draft-resolution-rejection-rights-plan.docx

1017-00002 · Aurelius Global Media Group · documents

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ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT THIS DOCUMENT IS PROTECTED BY THE ATTORNEY-CLIENT PRIVILEGE AND THE WORK PRODUCT DOCTRINE. IT IS PREPARED AT THE DIRECTION OF COUNSEL AND IS NOT TO BE DISCLOSED TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF CALDERWOOD & HARKNESS LLP AND THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC.

AURELIUS GLOBAL MEDIA GROUP PLC

RESOLUTIONS OF THE BOARD OF DIRECTORS

Rejection of Adoption of Shareholder Rights Plan

April 10, 2024

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

PREAMBLE AND RECITALS

The Board of Directors (the "Board") of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of the State of Delaware and registered as an overseas company in England and Wales (Company Number OE023891) (the "Company"), with its principal executive offices located at 14 Sceptre Row, London EC2V 7QN, United Kingdom, its shares of common stock listed on the New York Stock Exchange under the ticker symbol "AGMG" and admitted to trading on the Main Market of the London Stock Exchange under the ticker symbol "AGMG.L," Delaware File Number 4827193, Employer Identification Number 26-4831097, with its registered agent at c/o Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801, convened a duly noticed special meeting of the Board on April 10, 2024 (the "Meeting"), notice of which was delivered to all directors in accordance with the Company's Amended and Restated Bylaws (as amended and restated effective March 22, 2022, the "Bylaws") and applicable provisions of the Delaware General Corporation Law (the "DGCL").

A quorum of the Board was present throughout the Meeting, consisting of a majority of the directors then in office (nine of ten authorized seats being filled, with one seat vacant as described below).

Directors Present. The following directors were present at the Meeting and participated in the deliberations and votes described herein:

1. Dame Elspeth Greenvale — Independent Non-Executive Chair of the Board, presiding over the Meeting;

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

3. Tobias Kessler — Independent Non-Executive Director and Chair of the Special Committee of the Board (as defined below);

4. Lucinda Farrow-Grant — Independent Non-Executive Director;

5. Reginald Osei — Independent Non-Executive Director;

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

7. Hugh Pemberton — Non-Executive Director and Co-Founder of the Company;

8. Dr. Anwen Llewellyn — Independent Non-Executive Director;

9. Garrett Voss — Chief Financial Officer and Executive Director.

The Board noted that the seat formerly held by Marcus Vane, who resigned from his positions as Chief Executive Officer and Director effective March 8, 2024, remains vacant as of the date of this Meeting. The Board has not yet appointed a successor director to fill such vacancy.

Nadine Khalil, General Counsel and Corporate Secretary of the Company, attended the Meeting in a non-voting capacity and served as secretary of the Meeting.

Advisors Present. The following advisors were present at the Meeting and participated in discussions as described herein:

• Nathaniel Bower, Responsible Partner, Calderwood & Harkness LLP ("Calderwood & Harkness"), the Board's independent governance counsel, with offices at 787 Seventh Avenue, New York, New York 10019, and 25 Bishopsgate, London EC2N 3AR; and

• Colette Whitman, Billing Partner, Calderwood & Harkness LLP.

The Board noted that Martin Cho of Ashworth Velmoran LLP ("Ashworth Velmoran"), the Company's standing outside counsel to management, with offices at One Liberty Plaza, New York, New York 10006, was excused from this portion of the Meeting at the direction of the Chair, Dame Elspeth Greenvale, as the matters under consideration involved independent governance advice to the Board and the Chair determined that the presence of management-aligned counsel was not appropriate for this segment of the deliberations. Ashworth Velmoran continues to serve as counsel to the Company on operational, transactional, and regulatory matters not directly related to the Board's independent deliberations concerning the activist campaign described below.

BACKGROUND RECITALS. WHEREAS, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership with its principal office at 590 Lexington Avenue, 34th Floor, New York, New York 10022, whose general partner is Corvus Peak Management LLC, a Delaware limited liability company, has acquired beneficial ownership of approximately 8.7% of the Company's outstanding shares of common stock, representing approximately 35,896,200 shares out of a total of 412,600,000 shares of common stock issued and outstanding, as disclosed in Corvus Peak's amended Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on February 26, 2024 (the "Amended 13D");

WHEREAS, Corvus Peak's initial Schedule 13D was filed with the SEC on January 18, 2024 (the "Initial 13D"), disclosing beneficial ownership of approximately 6.1% of the Company's outstanding shares of common stock, and the Amended 13D reflected an increase in Corvus Peak's beneficial ownership from approximately 6.1% to approximately 8.7%, acquired at an average cost basis of approximately $20.97 per share, representing a total aggregate investment of approximately $752.8 million;

WHEREAS, Corvus Peak's founding partner and Chief Investment Officer is Damien Solberg, and the Corvus Peak campaign with respect to the Company (the "Activist Campaign") is managed on a day-to-day basis by portfolio manager Erin Nakamura, and Corvus Peak's total assets under management are approximately $7.2 billion;

WHEREAS, on February 12, 2024, Corvus Peak sent a letter (the "Demand Letter") to the Board, a copy of which was publicly disseminated by Corvus Peak via press release and posting on Corvus Peak's website, demanding that the Board take the following actions: (i) the appointment of two new independent directors with operational and digital media expertise, (ii) the initiation and completion of a comprehensive strategic review of the Company's business segments, portfolio composition, and capital allocation strategy, and (iii) the adoption and public announcement of a formal Chief Executive Officer succession plan with defined timelines and criteria;

WHEREAS, on March 1, 2024, Corvus Peak submitted formal director nominations for the Company's 2024 Annual General Meeting of Stockholders (the "2024 AGM"), nominating the following three individuals as candidates for election to the Board: (i) Malcolm Trask, age 58, former Chief Executive Officer of Archway Digital Holdings Inc., a publicly traded digital media company; (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.;

WHEREAS, the nominations were submitted within the advance notice window established by Article II, Section 11 of the Bylaws, which requires delivery of stockholder nominations no earlier than 120 days and no later than 90 days before the first anniversary of the prior year's annual meeting of stockholders, and the Company's 2023 Annual General Meeting having been held on June 9, 2023, the resulting advance notice window opened on February 10, 2024 and closed on March 11, 2024, and accordingly the nominations dated March 1, 2024 were timely;

WHEREAS, Marcus Vane resigned from his positions as Chief Executive Officer and Director of the Company effective March 8, 2024, following discussions with the Board regarding the Company's strategic direction and the Board's response to the Activist Campaign, and the Board designated Priya Nair-Whitfield, then serving as Chief Operating Officer, as Interim Chief Executive Officer effective as of March 8, 2024, pending the completion of a formal CEO succession process;

WHEREAS, pursuant to the terms of Mr. Vane's employment agreement with the Company dated as of September 15, 2019, as amended (the "Vane Employment Agreement"), Mr. Vane is entitled to severance compensation in the aggregate amount of approximately $14.8 million, comprising two times his annual base salary of $2,400,000 ($4,800,000), two times his target annual bonus of $2,400,000 ($4,800,000), and approximately $5,200,000 in accelerated vesting of outstanding equity awards, subject to Mr. Vane's execution and non-revocation of a general release of claims, and Mr. Vane is bound by a non-competition covenant of 18 months' duration, expiring on September 8, 2025, as well as customary non-solicitation and confidentiality covenants;

