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

March 18, 2024

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

Drafted by: Audrey Zhou, Lead Associate Reviewed by: Nathaniel Bower, Responsible Partner

DRAFT — FOR BOARD CONSIDERATION AND ADOPTION

CHARTER OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC

Adopted by Resolution of the Board of Directors March 18, 2024

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RECITALS

WHEREAS, the Board of Directors (the "Board") of Aurelius Global Media Group PLC, a public limited company incorporated in the State of Delaware and registered as an overseas company in England and Wales (the "Company," "AGMG," or "Aurelius"), with shares of common stock listed on the New York Stock Exchange (the "NYSE") under ticker symbol "AGMG" and admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange Main Market under ticker symbol "AGMG.L," deems it advisable and in the best interests of the Company and its shareholders to establish a Special Committee of the Board for the purposes described herein;

WHEREAS, Marcus Vane resigned as Chief Executive Officer and Executive Director of the Company effective March 8, 2024, creating a leadership vacancy at the most senior executive level of the organization, and the Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer and Executive Director, as Interim Chief Executive Officer pending a formal succession process, with such designation intended to ensure continuity of operations while the Board conducts a thorough and deliberate search for a permanent successor;

WHEREAS, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership, filed an initial Schedule 13D with the United States Securities and Exchange Commission (the "SEC") on January 18, 2024, disclosing a 6.1% ownership stake in the Company's outstanding common shares, and subsequently filed an amended Schedule 13D on February 26, 2024, disclosing an increase in its beneficial ownership to 8.7% of the Company's outstanding common shares (approximately 35,896,200 shares of 412,600,000 shares outstanding as of the date of such filing), and announced its intention to nominate three director candidates for election at the Company's 2024 Annual General Meeting of Shareholders (the "2024 AGM");

WHEREAS, on February 12, 2024, Corvus Peak sent a letter to the Board demanding, among other things, the appointment of new independent directors acceptable to Corvus Peak, a comprehensive strategic review of the Company's business operations and capital allocation practices, and a formal CEO succession plan, asserting that the Company's current leadership and governance structures are inadequate to maximize shareholder value;

WHEREAS, on March 1, 2024, Corvus Peak submitted formal director nominations for the 2024 AGM in accordance with the advance notice provisions of the Company's Amended and Restated Bylaws, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu (collectively, the "Corvus Peak Nominees") as candidates for election to the Board;

WHEREAS, the Board has determined, following careful deliberation, that it is in the best interests of the Company and its shareholders to form a committee of independent, disinterested directors to oversee the CEO succession process and to coordinate the Board's response to the activist campaign by Corvus Peak, so as to ensure that these critical matters receive focused, independent attention and are conducted in a manner consistent with the Board's fiduciary duties;

WHEREAS, the Board has engaged Calderwood & Harkness LLP as independent governance counsel to the Board, effective March 12, 2024, to advise on the CEO succession process, the activist response, and related governance matters, such engagement reflecting the Board's determination that independent counsel, separate from the Company's standing outside counsel, is appropriate given the nature and significance of the matters at hand;

WHEREAS, the Nominating & Governance Committee of the Board has retained Hargrove Tate Partners LLC as executive search firm for the CEO search, effective March 15, 2024, to assist in the identification, screening, and evaluation of qualified candidates for the position of permanent Chief Executive Officer;

WHEREAS, the Board acts pursuant to the Amended and Restated Bylaws of the Company, effective March 22, 2022 (the "Bylaws"), and in accordance with the Delaware General Corporation Law, Title 8 of the Delaware Code (the "DGCL"), which grants the Board broad authority to delegate powers to committees of the Board;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby establishes the Special Committee (the "Committee") and adopts this Charter (this "Charter") setting forth the Committee's purpose, authority, composition, and operating procedures, as more fully described herein.

ARTICLE I — ESTABLISHMENT AND PURPOSE

Section 1.1 — Establishment

The Board hereby establishes the Special Committee of the Board of Directors of Aurelius Global Media Group PLC, effective as of March 18, 2024. The Committee is a standing committee of the Board formed pursuant to the Board's authority under Section 141(c) of the DGCL and Article III of the Amended and Restated Bylaws of the Company, which authorize the Board to designate one or more committees of the Board, each consisting of one or more directors, and to delegate to such committees such authority as the Board deems appropriate, subject to the limitations set forth in the DGCL.

The formation of the Committee reflects the Board's judgment that the concurrent challenges of CEO succession and activist shareholder engagement require the dedicated and focused attention of a committee of independent directors with the authority, resources, and mandate necessary to address these matters effectively and expeditiously.

Section 1.2 — Purpose

The Committee is established for the following purposes:

(a) CEO Succession Process Oversight. To oversee, manage, and direct a formal process for identifying, evaluating, and recommending to the full Board a permanent successor to serve as Chief Executive Officer of the Company, following the resignation of Marcus Vane effective March 8, 2024. This mandate encompasses all aspects of the CEO search process, from the establishment of candidate criteria and the direction of the executive search firm's activities, through the evaluation of internal and external candidates, to the formulation of a final recommendation to the Board regarding the selection and appointment of a permanent CEO. The Committee shall endeavor to conduct this process with appropriate rigor, fairness, and confidentiality, recognizing that the selection of a permanent CEO is among the most consequential decisions the Board will make and that the process itself will be subject to scrutiny by shareholders, analysts, and the public.

(b) Activist Response Coordination. To coordinate the Board's response to the activist campaign conducted by Corvus Peak Capital Partners LP, including but not limited to: evaluating Corvus Peak's demands and proposals as set forth in the February 12, 2024 demand letter and any subsequent communications; overseeing the Company's proxy contest strategy for the 2024 Annual General Meeting scheduled for June 7, 2024; evaluating potential defensive measures available to the Company; considering settlement or negotiated resolution with Corvus Peak; directing shareholder engagement and communication efforts; and managing the Company's response to Corvus Peak's § 220 books-and-records demand dated March 22, 2024. The Committee shall approach the activist response with an open mind, evaluating Corvus Peak's proposals on their merits while also safeguarding the interests of all shareholders.

(c) Related Matters. To address any other matters that the Board may from time to time delegate to the Committee relating to the CEO succession process, shareholder activism, or corporate governance matters arising in connection with the foregoing, including without limitation any litigation, regulatory inquiries, or disclosure obligations that may arise in connection with the matters described in subsections (a) and (b) above.

Section 1.3 — Fiduciary Standard

In discharging its responsibilities under this Charter, each member of the Committee shall act in accordance with the fiduciary duties of care and loyalty owed to the Company and its shareholders under Delaware law. The duty of care requires that each member act on an informed basis, in good faith, and in the honest belief that the action taken is in the best interests of the Company. The duty of loyalty requires that each member act free of conflicts of interest and refrain from placing personal interests or the interests of third parties above the interests of the Company and its shareholders.

The Committee shall endeavor to conduct its proceedings and make its recommendations in a manner that would withstand enhanced judicial scrutiny, including under the Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986), standards as applicable to the matters within the Committee's purview. In particular, to the extent the Committee evaluates defensive measures in response to the Corvus Peak campaign, it shall ensure that any measures recommended are reasonable in relation to the threat posed and are not disproportionate or preclusive, consistent with the framework articulated in Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995). The Committee shall maintain contemporaneous records of its deliberations and the bases for its decisions to facilitate any future judicial review.

ARTICLE II — COMPOSITION

Section 2.1 — Members

The Committee shall be composed of three (3) members of the Board, each of whom shall be an independent director as determined by the Board in accordance with the independence standards set forth in Section 303A of the NYSE Listed Company Manual and applicable provisions of the DGCL, the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations promulgated thereunder. The initial members of the Committee are:

(a) Tobias Kessler — Chair of the Committee. Mr. Kessler is an Independent Non-Executive Director of the Company, age 63, and the retired Managing Partner of Kessler Marsh Advisory LLP. Mr. Kessler brings extensive experience in advising media and communications companies on strategic and governance matters, and the Board has determined that he is well suited to lead the Committee's work.

(b) Lucinda Farrow-Grant — Member. Ms. Farrow-Grant is an Independent Non-Executive Director of the Company, age 55, and the Chief Executive Officer of Farrow-Grant Ventures Ltd. Ms. Farrow-Grant's experience in venture investment and media entrepreneurship provides the Committee with valuable perspective on leadership evaluation and strategic direction.

(c) Dr. Anwen Llewellyn — Member. Dr. Llewellyn is an Independent Non-Executive Director of the Company, age 46, and a professor of corporate strategy at Ashford Business School. Dr. Llewellyn's academic expertise in corporate governance, organizational leadership, and executive succession provides the Committee with a rigorous analytical framework for its deliberations.

The Board has determined that each of the foregoing members is independent, disinterested, and free from any material relationship with the Company, Corvus Peak, or any CEO candidate that would impair his or her ability to serve on the Committee and to exercise independent judgment in the discharge of the Committee's responsibilities. Biographical summaries of each Committee member are attached hereto as Appendix A.

Section 2.2 — Chair

Tobias Kessler shall serve as Chair of the Committee. The Chair shall preside at all meetings of the Committee, establish and approve the agenda for each meeting in consultation with the Committee's advisors, and serve as the primary liaison between the Committee and the full Board, the Company's management, and the Committee's independent advisors. The Chair shall have the authority to call meetings of the Committee and to make procedural and scheduling determinations on behalf of the Committee between meetings, subject to ratification by the Committee at its next meeting. In the event the Chair is unavailable for a particular meeting, the Chair may designate another member to preside at such meeting.

