing standards, and public disclosure requirements. The Chair may delegate the communication of this determination, in whole or in part, to the General Counsel and Corporate Secretary, Nadine Khalil, or to Calderwood & Harkness LLP, as the Chair deems appropriate.

Resolution 3 — Authorization of Public Statement

RESOLVED, that the Chair, Dame Elspeth Greenvale, and the General Counsel and Corporate Secretary, Nadine Khalil, are hereby authorized and directed to prepare, finalize, and issue a public statement on behalf of the Company regarding the Board's determination to reject the Settlement Proposal. The public statement shall be substantially in the form of the talking points prepared by Calderwood & Harkness LLP and reviewed by the Board at this meeting, which are attached hereto as Exhibit A and incorporated herein by reference.

FURTHER RESOLVED, that the public statement shall emphasize the following key messages:

(i) The Board's commitment to permitting shareholders to determine the composition of the Board at the Annual General Meeting scheduled for June 7, 2024, in accordance with the Company's declassified board structure and the democratic principles underlying the shareholder franchise;

(ii) The Board's commitment to an independent, thorough, and expeditious CEO search process, overseen by the Special Committee and conducted in coordination with Hargrove Tate Partners LLC;

(iii) The Board's willingness to engage constructively with all shareholders, including Corvus Peak Capital Partners LP, on matters of mutual interest and concern; and

(iv) The Board's confidence in the leadership of Priya Nair-Whitfield as Interim Chief Executive Officer during the transition period;

FURTHER RESOLVED, that the Chair and the General Counsel and Corporate Secretary are authorized to make such modifications to the public statement as they, in consultation with Calderwood & Harkness LLP, determine are necessary or appropriate to comply with applicable securities laws and stock exchange listing standards, and to ensure accuracy and completeness. The public statement shall be filed with the SEC as an exhibit to a Current Report on Form 8-K, to the extent required by applicable law, and shall be disseminated to shareholders through the Company's investor relations channels and, if appropriate, through wire services.

Resolution 4 — Continuation of CEO Succession Process

RESOLVED, that the Special Committee, comprising Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, is hereby directed to continue the CEO succession process without interruption, delay, or modification, in accordance with the Special Committee Charter adopted on March 18, 2024, the process recommendations of Calderwood & Harkness LLP, and the terms of the Company's engagement with Hargrove Tate Partners LLC.

FURTHER RESOLVED, that the Special Committee shall continue to evaluate both internal and external candidates for the position of Chief Executive Officer, applying objective criteria consistent with the Company's strategic needs and the qualifications and experience profile developed in consultation with Hargrove Tate Partners LLC. The Special Committee shall report to the full Board at regular intervals, and not less frequently than every two weeks, on the status of the search process, including the identification and evaluation of candidates, the scheduling and conduct of interviews, and any material developments.

FURTHER RESOLVED, that the Special Committee is authorized to incur such costs and expenses, and to retain such additional advisors, as the Special Committee determines are reasonably necessary to fulfill its mandate, subject to the budgetary parameters previously approved by the Board.

Resolution 5 — Continuation of Proxy Contest Defense

RESOLVED, that the Board hereby reaffirms its recommendation that shareholders vote FOR the re-election of all incumbent director nominees at the Company's Annual General Meeting scheduled for June 7, 2024, as set forth in the Company's Definitive Proxy Statement filed with the SEC on May 3, 2024.

FURTHER RESOLVED, that the Board authorizes the continued engagement of Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director) for proxy solicitation activities in support of the incumbent director slate, and directs the General Counsel and Corporate Secretary to provide Citrine Advisory Group Inc. with all information and assistance reasonably necessary to enable the effective solicitation of proxies from the Company's shareholders.

FURTHER RESOLVED, that Calderwood & Harkness LLP shall continue to advise the Board on all matters relating to the proxy contest, shareholder engagement, and compliance with applicable securities laws, including the proxy solicitation rules under Section 14(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the SEC, as well as the applicable listing standards of the New York Stock Exchange and the London Stock Exchange.

Resolution 6 — Reservation of Rights Regarding Future Negotiations

RESOLVED, that while the Board has determined to reject the Settlement Proposal from Corvus Peak Capital Partners LP in its current form, the Board hereby expressly reserves the right to reconsider settlement discussions with Corvus Peak in the future, on such terms as the Board, in the exercise of its fiduciary duties and upon the advice of counsel, determines to be in the best interests of the Company and all of its shareholders.

FURTHER RESOLVED, that nothing in these resolutions shall be construed as:

(i) precluding or restricting the Board from engaging in future discussions, negotiations, or communications with Corvus Peak Capital Partners LP or any other shareholder of the Company regarding matters relating to Board composition, corporate governance, strategic direction, or any other matter within the Board's authority;

(ii) constituting a waiver of any of the Company's rights under its Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, or applicable law; or

(iii) limiting the authority of the Board to take any action that the Board, in the exercise of its business judgment, determines to be in the best interests of the Company and all of its shareholders, including the authority to expand or reduce the size of the Board, to fill vacancies on the Board, or to settle or compromise any dispute with Corvus Peak or any other party.

Resolution 7 — Ratification and Authorization

RESOLVED, that each of the officers of the Company, including without limitation the Interim Chief Executive Officer, the Chief Financial Officer, and the General Counsel and Corporate Secretary, is hereby authorized and directed, in the name and on behalf of the Company, to execute and deliver all such documents, instruments, agreements, certificates, and filings, and to take all such further actions, as may be necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions, with such modifications, amendments, or supplements as such officer may approve, such approval to be conclusively evidenced by the execution and delivery thereof or the taking of such action.