WHEREAS, on March 12, 2024, the Board engaged Calderwood & Harkness LLP as independent governance counsel to advise the Board in connection with the CEO succession process and the Company's response to the Activist Campaign, the Board having determined that the Company's standing outside counsel, Ashworth Velmoran LLP, which has served as primary outside counsel to the Company's management since 2017, may be perceived as management-aligned given the circumstances and that the retention of independent counsel was advisable to ensure the Board's fiduciary obligations were satisfied and to preserve the independence of the Board's decision-making process;

WHEREAS, on March 15, 2024, the Nominating and Governance Committee of the Board retained Hargrove Tate Partners LLC ("Hargrove Tate"), a nationally recognized executive search firm with offices at 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116 (lead partner: Christine Aldridge), to conduct the CEO succession search at a flat fee of $750,000 plus reimbursement of reasonable out-of-pocket expenses, and Hargrove Tate has commenced the engagement and is in the process of identifying and evaluating potential candidates;

WHEREAS, on March 18, 2024, the Board formed a Special Committee (the "Special Committee") consisting of three independent, non-executive directors — Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — with the mandate to oversee the CEO succession process, coordinate the Board's response to the Activist Campaign (including the proxy contest described below), and evaluate and make recommendations to the full Board regarding defensive measures and shareholder engagement strategy;

WHEREAS, on April 1, 2024, Corvus Peak filed a preliminary proxy statement on Schedule 14A with the SEC (the "Corvus Peak Preliminary Proxy") in connection with the solicitation of proxies seeking the election of its three nominees — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — at the 2024 AGM in opposition to the Company's slate of director nominees;

WHEREAS, on April 5, 2024, the Company filed its own preliminary proxy statement on Schedule 14A with the SEC (the "Company Preliminary Proxy") recommending the re-election of incumbent directors standing for election at the 2024 AGM;

WHEREAS, the contested election at the 2024 AGM triggers a plurality voting standard under Article II, Section 7 of the Bylaws, pursuant to which the nominees receiving the greatest number of affirmative votes cast shall be elected as directors, rather than the majority voting standard applicable to uncontested elections;

WHEREAS, in the context of the ongoing proxy contest and Corvus Peak's accumulation of shares of the Company's common stock as reflected in the Initial 13D and Amended 13D, the Board considered whether to adopt a shareholder rights plan — commonly referred to as a "poison pill" — as a potential defensive measure to deter further accumulation of shares by Corvus Peak or any other party and to preserve the Board's ability to negotiate on behalf of all stockholders;

WHEREAS, Calderwood & Harkness delivered a detailed memorandum to the Board dated April 8, 2024 (the "Rights Plan Analysis"), attached hereto as Exhibit A (incorporated by reference; not physically attached to this draft resolution but maintained in the corporate records of the Company under the care of the Corporate Secretary), analyzing the legal framework governing shareholder rights plans under Delaware law, including the foundational authority established in Moran v. Household International, Inc., 500 A.2d 1346 (Del. 1985) (upholding the facial validity of rights plans), the proportionality standard set forth in Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985) (requiring directors to demonstrate reasonable grounds for believing a danger to corporate policy and effectiveness exists and that the defensive measure is reasonable in relation to the threat posed), and as further refined by Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995) (articulating that defensive measures must not be coercive or preclusive and must fall within a "range of reasonableness"), as well as the enhanced scrutiny applied under Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988) (where actions taken for the primary purpose of interfering with the shareholder franchise are subject to a "compelling justification" standard);

WHEREAS, Nathaniel Bower of Calderwood & Harkness presented the Rights Plan Analysis to the Board during the Meeting, summarized its principal conclusions, and responded to questions and comments from each of the directors present, and the Board engaged in extended deliberation regarding the Rights Plan Analysis and its implications;

WHEREAS, the Rights Plan Analysis concluded that:

(a) Corvus Peak's current beneficial ownership of approximately 8.7% of the Company's outstanding shares of common stock does not constitute a "creeping control" threat that would justify the adoption of a rights plan under the Unocal framework, as an 8.7% stake is well below any threshold at which a hostile acquiror or activist investor could exercise de facto control over the Company, and the Delaware Court of Chancery has generally viewed rights plans triggered at such low thresholds with skepticism;

(b) The primary purpose of adopting a rights plan at this juncture, given the context and timing, would be to defend against a proxy contest and to impede the ability of Corvus Peak to accumulate additional shares in support of its proxy solicitation, rather than to protect stockholders from a coercive accumulation or hostile tender offer, and such a purpose would be subject to heightened judicial scrutiny under Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), which requires a "compelling justification" for board actions taken primarily to interfere with or impede the exercise of the stockholder franchise;

(c) Under the Unocal proportionality test, the Board would be required to demonstrate, at the first prong, that it had reasonable grounds for believing that a danger to corporate policy and effectiveness existed, and at the second prong, that the defensive measure adopted was reasonable in relation to the threat posed — a rights plan triggered at a level near or below Corvus Peak's current 8.7% stake would likely be viewed by the Delaware courts as disproportionate to the threat, particularly in the absence of a hostile tender offer or an imminent threat of creeping control;

(d) Adoption of a rights plan at this time would almost certainly provoke negative voting recommendations from the two leading proxy advisory firms, Cobalt Ridge Solutions ("ISS") and Aldermere & Co. ("Tarrant Partners LLC"), both of which have well-established policies disfavoring poison pills adopted in the context of proxy contests, and such adverse recommendations would materially worsen the Company's competitive position in the ongoing proxy contest given that a significant percentage of the Company's institutional stockholders rely on ISS and Tarrant Partners LLC recommendations in casting their proxy votes;

(e) Corvus Peak's stated objectives — board refreshment, a strategic review, and CEO succession planning — are governance-oriented proposals directed at the composition and policies of the Board, rather than value-extractive proposals designed to capture a control premium or extract short-term value at the expense of long-term stockholders, and the governance-oriented nature of Corvus Peak's demands further undermines the justification for a defensive measure of the magnitude and character of a shareholder rights plan; and

(f) In light of the foregoing considerations, Calderwood & Harkness recommended that the Board decline to adopt a shareholder rights plan at this time;

WHEREAS, the Board also considered the Company's other available defensive measures as set forth in a supplemental memorandum prepared by Calderwood & Harkness dated April 12, 2024 (the "Defensive Measures Memorandum"), attached hereto as Exhibit B (to be delivered and incorporated by reference upon completion), including but not limited to enhanced shareholder engagement and investor relations initiatives, the initiation of a proactive strategic alternatives review, enforcement of the advance notice provisions of the Bylaws, and targeted corporate governance enhancements designed to address the specific concerns raised by Corvus Peak and by the Company's broader institutional investor base;

