1017-00002 · Aurelius Global Media Group · documents

draft-resolution-tabling-ceo-succession.docx DOCUMENT M&A / Corporate

19 / 75 ← → ✕

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

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

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

Adopted at a Meeting of the Board of Directors held on June 14, 2024

PREAMBLE AND RECITALS

AURELIUS GLOBAL MEDIA GROUP PLC (the "Company"), a public limited company incorporated under the laws of the State of Delaware (File Number 4827193; EIN 26-4831097) 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, and its registered agent in the State of Delaware being Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, DE 19801. The Company's common shares are listed and traded on the New York Stock Exchange under the ticker symbol "AGMG" and admitted to trading on the Main Market of the London Stock Exchange under the ticker symbol "AGMG.L."

A duly convened meeting of the Board of Directors of the Company (the "Board") was held on June 14, 2024, commencing at 2:00 p.m. British Summer Time (9:00 a.m. Eastern Daylight Time), at the Company's principal executive offices at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and simultaneously by secure videoconference, with the following directors constituting the reconstituted Board following the Company's 2024 Annual General Meeting held on June 7, 2024 (the "2024 AGM"), being present in person or by videoconference:

1. Dame Elspeth Greenvale — Transitional Non-Executive Chair

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

3. Lucinda Farrow-Grant — Independent Non-Executive Director

4. Reginald Osei — Independent Non-Executive Director

5. Dr. Anwen Llewellyn — Independent Non-Executive Director

6. Garrett Voss — Chief Financial Officer; Executive Director

7. Malcolm Trask — Lead Independent Director (Corvus Peak nominee elected at the 2024 AGM)

8. Vanessa Loring — Independent Non-Executive Director; Chair, Nominating & Governance Committee (Corvus Peak nominee elected at the 2024 AGM)

9. Dr. Raymond Chu — Independent Non-Executive Director (Corvus Peak nominee elected at the 2024 AGM)

Also present at the meeting in a non-voting capacity was Nadine Khalil, the Company's General Counsel and Corporate Secretary.

The Chair confirmed that a quorum of directors was present throughout the meeting as required by Article III, Section 3.08 of the Amended and Restated Bylaws of the Company (effective March 22, 2022) (the "Bylaws"), and that proper notice of the meeting had been given to all directors in accordance with the Bylaws. The Chair thereupon called the meeting to order and proceeded to the consideration of the matters set forth below.

The Board, having reviewed the materials circulated in advance of the meeting, and having considered the presentations and recommendations of Calderwood & Harkness LLP, the Company's independent governance counsel, and the reports of the General Counsel and Corporate Secretary, and after full and careful deliberation, adopted the following recitals and resolutions:

Recitals. WHEREAS, Marcus Vane resigned as Chief Executive Officer and Executive Director of the Company effective March 8, 2024, citing personal and family considerations. Pursuant to the terms of his Employment Agreement dated as of January 15, 2021, as amended (the "Vane Employment Agreement"), Mr. Vane is entitled to severance compensation in the aggregate amount of Fourteen Million Eight Hundred Thousand Dollars ($14,800,000), comprised of (i) Two Times (2×) base salary of Two Million Four Hundred Thousand Dollars ($2,400,000), totaling Four Million Eight Hundred Thousand Dollars ($4,800,000); (ii) Two Times (2×) target annual cash bonus of Two Million Four Hundred Thousand Dollars ($2,400,000), totaling Four Million Eight Hundred Thousand Dollars ($4,800,000); and (iii) accelerated vesting of outstanding equity awards with an estimated value of Five Million Two Hundred Thousand Dollars ($5,200,000), such amount being subject to final confirmation based on the closing price of the Company's common shares on the applicable vesting date. Mr. Vane remains subject to an eighteen (18)-month non-competition and non-solicitation covenant under Section 8 of the Vane Employment Agreement, which covenant will expire on September 8, 2025;

WHEREAS, on March 8, 2024, immediately upon Mr. Vane's resignation, the Board, acting by unanimous written consent, designated Priya Nair-Whitfield, the Company's Chief Operating Officer and Executive Director, as Interim Chief Executive Officer of the Company, pending completion of a formal CEO succession process. Ms. Nair-Whitfield has served with the Company since 2012 and has held positions of increasing responsibility within the organization, including Senior Vice President of Digital Strategy (2012–2016), Executive Vice President of Streaming (2016–2020), during which period she led the 2019 launch of the Company's Luminos streaming platform, and Chief Operating Officer (since 2020). The Board's interim designation recognized Ms. Nair-Whitfield's deep institutional knowledge, her operational expertise, and the critical importance of ensuring seamless continuity of executive leadership during a period of strategic transition;

WHEREAS, on March 12, 2024, the Board, upon the recommendation of the Nominating & Governance Committee, engaged Calderwood & Harkness LLP, with offices at 787 Seventh Avenue, New York, NY 10019, United States, and at 25 Bishopsgate, London EC2N 3AR, United Kingdom (the "Governance Counsel"), as independent governance counsel to advise the Board on the CEO succession process and the Board's response to the activist campaign initiated by Corvus Peak Capital Partners LP. The engagement is led by Nathaniel Bower, Responsible Partner, and Colette Whitman, Billing Partner, and encompasses advisory services relating to fiduciary obligations, succession governance best practices, and the Board's interactions with activist shareholders;

WHEREAS, on March 18, 2024, the Board adopted a resolution forming a Special Committee of the Board of Directors (the "Special Committee"), composed of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, each of whom was determined by the Board to be an independent director within the meaning of Section 303A of the NYSE Listed Company Manual and the UK Corporate Governance Code (July 2018 edition). The Special Committee was vested with sole authority to oversee the CEO succession process, including the evaluation of internal and external candidates, the coordination of the Board's response to the Corvus Peak activist campaign, and such other matters as the Board might from time to time delegate to it. The Special Committee Charter was adopted on March 18, 2024, and was executed by Dame Elspeth Greenvale, in her capacity as Non-Executive Chair of the Board, and by Nadine Khalil, in her capacity as General Counsel and Corporate Secretary;

WHEREAS, on March 15, 2024, prior to the formation of the Special Committee but with the full authorization of the Board, the Nominating & Governance Committee retained Hargrove Tate Partners LLC, with offices at 200 Clarendon Street, 48th Floor, Boston, MA 02116 (the "Search Firm"), to conduct a formal executive search for a permanent Chief Executive Officer. The engagement is led by Christine Aldridge, Managing Partner of Hargrove Tate Partners LLC. The terms of the engagement provide for a flat fee of Seven Hundred Fifty Thousand Dollars ($750,000), payable in three equal installments of Two Hundred Fifty Thousand Dollars ($250,000) each. As of the date hereof, only the first installment of Two Hundred Fifty Thousand Dollars ($250,000) has been paid. The remaining two installments, aggregating Five Hundred Thousand Dollars ($500,000), have not become due and will not become payable unless and until the search process is resumed;

