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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

AURELIUS GLOBAL MEDIA GROUP PLC

RESOLUTIONS OF THE BOARD OF DIRECTORS

Adopted at a Special Meeting of the Board of Directors Held on June 1, 2024

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

June 1, 2024

Distribution: Board of Directors and General Counsel only. This document constitutes a privileged and confidential attorney-client communication prepared by Calderwood & Harkness LLP at the direction of the Board of Directors of Aurelius Global Media Group PLC. Unauthorized reproduction or distribution is strictly prohibited.

For consideration at a special meeting of the Board of Directors held on June 1, 2024.

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I. PREAMBLE AND RECITALS

A. Identification of the Company

These resolutions are adopted by the Board of Directors (the "Board") of Aurelius Global Media Group PLC (the "Company"), a public limited company incorporated under the laws of the State of Delaware and registered as an overseas company in England and Wales, with its principal executive offices located at 14 Sceptre Row, London EC2V 7QN, United Kingdom. The Company's common shares are listed and traded on the New York Stock Exchange under the ticker symbol "AGMG" and on the London Stock Exchange Main Market under the ticker symbol "AGMG.L." The Company's Delaware file number is 4827193, and its U.S. Employer Identification Number (EIN) is 26-4831097. The Company's registered agent in the State of Delaware is Pinnacle Corporate Services Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.

B. Recital of Board Meeting Convocation

A special meeting of the Board of Directors of the Company was duly called and convened on June 1, 2024 (the "Meeting"), in accordance with proper notice delivered to all directors pursuant to Article III, Section 3.4 of the Company's Amended and Restated Bylaws, as amended and restated effective March 22, 2022 (the "Bylaws"), and the applicable provisions of the Delaware General Corporation Law (the "DGCL"). A quorum was present at the Meeting and acted throughout, consisting of the following nine (9) directors:

1. Dame Elspeth Greenvale — Independent Non-Executive Chair

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

3. Tobias Kessler — Independent Non-Executive Director; Chair, Special Committee

4. Lucinda Farrow-Grant — Independent Non-Executive Director; Member, Special Committee

5. Reginald Osei — Independent Non-Executive Director

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

7. Hugh Pemberton — Non-Executive Director

8. Dr. Anwen Llewellyn — Independent Non-Executive Director; Member, Special Committee

9. Garrett Voss — Independent Non-Executive Director

The Board noted that the tenth seat on the Board remains vacant following the resignation of Marcus Vane, which was effective March 8, 2024. As of the date hereof, the Board consists of nine (9) serving directors, and the quorum requirement under Article III, Section 3.7 of the Bylaws (a majority of the total number of directors then in office) was satisfied by the attendance of all nine (9) serving directors.

Also in attendance at the Meeting, in a non-voting capacity, were:

• Nadine Khalil, General Counsel and Corporate Secretary of the Company, serving in her capacity as Corporate Secretary and providing legal counsel to the Board; and

• Nathaniel Bower, Responsible Partner, Calderwood & Harkness LLP, attending as independent governance counsel to the Board.

Proper notice of the Meeting was provided to each director in accordance with the Bylaws and the DGCL, and each director present confirmed receipt of such notice and waived any objection to the timeliness or form thereof.

C. Background Recitals

C.1 Corvus Peak Activist Campaign

WHEREAS, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership whose general partner is Corvus Peak Management LLC, has disclosed beneficial ownership of approximately 8.7% of the Company's outstanding common shares, representing approximately 35,896,200 shares out of 412,600,000 shares of the Company's common stock outstanding as of the record date, as reported 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 founding partner and Chief Investment Officer is Damien Solberg, and the campaign with respect to the Company is managed by Erin Nakamura, a portfolio manager at Corvus Peak;

WHEREAS, Corvus Peak is represented in connection with its activist campaign by the law firm of Blackthorn Howell & Crane LLP, with Dominic Sayer serving as lead partner, and Corvus Peak has engaged Falconer Strauss LLC as its proxy solicitor, with Derek Huang serving as the lead contact;

WHEREAS, on February 12, 2024, Corvus Peak delivered a letter (the "Demand Letter") to the Board of Directors, which was publicly disclosed by Corvus Peak simultaneously with its delivery, demanding that the Board take the following actions: (i) appoint two new independent directors to the Board acceptable to Corvus Peak, (ii) undertake a comprehensive strategic review of the Company's operations, capital allocation, and portfolio composition, and (iii) establish and announce a formal succession plan for the Chief Executive Officer position;

WHEREAS, on March 1, 2024, Corvus Peak delivered to the Corporate Secretary of the Company formal nominations of three individuals for election to the Board of Directors at the Company's 2024 Annual General Meeting of Shareholders (the "2024 AGM" or the "Annual General Meeting"), nominating the following persons (collectively, the "Corvus Peak Nominees"):

(i) Malcolm Trask, age 58, the former Chief Executive Officer of Archway Digital Holdings Inc., a publicly traded digital media company, where he served as CEO from 2014 to 2021;

(ii) Vanessa Loring, age 44, a Managing Director at Corvus Peak Capital Partners LP, where she has served since 2018 and is responsible for portfolio company governance engagement; and

(iii) Dr. Raymond Chu, age 61, the former President of Helix Media Networks Inc., a publicly traded media and telecommunications company, where he served as President from 2011 to 2020;

WHEREAS, the nominations submitted by Corvus Peak were delivered within the advance notice window established by Article II, Section 2.9 of the Bylaws, which window opened on February 10, 2024 and closed on March 11, 2024, and the Nominating and Governance Committee of the Board, after consultation with the Corporate Secretary and independent governance counsel, determined that the nominations were procedurally compliant with the requirements of the Bylaws;

C.2 CEO Succession Process

WHEREAS, Marcus Vane resigned from his position as Chief Executive Officer of the Company effective March 8, 2024, and simultaneously resigned from the Board of Directors, creating a vacancy in both the CEO position and on the Board;

WHEREAS, on March 8, 2024, the Board of Directors designated Priya Nair-Whitfield, the Company's Chief Operating Officer, as Interim Chief Executive Officer, effective immediately, to serve in such capacity pending completion of a permanent CEO search process;

WHEREAS, on March 12, 2024, the Board engaged Calderwood & Harkness LLP, a law firm with offices in New York and London, as independent governance counsel to the Board in connection with the Corvus Peak activist campaign, the CEO succession process, and related governance matters;

WHEREAS, on March 15, 2024, the Nominating and Governance Committee of the Board retained Hargrove Tate Partners LLC ("Hargrove Tate"), a leading executive search firm, to conduct a comprehensive search for a permanent Chief Executive Officer, with Christine Aldridge serving as lead partner on the engagement. The engagement was entered into on the basis of a flat fee of $750,000 plus reasonable out-of-pocket expenses, payable in three equal installments, of which only the first installment of $250,000 has been paid as of the date hereof;

WHEREAS, on March 18, 2024, the Board formed a Special Committee of the Board of Directors (the "Special Committee"), consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, each of whom was determined by the Board to be independent within the meaning of the NYSE Listed Company Manual Section 303A and the UK Corporate Governance Code. The Special Committee was vested with authority to (i) oversee the CEO succession process, (ii) coordinate the Board's response to the Corvus Peak activist campaign, and (iii) make recommendations to the full Board regarding the foregoing matters, in each case as set forth in the Special Committee charter adopted on March 18, 2024;

C.3 Proxy Contest Status

WHEREAS, on April 1, 2024, Corvus Peak filed a preliminary proxy statement with the SEC on Schedule 14A, seeking the election of its three nominees — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — to the Board of Directors at the 2024 Annual General Meeting;

WHEREAS, on April 5, 2024, the Company filed its preliminary proxy statement with the SEC on Schedule 14A, recommending the re-election of the Company's incumbent director nominees;

WHEREAS, on May 3, 2024, the Company filed its definitive proxy statement with the SEC on Schedule 14A for the Annual General Meeting scheduled for June 7, 2024, recommending that shareholders vote in favor of the management director slate and against the Corvus Peak Nominees;

WHEREAS, on May 6, 2024, Corvus Peak filed its definitive proxy statement with the SEC on Schedule 14A, soliciting proxies in favor of the election of the three Corvus Peak Nominees at the Annual General Meeting;

WHEREAS, the Company engaged Citrine Advisory Group Inc. ("Citrine"), with Sandra Eriksson serving as the lead contact, as proxy solicitor for the management slate, and Citrine has been actively soliciting proxies in favor of the Company's nominees since the filing of the definitive proxy statement;

WHEREAS, the law firm of Ashworth Velmoran LLP, with Martin Cho serving as lead partner, continues to serve as standing outside counsel to the Company, providing legal advice in connection with the Company's proxy solicitation, SEC filings, and other corporate matters;

C.4 Prior Settlement Proposal and Rejection

WHEREAS, on May 10, 2024, Corvus Peak, through its counsel at Blackthorn Howell & Crane LLP, transmitted to Calderwood & Harkness LLP a written settlement proposal (the "May 10 Proposal") setting forth the following terms: (i) the immediate appointment of two of the three Corvus Peak Nominees to the Board, (ii) the immediate resignation of two incumbent directors to be designated by the Board, and (iii) the suspension of the CEO succession process pending reconstitution of the Board with the newly seated directors;

WHEREAS, on May 12, 2024, after deliberation at a special meeting of the Board of Directors at which a quorum was present and acting throughout, the Board adopted resolutions formally rejecting the May 10 Proposal, determining at that time that the terms proposed by Corvus Peak were not in the best interests of the Company and its shareholders, particularly with respect to the proposed suspension of the CEO succession process and the designation of incumbent directors for resignation;

C.5 Deterioration of Proxy Contest Outlook

WHEREAS, on May 17, 2024, Windermere Pension Trust (the "Windermere Trust"), which holds approximately 4.4% of the Company's outstanding common shares, representing approximately 18,154,400 shares, and whose Chief Investment Officer is Bernard Napier, publicly announced its support for the Corvus Peak director slate by issuing a press release and filing supplemental proxy materials with the SEC;

WHEREAS, on May 17, 2024, Cobalt Ridge Solutions ("ISS"), a leading independent proxy advisory firm, issued its proxy voting recommendation for the 2024 AGM, recommending that shareholders vote in favor of the election of two of the three Corvus Peak Nominees — specifically, Malcolm Trask and Dr. Raymond Chu — while recommending against the election of Vanessa Loring on the grounds that her current employment relationship with Corvus Peak raises independence concerns;

WHEREAS, on May 22, 2024, Westmark Solutions ("Tarrant Partners LLC"), another leading independent proxy advisory firm, issued its proxy voting recommendation for the 2024 AGM, recommending that shareholders vote in favor of the election of all three Corvus Peak Nominees, including Vanessa Loring;