WHEREAS, the Board discussed the matter at length during the Meeting, including extensive discussion regarding the following matters: (i) the possibility of adopting a rights plan in "shelf" or "shadow" form — that is, a rights plan fully drafted and approved by the Board but not yet distributed to stockholders or publicly announced — to be held in reserve for rapid deployment in the event that Corvus Peak's stake were to increase to a level that poses a genuine threat of creeping control or in the event of an unsolicited acquisition proposal; and (ii) the Board's continuing fiduciary obligations under Delaware law to remain open to reconsidering the adoption of a rights plan in the future should circumstances change materially, and the Board's authority under Section 157 of the DGCL to issue rights or options at any time;

WHEREAS, the Board noted for the record that the Company maintains a directors' and officers' liability insurance policy (the "D&O Policy") issued by Helmsley Indemnity Corp. (policy number HIC-DOL-2024-009347), providing coverage of $75,000,000 per occurrence and $150,000,000 in the aggregate, with an annual premium of approximately $3,800,000, for the policy period January 1, 2024 through December 31, 2024, and that the fiduciary decisions of the directors taken in good faith in the exercise of their business judgment would be covered under the terms of the D&O Policy, subject to customary exclusions and conditions; and

WHEREAS, the Board noted for the record that, as of March 1, 2024, the Company had a market capitalization of approximately £6.82 billion (approximately $8.65 billion at an exchange rate of $1.2683 per pound sterling), reported fiscal year 2023 revenue of $4.37 billion, and reported fiscal year 2023 adjusted EBITDA of $812 million (representing an adjusted EBITDA margin of approximately 18.6%), and employed approximately 23,400 persons worldwide across four principal business segments: Streaming & Digital Content (contributing approximately 42% of consolidated revenue), Live Entertainment & Events (contributing approximately 24% of consolidated revenue), E-Commerce & Merchandising (contributing approximately 19% of consolidated revenue), and Advertising & Brand Partnerships (contributing approximately 15% of consolidated revenue).

RESOLVING CLAUSES

Resolution 1 — Determination That Adoption of a Shareholder Rights Plan Is Not in the Best Interests of the Company and Its Stockholders at This Time

NOW, THEREFORE, BE IT RESOLVED, that the Board, after careful and extensive deliberation, and having considered the Rights Plan Analysis and the recommendation of Calderwood & Harkness LLP, the Company's independent governance counsel, and having exercised its fiduciary duties of care and loyalty under the DGCL, including Sections 141(a) and 102(b)(7) thereof, and having weighed the potential benefits and risks associated with the adoption of a shareholder rights plan, hereby determines that the adoption of a shareholder rights plan (commonly known as a "poison pill"), whether in the form of a traditional "flip-in" plan, a "flip-over" plan, a "dead-hand" plan, a "slow-hand" plan, or any other variant thereof, is not in the best interests of the Company or its stockholders at this time, based on the following specific findings:

(a) No Creeping Control Threat. Corvus Peak's beneficial ownership of approximately 8.7% of the Company's outstanding shares of common stock does not constitute a "creeping control" threat or otherwise pose a danger to corporate policy and effectiveness within the meaning of the first prong of the Unocal standard. An 8.7% stake is well below any threshold at which a single stockholder or group of stockholders could exercise de facto control over the Company, and there is no evidence in the record before the Board that Corvus Peak intends to acquire control of the Company through open market purchases or otherwise;

(b) Unocal Proportionality. Even assuming the Board could articulate reasonable grounds for believing that a threat existed, the adoption of a shareholder rights plan triggered at or near the current level of Corvus Peak's ownership would likely fail the second prong of the Unocal proportionality test, as the Delaware courts would likely view such a defensive measure as disproportionate and potentially preclusive of a legitimate proxy contest;

(c) Blasius Enhanced Scrutiny. Given the timing and context of the consideration — namely, the pendency of Corvus Peak's proxy contest for the election of directors at the 2024 AGM — any adoption of a rights plan at this juncture would be subject to the enhanced scrutiny articulated in Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), requiring the Board to demonstrate a "compelling justification" for taking action the primary purpose of which is to interfere with or impede the exercise of the stockholder franchise, and the Board does not believe that such a compelling justification exists under the present circumstances; and

(d) Adverse Proxy Advisory Impact. The adoption of a shareholder rights plan would almost certainly result in negative recommendations from ISS and Tarrant Partners LLC with respect to the Company's director nominees and proxy proposals at the 2024 AGM, and such adverse recommendations would materially and adversely affect the Company's prospects in the ongoing proxy contest, thereby undermining the very interests the rights plan would be intended to protect.

Resolution 2 — Reservation of Authority to Reconsider

RESOLVED FURTHER, that the Board expressly reserves its authority and fiduciary right, exercisable at any time and from time to time, to adopt a shareholder rights plan at any future date should circumstances change materially, including but not limited to: (i) a significant increase in Corvus Peak's beneficial ownership of the Company's shares of common stock to a level that, in the Board's good faith judgment, poses a genuine threat of creeping control; (ii) the emergence of an unsolicited, hostile, or otherwise coercive acquisition proposal or tender offer for the Company's shares; (iii) the accumulation of a significant stake in the Company by any third party, whether alone or as part of a group acting in concert, under circumstances that the Board determines pose a threat to corporate policy and effectiveness; or (iv) any other material change in circumstances that the Board, in the exercise of its fiduciary duties and informed business judgment, determines warrants the adoption of such a plan. Nothing in these resolutions shall be construed as a waiver, limitation, or relinquishment of the Board's power under Section 157 of the DGCL to authorize and issue rights, options, or warrants, or of any other power vested in the Board under the DGCL, the Company's Amended and Restated Certificate of Incorporation (as amended), or the Bylaws.

Resolution 3 — Rejection of "Shadow Pill" Adoption at This Time

RESOLVED FURTHER, that the Board, having considered at length the option of adopting a shareholder rights plan in "shelf" or "shadow" form — that is, a rights plan fully drafted, reviewed, negotiated, and approved by the Board, with a designated rights agent, but not yet distributed to stockholders or publicly announced — hereby declines to adopt such a shadow pill at this time, on the basis that:

(a) The adoption of a shadow pill, even if not triggered or publicly announced, carries a material risk of public disclosure through SEC filing requirements, litigation discovery, Freedom of Information Act requests (to the extent applicable), media reporting, or other channels, and such disclosure could provoke the same adverse proxy advisory firm reactions and negative stockholder sentiment as a fully deployed rights plan; and

(b) The Board retains the practical and legal ability to adopt a shareholder rights plan on short notice — including, if necessary, between regularly scheduled Board meetings through action by written consent or telephonic meeting — if circumstances arise that warrant such action, and accordingly the incremental benefit of maintaining a pre-drafted shadow pill in reserve does not, in the Board's judgment, outweigh the risks associated with its adoption.