WHEREAS, the Special Committee, with the assistance of Hargrove Tate Partners LLC and Calderwood & Harkness LLP, identified and evaluated a slate of internal and external CEO candidates. The Governance Counsel provided the Board and the Special Committee with a comprehensive evaluation framework (dated April 5, 2024), which established objective criteria for assessing candidate qualifications, leadership experience, strategic vision, cultural alignment, and governance considerations. Calderwood & Harkness LLP further delivered to the Special Committee and the Board several advisory memoranda addressing, among other matters, (i) the fiduciary duties of directors in the context of CEO succession, (ii) considerations relating to the designation and potential permanent appointment of an interim CEO, and (iii) conflict-of-interest issues relating to certain candidates and their professional relationships. On April 18, 2024, the Special Committee conducted formal interviews with five (5) external candidates, including Jonathan Hale, former Chairman and Chief Executive Officer of Meridian Studios International Inc. The Special Committee's evaluation process was ongoing at the time of the 2024 AGM and had not reached a final recommendation;

WHEREAS, Corvus Peak Capital Partners LP (general partner: Corvus Peak Management LLC), with offices at 590 Lexington Avenue, 34th Floor, New York, NY 10022 (together with its affiliates, "Corvus Peak"), an activist shareholder holding approximately 8.7% of the Company's outstanding common shares (approximately 35,896,200 of 412,600,000 shares outstanding as of the record date for the 2024 AGM), initiated a proxy contest to elect three director nominees at the 2024 AGM in opposition to the Company's management slate. Corvus Peak's nominees were: (i) Malcolm Trask (age 58), former Chief Executive Officer of Archway Digital Holdings Inc.; (ii) Vanessa Loring (age 44), a Managing Director at Corvus Peak Capital Partners LP; and (iii) Dr. Raymond Chu (age 61), former President of Helix Media Networks Inc. The Company filed its definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the "SEC") on May 3, 2024, and Corvus Peak filed its definitive proxy statement on Schedule 14A on May 6, 2024. Cobalt Ridge Solutions ("ISS") published its proxy advisory report on May 17, 2024, recommending the election of two of the three Corvus Peak nominees (Trask and Chu) while recommending withholding authority from Loring. Westmark Solutions published its proxy advisory report on May 22, 2024, recommending the election of all three Corvus Peak nominees. In addition, Windermere Pension Trust, a significant institutional shareholder holding approximately 4.4% of the Company's outstanding common shares (approximately 18,154,400 shares), publicly declared its support for the full Corvus Peak slate on May 17, 2024;

WHEREAS, the 2024 Annual General Meeting was duly convened and held on June 7, 2024, at the Company's principal executive offices, at which meeting the election of directors was conducted under the plurality voting standard applicable to contested elections pursuant to Article II, Section 2.09(b) of the Bylaws. Of the 412,600,000 shares of common stock outstanding and entitled to vote as of the record date, 351,280,400 shares were voted at the meeting, representing approximately 85.1% of the total outstanding shares. The results of the contested election of directors were as follows:

Corvus Peak Nominees (Elected):

Incumbent Directors (Not Re-Elected):

The departure of Tobias Kessler, who served as Chair of the Special Committee, from the Board has rendered the Special Committee as originally constituted no longer operable, as the Special Committee Charter requires that the Chair of the Special Committee be a sitting member of the Board;

WHEREAS, on June 10, 2024, at the first meeting of the reconstituted Board following the 2024 AGM, the Board elected Malcolm Trask as Lead Independent Director of the Company and established a transitional governance arrangement under which Dame Elspeth Greenvale will continue to serve as Non-Executive Chair of the Board through September 30, 2024, at which time the Board will reassess the Chair position. Additionally, on June 17, 2024, the Board appointed Vanessa Loring as Chair of the reconstituted Nominating & Governance Committee, effective immediately;

WHEREAS, the reconstituted Board, having given careful consideration to the current state of the CEO succession process, the composition of the reconstituted Board, the need for the newly constituted Board to assess the Company's strategic direction and leadership requirements, and the fiduciary duties owed by the Board to the Company and its shareholders under the Delaware General Corporation Law (the "DGCL"), has determined that it is in the best interests of the Company and its shareholders to table the formal CEO succession process indefinitely in order to afford the newly constituted Board adequate time to (i) assess the Company's strategic direction and medium- to long-term priorities, (ii) evaluate the leadership capabilities and organizational needs appropriate for the Company's next stage of development, (iii) establish the Board's own governance priorities, including the potential restructuring of Board committees and advisory relationships, and (iv) consider the views of all Board members, including the newly elected directors, regarding the qualifications and attributes desired in a permanent Chief Executive Officer;

WHEREAS, the Board has further determined that Priya Nair-Whitfield should continue to serve as Interim Chief Executive Officer during the period in which the formal CEO succession process is tabled, so as to ensure operational continuity, maintain the confidence of the Company's employees, customers, partners, and investors, and preserve the value of the Company's ongoing business operations and strategic initiatives; and

WHEREAS, the Board acknowledges that the foregoing determinations and the actions contemplated by the resolutions set forth below are being taken in the good-faith exercise of the Board's fiduciary duties under the DGCL and in accordance with applicable governance standards, and that nothing in these resolutions shall be construed to limit the Board's discretion to take any further action regarding CEO succession at such time and in such manner as the Board may determine to be appropriate.

RESOLUTIONS

NOW, THEREFORE, BE IT:

Resolution 1 — Tabling of the CEO Succession Process

RESOLVED, that the formal CEO succession process initiated on or about March 15, 2024, including without limitation all activities undertaken by the Special Committee of the Board of Directors, the executive search conducted by Hargrove Tate Partners LLC, all candidate identification, screening, interviewing, and evaluation processes, and all related activities and deliberations, is hereby tabled indefinitely, effective immediately as of the date of adoption of these resolutions.

The tabling of the CEO succession process shall remain in effect until such time as the Board, in its sole and absolute discretion and in the exercise of its fiduciary duties under the DGCL and applicable governance standards, determines to resume the CEO succession process by further resolution of the Board duly adopted at a meeting at which a quorum is present, or by unanimous written consent of the Board in accordance with Section 141(f) of the DGCL and the Bylaws.

For the avoidance of doubt, the tabling of the CEO succession process shall not prejudice the rights of any candidate previously evaluated in connection with the succession process, nor shall it create any obligation on the part of the Company to re-engage any such candidate if and when the succession process is resumed. The Board retains full authority and discretion with respect to all aspects of the CEO succession, including without limitation the determination of candidate criteria, the engagement of search firms, and the timing and manner of any future CEO appointment.

Resolution 2 — Dissolution of the Special Committee

RESOLVED, that the Special Committee of the Board of Directors, formed by Board resolution on March 18, 2024, and composed of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn (the "Special Committee"), is hereby dissolved, effective immediately.