Section 2.3 — Independence Requirements

Each member of the Committee must satisfy the independence requirements of the NYSE Listed Company Manual (including Section 303A.02 thereof), the Company's Corporate Governance Guidelines (as most recently amended on September 14, 2023), and applicable provisions of the Exchange Act and the rules promulgated thereunder. No member of the Committee shall have any material relationship with the Company (other than as a director and in receipt of customary director compensation), with Corvus Peak Capital Partners LP or any of its affiliates, or with any CEO candidate under consideration by the Committee, that would impair his or her ability to exercise independent judgment in the discharge of the Committee's responsibilities.

For purposes of this Section, a "material relationship" shall include, without limitation, any direct or indirect financial interest, business relationship, family relationship, or other personal or professional connection that a reasonable person would conclude could influence the member's judgment or create an actual or apparent conflict of interest.

If at any time a member of the Committee ceases to satisfy the independence requirements set forth in this Section, or if circumstances arise that create an actual or potential conflict of interest with respect to the member's service on the Committee, such member shall promptly notify the Chair of the Committee (or, in the case of the Chair, the other members of the Committee) and the Chair of the Board. Upon receiving such notification, the Board shall evaluate the circumstances and take appropriate action, which may include replacing such member in accordance with Section 2.4 below.

Section 2.4 — Vacancies and Removal

In the event that a vacancy arises on the Committee, whether due to resignation, removal, disqualification, or any other cause, the Board shall promptly appoint a replacement member who satisfies the independence requirements of Section 2.3 above. Pending the appointment of a replacement, the remaining members of the Committee shall constitute the Committee, provided that a quorum continues to be present as required by Section 5.3 below.

Members of the Committee may be removed from the Committee at any time, with or without cause, by a majority vote of the full Board. Members of the Committee may resign from the Committee at any time by providing written notice to the Chair of the Board. Any such resignation shall be effective upon receipt of such notice or at such later date as may be specified therein.

Section 2.5 — Non-Member Attendance

The Committee may invite non-member directors, officers, employees, and advisors of the Company to attend meetings on an as-needed basis, in whole or in part, to provide information, analysis, or advice relevant to the Committee's deliberations. The decision to invite any non-member to attend a meeting or any portion thereof shall be made by the Chair in consultation with the other members of the Committee. Notwithstanding the foregoing, the Committee shall reserve the right to meet in executive session without any non-members present at any time, and shall not be required to permit any non-member to attend any meeting or portion thereof. In particular:

(a) Nadine Khalil, General Counsel & Corporate Secretary of the Company, may attend meetings of the Committee in a non-voting advisory capacity to provide legal and procedural support, including the preparation of minutes and the maintenance of records, unless the Committee determines that her presence is not appropriate for a particular discussion or session.

(b) Representatives of Calderwood & Harkness LLP, including Nathaniel Bower (Responsible Partner), Audrey Zhou (Lead Associate), and Brendan Walsh (Working Associate), may attend meetings at the invitation of the Committee to provide legal advice and analysis.

(c) Neither Priya Nair-Whitfield (in her capacity as a CEO candidate and Interim Chief Executive Officer) nor Garrett Voss (Chief Financial Officer) shall attend Committee meetings at which the Committee is deliberating on CEO candidate evaluation, comparative assessments of CEO candidates, or related matters, except as specifically invited by the Committee for discrete informational presentations. This restriction is intended to protect the integrity and independence of the CEO search process and to avoid any actual or perceived influence by interested parties on the Committee's deliberations.

(d) Representatives of Hargrove Tate Partners LLC, Brackenridge Howard Associates Inc., Citrine Advisory Group Inc., or other advisors retained by or available to the Committee may attend meetings at the invitation of the Committee.

All non-members attending Committee meetings shall be subject to the confidentiality obligations set forth in Section 6.3 of this Charter.

ARTICLE III — AUTHORITY AND RESPONSIBILITIES

Section 3.1 — General Authority

The Committee shall have the sole and exclusive authority delegated by the Board, to the fullest extent permitted under the DGCL and the Company's Certificate of Incorporation and Bylaws, to:

(a) Oversee all aspects of the CEO succession process, including the identification, screening, interviewing, and evaluation of internal and external CEO candidates, the establishment and application of evaluation criteria, and the formulation of a recommendation to the full Board regarding the selection and appointment of a permanent CEO;

(b) Direct and coordinate the Board's response to the Corvus Peak activist campaign, including the development and implementation of proxy contest defense strategies, the evaluation of Corvus Peak's demands and proposals, and the coordination of shareholder engagement and communications efforts;

(c) Evaluate potential defensive measures available to the Company, including but not limited to shareholder rights plans (commonly known as "poison pills"), bylaw amendments, and the exploration of strategic alternatives, and to recommend such measures to the full Board for consideration and approval;

(d) Evaluate, negotiate, and recommend to the full Board any settlement, cooperation agreement, standstill agreement, or other negotiated resolution with Corvus Peak Capital Partners LP or any of its affiliates, nominees, or representatives;

(e) Engage, retain, compensate, oversee, and terminate independent legal counsel, financial advisors, executive search firms, consultants, proxy solicitors, and other advisors as the Committee deems necessary or advisable in the performance of its duties, at the Company's expense and without further Board approval, it being understood that the Committee's authority to retain advisors is intended to be exercised independently and without interference from management;

(f) Access any books, records, facilities, and personnel of the Company as the Committee deems necessary or advisable to carry out its responsibilities, and to direct management to provide information, analysis, and cooperation as the Committee may request;

(g) Establish subcommittees of the Committee and delegate authority to such subcommittees or to individual members of the Committee as the Committee deems appropriate, provided that any subcommittee shall be composed solely of members of the Committee and shall report to the full Committee.

The foregoing delegation of authority is intended to be broad and shall be interpreted liberally to effectuate the purposes of this Charter. The Committee shall have all powers necessary and incidental to the exercise of the authority delegated herein.

Section 3.2 — CEO Succession Responsibilities

Without limiting the generality of Section 3.1, the Committee's specific responsibilities with respect to the CEO succession process shall include the following:

(a) Overseeing the engagement and directing the work of Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner; principal office: 200 Clarendon Street, 48th Floor, Boston, MA 02116) as executive search firm for the CEO search, including defining candidate criteria, reviewing and approving candidate slates, coordinating candidate interviews, and evaluating the search firm's performance. The Committee assumes supervisory authority over Hargrove Tate Partners' engagement effective as of the date of this Charter, notwithstanding that such engagement was initially made by the Nominating & Governance Committee.

(b) Coordinating with Brackenridge Howard Associates Inc. (Miriam Estabrook, Lead Consultant; principal office: 300 North LaSalle Street, Suite 4100, Chicago, IL 60654), the Compensation Committee's independent compensation consultant, on CEO compensation benchmarking for the successor CEO, including the review of peer group compensation data, the development of a competitive compensation framework, and the formulation of preliminary terms for inclusion in any employment agreement to be offered to the successor CEO.

(c) Establishing and applying consistent, objective evaluation criteria for all CEO candidates, whether internal or external, to ensure a fair, thorough, and well-documented process. Such criteria shall include, at a minimum, leadership experience, industry knowledge, strategic vision, cultural fit, track record of value creation, and ability to lead the Company through a period of heightened shareholder scrutiny and organizational change.

(d) Evaluating the candidacy of Priya Nair-Whitfield (internal candidate; Chief Operating Officer and Interim Chief Executive Officer of the Company) and any external candidates, including Jonathan Hale (former Chairman and Chief Executive Officer of Meridian Studios International Inc.), on a level playing field, applying the same evaluation criteria and process to each candidate. The Committee shall take particular care to avoid any appearance of a predetermined outcome in the CEO selection process, recognizing that such an appearance could undermine the credibility of the process and expose the Board to criticism from shareholders and other stakeholders.

(e) Identifying, evaluating, and addressing any conflicts of interest affecting CEO candidates, including without limitation the reported relationship between Jonathan Hale and Damien Solberg, Founding Partner & Chief Investment Officer of Corvus Peak Capital Partners LP, arising from their shared service on the board of directors of Keystone Digital Ventures Ltd. The Committee shall evaluate the nature, extent, and materiality of any such relationship and determine whether it raises concerns regarding the independence or suitability of the affected candidate. The Committee may request additional information from candidates, conduct due diligence, and engage advisors as necessary to fully evaluate any conflict of interest.

(f) Maintaining contemporaneous written records of all deliberations, interviews, evaluations, and decisions related to the CEO search, to document the Committee's adherence to its fiduciary obligations and to create a record that would support the Committee's process in the event of any future challenge or judicial review. Such records shall be maintained in accordance with applicable privilege protocols established by Calderwood & Harkness LLP.

(g) Making a final recommendation to the full Board regarding the selection of a permanent Chief Executive Officer, including a recommendation as to the terms of employment to be offered to the selected candidate, for the Board's consideration and approval.

Section 3.3 — Activist Response Responsibilities

Without limiting the generality of Section 3.1, the Committee's specific responsibilities with respect to the Corvus Peak activist campaign shall include the following:

(a) Overseeing the Company's proxy solicitation strategy for the 2024 Annual General Meeting, in coordination with Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director), which was retained by Company management on February 28, 2024 to serve as proxy solicitor. The Committee shall provide strategic direction to Citrine Advisory with respect to shareholder outreach, vote projections, and solicitation tactics.

(b) Reviewing and providing strategic direction on the Company's proxy materials filed with the SEC in connection with the 2024 AGM, including the preliminary and definitive proxy statements, any supplements thereto, and any other solicitation materials, to ensure that such materials accurately and effectively present the Board's position and recommendations to shareholders.