FURTHER RESOLVED, that the General Counsel and Corporate Secretary is hereby directed to file and maintain these resolutions, together with the minutes of this meeting and all exhibits and attachments hereto, in the minute books of the Company, and to provide certified copies thereof to any person or entity as may be required by applicable law or as may be reasonably requested by any director of the Company.

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

EXHIBIT A

TALKING POINTS FOR PUBLIC STATEMENT

Aurelius Global Media Group PLC

Board Response to Corvus Peak Capital Partners LP Settlement Proposal

May 12, 2024

The following talking points have been prepared by Calderwood & Harkness LLP for use by the Company in preparing and issuing a public statement regarding the Board's determination to reject the Settlement Proposal from Corvus Peak Capital Partners LP dated May 10, 2024. These talking points are intended to serve as the substantive framework for the public statement and may be adapted as necessary for the specific format and channel of communication.

Key Messages:

1. Careful Consideration of the Settlement Proposal. The Board of Directors of Aurelius Global Media Group PLC has carefully and thoroughly considered the settlement proposal received from Corvus Peak Capital Partners LP on May 10, 2024. The Board reviewed the proposal in its entirety, with the benefit of advice from independent governance counsel, Calderwood & Harkness LLP, and input from the Board's Special Committee and the Company's proxy solicitor, Citrine Advisory Group Inc.

2. Determination Not in Best Interests. After due deliberation, the Board has determined that acceptance of the settlement proposal, in its current form, is not in the best interests of the Company or its shareholders. The Board's determination was made in the exercise of its fiduciary duties and reflects the Board's careful assessment of the proposal's terms, the current proxy contest landscape, and the Company's strategic priorities.

3. Commitment to Shareholder Democracy. The Board believes that shareholders should have the opportunity to determine the composition of the Board at the Company's Annual General Meeting on June 7, 2024, in accordance with the Company's declassified board structure, which was approved by shareholders in 2021. The Board is committed to the principle that the shareholder franchise is the appropriate mechanism for addressing questions of Board composition, and the Board does not believe that pre-meeting board appointments at the demand of a single shareholder serve the interests of all shareholders.

4. Commitment to Independent CEO Search. The Board remains committed to an independent, thorough, and expeditious CEO search process, which is being overseen by the Special Committee — comprising three independent non-executive directors — in coordination with the Company's executive search firm, Hargrove Tate Partners LLC. The CEO search is the Board's highest priority, and the Board does not believe it would be appropriate to pause or delay the search process.

5. Confidence in Interim Leadership. The Board expresses its full confidence in the leadership of Interim CEO Priya Nair-Whitfield during the transition period. Ms. Nair-Whitfield, who has served as the Company's Chief Operating Officer since 2021, brings deep operational expertise and institutional knowledge to the role and is executing effectively on the Company's strategic plan.

6. Willingness to Engage Constructively. The Board remains open to constructive engagement with all shareholders, including Corvus Peak Capital Partners LP, on matters of mutual interest and concern. The Board values the input of its shareholders and is committed to maintaining an open and transparent dialogue with the Company's investor community.

7. Vote Recommendation. The Board unanimously recommends that shareholders vote FOR the re-election of all incumbent director nominees at the upcoming Annual General Meeting on June 7, 2024. Shareholders are encouraged to review the Company's Definitive Proxy Statement filed with the SEC on May 3, 2024, for additional information regarding the Board's nominees and the Board's recommendations.

8. Company Overview. Aurelius Global Media Group PLC is a global media and entertainment company with FY 2023 revenue of $4.37 billion, EBITDA of $812 million, and approximately 23,400 employees worldwide. The Company operates across four business segments: Streaming & Digital Content, Live Entertainment & Events, E-Commerce & Merchandising, and Advertising & Brand Partnerships.

These talking points are provided for Board review and consideration and are subject to modification in consultation with Calderwood & Harkness LLP prior to public release. This document constitutes a privileged and confidential attorney-client communication and is not intended for public dissemination in its current form.

IV. ATTESTATION AND CERTIFICATION

I, the undersigned, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, do hereby certify that the foregoing is a true and correct record of resolutions duly adopted by the Board of Directors of Aurelius Global Media Group PLC at a special meeting of the Board held on May 12, 2024, at which a quorum of voting directors was present throughout the entirety of the meeting, and that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have hereunto set my hand on the date indicated below.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Nadine Khalil

Title: General Counsel and Corporate Secretary

Date: May 12, 2024

Prepared by:

Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019

As independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC

DRAFT — Subject to Board Review and Adoption

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
DRAFT — Prepared by Calderwood & Harkness LLP for Board Consideration Calderwood & Harkness LLP Matter No. 1017-00002
RESOLUTIONS OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC
Adopted at a Special Meeting Held on May 12, 2024
I. PREAMBLE AND RECITALS
WHEREAS, a special meeting of the Board of Directors (the "Board") of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of the State of Delaware and registered as an overseas company in England and Wales (the "Company" or "AGMG"; NYSE: AGMG; LSE: AGMG.L), with its principal executive offices located at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and its registered office in the State of Delaware located c/o Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, DE 19801 (Delaware file number: 4827193; Employer Identification Number: 26-4831097), was duly convened on May 12, 2024, at ___ [time to be inserted], via secure videoconference, pursuant to proper notice given to all directors in accordance with Article III, Sections 3.03 and 3.04, of the Company's Amended and Restated Bylaws (effective March 22, 2022) (the "Bylaws"); and
WHEREAS, the following directors were present and participated throughout the entirety of the meeting, constituting a quorum of the Board:
1.  Dame Elspeth Greenvale, Independent Non-Executive Chair;
2.  Priya Nair-Whitfield, Interim Chief Executive Officer and Chief Operating Officer, Executive Director;
3.  Tobias Kessler, Independent Non-Executive Director and Chair of the Special Committee;
4.  Lucinda Farrow-Grant, Independent Non-Executive Director and member of the Special Committee;
5.  Reginald Osei, Independent Non-Executive Director;
6.  Sofia Delgado-Ríos, Independent Non-Executive Director;
7.  Hugh Pemberton, Non-Executive Director and Co-Founder;
8.  Dr. Anwen Llewellyn, Independent Non-Executive Director and member of the Special Committee; and
9.  Garrett Voss, Chief Financial Officer and Executive Director;
It is noted that the Board seat formerly held by Marcus Vane, who resigned from the Board effective March 8, 2024, remains vacant and unfilled as of the date of this meeting. A quorum of voting directors was present throughout the entirety of the meeting; and
WHEREAS, the following individuals attended the meeting in a non-voting advisory capacity, by invitation of the Board:
1.  Nadine Khalil, General Counsel and Corporate Secretary of the Company (non-voting; recording minutes of the meeting);
2.  Nathaniel Bower, Partner, Calderwood & Harkness LLP (outside independent governance counsel to the Board, by invitation);
3.  Colette Whitman, Partner, Calderwood & Harkness LLP (outside independent governance counsel to the Board, by invitation); and
4.  Sandra Eriksson, Managing Director, Citrine Advisory Group Inc. (the Company's proxy solicitor, by invitation for relevant portions of the meeting);
and
Recital A — Background on Corvus Peak Activist Campaign
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 an initial Schedule 13D with the United States Securities and Exchange Commission (the "SEC") disclosing that Corvus Peak had acquired beneficial ownership of approximately 6.1% of the Company's outstanding common shares. Corvus Peak's general partner is Corvus Peak Management LLC. Corvus Peak's founding partner and Chief Investment Officer is Damien Solberg. The portfolio manager primarily responsible for the Corvus Peak campaign with respect to the Company is Erin Nakamura. Corvus Peak manages assets under management of approximately $7.2 billion; and
WHEREAS, on February 12, 2024, Corvus Peak transmitted a demand letter to the Board requesting: (i) the appointment of two new independent directors designated by Corvus Peak to the Board; (ii) the initiation of a comprehensive strategic review of the Company's business operations and capital allocation framework; and (iii) the adoption and public disclosure of a formal CEO succession plan. The demand letter was addressed to the Board and was received by the General Counsel and Corporate Secretary on the same date; and
WHEREAS, on February 26, 2024, Corvus Peak filed an amended Schedule 13D with the SEC disclosing that Corvus Peak had increased its beneficial ownership stake in the Company to approximately 8.7% of the Company's outstanding common shares, representing approximately 35,896,200 shares out of a total of approximately 412,600,000 shares of common stock outstanding. The amended Schedule 13D further disclosed Corvus Peak's stated intention to nominate three director candidates for election at the Company's 2024 Annual General Meeting. The increase from 6.1% to 8.7% represented an acquisition of approximately 10,726,600 additional shares over a period of approximately five weeks. Based on publicly available information, Corvus Peak's average cost basis for its AGMG position is approximately $20.97 per share, representing a total investment of approximately $752.8 million; and
Recital B — Director Nominations and Proxy Contest
WHEREAS, on March 1, 2024, Corvus Peak submitted formal director nominations to the Company in accordance with the advance notice provisions of the Bylaws, which prescribe a nomination window beginning February 10, 2024 and closing March 11, 2024 for the 2024 Annual General Meeting. Corvus Peak nominated the following three individuals for election to the Board:
(i) Malcolm Trask (age 58), former Chief Executive Officer of Archway Digital Holdings Inc.;
(ii) Vanessa Loring (age 44), Managing Director at Corvus Peak Capital Partners LP; and
(iii) Dr. Raymond Chu (age 61), former President of Helix Media Networks Inc.;
and
WHEREAS, on April 1, 2024, Corvus Peak filed a preliminary proxy statement with the SEC seeking the election of its three nominees to the Board at the Company's 2024 Annual General Meeting (the "Corvus Peak Preliminary Proxy Statement"). On April 5, 2024, the Company filed its own preliminary proxy statement with the SEC recommending the re-election of all incumbent directors standing for election at the Annual General Meeting; and
WHEREAS, on May 3, 2024, the Company filed its definitive proxy statement with the SEC for the Annual General Meeting scheduled for June 7, 2024 (the "Company Definitive Proxy Statement"), and on May 6, 2024, Corvus Peak filed its definitive proxy statement with the SEC (the "Corvus Peak Definitive Proxy Statement"); and