The Special Committee Charter adopted on March 18, 2024, and executed by Dame Elspeth Greenvale, as Non-Executive Chair of the Board, and Nadine Khalil, as General Counsel and Corporate Secretary, is hereby terminated in its entirety.

All authority, powers, and responsibilities previously delegated to the Special Committee pursuant to the Special Committee Charter and the Board resolution of March 18, 2024, including without limitation the authority to oversee the CEO succession process and to coordinate the Board's response to the Corvus Peak activist campaign, are hereby revested in the full Board of Directors. To the extent that any Board committee or other body established by the Board hereafter assumes responsibility for any matters previously within the purview of the Special Committee, such committee or body shall be so authorized by separate resolution of the Board.

The Board expresses its sincere gratitude to the members of the Special Committee — Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — for their dedicated service, diligent attention, and valuable contributions during the period of the Special Committee's operation. The Board particularly acknowledges the service of Tobias Kessler, who chaired the Special Committee and provided thoughtful leadership during a period of significant governance complexity for the Company.

Resolution 3 — Continuation of Priya Nair-Whitfield as Interim Chief Executive Officer

RESOLVED, that Priya Nair-Whitfield shall continue to serve as Interim Chief Executive Officer of the Company, with the same scope of authority, duties, and responsibilities, and under the same interim compensation arrangements, as established by the Board resolution of March 8, 2024, designating her as Interim Chief Executive Officer, until such time as the Board takes further action regarding the permanent CEO appointment or otherwise modifies the terms of her interim service by resolution duly adopted by the Board.

Ms. Nair-Whitfield shall continue to serve concurrently as Chief Operating Officer and Executive Director of the Company, with all attendant duties, responsibilities, and reporting obligations, including without limitation her obligations as an executive officer of the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the regulations promulgated thereunder, and as an officer of the Company subject to the UK Companies Act 2006 and the FCA Listing Rules, as applicable.

The Board expressly acknowledges that Ms. Nair-Whitfield's continued service as Interim Chief Executive Officer shall not constitute a predetermined outcome with respect to the permanent CEO appointment, and the Board hereby reserves full discretion to appoint any qualified individual — whether internal or external — as permanent Chief Executive Officer when the CEO succession process is resumed. Nothing in this resolution shall be construed to create any entitlement, expectation, or assurance on the part of Ms. Nair-Whitfield or any other person regarding the permanent CEO appointment. The Board further acknowledges that Ms. Nair-Whitfield's willingness to serve in the interim capacity has been, and continues to be, of significant value to the Company, and the Board commends her for her leadership during this period of transition.

Resolution 4 — Status of Hargrove Tate Partners LLC Engagement

RESOLVED, that the engagement of Hargrove Tate Partners LLC for the conduct of the CEO search, entered into on or about March 15, 2024, on the terms described in the recitals hereto, is hereby suspended, effective immediately, consistent with the tabling of the CEO succession process as provided in Resolution 1 above.

The Company shall not be obligated to pay any further installments of the Seven Hundred Fifty Thousand Dollar ($750,000) flat fee contemplated by the engagement terms unless and until the CEO search process is formally resumed by further action of the Board. As of the date hereof, only the first installment of Two Hundred Fifty Thousand Dollars ($250,000) has been paid by the Company to Hargrove Tate Partners LLC. The remaining two installments, each in the amount of Two Hundred Fifty Thousand Dollars ($250,000) and aggregating Five Hundred Thousand Dollars ($500,000), shall not become due or payable during the period of suspension.

The General Counsel and Corporate Secretary, Nadine Khalil, is hereby authorized and directed to notify Christine Aldridge, Managing Partner at Hargrove Tate Partners LLC, in writing, of the suspension of the engagement, and to clarify the Company's rights and obligations under the engagement terms, including without limitation any termination provisions, exclusivity periods, fee arrangements for resumed services, and obligations relating to the confidentiality and secure retention of candidate-related materials. Ms. Khalil is further authorized to negotiate any amendments to the engagement terms that may be necessary or appropriate in connection with the suspension, subject to the approval of the Board or the Nominating & Governance Committee, as applicable.

Resolution 5 — Preservation of Special Committee Records and Work Product

RESOLVED, that all records, materials, memoranda, correspondence, interview notes, candidate evaluation matrices, due diligence reports, presentations, meeting minutes, summaries, notes of deliberations, and all other documents and data (whether in physical or electronic form) generated by, for, or on behalf of the Special Committee, the Nominating & Governance Committee, or the Board in connection with the CEO succession process (collectively, the "Succession Materials") shall be preserved in their entirety and shall not be destroyed, altered, discarded, or otherwise disposed of, regardless of whether the succession process is subsequently resumed.

The Succession Materials shall be maintained under the direct supervision of the General Counsel and Corporate Secretary, Nadine Khalil, in a secure, access-controlled repository, in accordance with the Company's Document Retention and Information Governance Policy (effective January 1, 2023) and all applicable legal hold obligations, privilege protections, and data protection requirements.

The attorney-client privilege and work product protection attaching to all communications with, and materials prepared by, Calderwood & Harkness LLP, Ashworth Velmoran LLP, and any other legal advisors engaged by the Company, the Special Committee, or any Board committee in connection with the CEO succession process, the Corvus Peak activist campaign, or related governance matters, shall be maintained, preserved, and not waived, whether by disclosure, inadvertent production, or otherwise. The General Counsel and Corporate Secretary is directed to take all steps necessary to safeguard such privilege protections, including the implementation of appropriate access restrictions, privilege logs, and confidentiality protocols.

The preservation obligation set forth in this resolution extends to all materials held by Hargrove Tate Partners LLC, including without limitation candidate resumes, evaluation summaries, reference check memoranda, search progress reports, and all communications between Hargrove Tate Partners LLC and the Special Committee or its advisors. The General Counsel and Corporate Secretary is hereby directed to coordinate with Christine Aldridge at Hargrove Tate Partners LLC to ensure the secure retention of all search-related materials in accordance with the engagement terms and the Company's document retention policies, and to obtain from Hargrove Tate Partners LLC written confirmation of its compliance with such obligations.

Resolution 6 — Authorization of Officers

RESOLVED, that the officers of the Company, including Priya Nair-Whitfield, in her capacity as Interim Chief Executive Officer, Garrett Voss, in his capacity as Chief Financial Officer, and Nadine Khalil, in her capacity as General Counsel and Corporate Secretary, and each of them acting individually (each, an "Authorized Officer"), are hereby authorized and directed to take any and all actions and to execute, deliver, and file any and all agreements, instruments, certificates, notices, filings, and other documents as may be necessary, desirable, or appropriate to carry out the purposes and intent of the foregoing resolutions, with such modifications, amendments, or supplements as the Authorized Officer executing or delivering the same shall determine to be necessary or appropriate, the execution and delivery thereof being conclusive evidence of such determination.