WHEREAS, on May 30, 2024, the Board's independent governance counsel, Calderwood & Harkness LLP, delivered to the Board a settlement analysis memorandum (the "Settlement Analysis"), a summary of which is attached hereto as Exhibit A, recommending that the Board pursue a negotiated resolution of the proxy contest with Corvus Peak in light of the materially deteriorated vote outlook. The Settlement Analysis evaluated multiple settlement configurations, including one-seat, two-seat, and three-seat concession scenarios, and concluded that a two-seat settlement, combined with mutual standstill provisions and governance commitments, represented the optimal configuration from the perspective of preserving the Board's ability to manage the Company's affairs and protect shareholder value;

WHEREAS, Calderwood & Harkness's Settlement Analysis further concluded that, based on available vote projections, preliminary voting trends reported by Citrine Advisory Group Inc., and the endorsements of ISS and Tarrant Partners LLC, a management victory on all contested seats at the 2024 AGM was unlikely without a significant and unforeseen shift in shareholder sentiment, and that a contested loss on two or more seats without a negotiated framework would deprive the Company of the opportunity to secure standstill protections and other governance commitments from Corvus Peak;

C.6 Shareholder Composition Context

WHEREAS, the Board has considered the composition of the Company's shareholder base and the positions of key institutional shareholders in evaluating the proxy contest outlook, including the following significant holders:

The Board noted that Hugh Pemberton, a Non-Executive Director, holds approximately 2.1% of the Company's outstanding common shares, representing approximately 8,664,600 shares, constituting the largest individual holding among the management and Board insiders. The Board further noted that Thorne Capital Management LP and Ridgeway Asset Management Ltd., which together hold approximately 11.4% of the Company's outstanding common shares, have not publicly declared their voting intentions, and that outreach efforts by Citrine Advisory Group Inc. to those shareholders have not resulted in firm commitments to support the management slate;

C.7 Strategic Alternatives Review

WHEREAS, on April 22, 2024, the Board engaged Stonebridge Crane & Co. ("Stonebridge Crane"), with Anil Kapoor-Mehta serving as lead banker, as financial advisor to evaluate strategic alternatives available to the Company, including, without limitation, potential asset dispositions, joint ventures, and change-of-control transactions, as a defensive measure and as part of the Board's ongoing review of options to enhance shareholder value. The engagement terms provide for a monthly advisory 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 within eighteen (18) months of the date of engagement;

WHEREAS, the Board has determined that the settlement discussions authorized by these resolutions do not preclude, suspend, or otherwise terminate the strategic alternatives review being conducted with the assistance of Stonebridge Crane, and that the strategic alternatives review shall continue in parallel with the settlement discussions contemplated herein;

C.8 Fiduciary Duties Context

WHEREAS, the Board has received and considered the advice of Calderwood & Harkness LLP regarding the Board's fiduciary duties under Delaware law, including the obligations of care and loyalty owed by each director to the Company and its shareholders, and the application of the Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), proportionality standard to the Board's response to the Corvus Peak proxy contest, which requires the Board to demonstrate (i) that it had reasonable grounds for believing a danger to corporate policy and effectiveness existed and (ii) that the defensive measures adopted were reasonable in relation to the threat posed;

WHEREAS, the Board has also considered the enhanced scrutiny standard articulated in Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), which applies to board actions taken for the primary purpose of interfering with or impeding the exercise of the shareholder franchise, and has determined, in consultation with Calderwood & Harkness LLP, that the authorization to reopen settlement discussions does not constitute an interference with the shareholder franchise but rather is a measure taken to protect the interests of the Company and all of its shareholders by seeking a negotiated resolution that preserves Board governance continuity, secures standstill and other protective commitments from Corvus Peak, and mitigates the risks associated with a contested election;

WHEREAS, the Board has further considered the totality of the circumstances, including the proxy advisory firm recommendations, the public support of Windermere Pension Trust for the Corvus Peak slate, the preliminary vote projections provided by Citrine Advisory Group Inc., the advice set forth in the Calderwood & Harkness Settlement Analysis, the ongoing CEO succession process, and the interests of the Company's shareholders, employees, customers, and other stakeholders;

WHEREAS, the Board has determined, in the exercise of its informed business judgment and its fiduciary duties of care and loyalty, that it is in the best interests of the Company and its shareholders to authorize the reopening of settlement negotiations with Corvus Peak Capital Partners LP on the terms and subject to the conditions set forth in the operative resolutions below;

NOW, THEREFORE, BE IT RESOLVED, as follows:

II. OPERATIVE RESOLUTIONS

Resolution 1: Authorization to Reopen Settlement Discussions

RESOLVED, that the Board of Directors of the Company hereby authorizes and directs Dame Elspeth Greenvale, in her capacity as Independent Non-Executive Chair of the Board, and the Special Committee of the Board (consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn), acting jointly and not severally, to reopen and conduct settlement negotiations with Corvus Peak Capital Partners LP and its legal counsel, Blackthorn Howell & Crane LLP (lead partner: Dominic Sayer), and its proxy solicitor, Falconer Strauss LLC (lead contact: Derek Huang), regarding the pending proxy contest for the election of directors at the 2024 Annual General Meeting of Shareholders of the Company, which Annual General Meeting is currently scheduled to be held on June 7, 2024. The Chair and Special Committee are authorized to initiate contact with Corvus Peak or its representatives promptly following the adoption of these resolutions.

Resolution 2: Scope of Negotiating Authority

RESOLVED, that Dame Elspeth Greenvale, as Independent Non-Executive Chair, and the Special Committee are hereby authorized to negotiate the terms of a potential cooperation agreement (a "Cooperation Agreement") with Corvus Peak Capital Partners LP, which may include, without limitation, the following terms and provisions:

(a) Board Composition. The appointment or nomination of up to two (2) Corvus Peak director nominees to the Board of Directors of the Company, whether by immediate appointment to fill existing or newly created vacancies, by inclusion on the management slate for election at the 2024 AGM, or by such other mechanism as may be agreed, subject to the customary director qualification requirements set forth in the Bylaws and applicable law, including any independence requirements imposed by the NYSE Listed Company Manual and the UK Corporate Governance Code;

(b) Mutual Standstill Provisions. Mutual standstill provisions governing Corvus Peak's beneficial ownership of the Company's securities and future activist activities during a specified standstill period, including without limitation: a cap on Corvus Peak's beneficial ownership of the Company's outstanding common shares, restrictions on the acquisition of additional shares above such cap, restrictions on Corvus Peak's ability to nominate directors or submit shareholder proposals outside the terms of the Cooperation Agreement, restrictions on Corvus Peak's ability to solicit proxies or participate in any solicitation in opposition to the Board's recommendations, restrictions on public campaigns or statements critical of the Board or management, and restrictions on the formation of any "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with other shareholders;

(c) CEO Succession Process. Provisions regarding the CEO succession process, including, if appropriate and consistent with the Board's fiduciary duties, the inclusion of one Corvus Peak nominee on a reconstituted CEO search committee, the continuation of the engagement of Hargrove Tate Partners LLC (lead partner: Christine Aldridge) as executive search firm, and the preservation of the Board's ultimate authority over the selection and appointment of a permanent Chief Executive Officer;

(d) Withdrawal of Proxy Solicitation. The withdrawal by Corvus Peak of its definitive proxy statement and proxy solicitation in respect of any Board seats that are the subject of the settlement, and the direction by Corvus Peak to Falconer Strauss LLC to cease all proxy solicitation activities with respect to such seats;

(e) Governance Commitments. Mutual governance commitments by both parties, including without limitation: voting commitments by Corvus Peak to support the management director slate for uncontested seats and other Board-recommended proposals at the 2024 AGM and any subsequent annual general meetings during the standstill period, information-sharing protocols between the Company and any Corvus Peak-designated directors (subject to applicable confidentiality obligations and insider trading restrictions), commitments regarding Board meeting attendance and committee participation by any Corvus Peak-designated directors, and agreement by Corvus Peak to abide by all Company policies applicable to directors, including the Company's Code of Business Conduct and Ethics, Insider Trading Policy, and related governance policies;

(f) Additional Terms. Such other terms as the Chair and Special Committee deem appropriate, advisable, and in the best interests of the Company and its shareholders, in the exercise of their fiduciary duties, including but not limited to: provisions regarding the resignation or removal of any Corvus Peak-designated director who ceases to satisfy agreed qualification criteria, provisions regarding Corvus Peak's rights in the event of a change-of-control transaction, and provisions regarding information rights and observer rights, if any.

The foregoing list of potential terms is illustrative and not exhaustive. The Chair and Special Committee shall have discretion to raise and discuss additional terms and provisions not enumerated herein, provided that any such terms and provisions are consistent with the Board's fiduciary duties and the intent of these resolutions.

Resolution 3: Limitation on Binding Authority

RESOLVED, that notwithstanding anything in the foregoing Resolution 1 or Resolution 2 to the contrary, Dame Elspeth Greenvale and the Special Committee are authorized to negotiate but are not authorized to execute, deliver, or bind the Company to any settlement, cooperation agreement, or other definitive agreement or binding arrangement with Corvus Peak Capital Partners LP, any of its affiliates, or any of its representatives, without the prior approval of the full Board of Directors by resolution duly adopted at a meeting of the Board at which a quorum is present and acting throughout.

Any proposed definitive Cooperation Agreement or other settlement arrangement, including all material terms, conditions, and ancillary documents thereof, shall be submitted to the full Board of Directors for review, deliberation, and approval before any such agreement is executed or delivered on behalf of the Company. For the avoidance of doubt, neither the Chair nor any member of the Special Committee shall have authority to make any binding commitment, issue any binding term sheet, or execute any letter of intent or memorandum of understanding that would purport to obligate the Company to enter into a definitive agreement, without the prior approval of the full Board.

Resolution 4: Engagement of Advisors

RESOLVED, that Dame Elspeth Greenvale and the Special Committee are hereby authorized to engage and consult with the following advisors in connection with the settlement negotiations authorized by these resolutions, at the Company's expense:

(a) Calderwood & Harkness LLP (independent governance counsel to the Board), with Nathaniel Bower serving as Responsible Partner, Colette Whitman serving as Billing Partner, Audrey Zhou serving as Lead Associate, and Brendan Walsh serving as Working Associate, offices at 787 Seventh Avenue, New York, NY 10019 and 25 Bishopsgate, London EC2N 3AR;

(b) Ashworth Velmoran LLP (standing outside counsel to the Company), with Martin Cho serving as lead partner;

(d) Citrine Advisory Group Inc. (proxy solicitor for the management slate), with Sandra Eriksson serving as lead contact; and

(e) Such other legal, financial, communications, governance, or other advisors as the Chair and Special Committee may deem necessary, appropriate, or desirable in connection with the settlement negotiations, subject to the Company's customary engagement and fee approval procedures.