Resolution 4 — Direction to Counsel Regarding Defensive Strategy

RESOLVED FURTHER, that the Board hereby directs Calderwood & Harkness LLP to continue to advise the Board and the Special Committee on alternative defensive measures and strategies in connection with the Corvus Peak proxy contest and the Activist Campaign, consistent with the Board's fiduciary duties under the DGCL and the analytical framework set forth in the Defensive Measures Memorandum dated April 12, 2024. Calderwood & Harkness is further directed to provide the Board and the Special Committee with periodic updates regarding developments in the proxy contest, changes in Corvus Peak's ownership position (as disclosed in SEC filings or otherwise brought to Calderwood & Harkness's attention), and any emerging legal developments relevant to the Board's defensive posture. Calderwood & Harkness shall coordinate with Ashworth Velmoran LLP as appropriate on matters of securities law compliance and disclosure, subject to the direction of the Chair and the Special Committee regarding the scope and manner of such coordination.

Resolution 5 — Direction to Management Regarding Communications

RESOLVED FURTHER, that the Company's officers, employees, agents, and advisors, including but not limited to the Interim Chief Executive Officer, the Chief Financial Officer, the General Counsel and Corporate Secretary, and any communications or investor relations personnel, are hereby directed not to make any public statements, press releases, investor communications, analyst briefings, or social media posts regarding the Board's consideration, evaluation, or rejection of a shareholder rights plan, or regarding the Board's deliberations concerning defensive measures generally, without the prior express authorization of the Chair of the Board, Dame Elspeth Greenvale, given in consultation with Nathaniel Bower and Colette Whitman of Calderwood & Harkness LLP. This direction extends to all communications with the press, the investment community, proxy advisory firms, stockholders, and any other third parties, and any violation of this direction shall be considered a serious breach of the communicating party's obligations to the Company.

Resolution 6 — Disclosure Considerations

RESOLVED FURTHER, that the Board hereby directs Nadine Khalil, General Counsel and Corporate Secretary, in consultation with Calderwood & Harkness LLP and Ashworth Velmoran LLP, to evaluate any disclosure obligations arising under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder, including in connection with the Company's proxy filings on Schedule 14A and any amendments thereto, as well as any disclosure obligations arising under the Disclosure Guidance and Transparency Rules ("DTRs") published by the United Kingdom Financial Conduct Authority ("FCA") applicable to the Company by virtue of its secondary listing on the Main Market of the London Stock Exchange (ticker: AGMG.L), including DTR 2 (inside information) and DTR 6 (continuing obligations and access to information). The Board further directs Nadine Khalil and counsel to include appropriate disclosure regarding the Board's consideration and rejection of a shareholder rights plan in the Company's definitive proxy statement to be filed with the SEC in connection with the 2024 AGM, to the extent that such disclosure is required by applicable law or regulation or is determined to be advisable in the judgment of counsel, and to present such proposed disclosure to the Board or the Special Committee for review and approval prior to filing.

Resolution 7 — Ratification of Advisor Actions

RESOLVED FURTHER, that all actions heretofore taken by the officers, agents, employees, and advisors of the Company in connection with the evaluation of a shareholder rights plan, including but not limited to the engagement of Calderwood & Harkness LLP as independent governance counsel, the consultations between Calderwood & Harkness and the Board and the Special Committee, the preparation and delivery of the Rights Plan Analysis and the Defensive Measures Memorandum, the coordination between Calderwood & Harkness and Ashworth Velmoran on matters of securities law compliance, and all other actions taken in furtherance of the matters addressed by these resolutions, are hereby ratified, confirmed, and approved in all respects as the valid and binding acts of the Company.

Resolution 8 — Authorization of Further Actions

RESOLVED FURTHER, that each of the officers of the Company, including Nadine Khalil in her capacity as General Counsel and Corporate Secretary and Garrett Voss in his capacity as Chief Financial Officer, and any other duly authorized officer of the Company, is hereby authorized, empowered, and directed, acting singly or jointly, to take all such further actions and to execute, deliver, and file all such further documents, instruments, certificates, and agreements as may be necessary, desirable, or appropriate to carry out the purposes and intent of the foregoing resolutions, with such modifications, additions, or changes thereto as the officer or officers taking such action shall deem necessary or appropriate, the taking of any such action or the execution of any such document to be conclusive evidence of such officer's determination that such action or document was necessary, desirable, or appropriate.

ATTESTATION AND CERTIFICATION

The undersigned hereby attest and certify as follows:

I, Dame Elspeth Greenvale, in my capacity as Independent Non-Executive Chair of the Board of Directors of Aurelius Global Media Group PLC, do hereby attest that the foregoing resolutions were presented to, considered by, and approved by the Board of Directors at a duly convened special meeting of the Board held on April 10, 2024, at which a quorum of directors was present and acting throughout, and that the resolutions were adopted by the unanimous vote of all directors present.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Dame Elspeth Greenvale

Title: Independent Non-Executive Chair, Board of Directors

Date: April 10, 2024

I, Nadine Khalil, in my capacity as General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, do hereby certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at a special meeting of the Board held on April 10, 2024, that such meeting was duly called and convened in accordance with the Company's Amended and Restated Bylaws and the Delaware General Corporation Law, that a quorum of directors was present and acting throughout 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.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Nadine Khalil

Title: General Counsel and Corporate Secretary

Date: April 10, 2024

ANNEXES AND EXHIBITS

Exhibit A: Calderwood & Harkness LLP Memorandum Re: Shareholder Rights Plan Analysis (Poison Pill), dated April 8, 2024. Incorporated by reference into these resolutions. This memorandum is not physically attached to this draft resolution but is maintained in the corporate records of the Company under the care of the Corporate Secretary and is available for inspection by any director upon request. The memorandum is subject to the attorney-client privilege and the attorney work product doctrine and shall not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP and the Board of Directors.

Exhibit B: Calderwood & Harkness LLP Memorandum Re: Defensive Measures Available to the Board, dated April 12, 2024. To be delivered upon completion and incorporated by reference into these resolutions upon delivery. This memorandum will be maintained in the corporate records of the Company under the care of the Corporate Secretary and will be subject to the same privilege protections as Exhibit A.

DOCUMENT CONTROL

DRAFT — For Discussion Purposes Only

Prepared by Calderwood & Harkness LLP 787 Seventh Avenue, New York, NY 10019 / 25 Bishopsgate, London EC2N 3AR Matter No. 1017-00002

Distribution List: Board of Directors of Aurelius Global Media Group PLC (all members); Nadine Khalil, General Counsel and Corporate Secretary; Calderwood & Harkness LLP engagement team: Nathaniel Bower (Responsible Partner), Colette Whitman (Billing Partner), Jeffrey Zhou (Senior Associate), Margaret Walsh (Associate).

This document is the property of Aurelius Global Media Group PLC and is subject to the attorney-client privilege and the attorney work product doctrine. Unauthorized copying, distribution, or disclosure is strictly prohibited.

ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT THIS DOCUMENT IS PROTECTED BY THE ATTORNEY-CLIENT PRIVILEGE AND THE WORK PRODUCT DOCTRINE. IT IS PREPARED AT THE DIRECTION OF COUNSEL AND IS NOT TO BE DISCLOSED TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF CALDERWOOD & HARKNESS LLP AND THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC.
AURELIUS GLOBAL MEDIA GROUP PLC
RESOLUTIONS OF THE BOARD OF DIRECTORS
Rejection of Adoption of Shareholder Rights Plan
April 10, 2024
DRAFT — Prepared by Calderwood & Harkness LLP Matter No. 1017-00002
PREAMBLE AND RECITALS
The Board of Directors (the "Board") of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of the State of Delaware and registered as an overseas company in England and Wales (Company Number OE023891) (the "Company"), with its principal executive offices located at 14 Sceptre Row, London EC2V 7QN, United Kingdom, its shares of common stock listed on the New York Stock Exchange under the ticker symbol "AGMG" and admitted to trading on the Main Market of the London Stock Exchange under the ticker symbol "AGMG.L," Delaware File Number 4827193, Employer Identification Number 26-4831097, with its registered agent at c/o Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801, convened a duly noticed special meeting of the Board on April 10, 2024 (the "Meeting"), notice of which was delivered to all directors in accordance with the Company's Amended and Restated Bylaws (as amended and restated effective March 22, 2022, the "Bylaws") and applicable provisions of the Delaware General Corporation Law (the "DGCL").
A quorum of the Board was present throughout the Meeting, consisting of a majority of the directors then in office (nine of ten authorized seats being filled, with one seat vacant as described below).
Directors Present.  The following directors were present at the Meeting and participated in the deliberations and votes described herein:
1.  Dame Elspeth Greenvale — Independent Non-Executive Chair of the Board, presiding over the Meeting;
2.  Priya Nair-Whitfield — Interim Chief Executive Officer, Chief Operating Officer, and Executive Director;
3.  Tobias Kessler — Independent Non-Executive Director and Chair of the Special Committee of the Board (as defined below);
4.  Lucinda Farrow-Grant — Independent Non-Executive Director;
5.  Reginald Osei — Independent Non-Executive Director;
6.  Sofia Delgado-Ríos — Independent Non-Executive Director;
7.  Hugh Pemberton — Non-Executive Director and Co-Founder of the Company;
8.  Dr. Anwen Llewellyn — Independent Non-Executive Director;
9.  Garrett Voss — Chief Financial Officer and Executive Director.
The Board noted that the seat formerly held by Marcus Vane, who resigned from his positions as Chief Executive Officer and Director effective March 8, 2024, remains vacant as of the date of this Meeting. The Board has not yet appointed a successor director to fill such vacancy.
Nadine Khalil, General Counsel and Corporate Secretary of the Company, attended the Meeting in a non-voting capacity and served as secretary of the Meeting.
Advisors Present.  The following advisors were present at the Meeting and participated in discussions as described herein:
•  Nathaniel Bower, Responsible Partner, Calderwood & Harkness LLP ("Calderwood & Harkness"), the Board's independent governance counsel, with offices at 787 Seventh Avenue, New York, New York 10019, and 25 Bishopsgate, London EC2N 3AR; and
•  Colette Whitman, Billing Partner, Calderwood & Harkness LLP.
The Board noted that Martin Cho of Ashworth Velmoran LLP ("Ashworth Velmoran"), the Company's standing outside counsel to management, with offices at One Liberty Plaza, New York, New York 10006, was excused from this portion of the Meeting at the direction of the Chair, Dame Elspeth Greenvale, as the matters under consideration involved independent governance advice to the Board and the Chair determined that the presence of management-aligned counsel was not appropriate for this segment of the deliberations. Ashworth Velmoran continues to serve as counsel to the Company on operational, transactional, and regulatory matters not directly related to the Board's independent deliberations concerning the activist campaign described below.
BACKGROUND RECITALS.  WHEREAS, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership with its principal office at 590 Lexington Avenue, 34th Floor, New York, New York 10022, whose general partner is Corvus Peak Management LLC, a Delaware limited liability company, has acquired beneficial ownership of approximately 8.7% of the Company's outstanding shares of common stock, representing approximately 35,896,200 shares out of a total of 412,600,000 shares of common stock issued and outstanding, as disclosed in Corvus Peak's amended Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on February 26, 2024 (the "Amended 13D");
WHEREAS, Corvus Peak's initial Schedule 13D was filed with the SEC on January 18, 2024 (the "Initial 13D"), disclosing beneficial ownership of approximately 6.1% of the Company's outstanding shares of common stock, and the Amended 13D reflected an increase in Corvus Peak's beneficial ownership from approximately 6.1% to approximately 8.7%, acquired at an average cost basis of approximately $20.97 per share, representing a total aggregate investment of approximately $752.8 million;
WHEREAS, Corvus Peak's founding partner and Chief Investment Officer is Damien Solberg, and the Corvus Peak campaign with respect to the Company (the "Activist Campaign") is managed on a day-to-day basis by portfolio manager Erin Nakamura, and Corvus Peak's total assets under management are approximately $7.2 billion;
WHEREAS, on February 12, 2024, Corvus Peak sent a letter (the "Demand Letter") to the Board, a copy of which was publicly disseminated by Corvus Peak via press release and posting on Corvus Peak's website, demanding that the Board take the following actions: (i) the appointment of two new independent directors with operational and digital media expertise, (ii) the initiation and completion of a comprehensive strategic review of the Company's business segments, portfolio composition, and capital allocation strategy, and (iii) the adoption and public announcement of a formal Chief Executive Officer succession plan with defined timelines and criteria;
WHEREAS, on March 1, 2024, Corvus Peak submitted formal director nominations for the Company's 2024 Annual General Meeting of Stockholders (the "2024 AGM"), nominating the following three individuals as candidates for election to the Board: (i) Malcolm Trask, age 58, former Chief Executive Officer of Archway Digital Holdings Inc., a publicly traded digital media company; (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.;
WHEREAS, the nominations were submitted within the advance notice window established by Article II, Section 11 of the Bylaws, which requires delivery of stockholder nominations no earlier than 120 days and no later than 90 days before the first anniversary of the prior year's annual meeting of stockholders, and the Company's 2023 Annual General Meeting having been held on June 9, 2023, the resulting advance notice window opened on February 10, 2024 and closed on March 11, 2024, and accordingly the nominations dated March 1, 2024 were timely;
WHEREAS, Marcus Vane resigned from his positions as Chief Executive Officer and Director of the Company effective March 8, 2024, following discussions with the Board regarding the Company's strategic direction and the Board's response to the Activist Campaign, and the Board designated Priya Nair-Whitfield, then serving as Chief Operating Officer, as Interim Chief Executive Officer effective as of March 8, 2024, pending the completion of a formal CEO succession process;
WHEREAS, pursuant to the terms of Mr. Vane's employment agreement with the Company dated as of September 15, 2019, as amended (the "Vane Employment Agreement"), Mr. Vane is entitled to severance compensation in the aggregate amount of approximately $14.8 million, comprising two times his annual base salary of $2,400,000 ($4,800,000), two times his target annual bonus of $2,400,000 ($4,800,000), and approximately $5,200,000 in accelerated vesting of outstanding equity awards, subject to Mr. Vane's execution and non-revocation of a general release of claims, and Mr. Vane is bound by a non-competition covenant of 18 months' duration, expiring on September 8, 2025, as well as customary non-solicitation and confidentiality covenants;