Without limiting the generality of the foregoing, the Authorized Officers are specifically authorized and directed to:

(a) prepare and file, or cause to be prepared and filed, any Current Report on Form 8-K with the SEC, and any announcements required under the Market Abuse Regulation (EU) No. 596/2014 as it applies in the United Kingdom (the "UK MAR") and the FCA Disclosure Guidance and Transparency Rules (the "DTR"), in each case as may be required or advisable in connection with the adoption of these resolutions or the actions contemplated hereby;

(b) make any notifications or disclosures required to be made to the NYSE, the London Stock Exchange, or any other securities exchange, regulatory body, or governmental authority in connection with the matters addressed in these resolutions;

(c) communicate the substance of these resolutions to the Company's employees, business partners, investors, and other stakeholders as may be appropriate and consistent with the Company's communications policies and applicable securities laws; and

(d) take any other actions and execute any other documents as may be necessary or desirable in furtherance of the foregoing resolutions, including without limitation engaging with proxy advisory firms, institutional shareholders, and financial media as appropriate.

Resolution 7 — Ratification

RESOLVED, that any and all actions heretofore taken by any officer or director of the Company, in the name and on behalf of the Company, in connection with or in furtherance of the purposes and intent of the foregoing resolutions, including without limitation any communications, notifications, filings, or other actions taken prior to the formal adoption of these resolutions, are hereby approved, ratified, and confirmed in all respects as the acts and deeds of the Company, with the same force and effect as if such actions had been taken after the adoption of these resolutions.

[Remainder of this page intentionally left blank. Secretary's Certificate follows.]

SECRETARY'S CERTIFICATE

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

1. The foregoing resolutions (Resolutions 1 through 7, inclusive) were duly presented to and adopted by the Board of Directors of the Company at a meeting of the Board of Directors duly convened and held on June 14, 2024, at the Company's principal executive offices at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and simultaneously by secure videoconference.

2. A quorum of the directors of the Company was present in person or by videoconference throughout the meeting, as required by Article III, Section 3.08 of the Amended and Restated Bylaws of the Company (effective March 22, 2022).

3. The foregoing resolutions were adopted by the affirmative vote of a majority of the directors present at the meeting, with no director voting against any of the resolutions and no director abstaining from any vote thereon.

4. As of the date of this Certificate, the foregoing resolutions have not been amended, modified, supplemented, revoked, or rescinded, and remain in full force and effect.

5. I am the duly appointed and acting General Counsel and Corporate Secretary of the Company and am authorized to execute this Certificate on behalf of the Company.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date first set forth below.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Nadine Khalil

Title: General Counsel and Corporate Secretary

Date: June 14, 2024

[Corporate Seal]

EXHIBIT A

LIST OF SPECIAL COMMITTEE MEMBERS (For Reference Only)

The following individuals served as members of the Special Committee of the Board of Directors of Aurelius Global Media Group PLC from the date of the Special Committee's formation on March 18, 2024, through the date of its dissolution on June 14, 2024, pursuant to Resolution 2 above:

The Special Committee Charter, adopted on March 18, 2024, and executed by Dame Elspeth Greenvale (Non-Executive Chair) and Nadine Khalil (General Counsel and Corporate Secretary), has been terminated pursuant to Resolution 2 of the foregoing resolutions.

EXHIBIT B

DIRECTORS PRESENT AT MEETING OF JUNE 14, 2024 (Full Listing of Board Seats)

The Board of Directors of Aurelius Global Media Group PLC is comprised of ten (10) seats. As of the date of the meeting held on June 14, 2024, nine (9) seats are filled and one (1) seat remains vacant. The following table sets forth the full listing of Board seats, the director occupying each filled seat, and the status of the vacant seat:

Nine (9) of nine (9) directors then in office were present at the meeting of June 14, 2024, constituting a quorum under the Bylaws. The one (1) vacant seat (Seat No. 10, formerly held by Marcus Vane) has not been filled as of the date hereof. The Board may, at its discretion and subject to the Bylaws and applicable law, fill the vacancy by appointment or reduce the size of the Board to eliminate the vacant seat.

End of Resolutions and Exhibits

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

Nominee	Votes FOR	% of Votes Cast	Votes AGAINST / WITHHELD
Malcolm Trask	241,632,915	68.8%	109,647,485
Vanessa Loring	228,231,780	65.0%	123,048,620
Dr. Raymond Chu	234,554,027	66.8%	116,726,373
Director	Votes FOR	% of Votes Cast	Votes AGAINST / WITHHELD
Tobias Kessler	156,321,778	44.5%	194,958,622
Hugh Pemberton	138,204,558	39.3%	213,075,842
Sofia Delgado-Ríos	147,627,022	42.0%	203,653,378
No.	Name	Role on Special Committee	Current Board Status
1.	Tobias Kessler	Chair	No longer a member of the Board following the 2024 Annual General Meeting (not re-elected on June 7, 2024)
2.	Lucinda Farrow-Grant	Member	Continuing Independent Non-Executive Director
3.	Dr. Anwen Llewellyn	Member	Continuing Independent Non-Executive Director
Seat No.	Director	Position / Designation	Status	Present at June 14, 2024 Meeting
1	Dame Elspeth Greenvale	Transitional Non-Executive Chair	Filled	Yes (in person)
2	Priya Nair-Whitfield	Interim Chief Executive Officer; Chief Operating Officer; Executive Director	Filled	Yes (in person)
3	Lucinda Farrow-Grant	Independent Non-Executive Director	Filled	Yes (by videoconference)
4	Reginald Osei	Independent Non-Executive Director	Filled	Yes (in person)
5	Dr. Anwen Llewellyn	Independent Non-Executive Director	Filled	Yes (by videoconference)
6	Garrett Voss	Chief Financial Officer; Executive Director	Filled	Yes (in person)
7	Malcolm Trask	Lead Independent Director (Corvus Peak nominee; elected at 2024 AGM)	Filled	Yes (by videoconference)
8	Vanessa Loring	Independent Non-Executive Director; Chair, Nominating & Governance Committee (Corvus Peak nominee; elected at 2024 AGM)	Filled	Yes (by videoconference)
9	Dr. Raymond Chu	Independent Non-Executive Director (Corvus Peak nominee; elected at 2024 AGM)	Filled	Yes (by videoconference)
10	Vacant	Formerly held by Marcus Vane (resigned as CEO and Executive Director effective March 8, 2024)	Vacant	N/A