The General Counsel, Nadine Khalil, shall coordinate with each of the foregoing advisors as necessary to facilitate efficient and effective communication and to avoid unnecessary duplication of effort and expense.

Resolution 5: Coordination with Proxy Solicitation

RESOLVED, that the Company's proxy solicitation efforts in connection with the 2024 Annual General Meeting shall continue in full force and effect, in parallel with and without interruption by the settlement discussions authorized herein. Nothing in these resolutions shall be construed to suspend, delay, terminate, or otherwise interfere with:

(a) the Company's definitive proxy statement filed with the SEC on May 3, 2024;

(b) the ongoing solicitation of proxies by the Company and Citrine Advisory Group Inc. in favor of the management director slate for the June 7, 2024 Annual General Meeting;

(c) any communications by the Company, its directors, its officers, or its advisors with shareholders of the Company in connection with the proxy solicitation; or

(d) any supplemental proxy materials or additional filings with the SEC that the Company's counsel may determine to be necessary or advisable.

The Chair and Special Committee shall coordinate with Citrine Advisory Group Inc. (Sandra Eriksson) to ensure continuity of the Company's proxy defense efforts pending any settlement. In the event that a settlement or Cooperation Agreement is reached and approved by the full Board, the Company shall take all steps necessary and appropriate to modify or supplement its proxy solicitation materials and SEC filings to reflect the terms of such settlement, in accordance with applicable securities laws and regulations.

Resolution 6: Confidentiality

RESOLVED, that all settlement negotiations, discussions, proposals, counterproposals, communications, and related materials exchanged between or among the Company, its directors, its officers, its advisors, Corvus Peak Capital Partners LP, and Corvus Peak's advisors in connection with the settlement discussions authorized herein (collectively, "Settlement Communications") shall be conducted on a strictly confidential basis. All directors, officers, employees, and advisors of the Company who participate in, are informed of, or otherwise obtain knowledge of the substance or status of the settlement negotiations are hereby directed to maintain strict confidentiality with respect to all Settlement Communications and shall not disclose any Settlement Communications to any person who is not authorized to receive such information, except as follows:

(a) disclosures required by applicable securities laws and regulations, including the rules and regulations of the SEC, the FCA Disclosure Guidance and Transparency Rules applicable to the Company as an issuer with shares admitted to trading on the London Stock Exchange Main Market, and the listing requirements of the NYSE and the LSE;

(b) disclosures to the Company's legal, financial, and other professional advisors identified in Resolution 4, to the extent necessary for such advisors to provide advice and services in connection with the settlement negotiations; and

The Company shall request that Corvus Peak and its advisors agree to reciprocal confidentiality obligations as a precondition to the commencement of substantive settlement discussions.

Resolution 7: Reporting Obligations

RESOLVED, that Dame Elspeth Greenvale and the Special Committee shall report promptly to the full Board of Directors on the progress of settlement discussions, including the substance of any proposals or counterproposals exchanged, the positions taken by the respective parties, and any developments that may materially affect the Board's evaluation of the merits of a settlement. Such reports shall be provided in any event no later than forty-eight (48) hours after any substantive negotiation session between the Company's representatives and Corvus Peak or its representatives.

In addition, the Chair and Special Committee shall promptly convene a special meeting of the full Board of Directors upon reaching any proposed terms or framework for a settlement that the Chair and Special Committee believe merit consideration by the full Board, or upon the occurrence of any material development in the settlement discussions that, in the judgment of the Chair or any member of the Special Committee, requires the attention or input of the full Board. The General Counsel and Corporate Secretary, Nadine Khalil, shall provide administrative support for the convening of such meetings on an expedited basis, including on less than the notice period otherwise required by the Bylaws if the circumstances so warrant and if all directors consent thereto.

Resolution 8: CEO Succession Process

RESOLVED, that nothing in these resolutions shall be construed as suspending, tabling, modifying, or otherwise affecting the CEO succession process currently being conducted under the oversight of the Special Committee, with the assistance of Hargrove Tate Partners LLC (lead partner: Christine Aldridge) and Brackenridge Howard Associates Inc. (lead consultant: Miriam Estabrook). The Special Committee shall continue to fulfill its duties and exercise its authority under the Special Committee charter adopted on March 18, 2024, in connection with the CEO succession process, including the identification, evaluation, and recommendation of candidates for the position of permanent Chief Executive Officer.

The CEO succession process shall proceed on its existing timeline and in accordance with the Special Committee's existing mandate, unless and until the full Board adopts a resolution modifying the mandate or composition of the Special Committee in connection with a duly approved Cooperation Agreement or settlement that alters the governance arrangements applicable to the succession process. For the avoidance of doubt, the Chair and Special Committee may, in the course of settlement negotiations, discuss the potential inclusion of one Corvus Peak-designated director on a reconstituted CEO search committee, but any such arrangement shall be subject to the approval of the full Board as part of any definitive Cooperation Agreement.

Resolution 9: D&O Insurance Considerations

RESOLVED, that the General Counsel, Nadine Khalil, is hereby directed to promptly contact and confirm with the Company's directors' and officers' liability insurance carrier, Helmsley Indemnity Corp., the following matters in connection with any potential settlement or Cooperation Agreement:

(a) That entry into a settlement or Cooperation Agreement with Corvus Peak would not adversely affect, limit, reduce, void, or otherwise impair coverage under the Company's current D&O insurance policy (Policy No. HIC-DOL-2024-009347; coverage limits: $75,000,000 per occurrence and $150,000,000 in the aggregate; annual premium: $3,800,000; policy period: January 1, 2024 through December 31, 2024) for any director or officer of the Company, including any director who may be asked to resign or who may not stand for re-election pursuant to a settlement;

(b) That tail coverage (also known as "run-off" or "extended reporting period" coverage) under the D&O policy for any director who departs the Board in connection with a settlement will remain available on commercially reasonable terms, and that no action taken in connection with these resolutions or any resulting settlement will trigger any exclusion, limitation, or forfeiture of such tail coverage;

(c) That any Corvus Peak-designated director who is appointed to the Board pursuant to a Cooperation Agreement will be covered under the Company's D&O policy to the same extent as other directors, and that no additional premium or endorsement will be required as a condition of such coverage, or, if an additional premium or endorsement is required, the amount and terms thereof.

The General Counsel shall report the results of such confirmation to the Chair and Special Committee promptly, and in any event before any proposed definitive Cooperation Agreement is submitted to the full Board for approval.

Resolution 10: Forum Selection

RESOLVED, that any Cooperation Agreement, settlement agreement, or other definitive agreement entered into by the Company with Corvus Peak Capital Partners LP in connection with the settlement of the proxy contest shall include a provision designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the Superior Court of the State of Delaware, or, if neither of such courts has jurisdiction, the United States District Court for the District of Delaware) as the exclusive forum for the adjudication of any dispute, claim, or cause of action arising under, in connection with, or relating to such agreement, consistent with the exclusive forum selection provision set forth in Article XI, Section 11.1 of the Company's Amended and Restated Bylaws. The Company's negotiators shall use commercially reasonable efforts to secure Corvus Peak's agreement to such forum selection provision in any definitive agreement.

Resolution 11: General Authorization

RESOLVED, that Dame Elspeth Greenvale, the members of the Special Committee (Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn), the General Counsel and Corporate Secretary (Nadine Khalil), and the officers of the Company are each hereby authorized and empowered, acting individually or jointly, to take all such further actions and to execute and deliver all such further documents, instruments, certificates, notices, consents, and communications as may be necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, including without limitation: scheduling and conducting negotiation sessions, communicating with the Company's advisors, preparing and reviewing draft agreements, coordinating with the Company's proxy solicitor, and making such filings with the SEC, the FCA, the NYSE, and the LSE as may be required or advisable in connection with the matters contemplated by these resolutions.

Resolution 12: Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by any director or officer of the Company, including without limitation Dame Elspeth Greenvale, the members of the Special Committee, the General Counsel, and the officers of the Company, in connection with any preliminary discussions, consultations with advisors, or other preparatory steps regarding the potential reopening of settlement negotiations with Corvus Peak Capital Partners LP, are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Company.

III. CERTIFICATION

The undersigned, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, hereby certifies that the foregoing resolutions were duly proposed, considered, and adopted at a special meeting of the Board of Directors of the Company held on June 1, 2024, at which a quorum consisting of all nine (9) serving directors was present and acting throughout the entirety of the proceedings.

The resolutions set forth in Section II above were adopted by the following vote:

In Favor: __

Against: __

Abstentions: __

[Note: Vote tallies to be completed and inserted at the conclusion of the Meeting.]

The Corporate Secretary further certifies that proper notice of the special meeting was provided to all directors in accordance with the Company's Amended and Restated Bylaws and the Delaware General Corporation Law, that all directors were afforded the opportunity to participate fully in the deliberations, and that the resolutions as set forth herein accurately reflect the actions taken by the Board of Directors at the Meeting.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the date set forth below.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Nadine Khalil

Title: General Counsel and Corporate Secretary

Date: June __, 2024

EXHIBIT A

Summary of Calderwood & Harkness LLP Settlement Analysis Dated May 30, 2024

This summary is provided for the convenience of the Board of Directors and does not constitute the full Settlement Analysis memorandum. The complete memorandum is a privileged and confidential attorney-client communication maintained in the files of Calderwood & Harkness LLP, Matter No. 1017-00002. The summary below is itself privileged and confidential and subject to the same protections as the underlying memorandum.

On May 30, 2024, Calderwood & Harkness LLP delivered to the Board of Directors a comprehensive settlement analysis memorandum (the "Settlement Analysis") evaluating the current posture of the proxy contest with Corvus Peak Capital Partners LP and the relative merits of various settlement configurations. The key conclusions and recommendations of the Settlement Analysis are summarized below.