(c) Evaluating proposals or demands received from Corvus Peak, including the February 12, 2024 demand letter and any subsequent settlement overtures, cooperation proposals, or other communications, and formulating recommendations to the Board regarding the appropriate response to each such proposal or demand. The Committee shall consider the merits of Corvus Peak's proposals objectively, weighing the potential benefits against the potential risks and costs to the Company and its shareholders.

(d) Evaluating the merits and risks of potential defensive measures available to the Company, including without limitation shareholder rights plans, with the benefit of Calderwood & Harkness's legal analysis of the relevant Delaware law precedents, including Moran v. Household International, Inc., 500 A.2d 1346 (Del. 1985) (validating the adoption of poison pills as a general matter), and the proportionality and preclusion tests articulated in Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995). The Committee shall evaluate whether the adoption of any defensive measure is warranted in light of the specific circumstances and whether any such measure would be proportionate to the perceived threat.

(e) Monitoring and responding to the Company's § 220 books-and-records demand received from Corvus Peak on March 22, 2024, in coordination with the Company's General Counsel, Nadine Khalil, and Calderwood & Harkness LLP. The Committee shall ensure that the Company's response to the § 220 demand is timely, legally compliant, and protective of the Company's legitimate confidentiality interests, including the preservation of attorney-client privilege and work product protections.

(f) Directing shareholder engagement efforts, including outreach to key institutional shareholders, to understand their perspectives on the matters raised by Corvus Peak and to communicate the Board's position and the steps the Board is taking to address governance and leadership concerns. Key institutional shareholders for engagement purposes include, without limitation:

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

(ii) Ridgeway Asset Management Ltd. (Fiona Ashcroft, Head of Governance), which holds approximately 5.1% of the Company's outstanding common shares (approximately 21,042,600 shares); and

(iii) Windermere Pension Trust (Bernard Napier, Chief Investment Officer), which holds approximately 4.4% of the Company's outstanding common shares (approximately 18,154,400 shares).

The Committee shall coordinate with management and Citrine Advisory on the timing, messaging, and logistics of shareholder engagement activities.

(g) Evaluating and, if appropriate, recommending to the Board the engagement of a financial advisor to evaluate strategic alternatives as a potential response to Corvus Peak's demands or as a means of demonstrating the Board's commitment to maximizing shareholder value. Any such engagement shall be at the Company's expense and on terms negotiated by the Committee.

(h) Recommending to the full Board the terms of any negotiated settlement, cooperation agreement, standstill agreement, information sharing arrangement, or other resolution with Corvus Peak, including any agreement regarding Board composition, governance reforms, strategic initiatives, or other matters. The Committee shall evaluate any proposed settlement in light of the Board's fiduciary duties and the interests of all shareholders, not merely the interests of Corvus Peak.

Section 3.4 — Limitation on Authority

Notwithstanding the broad delegation of authority set forth in Sections 3.1, 3.2, and 3.3, the Committee shall not have authority to:

(a) Bind the Company to any agreement, commitment, or undertaking with Corvus Peak Capital Partners LP or any third party without the prior approval of the full Board, except for the retention of advisors as expressly provided in Section 3.1(e) of this Charter;

(b) Appoint or remove the Interim Chief Executive Officer or any permanent Chief Executive Officer without the approval of the full Board, it being understood that the Committee's role is to recommend a candidate to the Board and that the appointment decision rests with the full Board;

(c) Adopt or implement a shareholder rights plan or any other material defensive measure without the approval of the full Board, it being understood that the Committee may evaluate, analyze, and recommend such measures but that the decision to adopt or implement any such measure is reserved to the full Board;

(d) Take any action that would be inconsistent with the Company's Restated Certificate of Incorporation (originally filed with the Secretary of State of the State of Delaware on September 14, 2009; last restated March 22, 2022) (the "Certificate of Incorporation"), the Amended and Restated Bylaws of the Company (effective March 22, 2022), or applicable law, including the DGCL, the Exchange Act, the rules and regulations of the SEC, and the listing standards of the NYSE.

ARTICLE IV — INDEPENDENT ADVISORS

Section 4.1 — Right to Retain Advisors

The Committee shall have the authority, in its sole discretion and at the Company's expense, to retain and obtain advice and assistance from independent legal counsel, financial advisors, executive search firms, consultants, proxy solicitors, and other advisors as the Committee determines to be necessary or advisable in the performance of its duties under this Charter. The Committee may retain such advisors without prior Board approval and may negotiate the terms of any such engagement, including compensation, scope of services, and termination provisions. The Company shall provide adequate funding for the payment of compensation to any advisors retained by the Committee, as determined by the Committee.

Section 4.2 — Current Advisors

As of the date of this Charter, the following advisors have been engaged or are available to the Committee:

(a) Calderwood & Harkness LLP — independent governance counsel to the Board. The engagement team includes Nathaniel Bower (Responsible Partner), Colette Whitman (Billing Partner), Audrey Zhou (Lead Associate), and Brendan Walsh (Working Associate). Calderwood & Harkness's principal office is located at 787 Seventh Avenue, New York, NY 10019, with an additional London office at 25 Bishopsgate, London EC2N 3AR, United Kingdom. Calderwood & Harkness was engaged effective March 12, 2024, under Matter No. 1017-00002. Calderwood & Harkness's engagement encompasses advice on the CEO succession process, the activist response, corporate governance matters, privilege protocols, and related matters.

(b) Hargrove Tate Partners LLC — executive search firm for the CEO search. The Lead Partner for the engagement is Christine Aldridge, and the firm's principal office is located at 200 Clarendon Street, 48th Floor, Boston, MA 02116. Hargrove Tate Partners was retained effective March 15, 2024, initially by the Nominating & Governance Committee, with supervisory authority over the engagement transferred to this Committee effective as of the date of this Charter. The engagement provides for a flat fee of $750,000 plus reasonable expenses, payable in three equal installments of $250,000 each, with the first installment due upon commencement of the search and subsequent installments due upon delivery of the initial candidate slate and upon successful conclusion of the search, respectively.

(c) Citrine Advisory Group Inc. — proxy solicitor for Company management. The Managing Director for the engagement is Sandra Eriksson. Citrine Advisory was retained by Company management effective February 28, 2024, to advise on proxy solicitation strategy, shareholder outreach, and vote analysis in connection with the 2024 AGM and the Corvus Peak proxy contest.

The Committee acknowledges that Ashworth Velmoran LLP (Martin Cho, Lead Partner; One Liberty Plaza, New York, NY 10006) serves as the Company's standing outside counsel for mergers and acquisitions, securities, and general corporate matters. The Committee's engagement of Calderwood & Harkness LLP as independent governance counsel reflects the Board's determination that an independent advisor, separate from management-aligned counsel, is appropriate and desirable for the matters within the Committee's scope, in order to ensure that the Committee receives advice that is free from any actual or perceived conflicts of interest. The Committee shall coordinate with Ashworth Velmoran as appropriate on matters of shared concern, with Calderwood & Harkness establishing appropriate protocols to delineate the respective roles and responsibilities of the two firms and to ensure the preservation of applicable privileges.

Section 4.3 — Additional Advisors

The Committee may at any time engage additional advisors, including without limitation financial advisors to evaluate strategic alternatives, investment bankers, communications consultants, forensic accountants, and any other advisors the Committee deems appropriate, without further Board approval. Any such engagement shall be on terms negotiated by the Committee (or its Chair, acting on behalf of the Committee) and shall be at the Company's expense. The Committee shall inform the Board of any material advisor engagements at or prior to the next regularly scheduled Board meeting.

Section 4.4 — Advisor Independence

In selecting and retaining advisors, the Committee shall consider the independence of each proposed advisor in light of the applicable independence standards set forth in the NYSE Listed Company Manual (including Section 303A.05(c) thereof), applicable SEC rules (including Rule 10C-1 under the Exchange Act), and any other relevant standards or guidelines. While the Committee is not required to retain only advisors that satisfy formal independence tests, the Committee shall give due weight to the independence of its advisors and shall be prepared to articulate the basis for its determination that any advisor retained is able to provide objective, independent advice.

ARTICLE V — MEETINGS AND PROCEDURES

Section 5.1 — Frequency of Meetings

The Committee shall meet as frequently as it determines necessary to fulfill its responsibilities under this Charter, but in no event less than bi-weekly during the period of active CEO search and proxy contest activity. The Committee recognizes that the pace and demands of the CEO search and the proxy contest may require more frequent meetings, and the Committee shall adjust its meeting schedule accordingly. The Committee may also act by unanimous written consent in lieu of a meeting, in accordance with Section 141(f) of the DGCL.

Section 5.2 — Calling of Meetings

Meetings of the Committee may be called by the Chair or by any two (2) members of the Committee. Notice of meetings shall be given to each member at least twenty-four (24) hours in advance of the scheduled meeting time, unless such notice requirement is waived by all members of the Committee. In the case of urgent matters that, in the judgment of the Chair, require prompt attention, the Chair may call a meeting on such shorter notice as the Chair deems appropriate under the circumstances, provided that reasonable efforts are made to notify all members. Notice may be given by any means reasonably calculated to reach the members, including telephone, electronic mail, text message, or written communication.

Section 5.3 — Quorum and Voting

A quorum for the transaction of business at any meeting of the Committee shall consist of two (2) of the three (3) members of the Committee. The presence of a quorum shall be required for the Committee to take any action. Actions of the Committee shall be taken by majority vote of the members present at a meeting at which a quorum is present, or by unanimous written consent of all members of the Committee in lieu of a meeting. In the event of a tie vote (which may occur if one member has recused himself or herself), the matter shall be tabled for further deliberation or referred to the full Board as the remaining members deem appropriate.