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
DRAFT — Prepared by Calderwood & Harkness LLP, Matter No. 1017-00002
RESOLUTIONS OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC
Adopted at a Meeting of the Board of Directors held on June 14, 2024
PREAMBLE AND RECITALS
AURELIUS GLOBAL MEDIA GROUP PLC (the "Company"), a public limited company incorporated under the laws of the State of Delaware (File Number 4827193; EIN 26-4831097) 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, and its registered agent in the State of Delaware being Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, DE 19801. The Company's common shares are listed and traded on the New York Stock Exchange under the ticker symbol "AGMG" and admitted to trading on the Main Market of the London Stock Exchange under the ticker symbol "AGMG.L."
A duly convened meeting of the Board of Directors of the Company (the "Board") was held on June 14, 2024, commencing at 2:00 p.m. British Summer Time (9:00 a.m. Eastern Daylight Time), at the Company's principal executive offices at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and simultaneously by secure videoconference, with the following directors constituting the reconstituted Board following the Company's 2024 Annual General Meeting held on June 7, 2024 (the "2024 AGM"), being present in person or by videoconference:
1.  Dame Elspeth Greenvale — Transitional Non-Executive Chair
2.  Priya Nair-Whitfield — Interim Chief Executive Officer and Chief Operating Officer; Executive Director
3.  Lucinda Farrow-Grant — Independent Non-Executive Director
4.  Reginald Osei — Independent Non-Executive Director
5.  Dr. Anwen Llewellyn — Independent Non-Executive Director
6.  Garrett Voss — Chief Financial Officer; Executive Director
7.  Malcolm Trask — Lead Independent Director (Corvus Peak nominee elected at the 2024 AGM)
8.  Vanessa Loring — Independent Non-Executive Director; Chair, Nominating & Governance Committee (Corvus Peak nominee elected at the 2024 AGM)
9.  Dr. Raymond Chu — Independent Non-Executive Director (Corvus Peak nominee elected at the 2024 AGM)
Also present at the meeting in a non-voting capacity was Nadine Khalil, the Company's General Counsel and Corporate Secretary.
The Chair confirmed that a quorum of directors was present throughout the meeting as required by Article III, Section 3.08 of the Amended and Restated Bylaws of the Company (effective March 22, 2022) (the "Bylaws"), and that proper notice of the meeting had been given to all directors in accordance with the Bylaws. The Chair thereupon called the meeting to order and proceeded to the consideration of the matters set forth below.
The Board, having reviewed the materials circulated in advance of the meeting, and having considered the presentations and recommendations of Calderwood & Harkness LLP, the Company's independent governance counsel, and the reports of the General Counsel and Corporate Secretary, and after full and careful deliberation, adopted the following recitals and resolutions:
Recitals.  WHEREAS, Marcus Vane resigned as Chief Executive Officer and Executive Director of the Company effective March 8, 2024, citing personal and family considerations. Pursuant to the terms of his Employment Agreement dated as of January 15, 2021, as amended (the "Vane Employment Agreement"), Mr. Vane is entitled to severance compensation in the aggregate amount of Fourteen Million Eight Hundred Thousand Dollars ($14,800,000), comprised of (i) Two Times (2×) base salary of Two Million Four Hundred Thousand Dollars ($2,400,000), totaling Four Million Eight Hundred Thousand Dollars ($4,800,000); (ii) Two Times (2×) target annual cash bonus of Two Million Four Hundred Thousand Dollars ($2,400,000), totaling Four Million Eight Hundred Thousand Dollars ($4,800,000); and (iii) accelerated vesting of outstanding equity awards with an estimated value of Five Million Two Hundred Thousand Dollars ($5,200,000), such amount being subject to final confirmation based on the closing price of the Company's common shares on the applicable vesting date. Mr. Vane remains subject to an eighteen (18)-month non-competition and non-solicitation covenant under Section 8 of the Vane Employment Agreement, which covenant will expire on September 8, 2025;
WHEREAS, on March 8, 2024, immediately upon Mr. Vane's resignation, the Board, acting by unanimous written consent, designated Priya Nair-Whitfield, the Company's Chief Operating Officer and Executive Director, as Interim Chief Executive Officer of the Company, pending completion of a formal CEO succession process. Ms. Nair-Whitfield has served with the Company since 2012 and has held positions of increasing responsibility within the organization, including Senior Vice President of Digital Strategy (2012–2016), Executive Vice President of Streaming (2016–2020), during which period she led the 2019 launch of the Company's Luminos streaming platform, and Chief Operating Officer (since 2020). The Board's interim designation recognized Ms. Nair-Whitfield's deep institutional knowledge, her operational expertise, and the critical importance of ensuring seamless continuity of executive leadership during a period of strategic transition;
WHEREAS, on March 12, 2024, the Board, upon the recommendation of the Nominating & Governance Committee, engaged Calderwood & Harkness LLP, with offices at 787 Seventh Avenue, New York, NY 10019, United States, and at 25 Bishopsgate, London EC2N 3AR, United Kingdom (the "Governance Counsel"), as independent governance counsel to advise the Board on the CEO succession process and the Board's response to the activist campaign initiated by Corvus Peak Capital Partners LP. The engagement is led by Nathaniel Bower, Responsible Partner, and Colette Whitman, Billing Partner, and encompasses advisory services relating to fiduciary obligations, succession governance best practices, and the Board's interactions with activist shareholders;
WHEREAS, on March 18, 2024, the Board adopted a resolution forming a Special Committee of the Board of Directors (the "Special Committee"), composed of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, each of whom was determined by the Board to be an independent director within the meaning of Section 303A of the NYSE Listed Company Manual and the UK Corporate Governance Code (July 2018 edition). The Special Committee was vested with sole authority to oversee the CEO succession process, including the evaluation of internal and external candidates, the coordination of the Board's response to the Corvus Peak activist campaign, and such other matters as the Board might from time to time delegate to it. The Special Committee Charter was adopted on March 18, 2024, and was executed by Dame Elspeth Greenvale, in her capacity as Non-Executive Chair of the Board, and by Nadine Khalil, in her capacity as General Counsel and Corporate Secretary;
WHEREAS, on March 15, 2024, prior to the formation of the Special Committee but with the full authorization of the Board, the Nominating & Governance Committee retained Hargrove Tate Partners LLC, with offices at 200 Clarendon Street, 48th Floor, Boston, MA 02116 (the "Search Firm"), to conduct a formal executive search for a permanent Chief Executive Officer. The engagement is led by Christine Aldridge, Managing Partner of Hargrove Tate Partners LLC. The terms of the engagement provide for a flat fee of Seven Hundred Fifty Thousand Dollars ($750,000), payable in three equal installments of Two Hundred Fifty Thousand Dollars ($250,000) each. As of the date hereof, only the first installment of Two Hundred Fifty Thousand Dollars ($250,000) has been paid. The remaining two installments, aggregating Five Hundred Thousand Dollars ($500,000), have not become due and will not become payable unless and until the search process is resumed;