WHEREAS, Corvus Peak is represented in connection with the proxy contest and related matters by Blackthorn Howell & Crane LLP, with the lead partner on the matter being Dominic Sayer. Corvus Peak's proxy solicitor is Falconer Strauss LLC, with the lead contact being Derek Huang. The Company's proxy solicitor, Citrine Advisory Group Inc. (lead contact: Sandra Eriksson), was engaged by the Company on February 28, 2024, to advise the Board on proxy solicitation strategy and shareholder engagement in connection with the contested election; and
Recital C — CEO Resignation and Succession Process
WHEREAS, on March 8, 2024, Marcus Vane resigned from his positions as Chief Executive Officer and Executive Director of the Company, effective immediately, citing "personal and family considerations." Pursuant to the terms of Mr. Vane's employment agreement with the Company, Mr. Vane is entitled to severance compensation in the aggregate amount of $14.8 million, consisting of the following components:
(i) two times (2×) base salary of $2,400,000, for a total of $4,800,000;
(ii) two times (2×) target bonus of $2,400,000, for a total of $4,800,000; and
(iii) accelerated vesting of equity awards with an aggregate value of $5,200,000;
Mr. Vane remains subject to an eighteen-month non-competition covenant, which expires on September 8, 2025; and
WHEREAS, on March 8, 2024, immediately following the resignation of Mr. Vane, the Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer and an Executive Director, as Interim Chief Executive Officer, to serve in that capacity pending the completion of the CEO succession process; and
WHEREAS, on March 12, 2024, the Board engaged Calderwood & Harkness LLP, 787 Seventh Avenue, New York, NY 10019, as independent governance counsel to advise the Board on matters relating to the activist campaign, the CEO succession process, proxy contest defense, and related corporate governance matters; and
WHEREAS, on March 15, 2024, the Nominating and Governance Committee of the Board retained Hargrove Tate Partners LLC (lead partner: Christine Aldridge; principal offices at 200 Clarendon Street, 48th Floor, Boston, MA 02116) as the Company's executive search firm to assist in identifying and evaluating candidates for the position of Chief Executive Officer. The engagement terms provide for a flat fee of $750,000 plus reasonable out-of-pocket expenses, payable in three equal installments of $250,000 each. The first installment of $250,000 was paid upon engagement; and
WHEREAS, on March 18, 2024, the Board formed a Special Committee (the "Special Committee"), comprising three independent non-executive directors — Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — and vested the Special Committee with sole authority to oversee the CEO succession process and to coordinate the Board's strategic response to the activist campaign by Corvus Peak. The Special Committee was established pursuant to a written charter adopted by the Board on the same date (the "Special Committee Charter"); and
WHEREAS, on April 18, 2024, the Special Committee conducted interviews of five external CEO candidates identified by Hargrove Tate Partners LLC, including Jonathan Hale (age 56), former Chairman and Chief Executive Officer of Meridian Studios International Inc. The Board notes that the CEO search process remains active and ongoing as of the date of this meeting; and
Recital D — Defensive Measures Considered
WHEREAS, on April 10, 2024, after due deliberation and upon the advice of Calderwood & Harkness LLP, the Board determined not to adopt a shareholder rights plan (commonly referred to as a "poison pill"). Calderwood & Harkness advised that, given Corvus Peak's current ownership stake of 8.7% of the Company's outstanding common shares, such a measure would be unlikely to survive judicial scrutiny under the proportionality standard established by the Delaware Supreme Court in Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and the related case law, including Moran v. Household International, Inc., 500 A.2d 1346 (Del. 1985), as the Board could not identify a proportionate threat justifying the adoption of a rights plan at this time; and
WHEREAS, on April 22, 2024, the Board engaged Stonebridge Crane & Co. (lead banker: Anil Kapoor-Mehta, Managing Director, Financial Advisory Group; principal offices at 383 Madison Avenue, New York, NY 10179) as the Company's financial advisor to evaluate strategic alternatives available to the Company. The engagement provides for a monthly retainer of $250,000 and a transaction fee of 0.25% of enterprise value in the event that a change-of-control transaction is consummated during the term of the engagement; and
Recital E — Corvus Peak Settlement Proposal
WHEREAS, on May 10, 2024, Corvus Peak, acting through its counsel Blackthorn Howell & Crane LLP (Dominic Sayer), transmitted to the Company a written settlement proposal (the "Settlement Proposal"). The Settlement Proposal was received by the General Counsel and Corporate Secretary and was promptly circulated to the full Board and to Calderwood & Harkness LLP on May 10, 2024. The principal terms of the Settlement Proposal are as follows:
(i) Immediate Board Appointments: The immediate appointment of two Corvus Peak nominees (to be selected by Corvus Peak from among its three previously nominated candidates) to the Board, without waiting for the June 7, 2024 Annual General Meeting, thereby expanding the Board from its current nine members to eleven;
(ii) Pause of CEO Succession Process: A pause of the CEO succession process then being conducted by the Special Committee, including the suspension of the Hargrove Tate Partners LLC executive search engagement, pending the reconstitution of the Board with the two new Corvus Peak nominees and the reconstitution of the Special Committee to include at least one such nominee;
(iii) Committee Reconstitution: The reconstitution of each standing committee of the Board — including the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee — to include at least one Corvus Peak nominee as a member;
(iv) Withdrawal of Third Nominee: In exchange for the foregoing, Corvus Peak would withdraw its third nominee from the slate proposed in the Corvus Peak Definitive Proxy Statement and would publicly support the Company's incumbent slate for the remaining contested seats at the Annual General Meeting; and
(v) Mutual Standstill: Mutual standstill provisions, the specific terms of which were not fully articulated in the Settlement Proposal and were described only in general terms;
and
Recital F — Board Deliberation
WHEREAS, the Board, with the advice and counsel of Calderwood & Harkness LLP (Nathaniel Bower and Colette Whitman, Partners), has carefully and thoroughly considered the Settlement Proposal in the context of the following factors, among others:
(a) The Board's fiduciary duties of care and loyalty owed to the Company and all of its shareholders under the Delaware General Corporation Law, including the enhanced scrutiny applicable to Board actions taken in the context of a contested election and proxy contest, as articulated in Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), and MM Companies, Inc. v. Liquid Audio, Inc., 813 A.2d 1118 (Del. 2003);
(b) The interests of all shareholders of the Company, and not solely the interests of Corvus Peak, which beneficially owns approximately 8.7% of the Company's outstanding common shares;
(c) The integrity and independence of the ongoing CEO succession process, which is being overseen by the Special Committee in accordance with the Special Committee Charter, and in coordination with Hargrove Tate Partners LLC and Calderwood & Harkness LLP;
(d) The Company's corporate governance framework, including the Amended and Restated Bylaws and the advance notice provisions contained therein, as well as the Company's declassified board structure (approved by shareholders in 2021), under which all directors stand for election annually;
(e) The plurality voting standard applicable in contested elections under Article II, Section 2.09, of the Bylaws;
(f) The potential impact of the Settlement Proposal on the Company's strategic position, shareholder value, and ongoing operations across its four business segments:
•  Streaming & Digital Content: $1,835.4 million (42% of FY 2023 revenue);
•  Live Entertainment & Events: $1,048.8 million (24% of FY 2023 revenue);
•  E-Commerce & Merchandising: $830.3 million (19% of FY 2023 revenue); and
•  Advertising & Brand Partnerships: $655.5 million (15% of FY 2023 revenue);
(g) The Company's market capitalization of approximately $8.65 billion (approximately £6.82 billion) as of March 1, 2024, the Company's FY 2023 revenue of $4.37 billion, and the Company's FY 2023 EBITDA of $812 million, representing an EBITDA margin of 18.6%;
(h) The views and recommendation of the Special Committee, as presented by Tobias Kessler, Chair of the Special Committee, following consultation with Lucinda Farrow-Grant and Dr. Anwen Llewellyn;
(i) Input from Sandra Eriksson, Managing Director of Citrine Advisory Group Inc., regarding the current proxy contest landscape, shareholder sentiment, and the likely outcome of the contested election at the Annual General Meeting based on preliminary vote projections;
(j) The desirability of permitting shareholders to determine the composition of the Board through the democratic process of the Annual General Meeting, rather than through a negotiated pre-meeting board expansion demanded by a single activist investor;
(k) Concerns raised during deliberation regarding the independence and motivation of Jonathan Hale as a CEO candidate, given the pre-existing professional relationship between Mr. Hale and Corvus Peak's founding partner and CIO, Damien Solberg, including their shared board service as directors of Keystone Digital Ventures Ltd., a private technology company;
(l) Corvus Peak's public letter dated April 15, 2024, in which Corvus Peak publicly criticized the Board's designation of Priya Nair-Whitfield as Interim CEO, characterizing the appointment as a "predetermined outcome" that reflected the Board's unwillingness to consider external leadership; and
(m) The recommendation of Calderwood & Harkness LLP with respect to each element of the Settlement Proposal, including counsel's assessment of the legal risks, governance implications, and fiduciary considerations associated with acceptance or rejection of the Settlement Proposal;
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of Aurelius Global Media Group PLC, as follows:
II. RESOLUTIONS
Resolution 1 — Determination Regarding the Settlement Proposal
RESOLVED, that having carefully considered the Settlement Proposal dated May 10, 2024, from Corvus Peak Capital Partners LP, transmitted through its counsel Blackthorn Howell & Crane LLP, and having received and considered the advice of Calderwood & Harkness LLP, the views of the Special Committee, and the input of Citrine Advisory Group Inc., the Board of Directors hereby determines that acceptance of the Settlement Proposal, in its current form, is not in the best interests of the Company or its shareholders, for the reasons set forth in the recitals above and the following specific determinations:
(a) Premature Board Expansion.  The Board determines that the immediate appointment of two Corvus Peak nominees to the Board prior to the June 7, 2024 Annual General Meeting would constitute an unwarranted expansion of the Board that bypasses the shareholder franchise and undermines the democratic process by which shareholders are entitled to determine the composition of the Board. The Company's declassified board structure, which was approved by shareholders at the 2021 Annual General Meeting, was specifically designed to ensure that all directors stand for election at each annual meeting, thereby maximizing the ability of shareholders to hold directors accountable and to express their preferences regarding Board composition through the exercise of their voting rights.
The Board further determines that accepting pre-meeting board appointments at the demand of a single shareholder holding approximately 8.7% of the Company's outstanding common shares would set a harmful precedent and would undermine the rights and interests of all other shareholders, including, without limitation:
•  Thorne Capital Management LP, which holds approximately 6.3% of the Company's outstanding common shares (approximately 25,993,800 shares);
•  Ridgeway Asset Management Ltd., which holds approximately 5.1% of the Company's outstanding common shares (approximately 21,042,600 shares);
•  Windermere Pension Trust, which holds approximately 4.4% of the Company's outstanding common shares (approximately 18,154,400 shares); and
•  The broader base of institutional and retail shareholders, who collectively hold the remaining outstanding shares and who are entitled to participate in the election of directors at the Annual General Meeting.
The Board notes that the Annual General Meeting is scheduled for June 7, 2024, which is less than four weeks from the date of this meeting, and that any concerns Corvus Peak has regarding the composition of the Board can be and should be addressed through the electoral process at the Annual General Meeting, where all shareholders may cast their votes in accordance with their own assessment of the qualifications and suitability of the competing director slates.