Section 5.4 — Executive Sessions

The Committee shall have the authority to meet in executive session without the presence of management, other non-member directors, or non-invited advisors at any time and for any reason. The Committee is encouraged to hold executive sessions regularly, particularly when deliberating on CEO candidate evaluations, comparative assessments of candidates, settlement terms with Corvus Peak, defensive measures, or any other matter as to which the Committee determines that an executive session is appropriate. The Committee may also meet in executive session with only its independent advisors present.

Section 5.5 — Minutes and Records

The Committee shall maintain written minutes of its meetings, which shall be prepared by or under the supervision of the General Counsel & Corporate Secretary, Nadine Khalil, or such other person as the Chair may designate for this purpose. Minutes shall record the date, time, and place of each meeting (or that the meeting was held by telephone or video conference), the members present and absent, the non-members in attendance, a summary of the matters discussed and actions taken, and the vote on any matter submitted to a vote. Minutes shall be circulated to Committee members for review and approval at or prior to the next meeting of the Committee.

All minutes, materials, presentations, memoranda, correspondence, and other records of the Committee shall be maintained in accordance with the Company's document retention policies and any applicable privilege protocols established by Calderwood & Harkness LLP. The Committee shall take appropriate steps to ensure that privileged and confidential materials are maintained separately from non-privileged materials and are clearly marked as privileged and confidential. The Committee shall consult with Calderwood & Harkness on any questions regarding the preservation of attorney-client privilege or work product protection.

Section 5.6 — Participation by Telephone or Video

Members of the Committee may participate in meetings by telephone, video conference, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at such meeting for all purposes, including the determination of a quorum and the taking of any action. The Committee anticipates that a combination of in-person and remote meetings may be appropriate given the geographic locations and schedules of the Committee members and advisors.

ARTICLE VI — REPORTING TO THE BOARD

Section 6.1 — Regular Reports

The Chair of the Committee shall report to the full Board on the Committee's activities, findings, deliberations, and recommendations at each regularly scheduled meeting of the Board, or more frequently as circumstances warrant. Such reports may be delivered orally, in writing, or both, as the Chair deems appropriate. The Chair shall keep the Board apprised of material developments on a timely basis, including any significant changes in the CEO search process, any communications with Corvus Peak, any developments in the proxy contest, and any other matters that the Chair believes the full Board should be aware of between regularly scheduled Board meetings.

Section 6.2 — Recommendations

The Committee shall present its final recommendation regarding the selection of a permanent Chief Executive Officer to the full Board for consideration and approval. The Committee shall also present its recommendations regarding any proposed settlement or cooperation agreement with Corvus Peak, any proposed defensive measures, and any other material matters within the Committee's scope to the full Board for consideration and approval prior to implementation. The Committee's recommendations shall be accompanied by such supporting materials, analysis, and documentation as the Committee deems appropriate to enable the full Board to make an informed decision. The full Board retains ultimate decision-making authority over all matters within the Committee's scope, and the Committee's role is advisory and recommendatory in nature except to the extent that this Charter expressly delegates final decision-making authority to the Committee.

Section 6.3 — Confidentiality

Members of the Committee and all persons attending Committee meetings or otherwise receiving information regarding the Committee's activities shall maintain the strict confidentiality of all Committee deliberations, materials, analyses, communications, and proceedings. Information relating to the Committee's activities shall be shared with the full Board, management, and advisors only on a need-to-know basis and in accordance with applicable privilege and confidentiality protocols established by Calderwood & Harkness LLP and approved by the Committee.

The Committee shall take particular care to maintain the confidentiality of CEO search materials, including candidate lists, candidate evaluations, interview notes, and related communications, in light of the sensitivity of the search process and Corvus Peak's § 220 books-and-records demand dated March 22, 2024. Materials subject to attorney-client privilege or attorney work product protection shall be maintained in accordance with the privilege protocol established by Calderwood & Harkness, and any disclosure of such materials shall be approved by the Committee in consultation with Calderwood & Harkness. The Committee shall also consider the implications of Regulation FD under the Exchange Act in connection with any communications regarding the CEO search or the activist response.

ARTICLE VII — COORDINATION WITH OTHER COMMITTEES

Section 7.1 — Nominating & Governance Committee

The Committee shall coordinate with the Nominating & Governance Committee (the "N&G Committee") of the Board as appropriate with respect to director nomination processes, governance standards, and any matters that overlap between the Committee's CEO succession mandate and the N&G Committee's charter responsibilities. The Committee acknowledges that the N&G Committee has primary responsibility for the evaluation and nomination of director candidates, including the evaluation of the Corvus Peak Nominees (Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu) in connection with the 2024 AGM. The Committee shall coordinate with the N&G Committee on any matters relating to the Corvus Peak proxy contest that implicate the director nomination process.

The engagement of Hargrove Tate Partners LLC was initiated by the N&G Committee effective March 15, 2024, and the Committee assumes supervisory authority over the search firm's work going forward, effective as of the date of this Charter. The N&G Committee shall be consulted on the progress of the CEO search and shall have the opportunity to provide input on candidate criteria and evaluations, but the primary direction and oversight of the search shall rest with this Committee.

Section 7.2 — Compensation Committee

The Committee shall coordinate with the Compensation Committee of the Board as appropriate with respect to CEO compensation benchmarking, the development of compensation terms for the successor CEO, and the terms of any employment agreement, equity award, or other compensation arrangement to be offered to the selected candidate. The Compensation Committee's independent compensation consultant, Brackenridge Howard Associates Inc. (Miriam Estabrook, Lead Consultant; principal office: 300 North LaSalle Street, Suite 4100, Chicago, IL 60654), shall be available to the Committee for consultation on compensation matters, including peer group analysis, market benchmarking, and the design of performance-based compensation structures. The Committee recognizes that the Compensation Committee has primary responsibility for the approval of executive compensation arrangements, and the Committee's role with respect to compensation shall be limited to developing a preliminary compensation framework and recommendation for the Compensation Committee's review and approval.

Section 7.3 — Audit Committee

The Committee shall coordinate with the Audit Committee of the Board as needed on any financial reporting or disclosure matters arising from the CEO transition, the activist campaign, or any potential strategic transaction. Such matters may include, without limitation, the disclosure of the CEO succession process in the Company's periodic reports filed with the SEC, the disclosure of the activist campaign and any related costs in the Company's financial statements, and any other matters that the Audit Committee determines are within the scope of its charter responsibilities.

ARTICLE VIII — CONFLICTS OF INTEREST AND RECUSAL

Section 8.1 — Duty to Disclose

Each member of the Committee shall promptly disclose to the Committee any actual or potential conflict of interest relating to any matter under the Committee's consideration, including without limitation any personal, financial, or professional relationship with any CEO candidate, with Corvus Peak Capital Partners LP or any of its affiliates, principals, employees, or nominees, or with any other person or entity involved in the matters within the Committee's scope. The duty to disclose is a continuing obligation, and each member shall update the Committee promptly upon becoming aware of any new or changed circumstances that may give rise to an actual or potential conflict of interest.

Section 8.2 — Recusal

Any member of the Committee who has an actual conflict of interest with respect to a particular matter, or whose participation in deliberations on a particular matter would create an appearance of impropriety, shall recuse himself or herself from deliberations and voting on that matter. Such recusal shall be noted in the minutes of the relevant meeting, including a description of the nature of the conflict and the matters from which the member recused. A member who recuses himself or herself from a particular matter shall not be counted for purposes of determining whether a quorum is present with respect to that matter, provided that at least two (2) members of the Committee remain available to deliberate and vote. If the recusal of a member would result in fewer than two members being available to deliberate and vote on a matter, the Committee shall refer the matter to the full Board for consideration.

ARTICLE IX — RESOURCES AND FUNDING

Section 9.1 — Company Funding

The Company shall provide adequate funding, as determined by the Committee in the exercise of its reasonable judgment, for the Committee to fulfill its responsibilities under this Charter, including without limitation payment of:

(a) Compensation and reimbursement of expenses to any advisors retained by the Committee pursuant to Article IV of this Charter, including legal fees, search firm fees, consulting fees, and any other fees and expenses incurred by such advisors in connection with their engagement;

(b) Ordinary administrative expenses of the Committee, including travel expenses incurred by Committee members and advisors in attending meetings or conducting Committee business, document reproduction and production costs, communication costs, and facilities costs;

The Company's obligation to provide funding under this Section is unconditional and shall not be subject to management approval or budgetary limitations, except as provided in Section 9.2 below.

Section 9.2 — No Cap

There shall be no predetermined cap or ceiling on the Committee's expenditures, and the Company shall not impose any budgetary limitation on the Committee's activities without the Committee's prior consent. The Committee shall, however, exercise reasonable judgment in incurring expenses and shall keep the Board informed of material expenditures on a regular basis. The Committee shall provide the Board with a summary of material expenditures at each regularly scheduled Board meeting.

ARTICLE X — DURATION AND DISSOLUTION

Section 10.1 — Duration

The Committee shall continue in existence until the earliest to occur of the following:

(a) The appointment by the Board of a permanent Chief Executive Officer of the Company and the conclusion of the Board's response to the Corvus Peak activist campaign, including the resolution of any proxy contest, settlement negotiations, or related matters, as determined by the Board;

(b) The dissolution of the Committee by resolution of the full Board, which may be adopted at any time in the Board's discretion; or

The Committee shall not be dissolved solely by reason of the completion of one of its mandates (for example, the CEO succession process) if the other mandate (the activist response) remains pending, unless the Board determines otherwise.