WHEREAS, the Special Committee, with the assistance of Hargrove Tate Partners LLC and Calderwood & Harkness LLP, identified and evaluated a slate of internal and external CEO candidates. The Governance Counsel provided the Board and the Special Committee with a comprehensive evaluation framework (dated April 5, 2024), which established objective criteria for assessing candidate qualifications, leadership experience, strategic vision, cultural alignment, and governance considerations. Calderwood & Harkness LLP further delivered to the Special Committee and the Board several advisory memoranda addressing, among other matters, (i) the fiduciary duties of directors in the context of CEO succession, (ii) considerations relating to the designation and potential permanent appointment of an interim CEO, and (iii) conflict-of-interest issues relating to certain candidates and their professional relationships. On April 18, 2024, the Special Committee conducted formal interviews with five (5) external candidates, including Jonathan Hale, former Chairman and Chief Executive Officer of Meridian Studios International Inc. The Special Committee's evaluation process was ongoing at the time of the 2024 AGM and had not reached a final recommendation;
WHEREAS, Corvus Peak Capital Partners LP (general partner: Corvus Peak Management LLC), with offices at 590 Lexington Avenue, 34th Floor, New York, NY 10022 (together with its affiliates, "Corvus Peak"), an activist shareholder holding approximately 8.7% of the Company's outstanding common shares (approximately 35,896,200 of 412,600,000 shares outstanding as of the record date for the 2024 AGM), initiated a proxy contest to elect three director nominees at the 2024 AGM in opposition to the Company's management slate. Corvus Peak's nominees were: (i) Malcolm Trask (age 58), former Chief Executive Officer of Archway Digital Holdings Inc.; (ii) Vanessa Loring (age 44), a Managing Director at Corvus Peak Capital Partners LP; and (iii) Dr. Raymond Chu (age 61), former President of Helix Media Networks Inc. The Company filed its definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the "SEC") on May 3, 2024, and Corvus Peak filed its definitive proxy statement on Schedule 14A on May 6, 2024. Cobalt Ridge Solutions ("ISS") published its proxy advisory report on May 17, 2024, recommending the election of two of the three Corvus Peak nominees (Trask and Chu) while recommending withholding authority from Loring. Westmark Solutions published its proxy advisory report on May 22, 2024, recommending the election of all three Corvus Peak nominees. In addition, Windermere Pension Trust, a significant institutional shareholder holding approximately 4.4% of the Company's outstanding common shares (approximately 18,154,400 shares), publicly declared its support for the full Corvus Peak slate on May 17, 2024;
WHEREAS, the 2024 Annual General Meeting was duly convened and held on June 7, 2024, at the Company's principal executive offices, at which meeting the election of directors was conducted under the plurality voting standard applicable to contested elections pursuant to Article II, Section 2.09(b) of the Bylaws. Of the 412,600,000 shares of common stock outstanding and entitled to vote as of the record date, 351,280,400 shares were voted at the meeting, representing approximately 85.1% of the total outstanding shares. The results of the contested election of directors were as follows:
Corvus Peak Nominees (Elected):
Incumbent Directors (Not Re-Elected):
The departure of Tobias Kessler, who served as Chair of the Special Committee, from the Board has rendered the Special Committee as originally constituted no longer operable, as the Special Committee Charter requires that the Chair of the Special Committee be a sitting member of the Board;
WHEREAS, on June 10, 2024, at the first meeting of the reconstituted Board following the 2024 AGM, the Board elected Malcolm Trask as Lead Independent Director of the Company and established a transitional governance arrangement under which Dame Elspeth Greenvale will continue to serve as Non-Executive Chair of the Board through September 30, 2024, at which time the Board will reassess the Chair position. Additionally, on June 17, 2024, the Board appointed Vanessa Loring as Chair of the reconstituted Nominating & Governance Committee, effective immediately;
WHEREAS, the reconstituted Board, having given careful consideration to the current state of the CEO succession process, the composition of the reconstituted Board, the need for the newly constituted Board to assess the Company's strategic direction and leadership requirements, and the fiduciary duties owed by the Board to the Company and its shareholders under the Delaware General Corporation Law (the "DGCL"), has determined that it is in the best interests of the Company and its shareholders to table the formal CEO succession process indefinitely in order to afford the newly constituted Board adequate time to (i) assess the Company's strategic direction and medium- to long-term priorities, (ii) evaluate the leadership capabilities and organizational needs appropriate for the Company's next stage of development, (iii) establish the Board's own governance priorities, including the potential restructuring of Board committees and advisory relationships, and (iv) consider the views of all Board members, including the newly elected directors, regarding the qualifications and attributes desired in a permanent Chief Executive Officer;
WHEREAS, the Board has further determined that Priya Nair-Whitfield should continue to serve as Interim Chief Executive Officer during the period in which the formal CEO succession process is tabled, so as to ensure operational continuity, maintain the confidence of the Company's employees, customers, partners, and investors, and preserve the value of the Company's ongoing business operations and strategic initiatives; and
WHEREAS, the Board acknowledges that the foregoing determinations and the actions contemplated by the resolutions set forth below are being taken in the good-faith exercise of the Board's fiduciary duties under the DGCL and in accordance with applicable governance standards, and that nothing in these resolutions shall be construed to limit the Board's discretion to take any further action regarding CEO succession at such time and in such manner as the Board may determine to be appropriate.
RESOLUTIONS
NOW, THEREFORE, BE IT:
Resolution 1 — Tabling of the CEO Succession Process
RESOLVED, that the formal CEO succession process initiated on or about March 15, 2024, including without limitation all activities undertaken by the Special Committee of the Board of Directors, the executive search conducted by Hargrove Tate Partners LLC, all candidate identification, screening, interviewing, and evaluation processes, and all related activities and deliberations, is hereby tabled indefinitely, effective immediately as of the date of adoption of these resolutions.
The tabling of the CEO succession process shall remain in effect until such time as the Board, in its sole and absolute discretion and in the exercise of its fiduciary duties under the DGCL and applicable governance standards, determines to resume the CEO succession process by further resolution of the Board duly adopted at a meeting at which a quorum is present, or by unanimous written consent of the Board in accordance with Section 141(f) of the DGCL and the Bylaws.
For the avoidance of doubt, the tabling of the CEO succession process shall not prejudice the rights of any candidate previously evaluated in connection with the succession process, nor shall it create any obligation on the part of the Company to re-engage any such candidate if and when the succession process is resumed. The Board retains full authority and discretion with respect to all aspects of the CEO succession, including without limitation the determination of candidate criteria, the engagement of search firms, and the timing and manner of any future CEO appointment.
Resolution 2 — Dissolution of the Special Committee
RESOLVED, that the Special Committee of the Board of Directors, formed by Board resolution on March 18, 2024, and composed of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn (the "Special Committee"), is hereby dissolved, effective immediately.