(b) Integrity of CEO Succession Process.  The Board determines that pausing or suspending the CEO succession process, as demanded by the Settlement Proposal, would be inconsistent with the Board's fiduciary duties of care and loyalty under the Delaware General Corporation Law and would cause material harm to the Company and its shareholders. The orderly and expeditious selection of a permanent Chief Executive Officer is among the most important responsibilities of the Board, and the prompt resolution of the CEO vacancy created by the resignation of Marcus Vane on March 8, 2024, is critical to the Company's strategic direction, operational continuity, and shareholder confidence.
The Special Committee, composed of three independent non-executive directors — Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — has diligently and faithfully conducted the CEO search process in coordination with Hargrove Tate Partners LLC (Christine Aldridge, lead partner) and in accordance with governance protocols recommended by Calderwood & Harkness LLP. The Special Committee has devoted substantial time and effort to the identification, evaluation, and interviewing of qualified candidates, including the April 18, 2024 interviews of five external candidates. The Board has invested significant financial resources in the search process, including the initial $250,000 installment paid to Hargrove Tate Partners LLC upon engagement, and will incur additional installment obligations as the process continues.
Suspending the search to accommodate the reconstitution of the Board with activist nominees would create unacceptable uncertainty for candidates currently engaged in the process, risk the loss of highly qualified candidates to competing opportunities, and signal to the market, to the Company's employees (approximately 23,400 worldwide), and to the Company's business partners that the Company lacks leadership continuity and operational stability. Such a suspension would diminish the considerable value of the efforts already undertaken and would delay the appointment of a permanent CEO at a time when the Company requires strong and stable leadership.
The Board further notes its concern regarding the pre-existing professional relationship between Jonathan Hale, one of the five external CEO candidates interviewed by the Special Committee on April 18, 2024, and Damien Solberg, the founding partner and Chief Investment Officer of Corvus Peak, including their shared board service at Keystone Digital Ventures Ltd. While the Board has not reached any conclusion regarding Mr. Hale's candidacy, the Board is mindful of the importance of maintaining the independence and integrity of the CEO selection process, free from the actual or perceived influence of any single shareholder.
(c) Inadequate Standstill Terms.  The Board determines that the mutual standstill provisions described in the Settlement Proposal are insufficiently defined and do not provide adequate protection for the Company against further activist campaigns, ownership accumulation, or proxy contest activity by Corvus Peak. The Settlement Proposal describes the proposed standstill provisions only in general terms, without specifying critical terms including, without limitation: the duration of the standstill period; the cap, if any, on Corvus Peak's ownership of the Company's common shares during the standstill period; restrictions on Corvus Peak's ability to solicit proxies, make public statements critical of the Board or management, or pursue a "wolf pack" strategy in coordination with other activist investors; or the consequences of a breach of the standstill provisions.
The Board notes with concern that Corvus Peak increased its beneficial ownership stake in the Company from approximately 6.1% (as disclosed in the initial Schedule 13D filed on January 18, 2024) to approximately 8.7% (as disclosed in the amended Schedule 13D filed on February 26, 2024) over a period of approximately five weeks, representing the acquisition of approximately 10,726,600 additional shares at an estimated aggregate cost of approximately $224.9 million (based on an average cost basis of approximately $20.97 per share). Without a meaningful and clearly defined cap on Corvus Peak's ownership and a sufficiently long standstill period — together with robust enforcement mechanisms, including contractual remedies and the availability of injunctive relief — the Company would remain exposed to further accumulation and campaign activity by Corvus Peak.
(d) Committee Reconstitution Concerns.  The Board determines that the requirement in the Settlement Proposal that at least one Corvus Peak nominee serve on each standing committee of the Board raises substantial concerns regarding the independence, objectivity, and effective functioning of committees that are responsible for critical oversight functions, including:
•  The Audit Committee, which is responsible for oversight of the Company's financial reporting, internal controls, and relationship with the Company's independent auditor;
•  The Compensation Committee, which is responsible for oversight of the Company's executive compensation programs (advised by the Committee's independent compensation consultant, Brackenridge Howard Associates Inc., lead consultant: Miriam Estabrook); and
•  The Nominating and Governance Committee, which is responsible for oversight of the Company's corporate governance practices, director qualifications, and board composition;
In particular, the Board notes that one of the three Corvus Peak nominees is Vanessa Loring (age 44), a Managing Director at Corvus Peak Capital Partners LP. The placement of Ms. Loring — an employee of Corvus Peak who owes ongoing fiduciary and contractual duties to Corvus Peak and its investors — on the standing committees of the Board would raise potential conflicts of interest that could compromise the independence and effectiveness of those committees. The Board's concerns are heightened by the listing standards of the New York Stock Exchange and the London Stock Exchange, which impose independence requirements on the composition of certain board committees, and by the Board's own Corporate Governance Guidelines, which require that a majority of each standing committee's members be independent non-executive directors.
Resolution 2 — Formal Rejection
RESOLVED, that the Board of Directors hereby formally rejects the Settlement Proposal dated May 10, 2024, from Corvus Peak Capital Partners LP, in its entirety, and determines that the Settlement Proposal, as currently constituted, does not serve the best interests of the Company or its shareholders.