Section 10.2 — Dissolution

Upon dissolution of the Committee, the Committee shall deliver to the Board a final report summarizing its activities, findings, recommendations, and any pending matters that require the Board's continued attention. All records, materials, minutes, correspondence, and other documents of the Committee shall be preserved in accordance with the Company's document retention policies and applicable privilege protocols established by Calderwood & Harkness LLP. The preservation of such records shall survive the dissolution of the Committee, and the Company shall ensure that such records remain accessible to the Board, the Company's counsel, and any other authorized persons.

ARTICLE XI — AMENDMENT

Section 11.1 — Amendment

This Charter may be amended, supplemented, or restated at any time by resolution of the full Board. No amendment to this Charter shall be effective unless adopted by the Board. The Committee may recommend amendments to this Charter to the Board for consideration, and shall propose such amendments as it deems necessary or advisable based on its experience in carrying out its responsibilities or in response to changes in applicable law, listing standards, or best practices.

ARTICLE XII — GOVERNING LAW AND FORUM

Section 12.1 — Governing Law

This Charter and the authority, powers, and responsibilities of the Committee established hereunder shall be governed by and construed in accordance with the DGCL and the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws, as each may be amended from time to time.

Section 12.2 — Exclusive Forum

Consistent with Section 11.1 of the Amended and Restated Bylaws of the Company, any dispute, claim, or proceeding arising out of or relating to this Charter, the Committee's actions or omissions, or the authority delegated to the Committee hereunder shall be subject to the exclusive jurisdiction of 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 the United States District Court for the District of Delaware), to the extent such dispute constitutes an intra-corporate dispute within the meaning of the DGCL and the Company's Bylaws. Each member of the Committee and the Company consents to personal jurisdiction and venue in such courts and waives any objection to the convenience of the forum.

ADOPTION AND ATTESTATION

This Charter of the Special Committee of the Board of Directors of Aurelius Global Media Group PLC was duly adopted by resolution of the Board of Directors of Aurelius Global Media Group PLC at a meeting of the Board held on March 18, 2024, at which a quorum was present and acting throughout.

IN WITNESS WHEREOF, the undersigned have executed this Charter as of the date first set forth above.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Dame Elspeth Greenvale

Title: Independent Non-Executive Chair of the Board of Directors

Date: ________

ATTESTED:

By: ________

Name: Nadine Khalil

Title: General Counsel & Corporate Secretary

Date: ________

DRAFT — Subject to Board approval at the Board meeting of March 18, 2024

APPENDIX A — COMMITTEE MEMBER BIOGRAPHIES (Summary)

Tobias Kessler (Chair)

Age 63. Mr. Kessler has served as an Independent Non-Executive Director of Aurelius Global Media Group PLC since 2017. He is the retired Managing Partner of Kessler Marsh Advisory LLP, a boutique advisory firm specializing in strategic and governance consulting for media, entertainment, and communications companies. During his more than thirty-year career at Kessler Marsh, Mr. Kessler advised boards and management teams of leading media companies on governance, succession planning, mergers and acquisitions, and shareholder engagement matters. Mr. Kessler holds a B.A. from Yale University and an M.B.A. from the Wharton School of the University of Pennsylvania. He currently serves on the advisory board of the Center for Corporate Governance at Columbia Law School. The Board has determined that Mr. Kessler's extensive advisory experience in the media sector, combined with his deep understanding of corporate governance best practices, makes him ideally suited to chair the Special Committee.

Lucinda Farrow-Grant

Age 55. Ms. Farrow-Grant has served as an Independent Non-Executive Director of Aurelius Global Media Group PLC since 2019. She is the Chief Executive Officer and founder of Farrow-Grant Ventures Ltd., a London-based venture investment firm focused on digital media, content creation, and media technology. Prior to founding Farrow-Grant Ventures, Ms. Farrow-Grant served as Managing Director at Bayside Media Partners and held senior strategy roles at Ridgeline Enterprises and Larkspur Industries. Ms. Farrow-Grant holds a B.Sc. in Economics from the London School of Economics and an M.B.A. from INSEAD. She brings to the Committee extensive experience in evaluating leadership talent, assessing strategic direction in media companies, and engaging with institutional investors.

Dr. Anwen Llewellyn

Age 46. Dr. Llewellyn has served as an Independent Non-Executive Director of Aurelius Global Media Group PLC since 2021. She is a professor of corporate strategy at Ashford Business School, where she holds the Pemberton Chair in Organizational Leadership. Dr. Llewellyn's research and teaching focus on corporate governance, executive succession, board effectiveness, and organizational transformation. She is the author of numerous peer-reviewed articles and two books on corporate governance, including Governing for Growth: Board Leadership in the Modern Enterprise (Oxford University Press, 2020). Dr. Llewellyn holds a B.A. from the University of Cambridge, an M.Phil. from the University of Oxford, and a Ph.D. in Management from the Massachusetts Institute of Technology. She brings to the Committee rigorous analytical expertise in corporate governance and a deep understanding of the academic and empirical literature on executive succession best practices.

APPENDIX B — KEY DATES AND MILESTONES (Reference)

The following is a summary of key dates and milestones relevant to the Committee's mandate, provided for reference purposes:

— End of Charter —

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP	787 Seventh Avenue, New York, NY 10019	Matter No. 1017-00002 Drafted by: Audrey Zhou, Lead Associate	Reviewed by: Nathaniel Bower, Responsible Partner DRAFT — For Board Consideration and Adoption — March 18, 2024
Date	Event
January 18, 2024	Corvus Peak Capital Partners LP files initial Schedule 13D with the SEC, disclosing 6.1% beneficial ownership of the Company's outstanding common shares
February 12, 2024	Corvus Peak sends demand letter to the Board, requesting the appointment of new independent directors, a strategic review, and a formal CEO succession plan
February 26, 2024	Corvus Peak files amended Schedule 13D, disclosing increase in beneficial ownership to 8.7% (approximately 35,896,200 shares of 412,600,000 shares outstanding); announces intent to nominate director candidates for the 2024 AGM
February 28, 2024	Company management retains Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director) as proxy solicitor
March 1, 2024	Corvus Peak submits formal director nominations for the 2024 AGM, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu (the "Corvus Peak Nominees")
March 8, 2024	Marcus Vane resigns as Chief Executive Officer and Executive Director, effective immediately; Board designates Priya Nair-Whitfield (COO and Executive Director) as Interim Chief Executive Officer
March 11, 2024	Advance notice window for director nominations at the 2024 AGM closes pursuant to the Company's Amended and Restated Bylaws
March 12, 2024	Board engages Calderwood & Harkness LLP as independent governance counsel (Matter No. 1017-00002)
March 15, 2024	Nominating & Governance Committee retains Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner) as executive search firm for the CEO search
March 18, 2024	Board forms Special Committee and adopts this Charter; Special Committee assumes supervisory authority over the Hargrove Tate Partners engagement
March 22, 2024	Corvus Peak sends § 220 books-and-records demand to the Company
June 7, 2024	2024 Annual General Meeting of Shareholders (scheduled date; the 2023 AGM was held on June 9, 2023)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT
March 18, 2024
Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019 Matter No. 1017-00002
Drafted by: Audrey Zhou, Lead Associate Reviewed by: Nathaniel Bower, Responsible Partner
DRAFT — FOR BOARD CONSIDERATION AND ADOPTION
CHARTER OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC
Adopted by Resolution of the Board of Directors March 18, 2024
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RECITALS
WHEREAS, the Board of Directors (the "Board") of Aurelius Global Media Group PLC, a public limited company incorporated in the State of Delaware and registered as an overseas company in England and Wales (the "Company," "AGMG," or "Aurelius"), with shares of common stock listed on the New York Stock Exchange (the "NYSE") under ticker symbol "AGMG" and admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange Main Market under ticker symbol "AGMG.L," deems it advisable and in the best interests of the Company and its shareholders to establish a Special Committee of the Board for the purposes described herein;
WHEREAS, Marcus Vane resigned as Chief Executive Officer and Executive Director of the Company effective March 8, 2024, creating a leadership vacancy at the most senior executive level of the organization, and the Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer and Executive Director, as Interim Chief Executive Officer pending a formal succession process, with such designation intended to ensure continuity of operations while the Board conducts a thorough and deliberate search for a permanent successor;
WHEREAS, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership, filed an initial Schedule 13D with the United States Securities and Exchange Commission (the "SEC") on January 18, 2024, disclosing a 6.1% ownership stake in the Company's outstanding common shares, and subsequently filed an amended Schedule 13D on February 26, 2024, disclosing an increase in its beneficial ownership to 8.7% of the Company's outstanding common shares (approximately 35,896,200 shares of 412,600,000 shares outstanding as of the date of such filing), and announced its intention to nominate three director candidates for election at the Company's 2024 Annual General Meeting of Shareholders (the "2024 AGM");
WHEREAS, on February 12, 2024, Corvus Peak sent a letter to the Board demanding, among other things, the appointment of new independent directors acceptable to Corvus Peak, a comprehensive strategic review of the Company's business operations and capital allocation practices, and a formal CEO succession plan, asserting that the Company's current leadership and governance structures are inadequate to maximize shareholder value;
WHEREAS, on March 1, 2024, Corvus Peak submitted formal director nominations for the 2024 AGM in accordance with the advance notice provisions of the Company's Amended and Restated Bylaws, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu (collectively, the "Corvus Peak Nominees") as candidates for election to the Board;
WHEREAS, the Board has determined, following careful deliberation, that it is in the best interests of the Company and its shareholders to form a committee of independent, disinterested directors to oversee the CEO succession process and to coordinate the Board's response to the activist campaign by Corvus Peak, so as to ensure that these critical matters receive focused, independent attention and are conducted in a manner consistent with the Board's fiduciary duties;
WHEREAS, the Board has engaged Calderwood & Harkness LLP as independent governance counsel to the Board, effective March 12, 2024, to advise on the CEO succession process, the activist response, and related governance matters, such engagement reflecting the Board's determination that independent counsel, separate from the Company's standing outside counsel, is appropriate given the nature and significance of the matters at hand;
WHEREAS, the Nominating & Governance Committee of the Board has retained Hargrove Tate Partners LLC as executive search firm for the CEO search, effective March 15, 2024, to assist in the identification, screening, and evaluation of qualified candidates for the position of permanent Chief Executive Officer;
WHEREAS, the Board acts pursuant to the Amended and Restated Bylaws of the Company, effective March 22, 2022 (the "Bylaws"), and in accordance with the Delaware General Corporation Law, Title 8 of the Delaware Code (the "DGCL"), which grants the Board broad authority to delegate powers to committees of the Board;
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby establishes the Special Committee (the "Committee") and adopts this Charter (this "Charter") setting forth the Committee's purpose, authority, composition, and operating procedures, as more fully described herein.
ARTICLE I — ESTABLISHMENT AND PURPOSE
Section 1.1 — Establishment
The Board hereby establishes the Special Committee of the Board of Directors of Aurelius Global Media Group PLC, effective as of March 18, 2024. The Committee is a standing committee of the Board formed pursuant to the Board's authority under Section 141(c) of the DGCL and Article III of the Amended and Restated Bylaws of the Company, which authorize the Board to designate one or more committees of the Board, each consisting of one or more directors, and to delegate to such committees such authority as the Board deems appropriate, subject to the limitations set forth in the DGCL.
The formation of the Committee reflects the Board's judgment that the concurrent challenges of CEO succession and activist shareholder engagement require the dedicated and focused attention of a committee of independent directors with the authority, resources, and mandate necessary to address these matters effectively and expeditiously.
Section 1.2 — Purpose
The Committee is established for the following purposes:
(a) CEO Succession Process Oversight. To oversee, manage, and direct a formal process for identifying, evaluating, and recommending to the full Board a permanent successor to serve as Chief Executive Officer of the Company, following the resignation of Marcus Vane effective March 8, 2024. This mandate encompasses all aspects of the CEO search process, from the establishment of candidate criteria and the direction of the executive search firm's activities, through the evaluation of internal and external candidates, to the formulation of a final recommendation to the Board regarding the selection and appointment of a permanent CEO. The Committee shall endeavor to conduct this process with appropriate rigor, fairness, and confidentiality, recognizing that the selection of a permanent CEO is among the most consequential decisions the Board will make and that the process itself will be subject to scrutiny by shareholders, analysts, and the public.
(b) Activist Response Coordination. To coordinate the Board's response to the activist campaign conducted by Corvus Peak Capital Partners LP, including but not limited to: evaluating Corvus Peak's demands and proposals as set forth in the February 12, 2024 demand letter and any subsequent communications; overseeing the Company's proxy contest strategy for the 2024 Annual General Meeting scheduled for June 7, 2024; evaluating potential defensive measures available to the Company; considering settlement or negotiated resolution with Corvus Peak; directing shareholder engagement and communication efforts; and managing the Company's response to Corvus Peak's § 220 books-and-records demand dated March 22, 2024. The Committee shall approach the activist response with an open mind, evaluating Corvus Peak's proposals on their merits while also safeguarding the interests of all shareholders.
(c) Related Matters. To address any other matters that the Board may from time to time delegate to the Committee relating to the CEO succession process, shareholder activism, or corporate governance matters arising in connection with the foregoing, including without limitation any litigation, regulatory inquiries, or disclosure obligations that may arise in connection with the matters described in subsections (a) and (b) above.
Section 1.3 — Fiduciary Standard
In discharging its responsibilities under this Charter, each member of the Committee shall act in accordance with the fiduciary duties of care and loyalty owed to the Company and its shareholders under Delaware law. The duty of care requires that each member act on an informed basis, in good faith, and in the honest belief that the action taken is in the best interests of the Company. The duty of loyalty requires that each member act free of conflicts of interest and refrain from placing personal interests or the interests of third parties above the interests of the Company and its shareholders.
The Committee shall endeavor to conduct its proceedings and make its recommendations in a manner that would withstand enhanced judicial scrutiny, including under the Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986), standards as applicable to the matters within the Committee's purview. In particular, to the extent the Committee evaluates defensive measures in response to the Corvus Peak campaign, it shall ensure that any measures recommended are reasonable in relation to the threat posed and are not disproportionate or preclusive, consistent with the framework articulated in Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995). The Committee shall maintain contemporaneous records of its deliberations and the bases for its decisions to facilitate any future judicial review.
ARTICLE II — COMPOSITION
Section 2.1 — Members
The Committee shall be composed of three (3) members of the Board, each of whom shall be an independent director as determined by the Board in accordance with the independence standards set forth in Section 303A of the NYSE Listed Company Manual and applicable provisions of the DGCL, the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations promulgated thereunder. The initial members of the Committee are:
(a) Tobias Kessler — Chair of the Committee. Mr. Kessler is an Independent Non-Executive Director of the Company, age 63, and the retired Managing Partner of Kessler Marsh Advisory LLP. Mr. Kessler brings extensive experience in advising media and communications companies on strategic and governance matters, and the Board has determined that he is well suited to lead the Committee's work.
(b) Lucinda Farrow-Grant — Member. Ms. Farrow-Grant is an Independent Non-Executive Director of the Company, age 55, and the Chief Executive Officer of Farrow-Grant Ventures Ltd. Ms. Farrow-Grant's experience in venture investment and media entrepreneurship provides the Committee with valuable perspective on leadership evaluation and strategic direction.
(c) Dr. Anwen Llewellyn — Member. Dr. Llewellyn is an Independent Non-Executive Director of the Company, age 46, and a professor of corporate strategy at Ashford Business School. Dr. Llewellyn's academic expertise in corporate governance, organizational leadership, and executive succession provides the Committee with a rigorous analytical framework for its deliberations.
The Board has determined that each of the foregoing members is independent, disinterested, and free from any material relationship with the Company, Corvus Peak, or any CEO candidate that would impair his or her ability to serve on the Committee and to exercise independent judgment in the discharge of the Committee's responsibilities. Biographical summaries of each Committee member are attached hereto as Appendix A.
Section 2.2 — Chair
Tobias Kessler shall serve as Chair of the Committee. The Chair shall preside at all meetings of the Committee, establish and approve the agenda for each meeting in consultation with the Committee's advisors, and serve as the primary liaison between the Committee and the full Board, the Company's management, and the Committee's independent advisors. The Chair shall have the authority to call meetings of the Committee and to make procedural and scheduling determinations on behalf of the Committee between meetings, subject to ratification by the Committee at its next meeting. In the event the Chair is unavailable for a particular meeting, the Chair may designate another member to preside at such meeting.