The Special Committee Charter adopted on March 18, 2024, and executed by Dame Elspeth Greenvale, as Non-Executive Chair of the Board, and Nadine Khalil, as General Counsel and Corporate Secretary, is hereby terminated in its entirety.
All authority, powers, and responsibilities previously delegated to the Special Committee pursuant to the Special Committee Charter and the Board resolution of March 18, 2024, including without limitation the authority to oversee the CEO succession process and to coordinate the Board's response to the Corvus Peak activist campaign, are hereby revested in the full Board of Directors. To the extent that any Board committee or other body established by the Board hereafter assumes responsibility for any matters previously within the purview of the Special Committee, such committee or body shall be so authorized by separate resolution of the Board.
The Board expresses its sincere gratitude to the members of the Special Committee — Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — for their dedicated service, diligent attention, and valuable contributions during the period of the Special Committee's operation. The Board particularly acknowledges the service of Tobias Kessler, who chaired the Special Committee and provided thoughtful leadership during a period of significant governance complexity for the Company.
Resolution 3 — Continuation of Priya Nair-Whitfield as Interim Chief Executive Officer
RESOLVED, that Priya Nair-Whitfield shall continue to serve as Interim Chief Executive Officer of the Company, with the same scope of authority, duties, and responsibilities, and under the same interim compensation arrangements, as established by the Board resolution of March 8, 2024, designating her as Interim Chief Executive Officer, until such time as the Board takes further action regarding the permanent CEO appointment or otherwise modifies the terms of her interim service by resolution duly adopted by the Board.
Ms. Nair-Whitfield shall continue to serve concurrently as Chief Operating Officer and Executive Director of the Company, with all attendant duties, responsibilities, and reporting obligations, including without limitation her obligations as an executive officer of the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the regulations promulgated thereunder, and as an officer of the Company subject to the UK Companies Act 2006 and the FCA Listing Rules, as applicable.
The Board expressly acknowledges that Ms. Nair-Whitfield's continued service as Interim Chief Executive Officer shall not constitute a predetermined outcome with respect to the permanent CEO appointment, and the Board hereby reserves full discretion to appoint any qualified individual — whether internal or external — as permanent Chief Executive Officer when the CEO succession process is resumed. Nothing in this resolution shall be construed to create any entitlement, expectation, or assurance on the part of Ms. Nair-Whitfield or any other person regarding the permanent CEO appointment. The Board further acknowledges that Ms. Nair-Whitfield's willingness to serve in the interim capacity has been, and continues to be, of significant value to the Company, and the Board commends her for her leadership during this period of transition.
Resolution 4 — Status of Hargrove Tate Partners LLC Engagement
RESOLVED, that the engagement of Hargrove Tate Partners LLC for the conduct of the CEO search, entered into on or about March 15, 2024, on the terms described in the recitals hereto, is hereby suspended, effective immediately, consistent with the tabling of the CEO succession process as provided in Resolution 1 above.
The Company shall not be obligated to pay any further installments of the Seven Hundred Fifty Thousand Dollar ($750,000) flat fee contemplated by the engagement terms unless and until the CEO search process is formally resumed by further action of the Board. As of the date hereof, only the first installment of Two Hundred Fifty Thousand Dollars ($250,000) has been paid by the Company to Hargrove Tate Partners LLC. The remaining two installments, each in the amount of Two Hundred Fifty Thousand Dollars ($250,000) and aggregating Five Hundred Thousand Dollars ($500,000), shall not become due or payable during the period of suspension.
The General Counsel and Corporate Secretary, Nadine Khalil, is hereby authorized and directed to notify Christine Aldridge, Managing Partner at Hargrove Tate Partners LLC, in writing, of the suspension of the engagement, and to clarify the Company's rights and obligations under the engagement terms, including without limitation any termination provisions, exclusivity periods, fee arrangements for resumed services, and obligations relating to the confidentiality and secure retention of candidate-related materials. Ms. Khalil is further authorized to negotiate any amendments to the engagement terms that may be necessary or appropriate in connection with the suspension, subject to the approval of the Board or the Nominating & Governance Committee, as applicable.
Resolution 5 — Preservation of Special Committee Records and Work Product
RESOLVED, that all records, materials, memoranda, correspondence, interview notes, candidate evaluation matrices, due diligence reports, presentations, meeting minutes, summaries, notes of deliberations, and all other documents and data (whether in physical or electronic form) generated by, for, or on behalf of the Special Committee, the Nominating & Governance Committee, or the Board in connection with the CEO succession process (collectively, the "Succession Materials") shall be preserved in their entirety and shall not be destroyed, altered, discarded, or otherwise disposed of, regardless of whether the succession process is subsequently resumed.
The Succession Materials shall be maintained under the direct supervision of the General Counsel and Corporate Secretary, Nadine Khalil, in a secure, access-controlled repository, in accordance with the Company's Document Retention and Information Governance Policy (effective January 1, 2023) and all applicable legal hold obligations, privilege protections, and data protection requirements.
The attorney-client privilege and work product protection attaching to all communications with, and materials prepared by, Calderwood & Harkness LLP, Ashworth Velmoran LLP, and any other legal advisors engaged by the Company, the Special Committee, or any Board committee in connection with the CEO succession process, the Corvus Peak activist campaign, or related governance matters, shall be maintained, preserved, and not waived, whether by disclosure, inadvertent production, or otherwise. The General Counsel and Corporate Secretary is directed to take all steps necessary to safeguard such privilege protections, including the implementation of appropriate access restrictions, privilege logs, and confidentiality protocols.
The preservation obligation set forth in this resolution extends to all materials held by Hargrove Tate Partners LLC, including without limitation candidate resumes, evaluation summaries, reference check memoranda, search progress reports, and all communications between Hargrove Tate Partners LLC and the Special Committee or its advisors. The General Counsel and Corporate Secretary is hereby directed to coordinate with Christine Aldridge at Hargrove Tate Partners LLC to ensure the secure retention of all search-related materials in accordance with the engagement terms and the Company's document retention policies, and to obtain from Hargrove Tate Partners LLC written confirmation of its compliance with such obligations.
Resolution 6 — Authorization of Officers