1. Vote Projections and Proxy Contest Outlook.

The Settlement Analysis concluded that, following the issuance of the ISS recommendation on May 17, 2024 (recommending that shareholders elect two of the three Corvus Peak Nominees — Malcolm Trask and Dr. Raymond Chu) and the Tarrant Partners LLC recommendation on May 22, 2024 (recommending that shareholders elect all three Corvus Peak Nominees), the probability of a management victory on all contested seats at the June 7, 2024 Annual General Meeting has declined materially. Based on vote projections prepared by Citrine Advisory Group Inc. and analyzed by Calderwood & Harkness, the Settlement Analysis estimated that:

• The management slate has a low probability (estimated at less than 25%) of prevailing on all contested seats in a fully contested election;

• Corvus Peak is likely to prevail on at least two seats, with the probability of a two-seat Corvus Peak victory estimated at approximately 55–65%;

• The probability of a three-seat Corvus Peak victory (consistent with the Tarrant Partners LLC recommendation) is estimated at approximately 20–30%;

• The combined endorsement of ISS and Tarrant Partners LLC, together with the public support of Windermere Pension Trust (4.4% of outstanding shares), creates significant momentum in favor of the dissident slate, and the positions of Thorne Capital Management LP (6.3%) and Ridgeway Asset Management Ltd. (5.1%) remain uncertain but, based on governance engagement patterns, are assessed as more likely to tilt toward the Corvus Peak slate than the management slate.

2. Settlement Configuration Analysis.

The Settlement Analysis evaluated three settlement configurations:

(a) One-Seat Concession. The appointment of one Corvus Peak nominee, coupled with a mutual standstill. Calderwood & Harkness concluded that a one-seat concession is unlikely to be accepted by Corvus Peak given the strength of its current position, and that such an offer could be perceived by the market as inadequate and could further erode shareholder confidence in the Board's responsiveness.

(b) Two-Seat Concession (Recommended). The appointment of two Corvus Peak nominees — specifically, Malcolm Trask and Dr. Raymond Chu, consistent with the ISS recommendation — coupled with a mutual standstill of 18 months, an ownership cap of 12% of outstanding shares, Corvus Peak's withdrawal of its proxy solicitation for the two agreed seats, and governance commitments by both parties. Calderwood & Harkness recommended this configuration as the optimal outcome, concluding that it (i) aligns with the ISS recommendation and is therefore likely to be accepted by Corvus Peak and viewed favorably by the market, (ii) preserves a Board majority composed of existing directors, (iii) secures meaningful standstill protections that would not be available in the event of a contested election, (iv) preserves the Board's ability to control the CEO search process, and (v) mitigates the risk of a three-seat loss.

(c) Three-Seat Concession. The appointment of all three Corvus Peak nominees, consistent with the Tarrant Partners LLC recommendation. Calderwood & Harkness concluded that a three-seat concession, while addressing the full scope of Corvus Peak's demands, would result in a disproportionate shift in Board composition and would raise concerns regarding the independence of the Board and the integrity of the CEO succession process, given Vanessa Loring's status as a Managing Director at Corvus Peak. This configuration was not recommended.

3. Recommended Standstill Terms.

The Settlement Analysis recommended that any Cooperation Agreement include the following standstill terms:

• Ownership Cap: Corvus Peak not to beneficially own more than 12% of the Company's outstanding common shares during the standstill period, with a requirement to promptly divest shares in excess of such cap;

• Duration: Standstill period of 18 months, commencing on the date of execution of the Cooperation Agreement and expiring on the earlier of (i) 18 months from such date or (ii) 30 days before the advance notice deadline for the Company's 2026 Annual General Meeting;

• Restrictions on Activism: During the standstill period, Corvus Peak not to nominate directors, submit shareholder proposals, solicit proxies in opposition to the Board, or make public statements critical of the Board, management, or the Company's strategy, except through private communications with the Board or through the Corvus Peak-designated directors;

• Voting Commitment: During the standstill period, Corvus Peak to vote its shares in favor of the Board's recommendations on all matters submitted to shareholders, except for extraordinary transactions.

4. Risk Assessment.

The Settlement Analysis concluded that a failure to reach a negotiated settlement carries the following material risks:

• Loss of all three contested Board seats at the 2024 AGM, resulting in a significant reconstitution of the Board without the benefit of standstill protections, governance commitments, or an orderly transition;

• Loss of Board control over the CEO succession process, with the possibility that a reconstituted Board would terminate or fundamentally alter the Hargrove Tate search engagement;

• Reputational harm to the Company and its remaining directors from a contested election loss, potentially affecting investor confidence, employee morale, and the Company's ability to attract qualified executive and director candidates;

• Increased costs associated with a prolonged proxy fight through the June 7, 2024 AGM, including advisor fees, printing and mailing costs, and management distraction.

5. Full Memorandum.

The complete Settlement Analysis memorandum, including detailed vote projection models, scenario analyses, legal risk assessments, and supporting materials, is maintained in the files of Calderwood & Harkness LLP under Matter No. 1017-00002 and constitutes a privileged and confidential attorney-client communication. Copies of the full memorandum were distributed to directors and the General Counsel under separate cover and are subject to the confidentiality obligations set forth in Resolution 6 of these resolutions.

EXHIBIT B

Key Terms to Be Negotiated (Negotiation Parameters)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION. This exhibit sets forth the negotiation parameters authorized by the Board of Directors. These parameters are confidential and shall not be disclosed to Corvus Peak or any third party, except as authorized by the Board or as necessary in the course of negotiations.

The following sets forth the key terms and negotiation parameters within which the Chair and Special Committee are authorized to conduct settlement discussions with Corvus Peak Capital Partners LP:

1. Board Seats.

The Chair and Special Committee are authorized to offer the appointment or nomination of up to two (2) Corvus Peak director nominees to the Board of Directors. The Board's strong preference, based on the ISS recommendation and the independence analysis conducted by Calderwood & Harkness LLP, is for the two seats to be filled by Malcolm Trask and Dr. Raymond Chu.

The Board notes that Vanessa Loring, as a current Managing Director at Corvus Peak Capital Partners LP, presents significant independence concerns under both the NYSE Listed Company Manual Section 303A and the UK Corporate Governance Code, and her appointment would likely prevent her from being classified as an independent director or from serving on the Audit Committee, Compensation Committee, or Nominating and Governance Committee of the Board. The Chair and Special Committee should resist the inclusion of Vanessa Loring in any settlement, but may consider her inclusion only if (i) Corvus Peak makes her appointment a non-negotiable condition of settlement and (ii) the Chair and Special Committee, in consultation with Calderwood & Harkness LLP, determine that the benefits of settlement outweigh the governance concerns associated with her appointment, subject in all cases to the approval of the full Board.

The mechanism for seating the agreed nominees (whether by appointment to fill vacancies, expansion of the Board, or inclusion on the management slate for election at the AGM) shall be determined during negotiations, with a preference for appointment to fill vacancies created by the resignation of incumbent directors selected by the Board in its discretion.

2. Standstill Provisions.

The Chair and Special Committee shall seek to negotiate mutual standstill provisions with the following target terms:

• Duration: Eighteen (18) months from the date of execution of the Cooperation Agreement, with the standstill expiring no earlier than 30 days before the advance notice deadline for the Company's 2026 Annual General Meeting;

• Ownership Cap: Corvus Peak not to beneficially own more than 12% of the Company's outstanding common shares during the standstill period. The Chair and Special Committee may negotiate an ownership cap as low as 10% or as high as 14%, depending on the overall package of terms, but shall not agree to an ownership cap in excess of 15% without returning to the full Board for further authorization;

• Restrictions: Standard activist standstill restrictions, including prohibitions on additional director nominations, shareholder proposals, proxy solicitations, public campaigns, formation of groups, and tender or exchange offers, subject to customary carve-outs for private communications with the Board and voting at shareholder meetings.

3. CEO Search.

The Chair and Special Committee are authorized to discuss, and may agree to, the inclusion of one (1) Corvus Peak-designated director on a reconstituted CEO search committee, provided that:

• The reconstituted search committee retains a majority of existing Board members;

• The engagement of Hargrove Tate Partners LLC as executive search firm is preserved and not subject to termination or modification by the Corvus Peak-designated members;

• The full Board retains ultimate authority over the selection and appointment of the permanent CEO; and

• Any Corvus Peak-designated member of the search committee is subject to the same confidentiality and conflict-of-interest obligations as other members.

4. Governance Commitments.

The Cooperation Agreement should include mutual governance commitments, including:

• Voting Commitments: Corvus Peak to vote its shares in favor of the Board's recommendations on uncontested director elections and ordinary course matters during the standstill period;

• Information Sharing: Corvus Peak-designated directors to have the same access to information as other directors, but not to share non-public Company information with Corvus Peak or its affiliates except as permitted by the Cooperation Agreement and the Company's Insider Trading Policy;

• Board Meeting Attendance: Corvus Peak-designated directors to commit to attend at least 75% of Board and committee meetings;

• Non-Disparagement: Mutual non-disparagement obligations during the standstill period.

5. Withdrawal of Proxy Solicitation.

As a condition of any settlement, Corvus Peak shall be required to:

• Withdraw its definitive proxy statement filed with the SEC on May 6, 2024, to the extent applicable to the agreed seats;

• Direct Falconer Strauss LLC to immediately cease all proxy solicitation activities in respect of the agreed seats;

• Issue a public statement supporting the Cooperation Agreement and the reconstituted Board; and