WHEREAS, on March 12, 2024, the Board engaged Calderwood & Harkness LLP as independent governance counsel to advise the Board in connection with the CEO succession process and the Company's response to the Activist Campaign, the Board having determined that the Company's standing outside counsel, Ashworth Velmoran LLP, which has served as primary outside counsel to the Company's management since 2017, may be perceived as management-aligned given the circumstances and that the retention of independent counsel was advisable to ensure the Board's fiduciary obligations were satisfied and to preserve the independence of the Board's decision-making process;
WHEREAS, on March 15, 2024, the Nominating and Governance Committee of the Board retained Hargrove Tate Partners LLC ("Hargrove Tate"), a nationally recognized executive search firm with offices at 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116 (lead partner: Christine Aldridge), to conduct the CEO succession search at a flat fee of $750,000 plus reimbursement of reasonable out-of-pocket expenses, and Hargrove Tate has commenced the engagement and is in the process of identifying and evaluating potential candidates;
WHEREAS, on March 18, 2024, the Board formed a Special Committee (the "Special Committee") consisting of three independent, non-executive directors — Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — with the mandate to oversee the CEO succession process, coordinate the Board's response to the Activist Campaign (including the proxy contest described below), and evaluate and make recommendations to the full Board regarding defensive measures and shareholder engagement strategy;
WHEREAS, on April 1, 2024, Corvus Peak filed a preliminary proxy statement on Schedule 14A with the SEC (the "Corvus Peak Preliminary Proxy") in connection with the solicitation of proxies seeking the election of its three nominees — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — at the 2024 AGM in opposition to the Company's slate of director nominees;
WHEREAS, on April 5, 2024, the Company filed its own preliminary proxy statement on Schedule 14A with the SEC (the "Company Preliminary Proxy") recommending the re-election of incumbent directors standing for election at the 2024 AGM;
WHEREAS, the contested election at the 2024 AGM triggers a plurality voting standard under Article II, Section 7 of the Bylaws, pursuant to which the nominees receiving the greatest number of affirmative votes cast shall be elected as directors, rather than the majority voting standard applicable to uncontested elections;
WHEREAS, in the context of the ongoing proxy contest and Corvus Peak's accumulation of shares of the Company's common stock as reflected in the Initial 13D and Amended 13D, the Board considered whether to adopt a shareholder rights plan — commonly referred to as a "poison pill" — as a potential defensive measure to deter further accumulation of shares by Corvus Peak or any other party and to preserve the Board's ability to negotiate on behalf of all stockholders;
WHEREAS, Calderwood & Harkness delivered a detailed memorandum to the Board dated April 8, 2024 (the "Rights Plan Analysis"), attached hereto as Exhibit A (incorporated by reference; not physically attached to this draft resolution but maintained in the corporate records of the Company under the care of the Corporate Secretary), analyzing the legal framework governing shareholder rights plans under Delaware law, including the foundational authority established in Moran v. Household International, Inc., 500 A.2d 1346 (Del. 1985) (upholding the facial validity of rights plans), the proportionality standard set forth in Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985) (requiring directors to demonstrate reasonable grounds for believing a danger to corporate policy and effectiveness exists and that the defensive measure is reasonable in relation to the threat posed), and as further refined by Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995) (articulating that defensive measures must not be coercive or preclusive and must fall within a "range of reasonableness"), as well as the enhanced scrutiny applied under Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988) (where actions taken for the primary purpose of interfering with the shareholder franchise are subject to a "compelling justification" standard);
WHEREAS, Nathaniel Bower of Calderwood & Harkness presented the Rights Plan Analysis to the Board during the Meeting, summarized its principal conclusions, and responded to questions and comments from each of the directors present, and the Board engaged in extended deliberation regarding the Rights Plan Analysis and its implications;
WHEREAS, the Rights Plan Analysis concluded that:
(a) Corvus Peak's current beneficial ownership of approximately 8.7% of the Company's outstanding shares of common stock does not constitute a "creeping control" threat that would justify the adoption of a rights plan under the Unocal framework, as an 8.7% stake is well below any threshold at which a hostile acquiror or activist investor could exercise de facto control over the Company, and the Delaware Court of Chancery has generally viewed rights plans triggered at such low thresholds with skepticism;
(b) The primary purpose of adopting a rights plan at this juncture, given the context and timing, would be to defend against a proxy contest and to impede the ability of Corvus Peak to accumulate additional shares in support of its proxy solicitation, rather than to protect stockholders from a coercive accumulation or hostile tender offer, and such a purpose would be subject to heightened judicial scrutiny under Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), which requires a "compelling justification" for board actions taken primarily to interfere with or impede the exercise of the stockholder franchise;
(c) Under the Unocal proportionality test, the Board would be required to demonstrate, at the first prong, that it had reasonable grounds for believing that a danger to corporate policy and effectiveness existed, and at the second prong, that the defensive measure adopted was reasonable in relation to the threat posed — a rights plan triggered at a level near or below Corvus Peak's current 8.7% stake would likely be viewed by the Delaware courts as disproportionate to the threat, particularly in the absence of a hostile tender offer or an imminent threat of creeping control;
(d) Adoption of a rights plan at this time would almost certainly provoke negative voting recommendations from the two leading proxy advisory firms, Cobalt Ridge Solutions ("ISS") and Aldermere & Co. ("Tarrant Partners LLC"), both of which have well-established policies disfavoring poison pills adopted in the context of proxy contests, and such adverse recommendations would materially worsen the Company's competitive position in the ongoing proxy contest given that a significant percentage of the Company's institutional stockholders rely on ISS and Tarrant Partners LLC recommendations in casting their proxy votes;
(e) Corvus Peak's stated objectives — board refreshment, a strategic review, and CEO succession planning — are governance-oriented proposals directed at the composition and policies of the Board, rather than value-extractive proposals designed to capture a control premium or extract short-term value at the expense of long-term stockholders, and the governance-oriented nature of Corvus Peak's demands further undermines the justification for a defensive measure of the magnitude and character of a shareholder rights plan; and
(f) In light of the foregoing considerations, Calderwood & Harkness recommended that the Board decline to adopt a shareholder rights plan at this time;
WHEREAS, the Board also considered the Company's other available defensive measures as set forth in a supplemental memorandum prepared by Calderwood & Harkness dated April 12, 2024 (the "Defensive Measures Memorandum"), attached hereto as Exhibit B (to be delivered and incorporated by reference upon completion), including but not limited to enhanced shareholder engagement and investor relations initiatives, the initiation of a proactive strategic alternatives review, enforcement of the advance notice provisions of the Bylaws, and targeted corporate governance enhancements designed to address the specific concerns raised by Corvus Peak and by the Company's broader institutional investor base;