RESOLVED, that the officers of the Company, including Priya Nair-Whitfield, in her capacity as Interim Chief Executive Officer, Garrett Voss, in his capacity as Chief Financial Officer, and Nadine Khalil, in her capacity as General Counsel and Corporate Secretary, and each of them acting individually (each, an "Authorized Officer"), are hereby authorized and directed to take any and all actions and to execute, deliver, and file any and all agreements, instruments, certificates, notices, filings, and other documents as may be necessary, desirable, or appropriate to carry out the purposes and intent of the foregoing resolutions, with such modifications, amendments, or supplements as the Authorized Officer executing or delivering the same shall determine to be necessary or appropriate, the execution and delivery thereof being conclusive evidence of such determination.
Without limiting the generality of the foregoing, the Authorized Officers are specifically authorized and directed to:
(a) prepare and file, or cause to be prepared and filed, any Current Report on Form 8-K with the SEC, and any announcements required under the Market Abuse Regulation (EU) No. 596/2014 as it applies in the United Kingdom (the "UK MAR") and the FCA Disclosure Guidance and Transparency Rules (the "DTR"), in each case as may be required or advisable in connection with the adoption of these resolutions or the actions contemplated hereby;
(b) make any notifications or disclosures required to be made to the NYSE, the London Stock Exchange, or any other securities exchange, regulatory body, or governmental authority in connection with the matters addressed in these resolutions;
(c) communicate the substance of these resolutions to the Company's employees, business partners, investors, and other stakeholders as may be appropriate and consistent with the Company's communications policies and applicable securities laws; and
(d) take any other actions and execute any other documents as may be necessary or desirable in furtherance of the foregoing resolutions, including without limitation engaging with proxy advisory firms, institutional shareholders, and financial media as appropriate.
Resolution 7 — Ratification
RESOLVED, that any and all actions heretofore taken by any officer or director of the Company, in the name and on behalf of the Company, in connection with or in furtherance of the purposes and intent of the foregoing resolutions, including without limitation any communications, notifications, filings, or other actions taken prior to the formal adoption of these resolutions, are hereby approved, ratified, and confirmed in all respects as the acts and deeds of the Company, with the same force and effect as if such actions had been taken after the adoption of these resolutions.
[Remainder of this page intentionally left blank. Secretary's Certificate follows.]
SECRETARY'S CERTIFICATE
I, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of the State of Delaware (the "Company"), do hereby certify that:
1.  The foregoing resolutions (Resolutions 1 through 7, inclusive) were duly presented to and adopted by the Board of Directors of the Company at a meeting of the Board of Directors duly convened and held on June 14, 2024, at the Company's principal executive offices at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and simultaneously by secure videoconference.
2.  A quorum of the directors of the Company was present in person or by videoconference throughout the meeting, as required by Article III, Section 3.08 of the Amended and Restated Bylaws of the Company (effective March 22, 2022).
3.  The foregoing resolutions were adopted by the affirmative vote of a majority of the directors present at the meeting, with no director voting against any of the resolutions and no director abstaining from any vote thereon.
4.  As of the date of this Certificate, the foregoing resolutions have not been amended, modified, supplemented, revoked, or rescinded, and remain in full force and effect.
5.  I am the duly appointed and acting General Counsel and Corporate Secretary of the Company and am authorized to execute this Certificate on behalf of the Company.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date first set forth below.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Nadine Khalil
Title: General Counsel and Corporate Secretary
Date: June 14, 2024
[Corporate Seal]
EXHIBIT A
LIST OF SPECIAL COMMITTEE MEMBERS (For Reference Only)
The following individuals served as members of the Special Committee of the Board of Directors of Aurelius Global Media Group PLC from the date of the Special Committee's formation on March 18, 2024, through the date of its dissolution on June 14, 2024, pursuant to Resolution 2 above:
The Special Committee Charter, adopted on March 18, 2024, and executed by Dame Elspeth Greenvale (Non-Executive Chair) and Nadine Khalil (General Counsel and Corporate Secretary), has been terminated pursuant to Resolution 2 of the foregoing resolutions.
EXHIBIT B
DIRECTORS PRESENT AT MEETING OF JUNE 14, 2024 (Full Listing of Board Seats)
The Board of Directors of Aurelius Global Media Group PLC is comprised of ten (10) seats. As of the date of the meeting held on June 14, 2024, nine (9) seats are filled and one (1) seat remains vacant. The following table sets forth the full listing of Board seats, the director occupying each filled seat, and the status of the vacant seat:
Nine (9) of nine (9) directors then in office were present at the meeting of June 14, 2024, constituting a quorum under the Bylaws. The one (1) vacant seat (Seat No. 10, formerly held by Marcus Vane) has not been filled as of the date hereof. The Board may, at its discretion and subject to the Bylaws and applicable law, fill the vacancy by appointment or reduce the size of the Board to eliminate the vacant seat.
End of Resolutions and Exhibits
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP — Matter No. 1017-00002
Nominee | Votes FOR | % of Votes Cast | Votes AGAINST / WITHHELD
Malcolm Trask | 241,632,915 | 68.8% | 109,647,485
Vanessa Loring | 228,231,780 | 65.0% | 123,048,620
Dr. Raymond Chu | 234,554,027 | 66.8% | 116,726,373
Director | Votes FOR | % of Votes Cast | Votes AGAINST / WITHHELD
Tobias Kessler | 156,321,778 | 44.5% | 194,958,622
Hugh Pemberton | 138,204,558 | 39.3% | 213,075,842
Sofia Delgado-Ríos | 147,627,022 | 42.0% | 203,653,378
No. | Name | Role on Special Committee | Current Board Status
1. | Tobias Kessler | Chair | No longer a member of the Board following the 2024 Annual General Meeting (not re-elected on June 7, 2024)
2. | Lucinda Farrow-Grant | Member | Continuing Independent Non-Executive Director
3. | Dr. Anwen Llewellyn | Member | Continuing Independent Non-Executive Director
Seat No. | Director | Position / Designation | Status | Present at June 14, 2024 Meeting
1 | Dame Elspeth Greenvale | Transitional Non-Executive Chair | Filled | Yes (in person)
2 | Priya Nair-Whitfield | Interim Chief Executive Officer; Chief Operating Officer; Executive Director | Filled | Yes (in person)
3 | Lucinda Farrow-Grant | Independent Non-Executive Director | Filled | Yes (by videoconference)
4 | Reginald Osei | Independent Non-Executive Director | Filled | Yes (in person)
5 | Dr. Anwen Llewellyn | Independent Non-Executive Director | Filled | Yes (by videoconference)
6 | Garrett Voss | Chief Financial Officer; Executive Director | Filled | Yes (in person)
7 | Malcolm Trask | Lead Independent Director (Corvus Peak nominee; elected at 2024 AGM) | Filled | Yes (by videoconference)
8 | Vanessa Loring | Independent Non-Executive Director; Chair, Nominating & Governance Committee (Corvus Peak nominee; elected at 2024 AGM) | Filled | Yes (by videoconference)
9 | Dr. Raymond Chu | Independent Non-Executive Director (Corvus Peak nominee; elected at 2024 AGM) | Filled | Yes (by videoconference)
10 | Vacant | Formerly held by Marcus Vane (resigned as CEO and Executive Director effective March 8, 2024) | Vacant | N/A

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

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

PREAMBLE AND RECITALS

RESOLUTIONS

NOW, THEREFORE, BE IT:

SECRETARY'S CERTIFICATE

AURELIUS GLOBAL MEDIA GROUP PLC

EXHIBIT A

EXHIBIT B

Record

Parties

Dates

Amounts