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
AURELIUS GLOBAL MEDIA GROUP PLC
RESOLUTIONS OF THE BOARD OF DIRECTORS
Adopted at a Special Meeting of the Board of Directors Held on June 1, 2024
DRAFT — Prepared by Calderwood & Harkness LLP Matter No. 1017-00002
June 1, 2024
Distribution: Board of Directors and General Counsel only. This document constitutes a privileged and confidential attorney-client communication prepared by Calderwood & Harkness LLP at the direction of the Board of Directors of Aurelius Global Media Group PLC. Unauthorized reproduction or distribution is strictly prohibited.
For consideration at a special meeting of the Board of Directors held on June 1, 2024.
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I. PREAMBLE AND RECITALS
A. Identification of the Company
These resolutions are adopted by the Board of Directors (the "Board") of Aurelius Global Media Group PLC (the "Company"), a public limited company incorporated under the laws of the State of Delaware and registered as an overseas company in England and Wales, with its principal executive offices located at 14 Sceptre Row, London EC2V 7QN, United Kingdom. The Company's common shares are listed and traded on the New York Stock Exchange under the ticker symbol "AGMG" and on the London Stock Exchange Main Market under the ticker symbol "AGMG.L." The Company's Delaware file number is 4827193, and its U.S. Employer Identification Number (EIN) is 26-4831097. The Company's registered agent in the State of Delaware is Pinnacle Corporate Services Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
B. Recital of Board Meeting Convocation
A special meeting of the Board of Directors of the Company was duly called and convened on June 1, 2024 (the "Meeting"), in accordance with proper notice delivered to all directors pursuant to Article III, Section 3.4 of the Company's Amended and Restated Bylaws, as amended and restated effective March 22, 2022 (the "Bylaws"), and the applicable provisions of the Delaware General Corporation Law (the "DGCL"). A quorum was present at the Meeting and acted throughout, consisting of the following nine (9) directors:
1.  Dame Elspeth Greenvale — Independent Non-Executive Chair
2.  Priya Nair-Whitfield — Interim Chief Executive Officer and Chief Operating Officer
3.  Tobias Kessler — Independent Non-Executive Director; Chair, Special Committee
4.  Lucinda Farrow-Grant — Independent Non-Executive Director; Member, Special Committee
5.  Reginald Osei — Independent Non-Executive Director
6.  Sofia Delgado-Ríos — Independent Non-Executive Director
7.  Hugh Pemberton — Non-Executive Director
8.  Dr. Anwen Llewellyn — Independent Non-Executive Director; Member, Special Committee
9.  Garrett Voss — Independent Non-Executive Director
The Board noted that the tenth seat on the Board remains vacant following the resignation of Marcus Vane, which was effective March 8, 2024. As of the date hereof, the Board consists of nine (9) serving directors, and the quorum requirement under Article III, Section 3.7 of the Bylaws (a majority of the total number of directors then in office) was satisfied by the attendance of all nine (9) serving directors.
Also in attendance at the Meeting, in a non-voting capacity, were:
•  Nadine Khalil, General Counsel and Corporate Secretary of the Company, serving in her capacity as Corporate Secretary and providing legal counsel to the Board; and
•  Nathaniel Bower, Responsible Partner, Calderwood & Harkness LLP, attending as independent governance counsel to the Board.
Proper notice of the Meeting was provided to each director in accordance with the Bylaws and the DGCL, and each director present confirmed receipt of such notice and waived any objection to the timeliness or form thereof.
C. Background Recitals
C.1 Corvus Peak Activist Campaign
WHEREAS, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership whose general partner is Corvus Peak Management LLC, has disclosed beneficial ownership of approximately 8.7% of the Company's outstanding common shares, representing approximately 35,896,200 shares out of 412,600,000 shares of the Company's common stock outstanding as of the record date, as reported 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 founding partner and Chief Investment Officer is Damien Solberg, and the campaign with respect to the Company is managed by Erin Nakamura, a portfolio manager at Corvus Peak;
WHEREAS, Corvus Peak is represented in connection with its activist campaign by the law firm of Blackthorn Howell & Crane LLP, with Dominic Sayer serving as lead partner, and Corvus Peak has engaged Falconer Strauss LLC as its proxy solicitor, with Derek Huang serving as the lead contact;
WHEREAS, on February 12, 2024, Corvus Peak delivered a letter (the "Demand Letter") to the Board of Directors, which was publicly disclosed by Corvus Peak simultaneously with its delivery, demanding that the Board take the following actions: (i) appoint two new independent directors to the Board acceptable to Corvus Peak, (ii) undertake a comprehensive strategic review of the Company's operations, capital allocation, and portfolio composition, and (iii) establish and announce a formal succession plan for the Chief Executive Officer position;
WHEREAS, on March 1, 2024, Corvus Peak delivered to the Corporate Secretary of the Company formal nominations of three individuals for election to the Board of Directors at the Company's 2024 Annual General Meeting of Shareholders (the "2024 AGM" or the "Annual General Meeting"), nominating the following persons (collectively, the "Corvus Peak Nominees"):
(i) Malcolm Trask, age 58, the former Chief Executive Officer of Archway Digital Holdings Inc., a publicly traded digital media company, where he served as CEO from 2014 to 2021;
(ii) Vanessa Loring, age 44, a Managing Director at Corvus Peak Capital Partners LP, where she has served since 2018 and is responsible for portfolio company governance engagement; and
(iii) Dr. Raymond Chu, age 61, the former President of Helix Media Networks Inc., a publicly traded media and telecommunications company, where he served as President from 2011 to 2020;
WHEREAS, the nominations submitted by Corvus Peak were delivered within the advance notice window established by Article II, Section 2.9 of the Bylaws, which window opened on February 10, 2024 and closed on March 11, 2024, and the Nominating and Governance Committee of the Board, after consultation with the Corporate Secretary and independent governance counsel, determined that the nominations were procedurally compliant with the requirements of the Bylaws;
C.2 CEO Succession Process
WHEREAS, Marcus Vane resigned from his position as Chief Executive Officer of the Company effective March 8, 2024, and simultaneously resigned from the Board of Directors, creating a vacancy in both the CEO position and on the Board;
WHEREAS, on March 8, 2024, the Board of Directors designated Priya Nair-Whitfield, the Company's Chief Operating Officer, as Interim Chief Executive Officer, effective immediately, to serve in such capacity pending completion of a permanent CEO search process;
WHEREAS, on March 12, 2024, the Board engaged Calderwood & Harkness LLP, a law firm with offices in New York and London, as independent governance counsel to the Board in connection with the Corvus Peak activist campaign, the CEO succession process, and related governance matters;
WHEREAS, on March 15, 2024, the Nominating and Governance Committee of the Board retained Hargrove Tate Partners LLC ("Hargrove Tate"), a leading executive search firm, to conduct a comprehensive search for a permanent Chief Executive Officer, with Christine Aldridge serving as lead partner on the engagement. The engagement was entered into on the basis of a flat fee of $750,000 plus reasonable out-of-pocket expenses, payable in three equal installments, of which only the first installment of $250,000 has been paid as of the date hereof;
WHEREAS, on March 18, 2024, the Board formed a Special Committee of the Board of Directors (the "Special Committee"), consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, each of whom was determined by the Board to be independent within the meaning of the NYSE Listed Company Manual Section 303A and the UK Corporate Governance Code. The Special Committee was vested with authority to (i) oversee the CEO succession process, (ii) coordinate the Board's response to the Corvus Peak activist campaign, and (iii) make recommendations to the full Board regarding the foregoing matters, in each case as set forth in the Special Committee charter adopted on March 18, 2024;
C.3 Proxy Contest Status
WHEREAS, on April 1, 2024, Corvus Peak filed a preliminary proxy statement with the SEC on Schedule 14A, seeking the election of its three nominees — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — to the Board of Directors at the 2024 Annual General Meeting;
WHEREAS, on April 5, 2024, the Company filed its preliminary proxy statement with the SEC on Schedule 14A, recommending the re-election of the Company's incumbent director nominees;
WHEREAS, on May 3, 2024, the Company filed its definitive proxy statement with the SEC on Schedule 14A for the Annual General Meeting scheduled for June 7, 2024, recommending that shareholders vote in favor of the management director slate and against the Corvus Peak Nominees;
WHEREAS, on May 6, 2024, Corvus Peak filed its definitive proxy statement with the SEC on Schedule 14A, soliciting proxies in favor of the election of the three Corvus Peak Nominees at the Annual General Meeting;
WHEREAS, the Company engaged Citrine Advisory Group Inc. ("Citrine"), with Sandra Eriksson serving as the lead contact, as proxy solicitor for the management slate, and Citrine has been actively soliciting proxies in favor of the Company's nominees since the filing of the definitive proxy statement;
WHEREAS, the law firm of Ashworth Velmoran LLP, with Martin Cho serving as lead partner, continues to serve as standing outside counsel to the Company, providing legal advice in connection with the Company's proxy solicitation, SEC filings, and other corporate matters;
C.4 Prior Settlement Proposal and Rejection
WHEREAS, on May 10, 2024, Corvus Peak, through its counsel at Blackthorn Howell & Crane LLP, transmitted to Calderwood & Harkness LLP a written settlement proposal (the "May 10 Proposal") setting forth the following terms: (i) the immediate appointment of two of the three Corvus Peak Nominees to the Board, (ii) the immediate resignation of two incumbent directors to be designated by the Board, and (iii) the suspension of the CEO succession process pending reconstitution of the Board with the newly seated directors;
WHEREAS, on May 12, 2024, after deliberation at a special meeting of the Board of Directors at which a quorum was present and acting throughout, the Board adopted resolutions formally rejecting the May 10 Proposal, determining at that time that the terms proposed by Corvus Peak were not in the best interests of the Company and its shareholders, particularly with respect to the proposed suspension of the CEO succession process and the designation of incumbent directors for resignation;
C.5 Deterioration of Proxy Contest Outlook
WHEREAS, on May 17, 2024, Windermere Pension Trust (the "Windermere Trust"), which holds approximately 4.4% of the Company's outstanding common shares, representing approximately 18,154,400 shares, and whose Chief Investment Officer is Bernard Napier, publicly announced its support for the Corvus Peak director slate by issuing a press release and filing supplemental proxy materials with the SEC;
WHEREAS, on May 17, 2024, Cobalt Ridge Solutions ("ISS"), a leading independent proxy advisory firm, issued its proxy voting recommendation for the 2024 AGM, recommending that shareholders vote in favor of the election of two of the three Corvus Peak Nominees — specifically, Malcolm Trask and Dr. Raymond Chu — while recommending against the election of Vanessa Loring on the grounds that her current employment relationship with Corvus Peak raises independence concerns;
WHEREAS, on May 22, 2024, Westmark Solutions ("Tarrant Partners LLC"), another leading independent proxy advisory firm, issued its proxy voting recommendation for the 2024 AGM, recommending that shareholders vote in favor of the election of all three Corvus Peak Nominees, including Vanessa Loring;
WHEREAS, on May 30, 2024, the Board's independent governance counsel, Calderwood & Harkness LLP, delivered to the Board a settlement analysis memorandum (the "Settlement Analysis"), a summary of which is attached hereto as Exhibit A, recommending that the Board pursue a negotiated resolution of the proxy contest with Corvus Peak in light of the materially deteriorated vote outlook. The Settlement Analysis evaluated multiple settlement configurations, including one-seat, two-seat, and three-seat concession scenarios, and concluded that a two-seat settlement, combined with mutual standstill provisions and governance commitments, represented the optimal configuration from the perspective of preserving the Board's ability to manage the Company's affairs and protect shareholder value;