WHEREAS, the Board discussed the matter at length during the Meeting, including extensive discussion regarding the following matters: (i) the possibility of adopting a rights plan in "shelf" or "shadow" form — that is, a rights plan fully drafted and approved by the Board but not yet distributed to stockholders or publicly announced — to be held in reserve for rapid deployment in the event that Corvus Peak's stake were to increase to a level that poses a genuine threat of creeping control or in the event of an unsolicited acquisition proposal; and (ii) the Board's continuing fiduciary obligations under Delaware law to remain open to reconsidering the adoption of a rights plan in the future should circumstances change materially, and the Board's authority under Section 157 of the DGCL to issue rights or options at any time;
WHEREAS, the Board noted for the record that the Company maintains a directors' and officers' liability insurance policy (the "D&O Policy") issued by Helmsley Indemnity Corp. (policy number HIC-DOL-2024-009347), providing coverage of $75,000,000 per occurrence and $150,000,000 in the aggregate, with an annual premium of approximately $3,800,000, for the policy period January 1, 2024 through December 31, 2024, and that the fiduciary decisions of the directors taken in good faith in the exercise of their business judgment would be covered under the terms of the D&O Policy, subject to customary exclusions and conditions; and
WHEREAS, the Board noted for the record that, as of March 1, 2024, the Company had a market capitalization of approximately £6.82 billion (approximately $8.65 billion at an exchange rate of $1.2683 per pound sterling), reported fiscal year 2023 revenue of $4.37 billion, and reported fiscal year 2023 adjusted EBITDA of $812 million (representing an adjusted EBITDA margin of approximately 18.6%), and employed approximately 23,400 persons worldwide across four principal business segments: Streaming & Digital Content (contributing approximately 42% of consolidated revenue), Live Entertainment & Events (contributing approximately 24% of consolidated revenue), E-Commerce & Merchandising (contributing approximately 19% of consolidated revenue), and Advertising & Brand Partnerships (contributing approximately 15% of consolidated revenue).
RESOLVING CLAUSES
Resolution 1 — Determination That Adoption of a Shareholder Rights Plan Is Not in the Best Interests of the Company and Its Stockholders at This Time
NOW, THEREFORE, BE IT RESOLVED, that the Board, after careful and extensive deliberation, and having considered the Rights Plan Analysis and the recommendation of Calderwood & Harkness LLP, the Company's independent governance counsel, and having exercised its fiduciary duties of care and loyalty under the DGCL, including Sections 141(a) and 102(b)(7) thereof, and having weighed the potential benefits and risks associated with the adoption of a shareholder rights plan, hereby determines that the adoption of a shareholder rights plan (commonly known as a "poison pill"), whether in the form of a traditional "flip-in" plan, a "flip-over" plan, a "dead-hand" plan, a "slow-hand" plan, or any other variant thereof, is not in the best interests of the Company or its stockholders at this time, based on the following specific findings:
(a) No Creeping Control Threat. Corvus Peak's beneficial ownership of approximately 8.7% of the Company's outstanding shares of common stock does not constitute a "creeping control" threat or otherwise pose a danger to corporate policy and effectiveness within the meaning of the first prong of the Unocal standard. An 8.7% stake is well below any threshold at which a single stockholder or group of stockholders could exercise de facto control over the Company, and there is no evidence in the record before the Board that Corvus Peak intends to acquire control of the Company through open market purchases or otherwise;
(b) Unocal Proportionality. Even assuming the Board could articulate reasonable grounds for believing that a threat existed, the adoption of a shareholder rights plan triggered at or near the current level of Corvus Peak's ownership would likely fail the second prong of the Unocal proportionality test, as the Delaware courts would likely view such a defensive measure as disproportionate and potentially preclusive of a legitimate proxy contest;
(c) Blasius Enhanced Scrutiny. Given the timing and context of the consideration — namely, the pendency of Corvus Peak's proxy contest for the election of directors at the 2024 AGM — any adoption of a rights plan at this juncture would be subject to the enhanced scrutiny articulated in Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), requiring the Board to demonstrate a "compelling justification" for taking action the primary purpose of which is to interfere with or impede the exercise of the stockholder franchise, and the Board does not believe that such a compelling justification exists under the present circumstances; and
(d) Adverse Proxy Advisory Impact. The adoption of a shareholder rights plan would almost certainly result in negative recommendations from ISS and Tarrant Partners LLC with respect to the Company's director nominees and proxy proposals at the 2024 AGM, and such adverse recommendations would materially and adversely affect the Company's prospects in the ongoing proxy contest, thereby undermining the very interests the rights plan would be intended to protect.
Resolution 2 — Reservation of Authority to Reconsider
RESOLVED FURTHER, that the Board expressly reserves its authority and fiduciary right, exercisable at any time and from time to time, to adopt a shareholder rights plan at any future date should circumstances change materially, including but not limited to: (i) a significant increase in Corvus Peak's beneficial ownership of the Company's shares of common stock to a level that, in the Board's good faith judgment, poses a genuine threat of creeping control; (ii) the emergence of an unsolicited, hostile, or otherwise coercive acquisition proposal or tender offer for the Company's shares; (iii) the accumulation of a significant stake in the Company by any third party, whether alone or as part of a group acting in concert, under circumstances that the Board determines pose a threat to corporate policy and effectiveness; or (iv) any other material change in circumstances that the Board, in the exercise of its fiduciary duties and informed business judgment, determines warrants the adoption of such a plan. Nothing in these resolutions shall be construed as a waiver, limitation, or relinquishment of the Board's power under Section 157 of the DGCL to authorize and issue rights, options, or warrants, or of any other power vested in the Board under the DGCL, the Company's Amended and Restated Certificate of Incorporation (as amended), or the Bylaws.
Resolution 3 — Rejection of "Shadow Pill" Adoption at This Time
RESOLVED FURTHER, that the Board, having considered at length the option of adopting a shareholder rights plan in "shelf" or "shadow" form — that is, a rights plan fully drafted, reviewed, negotiated, and approved by the Board, with a designated rights agent, but not yet distributed to stockholders or publicly announced — hereby declines to adopt such a shadow pill at this time, on the basis that:
(a) The adoption of a shadow pill, even if not triggered or publicly announced, carries a material risk of public disclosure through SEC filing requirements, litigation discovery, Freedom of Information Act requests (to the extent applicable), media reporting, or other channels, and such disclosure could provoke the same adverse proxy advisory firm reactions and negative stockholder sentiment as a fully deployed rights plan; and
(b) The Board retains the practical and legal ability to adopt a shareholder rights plan on short notice — including, if necessary, between regularly scheduled Board meetings through action by written consent or telephonic meeting — if circumstances arise that warrant such action, and accordingly the incremental benefit of maintaining a pre-drafted shadow pill in reserve does not, in the Board's judgment, outweigh the risks associated with its adoption.
Resolution 4 — Direction to Counsel Regarding Defensive Strategy