Section 2.3 — Independence Requirements
Each member of the Committee must satisfy the independence requirements of the NYSE Listed Company Manual (including Section 303A.02 thereof), the Company's Corporate Governance Guidelines (as most recently amended on September 14, 2023), and applicable provisions of the Exchange Act and the rules promulgated thereunder. No member of the Committee shall have any material relationship with the Company (other than as a director and in receipt of customary director compensation), with Corvus Peak Capital Partners LP or any of its affiliates, or with any CEO candidate under consideration by the Committee, that would impair his or her ability to exercise independent judgment in the discharge of the Committee's responsibilities.
For purposes of this Section, a "material relationship" shall include, without limitation, any direct or indirect financial interest, business relationship, family relationship, or other personal or professional connection that a reasonable person would conclude could influence the member's judgment or create an actual or apparent conflict of interest.
If at any time a member of the Committee ceases to satisfy the independence requirements set forth in this Section, or if circumstances arise that create an actual or potential conflict of interest with respect to the member's service on the Committee, such member shall promptly notify the Chair of the Committee (or, in the case of the Chair, the other members of the Committee) and the Chair of the Board. Upon receiving such notification, the Board shall evaluate the circumstances and take appropriate action, which may include replacing such member in accordance with Section 2.4 below.
Section 2.4 — Vacancies and Removal
In the event that a vacancy arises on the Committee, whether due to resignation, removal, disqualification, or any other cause, the Board shall promptly appoint a replacement member who satisfies the independence requirements of Section 2.3 above. Pending the appointment of a replacement, the remaining members of the Committee shall constitute the Committee, provided that a quorum continues to be present as required by Section 5.3 below.
Members of the Committee may be removed from the Committee at any time, with or without cause, by a majority vote of the full Board. Members of the Committee may resign from the Committee at any time by providing written notice to the Chair of the Board. Any such resignation shall be effective upon receipt of such notice or at such later date as may be specified therein.
Section 2.5 — Non-Member Attendance
The Committee may invite non-member directors, officers, employees, and advisors of the Company to attend meetings on an as-needed basis, in whole or in part, to provide information, analysis, or advice relevant to the Committee's deliberations. The decision to invite any non-member to attend a meeting or any portion thereof shall be made by the Chair in consultation with the other members of the Committee. Notwithstanding the foregoing, the Committee shall reserve the right to meet in executive session without any non-members present at any time, and shall not be required to permit any non-member to attend any meeting or portion thereof. In particular:
(a) Nadine Khalil, General Counsel & Corporate Secretary of the Company, may attend meetings of the Committee in a non-voting advisory capacity to provide legal and procedural support, including the preparation of minutes and the maintenance of records, unless the Committee determines that her presence is not appropriate for a particular discussion or session.
(b) Representatives of Calderwood & Harkness LLP, including Nathaniel Bower (Responsible Partner), Audrey Zhou (Lead Associate), and Brendan Walsh (Working Associate), may attend meetings at the invitation of the Committee to provide legal advice and analysis.
(c) Neither Priya Nair-Whitfield (in her capacity as a CEO candidate and Interim Chief Executive Officer) nor Garrett Voss (Chief Financial Officer) shall attend Committee meetings at which the Committee is deliberating on CEO candidate evaluation, comparative assessments of CEO candidates, or related matters, except as specifically invited by the Committee for discrete informational presentations. This restriction is intended to protect the integrity and independence of the CEO search process and to avoid any actual or perceived influence by interested parties on the Committee's deliberations.
(d) Representatives of Hargrove Tate Partners LLC, Brackenridge Howard Associates Inc., Citrine Advisory Group Inc., or other advisors retained by or available to the Committee may attend meetings at the invitation of the Committee.
All non-members attending Committee meetings shall be subject to the confidentiality obligations set forth in Section 6.3 of this Charter.
ARTICLE III — AUTHORITY AND RESPONSIBILITIES
Section 3.1 — General Authority
The Committee shall have the sole and exclusive authority delegated by the Board, to the fullest extent permitted under the DGCL and the Company's Certificate of Incorporation and Bylaws, to:
(a) Oversee all aspects of the CEO succession process, including the identification, screening, interviewing, and evaluation of internal and external CEO candidates, the establishment and application of evaluation criteria, and the formulation of a recommendation to the full Board regarding the selection and appointment of a permanent CEO;
(b) Direct and coordinate the Board's response to the Corvus Peak activist campaign, including the development and implementation of proxy contest defense strategies, the evaluation of Corvus Peak's demands and proposals, and the coordination of shareholder engagement and communications efforts;
(c) Evaluate potential defensive measures available to the Company, including but not limited to shareholder rights plans (commonly known as "poison pills"), bylaw amendments, and the exploration of strategic alternatives, and to recommend such measures to the full Board for consideration and approval;
(d) Evaluate, negotiate, and recommend to the full Board any settlement, cooperation agreement, standstill agreement, or other negotiated resolution with Corvus Peak Capital Partners LP or any of its affiliates, nominees, or representatives;
(e) Engage, retain, compensate, oversee, and terminate independent legal counsel, financial advisors, executive search firms, consultants, proxy solicitors, and other advisors as the Committee deems necessary or advisable in the performance of its duties, at the Company's expense and without further Board approval, it being understood that the Committee's authority to retain advisors is intended to be exercised independently and without interference from management;
(f) Access any books, records, facilities, and personnel of the Company as the Committee deems necessary or advisable to carry out its responsibilities, and to direct management to provide information, analysis, and cooperation as the Committee may request;
(g) Establish subcommittees of the Committee and delegate authority to such subcommittees or to individual members of the Committee as the Committee deems appropriate, provided that any subcommittee shall be composed solely of members of the Committee and shall report to the full Committee.
The foregoing delegation of authority is intended to be broad and shall be interpreted liberally to effectuate the purposes of this Charter. The Committee shall have all powers necessary and incidental to the exercise of the authority delegated herein.
Section 3.2 — CEO Succession Responsibilities
Without limiting the generality of Section 3.1, the Committee's specific responsibilities with respect to the CEO succession process shall include the following:
(a) Overseeing the engagement and directing the work of Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner; principal office: 200 Clarendon Street, 48th Floor, Boston, MA 02116) as executive search firm for the CEO search, including defining candidate criteria, reviewing and approving candidate slates, coordinating candidate interviews, and evaluating the search firm's performance. The Committee assumes supervisory authority over Hargrove Tate Partners' engagement effective as of the date of this Charter, notwithstanding that such engagement was initially made by the Nominating & Governance Committee.
(b) Coordinating with Brackenridge Howard Associates Inc. (Miriam Estabrook, Lead Consultant; principal office: 300 North LaSalle Street, Suite 4100, Chicago, IL 60654), the Compensation Committee's independent compensation consultant, on CEO compensation benchmarking for the successor CEO, including the review of peer group compensation data, the development of a competitive compensation framework, and the formulation of preliminary terms for inclusion in any employment agreement to be offered to the successor CEO.
(c) Establishing and applying consistent, objective evaluation criteria for all CEO candidates, whether internal or external, to ensure a fair, thorough, and well-documented process. Such criteria shall include, at a minimum, leadership experience, industry knowledge, strategic vision, cultural fit, track record of value creation, and ability to lead the Company through a period of heightened shareholder scrutiny and organizational change.
(d) Evaluating the candidacy of Priya Nair-Whitfield (internal candidate; Chief Operating Officer and Interim Chief Executive Officer of the Company) and any external candidates, including Jonathan Hale (former Chairman and Chief Executive Officer of Meridian Studios International Inc.), on a level playing field, applying the same evaluation criteria and process to each candidate. The Committee shall take particular care to avoid any appearance of a predetermined outcome in the CEO selection process, recognizing that such an appearance could undermine the credibility of the process and expose the Board to criticism from shareholders and other stakeholders.
(e) Identifying, evaluating, and addressing any conflicts of interest affecting CEO candidates, including without limitation the reported relationship between Jonathan Hale and Damien Solberg, Founding Partner & Chief Investment Officer of Corvus Peak Capital Partners LP, arising from their shared service on the board of directors of Keystone Digital Ventures Ltd. The Committee shall evaluate the nature, extent, and materiality of any such relationship and determine whether it raises concerns regarding the independence or suitability of the affected candidate. The Committee may request additional information from candidates, conduct due diligence, and engage advisors as necessary to fully evaluate any conflict of interest.
(f) Maintaining contemporaneous written records of all deliberations, interviews, evaluations, and decisions related to the CEO search, to document the Committee's adherence to its fiduciary obligations and to create a record that would support the Committee's process in the event of any future challenge or judicial review. Such records shall be maintained in accordance with applicable privilege protocols established by Calderwood & Harkness LLP.
(g) Making a final recommendation to the full Board regarding the selection of a permanent Chief Executive Officer, including a recommendation as to the terms of employment to be offered to the selected candidate, for the Board's consideration and approval.
Section 3.3 — Activist Response Responsibilities
Without limiting the generality of Section 3.1, the Committee's specific responsibilities with respect to the Corvus Peak activist campaign shall include the following:
(a) Overseeing the Company's proxy solicitation strategy for the 2024 Annual General Meeting, in coordination with Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director), which was retained by Company management on February 28, 2024 to serve as proxy solicitor. The Committee shall provide strategic direction to Citrine Advisory with respect to shareholder outreach, vote projections, and solicitation tactics.
(b) Reviewing and providing strategic direction on the Company's proxy materials filed with the SEC in connection with the 2024 AGM, including the preliminary and definitive proxy statements, any supplements thereto, and any other solicitation materials, to ensure that such materials accurately and effectively present the Board's position and recommendations to shareholders.
(c) Evaluating proposals or demands received from Corvus Peak, including the February 12, 2024 demand letter and any subsequent settlement overtures, cooperation proposals, or other communications, and formulating recommendations to the Board regarding the appropriate response to each such proposal or demand. The Committee shall consider the merits of Corvus Peak's proposals objectively, weighing the potential benefits against the potential risks and costs to the Company and its shareholders.
(d) Evaluating the merits and risks of potential defensive measures available to the Company, including without limitation shareholder rights plans, with the benefit of Calderwood & Harkness's legal analysis of the relevant Delaware law precedents, including Moran v. Household International, Inc., 500 A.2d 1346 (Del. 1985) (validating the adoption of poison pills as a general matter), and the proportionality and preclusion tests articulated in Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995). The Committee shall evaluate whether the adoption of any defensive measure is warranted in light of the specific circumstances and whether any such measure would be proportionate to the perceived threat.
(e) Monitoring and responding to the Company's § 220 books-and-records demand received from Corvus Peak on March 22, 2024, in coordination with the Company's General Counsel, Nadine Khalil, and Calderwood & Harkness LLP. The Committee shall ensure that the Company's response to the § 220 demand is timely, legally compliant, and protective of the Company's legitimate confidentiality interests, including the preservation of attorney-client privilege and work product protections.