FURTHER RESOLVED, that the Chair of the Board, Dame Elspeth Greenvale, is hereby authorized and directed to communicate this determination to Corvus Peak Capital Partners LP and its counsel, Blackthorn Howell & Crane LLP (Dominic Sayer), in a manner and at such time as the Chair determines appropriate and consistent with the Company's obligations under applicable securities laws, stock exchange listing standards, and public disclosure requirements. The Chair may delegate the communication of this determination, in whole or in part, to the General Counsel and Corporate Secretary, Nadine Khalil, or to Calderwood & Harkness LLP, as the Chair deems appropriate.
Resolution 3 — Authorization of Public Statement
RESOLVED, that the Chair, Dame Elspeth Greenvale, and the General Counsel and Corporate Secretary, Nadine Khalil, are hereby authorized and directed to prepare, finalize, and issue a public statement on behalf of the Company regarding the Board's determination to reject the Settlement Proposal. The public statement shall be substantially in the form of the talking points prepared by Calderwood & Harkness LLP and reviewed by the Board at this meeting, which are attached hereto as Exhibit A and incorporated herein by reference.
FURTHER RESOLVED, that the public statement shall emphasize the following key messages:
(i) The Board's commitment to permitting shareholders to determine the composition of the Board at the Annual General Meeting scheduled for June 7, 2024, in accordance with the Company's declassified board structure and the democratic principles underlying the shareholder franchise;
(ii) The Board's commitment to an independent, thorough, and expeditious CEO search process, overseen by the Special Committee and conducted in coordination with Hargrove Tate Partners LLC;
(iii) The Board's willingness to engage constructively with all shareholders, including Corvus Peak Capital Partners LP, on matters of mutual interest and concern; and
(iv) The Board's confidence in the leadership of Priya Nair-Whitfield as Interim Chief Executive Officer during the transition period;
FURTHER RESOLVED, that the Chair and the General Counsel and Corporate Secretary are authorized to make such modifications to the public statement as they, in consultation with Calderwood & Harkness LLP, determine are necessary or appropriate to comply with applicable securities laws and stock exchange listing standards, and to ensure accuracy and completeness. The public statement shall be filed with the SEC as an exhibit to a Current Report on Form 8-K, to the extent required by applicable law, and shall be disseminated to shareholders through the Company's investor relations channels and, if appropriate, through wire services.
Resolution 4 — Continuation of CEO Succession Process
RESOLVED, that the Special Committee, comprising Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, is hereby directed to continue the CEO succession process without interruption, delay, or modification, in accordance with the Special Committee Charter adopted on March 18, 2024, the process recommendations of Calderwood & Harkness LLP, and the terms of the Company's engagement with Hargrove Tate Partners LLC.
FURTHER RESOLVED, that the Special Committee shall continue to evaluate both internal and external candidates for the position of Chief Executive Officer, applying objective criteria consistent with the Company's strategic needs and the qualifications and experience profile developed in consultation with Hargrove Tate Partners LLC. The Special Committee shall report to the full Board at regular intervals, and not less frequently than every two weeks, on the status of the search process, including the identification and evaluation of candidates, the scheduling and conduct of interviews, and any material developments.
FURTHER RESOLVED, that the Special Committee is authorized to incur such costs and expenses, and to retain such additional advisors, as the Special Committee determines are reasonably necessary to fulfill its mandate, subject to the budgetary parameters previously approved by the Board.
Resolution 5 — Continuation of Proxy Contest Defense
RESOLVED, that the Board hereby reaffirms its recommendation that shareholders vote FOR the re-election of all incumbent director nominees at the Company's Annual General Meeting scheduled for June 7, 2024, as set forth in the Company's Definitive Proxy Statement filed with the SEC on May 3, 2024.
FURTHER RESOLVED, that the Board authorizes the continued engagement of Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director) for proxy solicitation activities in support of the incumbent director slate, and directs the General Counsel and Corporate Secretary to provide Citrine Advisory Group Inc. with all information and assistance reasonably necessary to enable the effective solicitation of proxies from the Company's shareholders.
FURTHER RESOLVED, that Calderwood & Harkness LLP shall continue to advise the Board on all matters relating to the proxy contest, shareholder engagement, and compliance with applicable securities laws, including the proxy solicitation rules under Section 14(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the SEC, as well as the applicable listing standards of the New York Stock Exchange and the London Stock Exchange.
Resolution 6 — Reservation of Rights Regarding Future Negotiations
RESOLVED, that while the Board has determined to reject the Settlement Proposal from Corvus Peak Capital Partners LP in its current form, the Board hereby expressly reserves the right to reconsider settlement discussions with Corvus Peak in the future, on such terms as the Board, in the exercise of its fiduciary duties and upon the advice of counsel, determines to be in the best interests of the Company and all of its shareholders.
FURTHER RESOLVED, that nothing in these resolutions shall be construed as:
(i) precluding or restricting the Board from engaging in future discussions, negotiations, or communications with Corvus Peak Capital Partners LP or any other shareholder of the Company regarding matters relating to Board composition, corporate governance, strategic direction, or any other matter within the Board's authority;
(ii) constituting a waiver of any of the Company's rights under its Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, or applicable law; or
(iii) limiting the authority of the Board to take any action that the Board, in the exercise of its business judgment, determines to be in the best interests of the Company and all of its shareholders, including the authority to expand or reduce the size of the Board, to fill vacancies on the Board, or to settle or compromise any dispute with Corvus Peak or any other party.
Resolution 7 — Ratification and Authorization