RESOLVED FURTHER, that the Board hereby directs Calderwood & Harkness LLP to continue to advise the Board and the Special Committee on alternative defensive measures and strategies in connection with the Corvus Peak proxy contest and the Activist Campaign, consistent with the Board's fiduciary duties under the DGCL and the analytical framework set forth in the Defensive Measures Memorandum dated April 12, 2024. Calderwood & Harkness is further directed to provide the Board and the Special Committee with periodic updates regarding developments in the proxy contest, changes in Corvus Peak's ownership position (as disclosed in SEC filings or otherwise brought to Calderwood & Harkness's attention), and any emerging legal developments relevant to the Board's defensive posture. Calderwood & Harkness shall coordinate with Ashworth Velmoran LLP as appropriate on matters of securities law compliance and disclosure, subject to the direction of the Chair and the Special Committee regarding the scope and manner of such coordination.
Resolution 5 — Direction to Management Regarding Communications
RESOLVED FURTHER, that the Company's officers, employees, agents, and advisors, including but not limited to the Interim Chief Executive Officer, the Chief Financial Officer, the General Counsel and Corporate Secretary, and any communications or investor relations personnel, are hereby directed not to make any public statements, press releases, investor communications, analyst briefings, or social media posts regarding the Board's consideration, evaluation, or rejection of a shareholder rights plan, or regarding the Board's deliberations concerning defensive measures generally, without the prior express authorization of the Chair of the Board, Dame Elspeth Greenvale, given in consultation with Nathaniel Bower and Colette Whitman of Calderwood & Harkness LLP. This direction extends to all communications with the press, the investment community, proxy advisory firms, stockholders, and any other third parties, and any violation of this direction shall be considered a serious breach of the communicating party's obligations to the Company.
Resolution 6 — Disclosure Considerations
RESOLVED FURTHER, that the Board hereby directs Nadine Khalil, General Counsel and Corporate Secretary, in consultation with Calderwood & Harkness LLP and Ashworth Velmoran LLP, to evaluate any disclosure obligations arising under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder, including in connection with the Company's proxy filings on Schedule 14A and any amendments thereto, as well as any disclosure obligations arising under the Disclosure Guidance and Transparency Rules ("DTRs") published by the United Kingdom Financial Conduct Authority ("FCA") applicable to the Company by virtue of its secondary listing on the Main Market of the London Stock Exchange (ticker: AGMG.L), including DTR 2 (inside information) and DTR 6 (continuing obligations and access to information). The Board further directs Nadine Khalil and counsel to include appropriate disclosure regarding the Board's consideration and rejection of a shareholder rights plan in the Company's definitive proxy statement to be filed with the SEC in connection with the 2024 AGM, to the extent that such disclosure is required by applicable law or regulation or is determined to be advisable in the judgment of counsel, and to present such proposed disclosure to the Board or the Special Committee for review and approval prior to filing.
Resolution 7 — Ratification of Advisor Actions
RESOLVED FURTHER, that all actions heretofore taken by the officers, agents, employees, and advisors of the Company in connection with the evaluation of a shareholder rights plan, including but not limited to the engagement of Calderwood & Harkness LLP as independent governance counsel, the consultations between Calderwood & Harkness and the Board and the Special Committee, the preparation and delivery of the Rights Plan Analysis and the Defensive Measures Memorandum, the coordination between Calderwood & Harkness and Ashworth Velmoran on matters of securities law compliance, and all other actions taken in furtherance of the matters addressed by these resolutions, are hereby ratified, confirmed, and approved in all respects as the valid and binding acts of the Company.
Resolution 8 — Authorization of Further Actions
RESOLVED FURTHER, that each of the officers of the Company, including Nadine Khalil in her capacity as General Counsel and Corporate Secretary and Garrett Voss in his capacity as Chief Financial Officer, and any other duly authorized officer of the Company, is hereby authorized, empowered, and directed, acting singly or jointly, to take all such further actions and to execute, deliver, and file all such further documents, instruments, certificates, and agreements as may be necessary, desirable, or appropriate to carry out the purposes and intent of the foregoing resolutions, with such modifications, additions, or changes thereto as the officer or officers taking such action shall deem necessary or appropriate, the taking of any such action or the execution of any such document to be conclusive evidence of such officer's determination that such action or document was necessary, desirable, or appropriate.
ATTESTATION AND CERTIFICATION
The undersigned hereby attest and certify as follows:
I, Dame Elspeth Greenvale, in my capacity as Independent Non-Executive Chair of the Board of Directors of Aurelius Global Media Group PLC, do hereby attest that the foregoing resolutions were presented to, considered by, and approved by the Board of Directors at a duly convened special meeting of the Board held on April 10, 2024, at which a quorum of directors was present and acting throughout, and that the resolutions were adopted by the unanimous vote of all directors present.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Dame Elspeth Greenvale
Title: Independent Non-Executive Chair, Board of Directors
Date: April 10, 2024
I, Nadine Khalil, in my capacity as General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, do hereby certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at a special meeting of the Board held on April 10, 2024, that such meeting was duly called and convened in accordance with the Company's Amended and Restated Bylaws and the Delaware General Corporation Law, that a quorum of directors was present and acting throughout 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.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Nadine Khalil
Title: General Counsel and Corporate Secretary
Date: April 10, 2024
ANNEXES AND EXHIBITS
Exhibit A: Calderwood & Harkness LLP Memorandum Re: Shareholder Rights Plan Analysis (Poison Pill), dated April 8, 2024. Incorporated by reference into these resolutions. This memorandum is not physically attached to this draft resolution but is maintained in the corporate records of the Company under the care of the Corporate Secretary and is available for inspection by any director upon request. The memorandum is subject to the attorney-client privilege and the attorney work product doctrine and shall not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP and the Board of Directors.
Exhibit B: Calderwood & Harkness LLP Memorandum Re: Defensive Measures Available to the Board, dated April 12, 2024. To be delivered upon completion and incorporated by reference into these resolutions upon delivery. This memorandum will be maintained in the corporate records of the Company under the care of the Corporate Secretary and will be subject to the same privilege protections as Exhibit A.
DOCUMENT CONTROL
DRAFT — For Discussion Purposes Only
Prepared by Calderwood & Harkness LLP 787 Seventh Avenue, New York, NY 10019 / 25 Bishopsgate, London EC2N 3AR Matter No. 1017-00002
Distribution List: Board of Directors of Aurelius Global Media Group PLC (all members); Nadine Khalil, General Counsel and Corporate Secretary; Calderwood & Harkness LLP engagement team: Nathaniel Bower (Responsible Partner), Colette Whitman (Billing Partner), Jeffrey Zhou (Senior Associate), Margaret Walsh (Associate).
This document is the property of Aurelius Global Media Group PLC and is subject to the attorney-client privilege and the attorney work product doctrine. Unauthorized copying, distribution, or disclosure is strictly prohibited.

AURELIUS GLOBAL MEDIA GROUP PLC

RESOLUTIONS OF THE BOARD OF DIRECTORS

PREAMBLE AND RECITALS

RESOLVING CLAUSES

ATTESTATION AND CERTIFICATION

AURELIUS GLOBAL MEDIA GROUP PLC

AURELIUS GLOBAL MEDIA GROUP PLC

ANNEXES AND EXHIBITS

DOCUMENT CONTROL

Record

Parties

Dates

Amounts