WHEREAS, Calderwood & Harkness's Settlement Analysis further concluded that, based on available vote projections, preliminary voting trends reported by Citrine Advisory Group Inc., and the endorsements of ISS and Tarrant Partners LLC, a management victory on all contested seats at the 2024 AGM was unlikely without a significant and unforeseen shift in shareholder sentiment, and that a contested loss on two or more seats without a negotiated framework would deprive the Company of the opportunity to secure standstill protections and other governance commitments from Corvus Peak;
C.6 Shareholder Composition Context
WHEREAS, the Board has considered the composition of the Company's shareholder base and the positions of key institutional shareholders in evaluating the proxy contest outlook, including the following significant holders:
The Board noted that Hugh Pemberton, a Non-Executive Director, holds approximately 2.1% of the Company's outstanding common shares, representing approximately 8,664,600 shares, constituting the largest individual holding among the management and Board insiders. The Board further noted that Thorne Capital Management LP and Ridgeway Asset Management Ltd., which together hold approximately 11.4% of the Company's outstanding common shares, have not publicly declared their voting intentions, and that outreach efforts by Citrine Advisory Group Inc. to those shareholders have not resulted in firm commitments to support the management slate;
C.7 Strategic Alternatives Review
WHEREAS, on April 22, 2024, the Board engaged Stonebridge Crane & Co. ("Stonebridge Crane"), with Anil Kapoor-Mehta serving as lead banker, as financial advisor to evaluate strategic alternatives available to the Company, including, without limitation, potential asset dispositions, joint ventures, and change-of-control transactions, as a defensive measure and as part of the Board's ongoing review of options to enhance shareholder value. The engagement terms provide for a monthly advisory 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 within eighteen (18) months of the date of engagement;
WHEREAS, the Board has determined that the settlement discussions authorized by these resolutions do not preclude, suspend, or otherwise terminate the strategic alternatives review being conducted with the assistance of Stonebridge Crane, and that the strategic alternatives review shall continue in parallel with the settlement discussions contemplated herein;
C.8 Fiduciary Duties Context
WHEREAS, the Board has received and considered the advice of Calderwood & Harkness LLP regarding the Board's fiduciary duties under Delaware law, including the obligations of care and loyalty owed by each director to the Company and its shareholders, and the application of the Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), proportionality standard to the Board's response to the Corvus Peak proxy contest, which requires the Board to demonstrate (i) that it had reasonable grounds for believing a danger to corporate policy and effectiveness existed and (ii) that the defensive measures adopted were reasonable in relation to the threat posed;
WHEREAS, the Board has also considered the enhanced scrutiny standard articulated in Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), which applies to board actions taken for the primary purpose of interfering with or impeding the exercise of the shareholder franchise, and has determined, in consultation with Calderwood & Harkness LLP, that the authorization to reopen settlement discussions does not constitute an interference with the shareholder franchise but rather is a measure taken to protect the interests of the Company and all of its shareholders by seeking a negotiated resolution that preserves Board governance continuity, secures standstill and other protective commitments from Corvus Peak, and mitigates the risks associated with a contested election;
WHEREAS, the Board has further considered the totality of the circumstances, including the proxy advisory firm recommendations, the public support of Windermere Pension Trust for the Corvus Peak slate, the preliminary vote projections provided by Citrine Advisory Group Inc., the advice set forth in the Calderwood & Harkness Settlement Analysis, the ongoing CEO succession process, and the interests of the Company's shareholders, employees, customers, and other stakeholders;
WHEREAS, the Board has determined, in the exercise of its informed business judgment and its fiduciary duties of care and loyalty, that it is in the best interests of the Company and its shareholders to authorize the reopening of settlement negotiations with Corvus Peak Capital Partners LP on the terms and subject to the conditions set forth in the operative resolutions below;
NOW, THEREFORE, BE IT RESOLVED, as follows:
II. OPERATIVE RESOLUTIONS
Resolution 1: Authorization to Reopen Settlement Discussions
RESOLVED, that the Board of Directors of the Company hereby authorizes and directs Dame Elspeth Greenvale, in her capacity as Independent Non-Executive Chair of the Board, and the Special Committee of the Board (consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn), acting jointly and not severally, to reopen and conduct settlement negotiations with Corvus Peak Capital Partners LP and its legal counsel, Blackthorn Howell & Crane LLP (lead partner: Dominic Sayer), and its proxy solicitor, Falconer Strauss LLC (lead contact: Derek Huang), regarding the pending proxy contest for the election of directors at the 2024 Annual General Meeting of Shareholders of the Company, which Annual General Meeting is currently scheduled to be held on June 7, 2024. The Chair and Special Committee are authorized to initiate contact with Corvus Peak or its representatives promptly following the adoption of these resolutions.
Resolution 2: Scope of Negotiating Authority
RESOLVED, that Dame Elspeth Greenvale, as Independent Non-Executive Chair, and the Special Committee are hereby authorized to negotiate the terms of a potential cooperation agreement (a "Cooperation Agreement") with Corvus Peak Capital Partners LP, which may include, without limitation, the following terms and provisions:
(a) Board Composition. The appointment or nomination of up to two (2) Corvus Peak director nominees to the Board of Directors of the Company, whether by immediate appointment to fill existing or newly created vacancies, by inclusion on the management slate for election at the 2024 AGM, or by such other mechanism as may be agreed, subject to the customary director qualification requirements set forth in the Bylaws and applicable law, including any independence requirements imposed by the NYSE Listed Company Manual and the UK Corporate Governance Code;
(b) Mutual Standstill Provisions. Mutual standstill provisions governing Corvus Peak's beneficial ownership of the Company's securities and future activist activities during a specified standstill period, including without limitation: a cap on Corvus Peak's beneficial ownership of the Company's outstanding common shares, restrictions on the acquisition of additional shares above such cap, restrictions on Corvus Peak's ability to nominate directors or submit shareholder proposals outside the terms of the Cooperation Agreement, restrictions on Corvus Peak's ability to solicit proxies or participate in any solicitation in opposition to the Board's recommendations, restrictions on public campaigns or statements critical of the Board or management, and restrictions on the formation of any "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with other shareholders;
(c) CEO Succession Process. Provisions regarding the CEO succession process, including, if appropriate and consistent with the Board's fiduciary duties, the inclusion of one Corvus Peak nominee on a reconstituted CEO search committee, the continuation of the engagement of Hargrove Tate Partners LLC (lead partner: Christine Aldridge) as executive search firm, and the preservation of the Board's ultimate authority over the selection and appointment of a permanent Chief Executive Officer;
(d) Withdrawal of Proxy Solicitation. The withdrawal by Corvus Peak of its definitive proxy statement and proxy solicitation in respect of any Board seats that are the subject of the settlement, and the direction by Corvus Peak to Falconer Strauss LLC to cease all proxy solicitation activities with respect to such seats;
(e) Governance Commitments. Mutual governance commitments by both parties, including without limitation: voting commitments by Corvus Peak to support the management director slate for uncontested seats and other Board-recommended proposals at the 2024 AGM and any subsequent annual general meetings during the standstill period, information-sharing protocols between the Company and any Corvus Peak-designated directors (subject to applicable confidentiality obligations and insider trading restrictions), commitments regarding Board meeting attendance and committee participation by any Corvus Peak-designated directors, and agreement by Corvus Peak to abide by all Company policies applicable to directors, including the Company's Code of Business Conduct and Ethics, Insider Trading Policy, and related governance policies;
(f) Additional Terms. Such other terms as the Chair and Special Committee deem appropriate, advisable, and in the best interests of the Company and its shareholders, in the exercise of their fiduciary duties, including but not limited to: provisions regarding the resignation or removal of any Corvus Peak-designated director who ceases to satisfy agreed qualification criteria, provisions regarding Corvus Peak's rights in the event of a change-of-control transaction, and provisions regarding information rights and observer rights, if any.
The foregoing list of potential terms is illustrative and not exhaustive. The Chair and Special Committee shall have discretion to raise and discuss additional terms and provisions not enumerated herein, provided that any such terms and provisions are consistent with the Board's fiduciary duties and the intent of these resolutions.
Resolution 3: Limitation on Binding Authority
RESOLVED, that notwithstanding anything in the foregoing Resolution 1 or Resolution 2 to the contrary, Dame Elspeth Greenvale and the Special Committee are authorized to negotiate but are not authorized to execute, deliver, or bind the Company to any settlement, cooperation agreement, or other definitive agreement or binding arrangement with Corvus Peak Capital Partners LP, any of its affiliates, or any of its representatives, without the prior approval of the full Board of Directors by resolution duly adopted at a meeting of the Board at which a quorum is present and acting throughout.
Any proposed definitive Cooperation Agreement or other settlement arrangement, including all material terms, conditions, and ancillary documents thereof, shall be submitted to the full Board of Directors for review, deliberation, and approval before any such agreement is executed or delivered on behalf of the Company. For the avoidance of doubt, neither the Chair nor any member of the Special Committee shall have authority to make any binding commitment, issue any binding term sheet, or execute any letter of intent or memorandum of understanding that would purport to obligate the Company to enter into a definitive agreement, without the prior approval of the full Board.
Resolution 4: Engagement of Advisors
RESOLVED, that Dame Elspeth Greenvale and the Special Committee are hereby authorized to engage and consult with the following advisors in connection with the settlement negotiations authorized by these resolutions, at the Company's expense:
(a) Calderwood & Harkness LLP (independent governance counsel to the Board), with Nathaniel Bower serving as Responsible Partner, Colette Whitman serving as Billing Partner, Audrey Zhou serving as Lead Associate, and Brendan Walsh serving as Working Associate, offices at 787 Seventh Avenue, New York, NY 10019 and 25 Bishopsgate, London EC2N 3AR;
(b) Ashworth Velmoran LLP (standing outside counsel to the Company), with Martin Cho serving as lead partner;
(c) Stonebridge Crane & Co. (financial advisor), with Anil Kapoor-Mehta serving as lead banker;
(d) Citrine Advisory Group Inc. (proxy solicitor for the management slate), with Sandra Eriksson serving as lead contact; and
(e) Such other legal, financial, communications, governance, or other advisors as the Chair and Special Committee may deem necessary, appropriate, or desirable in connection with the settlement negotiations, subject to the Company's customary engagement and fee approval procedures.
The General Counsel, Nadine Khalil, shall coordinate with each of the foregoing advisors as necessary to facilitate efficient and effective communication and to avoid unnecessary duplication of effort and expense.
Resolution 5: Coordination with Proxy Solicitation
RESOLVED, that the Company's proxy solicitation efforts in connection with the 2024 Annual General Meeting shall continue in full force and effect, in parallel with and without interruption by the settlement discussions authorized herein. Nothing in these resolutions shall be construed to suspend, delay, terminate, or otherwise interfere with:
(a) the Company's definitive proxy statement filed with the SEC on May 3, 2024;
(b) the ongoing solicitation of proxies by the Company and Citrine Advisory Group Inc. in favor of the management director slate for the June 7, 2024 Annual General Meeting;
(c) any communications by the Company, its directors, its officers, or its advisors with shareholders of the Company in connection with the proxy solicitation; or
(d) any supplemental proxy materials or additional filings with the SEC that the Company's counsel may determine to be necessary or advisable.
The Chair and Special Committee shall coordinate with Citrine Advisory Group Inc. (Sandra Eriksson) to ensure continuity of the Company's proxy defense efforts pending any settlement. In the event that a settlement or Cooperation Agreement is reached and approved by the full Board, the Company shall take all steps necessary and appropriate to modify or supplement its proxy solicitation materials and SEC filings to reflect the terms of such settlement, in accordance with applicable securities laws and regulations.
Resolution 6: Confidentiality
RESOLVED, that all settlement negotiations, discussions, proposals, counterproposals, communications, and related materials exchanged between or among the Company, its directors, its officers, its advisors, Corvus Peak Capital Partners LP, and Corvus Peak's advisors in connection with the settlement discussions authorized herein (collectively, "Settlement Communications") shall be conducted on a strictly confidential basis. All directors, officers, employees, and advisors of the Company who participate in, are informed of, or otherwise obtain knowledge of the substance or status of the settlement negotiations are hereby directed to maintain strict confidentiality with respect to all Settlement Communications and shall not disclose any Settlement Communications to any person who is not authorized to receive such information, except as follows:
(a) disclosures required by applicable securities laws and regulations, including the rules and regulations of the SEC, the FCA Disclosure Guidance and Transparency Rules applicable to the Company as an issuer with shares admitted to trading on the London Stock Exchange Main Market, and the listing requirements of the NYSE and the LSE;
(b) disclosures to the Company's legal, financial, and other professional advisors identified in Resolution 4, to the extent necessary for such advisors to provide advice and services in connection with the settlement negotiations; and
(c) disclosures authorized by the full Board of Directors.
The Company shall request that Corvus Peak and its advisors agree to reciprocal confidentiality obligations as a precondition to the commencement of substantive settlement discussions.
Resolution 7: Reporting Obligations
RESOLVED, that Dame Elspeth Greenvale and the Special Committee shall report promptly to the full Board of Directors on the progress of settlement discussions, including the substance of any proposals or counterproposals exchanged, the positions taken by the respective parties, and any developments that may materially affect the Board's evaluation of the merits of a settlement. Such reports shall be provided in any event no later than forty-eight (48) hours after any substantive negotiation session between the Company's representatives and Corvus Peak or its representatives.
In addition, the Chair and Special Committee shall promptly convene a special meeting of the full Board of Directors upon reaching any proposed terms or framework for a settlement that the Chair and Special Committee believe merit consideration by the full Board, or upon the occurrence of any material development in the settlement discussions that, in the judgment of the Chair or any member of the Special Committee, requires the attention or input of the full Board. The General Counsel and Corporate Secretary, Nadine Khalil, shall provide administrative support for the convening of such meetings on an expedited basis, including on less than the notice period otherwise required by the Bylaws if the circumstances so warrant and if all directors consent thereto.
Resolution 8: CEO Succession Process
RESOLVED, that nothing in these resolutions shall be construed as suspending, tabling, modifying, or otherwise affecting the CEO succession process currently being conducted under the oversight of the Special Committee, with the assistance of Hargrove Tate Partners LLC (lead partner: Christine Aldridge) and Brackenridge Howard Associates Inc. (lead consultant: Miriam Estabrook). The Special Committee shall continue to fulfill its duties and exercise its authority under the Special Committee charter adopted on March 18, 2024, in connection with the CEO succession process, including the identification, evaluation, and recommendation of candidates for the position of permanent Chief Executive Officer.
The CEO succession process shall proceed on its existing timeline and in accordance with the Special Committee's existing mandate, unless and until the full Board adopts a resolution modifying the mandate or composition of the Special Committee in connection with a duly approved Cooperation Agreement or settlement that alters the governance arrangements applicable to the succession process. For the avoidance of doubt, the Chair and Special Committee may, in the course of settlement negotiations, discuss the potential inclusion of one Corvus Peak-designated director on a reconstituted CEO search committee, but any such arrangement shall be subject to the approval of the full Board as part of any definitive Cooperation Agreement.
Resolution 9: D&O Insurance Considerations
RESOLVED, that the General Counsel, Nadine Khalil, is hereby directed to promptly contact and confirm with the Company's directors' and officers' liability insurance carrier, Helmsley Indemnity Corp., the following matters in connection with any potential settlement or Cooperation Agreement:
(a) That entry into a settlement or Cooperation Agreement with Corvus Peak would not adversely affect, limit, reduce, void, or otherwise impair coverage under the Company's current D&O insurance policy (Policy No. HIC-DOL-2024-009347; coverage limits: $75,000,000 per occurrence and $150,000,000 in the aggregate; annual premium: $3,800,000; policy period: January 1, 2024 through December 31, 2024) for any director or officer of the Company, including any director who may be asked to resign or who may not stand for re-election pursuant to a settlement;
(b) That tail coverage (also known as "run-off" or "extended reporting period" coverage) under the D&O policy for any director who departs the Board in connection with a settlement will remain available on commercially reasonable terms, and that no action taken in connection with these resolutions or any resulting settlement will trigger any exclusion, limitation, or forfeiture of such tail coverage;
(c) That any Corvus Peak-designated director who is appointed to the Board pursuant to a Cooperation Agreement will be covered under the Company's D&O policy to the same extent as other directors, and that no additional premium or endorsement will be required as a condition of such coverage, or, if an additional premium or endorsement is required, the amount and terms thereof.
The General Counsel shall report the results of such confirmation to the Chair and Special Committee promptly, and in any event before any proposed definitive Cooperation Agreement is submitted to the full Board for approval.
Resolution 10: Forum Selection
RESOLVED, that any Cooperation Agreement, settlement agreement, or other definitive agreement entered into by the Company with Corvus Peak Capital Partners LP in connection with the settlement of the proxy contest shall include a provision designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the Superior Court of the State of Delaware, or, if neither of such courts has jurisdiction, the United States District Court for the District of Delaware) as the exclusive forum for the adjudication of any dispute, claim, or cause of action arising under, in connection with, or relating to such agreement, consistent with the exclusive forum selection provision set forth in Article XI, Section 11.1 of the Company's Amended and Restated Bylaws. The Company's negotiators shall use commercially reasonable efforts to secure Corvus Peak's agreement to such forum selection provision in any definitive agreement.
Resolution 11: General Authorization
RESOLVED, that Dame Elspeth Greenvale, the members of the Special Committee (Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn), the General Counsel and Corporate Secretary (Nadine Khalil), and the officers of the Company are each hereby authorized and empowered, acting individually or jointly, to take all such further actions and to execute and deliver all such further documents, instruments, certificates, notices, consents, and communications as may be necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, including without limitation: scheduling and conducting negotiation sessions, communicating with the Company's advisors, preparing and reviewing draft agreements, coordinating with the Company's proxy solicitor, and making such filings with the SEC, the FCA, the NYSE, and the LSE as may be required or advisable in connection with the matters contemplated by these resolutions.
Resolution 12: Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by any director or officer of the Company, including without limitation Dame Elspeth Greenvale, the members of the Special Committee, the General Counsel, and the officers of the Company, in connection with any preliminary discussions, consultations with advisors, or other preparatory steps regarding the potential reopening of settlement negotiations with Corvus Peak Capital Partners LP, are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Company.
III. CERTIFICATION
The undersigned, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, hereby certifies that the foregoing resolutions were duly proposed, considered, and adopted at a special meeting of the Board of Directors of the Company held on June 1, 2024, at which a quorum consisting of all nine (9) serving directors was present and acting throughout the entirety of the proceedings.
The resolutions set forth in Section II above were adopted by the following vote:
In Favor: __
Against: __
Abstentions: __
[Note: Vote tallies to be completed and inserted at the conclusion of the Meeting.]
The Corporate Secretary further certifies that proper notice of the special meeting was provided to all directors in accordance with the Company's Amended and Restated Bylaws and the Delaware General Corporation Law, that all directors were afforded the opportunity to participate fully in the deliberations, and that the resolutions as set forth herein accurately reflect the actions taken by the Board of Directors at the Meeting.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the date set forth below.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Nadine Khalil
Title: General Counsel and Corporate Secretary
Date: June __, 2024
EXHIBIT A
Summary of Calderwood & Harkness LLP Settlement Analysis Dated May 30, 2024
This summary is provided for the convenience of the Board of Directors and does not constitute the full Settlement Analysis memorandum. The complete memorandum is a privileged and confidential attorney-client communication maintained in the files of Calderwood & Harkness LLP, Matter No. 1017-00002. The summary below is itself privileged and confidential and subject to the same protections as the underlying memorandum.
On May 30, 2024, Calderwood & Harkness LLP delivered to the Board of Directors a comprehensive settlement analysis memorandum (the "Settlement Analysis") evaluating the current posture of the proxy contest with Corvus Peak Capital Partners LP and the relative merits of various settlement configurations. The key conclusions and recommendations of the Settlement Analysis are summarized below.
1. Vote Projections and Proxy Contest Outlook.
The Settlement Analysis concluded that, following the issuance of the ISS recommendation on May 17, 2024 (recommending that shareholders elect two of the three Corvus Peak Nominees — Malcolm Trask and Dr. Raymond Chu) and the Tarrant Partners LLC recommendation on May 22, 2024 (recommending that shareholders elect all three Corvus Peak Nominees), the probability of a management victory on all contested seats at the June 7, 2024 Annual General Meeting has declined materially. Based on vote projections prepared by Citrine Advisory Group Inc. and analyzed by Calderwood & Harkness, the Settlement Analysis estimated that:
•  The management slate has a low probability (estimated at less than 25%) of prevailing on all contested seats in a fully contested election;
•  Corvus Peak is likely to prevail on at least two seats, with the probability of a two-seat Corvus Peak victory estimated at approximately 55–65%;
•  The probability of a three-seat Corvus Peak victory (consistent with the Tarrant Partners LLC recommendation) is estimated at approximately 20–30%;