RESOLVED, that each of the officers of the Company, including without limitation the Interim Chief Executive Officer, the Chief Financial Officer, and the General Counsel and Corporate Secretary, is hereby authorized and directed, in the name and on behalf of the Company, to execute and deliver all such documents, instruments, agreements, certificates, and filings, and to take all such further actions, as may be necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions, with such modifications, amendments, or supplements as such officer may approve, such approval to be conclusively evidenced by the execution and delivery thereof or the taking of such action.
FURTHER RESOLVED, that the General Counsel and Corporate Secretary is hereby directed to file and maintain these resolutions, together with the minutes of this meeting and all exhibits and attachments hereto, in the minute books of the Company, and to provide certified copies thereof to any person or entity as may be required by applicable law or as may be reasonably requested by any director of the Company.
FURTHER RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with the matters contemplated by these resolutions are hereby ratified, confirmed, and approved in all respects.
EXHIBIT A
TALKING POINTS FOR PUBLIC STATEMENT
Aurelius Global Media Group PLC
Board Response to Corvus Peak Capital Partners LP Settlement Proposal
May 12, 2024
The following talking points have been prepared by Calderwood & Harkness LLP for use by the Company in preparing and issuing a public statement regarding the Board's determination to reject the Settlement Proposal from Corvus Peak Capital Partners LP dated May 10, 2024. These talking points are intended to serve as the substantive framework for the public statement and may be adapted as necessary for the specific format and channel of communication.
Key Messages:
1.  Careful Consideration of the Settlement Proposal. The Board of Directors of Aurelius Global Media Group PLC has carefully and thoroughly considered the settlement proposal received from Corvus Peak Capital Partners LP on May 10, 2024. The Board reviewed the proposal in its entirety, with the benefit of advice from independent governance counsel, Calderwood & Harkness LLP, and input from the Board's Special Committee and the Company's proxy solicitor, Citrine Advisory Group Inc.
2.  Determination Not in Best Interests. After due deliberation, the Board has determined that acceptance of the settlement proposal, in its current form, is not in the best interests of the Company or its shareholders. The Board's determination was made in the exercise of its fiduciary duties and reflects the Board's careful assessment of the proposal's terms, the current proxy contest landscape, and the Company's strategic priorities.
3.  Commitment to Shareholder Democracy. The Board believes that shareholders should have the opportunity to determine the composition of the Board at the Company's Annual General Meeting on June 7, 2024, in accordance with the Company's declassified board structure, which was approved by shareholders in 2021. The Board is committed to the principle that the shareholder franchise is the appropriate mechanism for addressing questions of Board composition, and the Board does not believe that pre-meeting board appointments at the demand of a single shareholder serve the interests of all shareholders.
4.  Commitment to Independent CEO Search. The Board remains committed to an independent, thorough, and expeditious CEO search process, which is being overseen by the Special Committee — comprising three independent non-executive directors — in coordination with the Company's executive search firm, Hargrove Tate Partners LLC. The CEO search is the Board's highest priority, and the Board does not believe it would be appropriate to pause or delay the search process.
5.  Confidence in Interim Leadership. The Board expresses its full confidence in the leadership of Interim CEO Priya Nair-Whitfield during the transition period. Ms. Nair-Whitfield, who has served as the Company's Chief Operating Officer since 2021, brings deep operational expertise and institutional knowledge to the role and is executing effectively on the Company's strategic plan.
6.  Willingness to Engage Constructively. The Board remains open to constructive engagement with all shareholders, including Corvus Peak Capital Partners LP, on matters of mutual interest and concern. The Board values the input of its shareholders and is committed to maintaining an open and transparent dialogue with the Company's investor community.
7.  Vote Recommendation. The Board unanimously recommends that shareholders vote FOR the re-election of all incumbent director nominees at the upcoming Annual General Meeting on June 7, 2024. Shareholders are encouraged to review the Company's Definitive Proxy Statement filed with the SEC on May 3, 2024, for additional information regarding the Board's nominees and the Board's recommendations.
8.  Company Overview. Aurelius Global Media Group PLC is a global media and entertainment company with FY 2023 revenue of $4.37 billion, EBITDA of $812 million, and approximately 23,400 employees worldwide. The Company operates across four business segments: Streaming & Digital Content, Live Entertainment & Events, E-Commerce & Merchandising, and Advertising & Brand Partnerships.
These talking points are provided for Board review and consideration and are subject to modification in consultation with Calderwood & Harkness LLP prior to public release. This document constitutes a privileged and confidential attorney-client communication and is not intended for public dissemination in its current form.
IV. ATTESTATION AND CERTIFICATION
I, the undersigned, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, do hereby certify that the foregoing is a true and correct record of resolutions duly adopted by the Board of Directors of Aurelius Global Media Group PLC at a special meeting of the Board held on May 12, 2024, at which a quorum of voting directors was present throughout the entirety of the meeting, and that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand on the date indicated below.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Nadine Khalil
Title: General Counsel and Corporate Secretary
Date: May 12, 2024
Prepared by:
Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019
As independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC
DRAFT — Subject to Board Review and Adoption

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

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

I. PREAMBLE AND RECITALS

II. RESOLUTIONS

EXHIBIT A

TALKING POINTS FOR PUBLIC STATEMENT

IV. ATTESTATION AND CERTIFICATION

AURELIUS GLOBAL MEDIA GROUP PLC

Record

Parties

Dates

Amounts