•  The combined endorsement of ISS and Tarrant Partners LLC, together with the public support of Windermere Pension Trust (4.4% of outstanding shares), creates significant momentum in favor of the dissident slate, and the positions of Thorne Capital Management LP (6.3%) and Ridgeway Asset Management Ltd. (5.1%) remain uncertain but, based on governance engagement patterns, are assessed as more likely to tilt toward the Corvus Peak slate than the management slate.
2. Settlement Configuration Analysis.
The Settlement Analysis evaluated three settlement configurations:
(a) One-Seat Concession. The appointment of one Corvus Peak nominee, coupled with a mutual standstill. Calderwood & Harkness concluded that a one-seat concession is unlikely to be accepted by Corvus Peak given the strength of its current position, and that such an offer could be perceived by the market as inadequate and could further erode shareholder confidence in the Board's responsiveness.
(b) Two-Seat Concession (Recommended). The appointment of two Corvus Peak nominees — specifically, Malcolm Trask and Dr. Raymond Chu, consistent with the ISS recommendation — coupled with a mutual standstill of 18 months, an ownership cap of 12% of outstanding shares, Corvus Peak's withdrawal of its proxy solicitation for the two agreed seats, and governance commitments by both parties. Calderwood & Harkness recommended this configuration as the optimal outcome, concluding that it (i) aligns with the ISS recommendation and is therefore likely to be accepted by Corvus Peak and viewed favorably by the market, (ii) preserves a Board majority composed of existing directors, (iii) secures meaningful standstill protections that would not be available in the event of a contested election, (iv) preserves the Board's ability to control the CEO search process, and (v) mitigates the risk of a three-seat loss.
(c) Three-Seat Concession. The appointment of all three Corvus Peak nominees, consistent with the Tarrant Partners LLC recommendation. Calderwood & Harkness concluded that a three-seat concession, while addressing the full scope of Corvus Peak's demands, would result in a disproportionate shift in Board composition and would raise concerns regarding the independence of the Board and the integrity of the CEO succession process, given Vanessa Loring's status as a Managing Director at Corvus Peak. This configuration was not recommended.
3. Recommended Standstill Terms.
The Settlement Analysis recommended that any Cooperation Agreement include the following standstill terms:
•  Ownership Cap: Corvus Peak not to beneficially own more than 12% of the Company's outstanding common shares during the standstill period, with a requirement to promptly divest shares in excess of such cap;
•  Duration: Standstill period of 18 months, commencing on the date of execution of the Cooperation Agreement and expiring on the earlier of (i) 18 months from such date or (ii) 30 days before the advance notice deadline for the Company's 2026 Annual General Meeting;
•  Restrictions on Activism: During the standstill period, Corvus Peak not to nominate directors, submit shareholder proposals, solicit proxies in opposition to the Board, or make public statements critical of the Board, management, or the Company's strategy, except through private communications with the Board or through the Corvus Peak-designated directors;
•  Voting Commitment: During the standstill period, Corvus Peak to vote its shares in favor of the Board's recommendations on all matters submitted to shareholders, except for extraordinary transactions.
4. Risk Assessment.
The Settlement Analysis concluded that a failure to reach a negotiated settlement carries the following material risks:
•  Loss of all three contested Board seats at the 2024 AGM, resulting in a significant reconstitution of the Board without the benefit of standstill protections, governance commitments, or an orderly transition;
•  Loss of Board control over the CEO succession process, with the possibility that a reconstituted Board would terminate or fundamentally alter the Hargrove Tate search engagement;
•  Reputational harm to the Company and its remaining directors from a contested election loss, potentially affecting investor confidence, employee morale, and the Company's ability to attract qualified executive and director candidates;
•  Increased costs associated with a prolonged proxy fight through the June 7, 2024 AGM, including advisor fees, printing and mailing costs, and management distraction.
5. Full Memorandum.
The complete Settlement Analysis memorandum, including detailed vote projection models, scenario analyses, legal risk assessments, and supporting materials, is maintained in the files of Calderwood & Harkness LLP under Matter No. 1017-00002 and constitutes a privileged and confidential attorney-client communication. Copies of the full memorandum were distributed to directors and the General Counsel under separate cover and are subject to the confidentiality obligations set forth in Resolution 6 of these resolutions.
EXHIBIT B
Key Terms to Be Negotiated (Negotiation Parameters)
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION. This exhibit sets forth the negotiation parameters authorized by the Board of Directors. These parameters are confidential and shall not be disclosed to Corvus Peak or any third party, except as authorized by the Board or as necessary in the course of negotiations.
The following sets forth the key terms and negotiation parameters within which the Chair and Special Committee are authorized to conduct settlement discussions with Corvus Peak Capital Partners LP:
1. Board Seats.
The Chair and Special Committee are authorized to offer the appointment or nomination of up to two (2) Corvus Peak director nominees to the Board of Directors. The Board's strong preference, based on the ISS recommendation and the independence analysis conducted by Calderwood & Harkness LLP, is for the two seats to be filled by Malcolm Trask and Dr. Raymond Chu.
The Board notes that Vanessa Loring, as a current Managing Director at Corvus Peak Capital Partners LP, presents significant independence concerns under both the NYSE Listed Company Manual Section 303A and the UK Corporate Governance Code, and her appointment would likely prevent her from being classified as an independent director or from serving on the Audit Committee, Compensation Committee, or Nominating and Governance Committee of the Board. The Chair and Special Committee should resist the inclusion of Vanessa Loring in any settlement, but may consider her inclusion only if (i) Corvus Peak makes her appointment a non-negotiable condition of settlement and (ii) the Chair and Special Committee, in consultation with Calderwood & Harkness LLP, determine that the benefits of settlement outweigh the governance concerns associated with her appointment, subject in all cases to the approval of the full Board.
The mechanism for seating the agreed nominees (whether by appointment to fill vacancies, expansion of the Board, or inclusion on the management slate for election at the AGM) shall be determined during negotiations, with a preference for appointment to fill vacancies created by the resignation of incumbent directors selected by the Board in its discretion.
2. Standstill Provisions.
The Chair and Special Committee shall seek to negotiate mutual standstill provisions with the following target terms:
•  Duration: Eighteen (18) months from the date of execution of the Cooperation Agreement, with the standstill expiring no earlier than 30 days before the advance notice deadline for the Company's 2026 Annual General Meeting;
•  Ownership Cap: Corvus Peak not to beneficially own more than 12% of the Company's outstanding common shares during the standstill period. The Chair and Special Committee may negotiate an ownership cap as low as 10% or as high as 14%, depending on the overall package of terms, but shall not agree to an ownership cap in excess of 15% without returning to the full Board for further authorization;
•  Restrictions: Standard activist standstill restrictions, including prohibitions on additional director nominations, shareholder proposals, proxy solicitations, public campaigns, formation of groups, and tender or exchange offers, subject to customary carve-outs for private communications with the Board and voting at shareholder meetings.
3. CEO Search.
The Chair and Special Committee are authorized to discuss, and may agree to, the inclusion of one (1) Corvus Peak-designated director on a reconstituted CEO search committee, provided that:
•  The reconstituted search committee retains a majority of existing Board members;
•  The engagement of Hargrove Tate Partners LLC as executive search firm is preserved and not subject to termination or modification by the Corvus Peak-designated members;
•  The full Board retains ultimate authority over the selection and appointment of the permanent CEO; and
•  Any Corvus Peak-designated member of the search committee is subject to the same confidentiality and conflict-of-interest obligations as other members.
4. Governance Commitments.
The Cooperation Agreement should include mutual governance commitments, including:
•  Voting Commitments: Corvus Peak to vote its shares in favor of the Board's recommendations on uncontested director elections and ordinary course matters during the standstill period;
•  Information Sharing: Corvus Peak-designated directors to have the same access to information as other directors, but not to share non-public Company information with Corvus Peak or its affiliates except as permitted by the Cooperation Agreement and the Company's Insider Trading Policy;
•  Board Meeting Attendance: Corvus Peak-designated directors to commit to attend at least 75% of Board and committee meetings;
•  Non-Disparagement: Mutual non-disparagement obligations during the standstill period.
5. Withdrawal of Proxy Solicitation.
As a condition of any settlement, Corvus Peak shall be required to:
•  Withdraw its definitive proxy statement filed with the SEC on May 6, 2024, to the extent applicable to the agreed seats;
•  Direct Falconer Strauss LLC to immediately cease all proxy solicitation activities in respect of the agreed seats;
•  Issue a public statement supporting the Cooperation Agreement and the reconstituted Board; and
•  Refrain from soliciting any proxies or consents in opposition to the Board's recommendations during the standstill period.
6. Confidentiality and Public Announcement.
The Cooperation Agreement should include:
•  Mutual confidentiality obligations regarding the terms of the agreement and the negotiation process, subject to required disclosures under applicable securities laws;
•  A joint press release to be issued promptly following execution of the Cooperation Agreement, the form and content of which shall be mutually agreed; and
•  Mutual non-disparagement provisions, as noted above.
7. Termination Provisions.
The Cooperation Agreement should include termination provisions, including:
•  Automatic termination upon the expiration of the standstill period;
•  Termination by either party upon a material breach by the other party that remains uncured for a specified period (target: 15 business days after written notice);
•  Termination by the Company in the event that Corvus Peak's beneficial ownership falls below a specified threshold (target: 3% of outstanding shares) during the standstill period;
•  Termination by Corvus Peak in the event that all Corvus Peak-designated directors cease to serve on the Board for any reason other than voluntary resignation or expiration of their term; and
•  Survival of confidentiality and non-disparagement obligations following termination.
VI. DOCUMENT CONTROL
Prepared by: Calderwood & Harkness LLP 787 Seventh Avenue, New York, NY 10019 25 Bishopsgate, London EC2N 3AR
Matter No.: 1017-00002
Responsible Partner: Nathaniel Bower Billing Partner: Colette Whitman Lead Associate: Audrey Zhou Working Associate: Brendan Walsh
Document Status: DRAFT — Subject to Board review and approval at the special meeting of the Board of Directors to be held on June 1, 2024.
Distribution: Board of Directors and General Counsel only. This document is a privileged and confidential attorney-client communication. Unauthorized reproduction or distribution is strictly prohibited.
[End of Document]
Shareholder | Ownership (%) | Shares Held | Key Contact | Stated Position
Corvus Peak Capital Partners LP | 8.7% | 35,896,200 | Erin Nakamura (PM) | Dissident slate proponent
Thorne Capital Management LP | 6.3% | 25,993,800 | Oliver Thorne (PM) | Undeclared
Ridgeway Asset Management Ltd. | 5.1% | 21,042,600 | Fiona Ashcroft (Head of Governance) | Undeclared
Windermere Pension Trust | 4.4% | 18,154,400 | Bernard Napier (CIO) | Supports Corvus Peak slate
Management and Board Insiders | 3.2% | 13,203,200 | Various | Supports management slate

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

AURELIUS GLOBAL MEDIA GROUP PLC

RESOLUTIONS OF THE BOARD OF DIRECTORS

I. PREAMBLE AND RECITALS

II. OPERATIVE RESOLUTIONS

III. CERTIFICATION

AURELIUS GLOBAL MEDIA GROUP PLC

EXHIBIT A

EXHIBIT B

Record

Parties

Dates

Amounts