(f) Directing shareholder engagement efforts, including outreach to key institutional shareholders, to understand their perspectives on the matters raised by Corvus Peak and to communicate the Board's position and the steps the Board is taking to address governance and leadership concerns. Key institutional shareholders for engagement purposes include, without limitation:
(i) Thorne Capital Management LP (Oliver Thorne, Portfolio Manager), which holds approximately 6.3% of the Company's outstanding common shares (approximately 25,993,800 shares);
(ii) Ridgeway Asset Management Ltd. (Fiona Ashcroft, Head of Governance), which holds approximately 5.1% of the Company's outstanding common shares (approximately 21,042,600 shares); and
(iii) Windermere Pension Trust (Bernard Napier, Chief Investment Officer), which holds approximately 4.4% of the Company's outstanding common shares (approximately 18,154,400 shares).
The Committee shall coordinate with management and Citrine Advisory on the timing, messaging, and logistics of shareholder engagement activities.
(g) Evaluating and, if appropriate, recommending to the Board the engagement of a financial advisor to evaluate strategic alternatives as a potential response to Corvus Peak's demands or as a means of demonstrating the Board's commitment to maximizing shareholder value. Any such engagement shall be at the Company's expense and on terms negotiated by the Committee.
(h) Recommending to the full Board the terms of any negotiated settlement, cooperation agreement, standstill agreement, information sharing arrangement, or other resolution with Corvus Peak, including any agreement regarding Board composition, governance reforms, strategic initiatives, or other matters. The Committee shall evaluate any proposed settlement in light of the Board's fiduciary duties and the interests of all shareholders, not merely the interests of Corvus Peak.
Section 3.4 — Limitation on Authority
Notwithstanding the broad delegation of authority set forth in Sections 3.1, 3.2, and 3.3, the Committee shall not have authority to:
(a) Bind the Company to any agreement, commitment, or undertaking with Corvus Peak Capital Partners LP or any third party without the prior approval of the full Board, except for the retention of advisors as expressly provided in Section 3.1(e) of this Charter;
(b) Appoint or remove the Interim Chief Executive Officer or any permanent Chief Executive Officer without the approval of the full Board, it being understood that the Committee's role is to recommend a candidate to the Board and that the appointment decision rests with the full Board;
(c) Adopt or implement a shareholder rights plan or any other material defensive measure without the approval of the full Board, it being understood that the Committee may evaluate, analyze, and recommend such measures but that the decision to adopt or implement any such measure is reserved to the full Board;
(d) Take any action that would be inconsistent with the Company's Restated Certificate of Incorporation (originally filed with the Secretary of State of the State of Delaware on September 14, 2009; last restated March 22, 2022) (the "Certificate of Incorporation"), the Amended and Restated Bylaws of the Company (effective March 22, 2022), or applicable law, including the DGCL, the Exchange Act, the rules and regulations of the SEC, and the listing standards of the NYSE.
ARTICLE IV — INDEPENDENT ADVISORS
Section 4.1 — Right to Retain Advisors
The Committee shall have the authority, in its sole discretion and at the Company's expense, to retain and obtain advice and assistance from independent legal counsel, financial advisors, executive search firms, consultants, proxy solicitors, and other advisors as the Committee determines to be necessary or advisable in the performance of its duties under this Charter. The Committee may retain such advisors without prior Board approval and may negotiate the terms of any such engagement, including compensation, scope of services, and termination provisions. The Company shall provide adequate funding for the payment of compensation to any advisors retained by the Committee, as determined by the Committee.
Section 4.2 — Current Advisors
As of the date of this Charter, the following advisors have been engaged or are available to the Committee:
(a) Calderwood & Harkness LLP — independent governance counsel to the Board. The engagement team includes Nathaniel Bower (Responsible Partner), Colette Whitman (Billing Partner), Audrey Zhou (Lead Associate), and Brendan Walsh (Working Associate). Calderwood & Harkness's principal office is located at 787 Seventh Avenue, New York, NY 10019, with an additional London office at 25 Bishopsgate, London EC2N 3AR, United Kingdom. Calderwood & Harkness was engaged effective March 12, 2024, under Matter No. 1017-00002. Calderwood & Harkness's engagement encompasses advice on the CEO succession process, the activist response, corporate governance matters, privilege protocols, and related matters.
(b) Hargrove Tate Partners LLC — executive search firm for the CEO search. The Lead Partner for the engagement is Christine Aldridge, and the firm's principal office is located at 200 Clarendon Street, 48th Floor, Boston, MA 02116. Hargrove Tate Partners was retained effective March 15, 2024, initially by the Nominating & Governance Committee, with supervisory authority over the engagement transferred to this Committee effective as of the date of this Charter. The engagement provides for a flat fee of $750,000 plus reasonable expenses, payable in three equal installments of $250,000 each, with the first installment due upon commencement of the search and subsequent installments due upon delivery of the initial candidate slate and upon successful conclusion of the search, respectively.
(c) Citrine Advisory Group Inc. — proxy solicitor for Company management. The Managing Director for the engagement is Sandra Eriksson. Citrine Advisory was retained by Company management effective February 28, 2024, to advise on proxy solicitation strategy, shareholder outreach, and vote analysis in connection with the 2024 AGM and the Corvus Peak proxy contest.
The Committee acknowledges that Ashworth Velmoran LLP (Martin Cho, Lead Partner; One Liberty Plaza, New York, NY 10006) serves as the Company's standing outside counsel for mergers and acquisitions, securities, and general corporate matters. The Committee's engagement of Calderwood & Harkness LLP as independent governance counsel reflects the Board's determination that an independent advisor, separate from management-aligned counsel, is appropriate and desirable for the matters within the Committee's scope, in order to ensure that the Committee receives advice that is free from any actual or perceived conflicts of interest. The Committee shall coordinate with Ashworth Velmoran as appropriate on matters of shared concern, with Calderwood & Harkness establishing appropriate protocols to delineate the respective roles and responsibilities of the two firms and to ensure the preservation of applicable privileges.
Section 4.3 — Additional Advisors
The Committee may at any time engage additional advisors, including without limitation financial advisors to evaluate strategic alternatives, investment bankers, communications consultants, forensic accountants, and any other advisors the Committee deems appropriate, without further Board approval. Any such engagement shall be on terms negotiated by the Committee (or its Chair, acting on behalf of the Committee) and shall be at the Company's expense. The Committee shall inform the Board of any material advisor engagements at or prior to the next regularly scheduled Board meeting.
Section 4.4 — Advisor Independence
In selecting and retaining advisors, the Committee shall consider the independence of each proposed advisor in light of the applicable independence standards set forth in the NYSE Listed Company Manual (including Section 303A.05(c) thereof), applicable SEC rules (including Rule 10C-1 under the Exchange Act), and any other relevant standards or guidelines. While the Committee is not required to retain only advisors that satisfy formal independence tests, the Committee shall give due weight to the independence of its advisors and shall be prepared to articulate the basis for its determination that any advisor retained is able to provide objective, independent advice.
ARTICLE V — MEETINGS AND PROCEDURES
Section 5.1 — Frequency of Meetings
The Committee shall meet as frequently as it determines necessary to fulfill its responsibilities under this Charter, but in no event less than bi-weekly during the period of active CEO search and proxy contest activity. The Committee recognizes that the pace and demands of the CEO search and the proxy contest may require more frequent meetings, and the Committee shall adjust its meeting schedule accordingly. The Committee may also act by unanimous written consent in lieu of a meeting, in accordance with Section 141(f) of the DGCL.
Section 5.2 — Calling of Meetings
Meetings of the Committee may be called by the Chair or by any two (2) members of the Committee. Notice of meetings shall be given to each member at least twenty-four (24) hours in advance of the scheduled meeting time, unless such notice requirement is waived by all members of the Committee. In the case of urgent matters that, in the judgment of the Chair, require prompt attention, the Chair may call a meeting on such shorter notice as the Chair deems appropriate under the circumstances, provided that reasonable efforts are made to notify all members. Notice may be given by any means reasonably calculated to reach the members, including telephone, electronic mail, text message, or written communication.
Section 5.3 — Quorum and Voting
A quorum for the transaction of business at any meeting of the Committee shall consist of two (2) of the three (3) members of the Committee. The presence of a quorum shall be required for the Committee to take any action. Actions of the Committee shall be taken by majority vote of the members present at a meeting at which a quorum is present, or by unanimous written consent of all members of the Committee in lieu of a meeting. In the event of a tie vote (which may occur if one member has recused himself or herself), the matter shall be tabled for further deliberation or referred to the full Board as the remaining members deem appropriate.
Section 5.4 — Executive Sessions
The Committee shall have the authority to meet in executive session without the presence of management, other non-member directors, or non-invited advisors at any time and for any reason. The Committee is encouraged to hold executive sessions regularly, particularly when deliberating on CEO candidate evaluations, comparative assessments of candidates, settlement terms with Corvus Peak, defensive measures, or any other matter as to which the Committee determines that an executive session is appropriate. The Committee may also meet in executive session with only its independent advisors present.
Section 5.5 — Minutes and Records
The Committee shall maintain written minutes of its meetings, which shall be prepared by or under the supervision of the General Counsel & Corporate Secretary, Nadine Khalil, or such other person as the Chair may designate for this purpose. Minutes shall record the date, time, and place of each meeting (or that the meeting was held by telephone or video conference), the members present and absent, the non-members in attendance, a summary of the matters discussed and actions taken, and the vote on any matter submitted to a vote. Minutes shall be circulated to Committee members for review and approval at or prior to the next meeting of the Committee.
All minutes, materials, presentations, memoranda, correspondence, and other records of the Committee shall be maintained in accordance with the Company's document retention policies and any applicable privilege protocols established by Calderwood & Harkness LLP. The Committee shall take appropriate steps to ensure that privileged and confidential materials are maintained separately from non-privileged materials and are clearly marked as privileged and confidential. The Committee shall consult with Calderwood & Harkness on any questions regarding the preservation of attorney-client privilege or work product protection.
Section 5.6 — Participation by Telephone or Video
Members of the Committee may participate in meetings by telephone, video conference, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at such meeting for all purposes, including the determination of a quorum and the taking of any action. The Committee anticipates that a combination of in-person and remote meetings may be appropriate given the geographic locations and schedules of the Committee members and advisors.
ARTICLE VI — REPORTING TO THE BOARD
Section 6.1 — Regular Reports
The Chair of the Committee shall report to the full Board on the Committee's activities, findings, deliberations, and recommendations at each regularly scheduled meeting of the Board, or more frequently as circumstances warrant. Such reports may be delivered orally, in writing, or both, as the Chair deems appropriate. The Chair shall keep the Board apprised of material developments on a timely basis, including any significant changes in the CEO search process, any communications with Corvus Peak, any developments in the proxy contest, and any other matters that the Chair believes the full Board should be aware of between regularly scheduled Board meetings.
Section 6.2 — Recommendations
The Committee shall present its final recommendation regarding the selection of a permanent Chief Executive Officer to the full Board for consideration and approval. The Committee shall also present its recommendations regarding any proposed settlement or cooperation agreement with Corvus Peak, any proposed defensive measures, and any other material matters within the Committee's scope to the full Board for consideration and approval prior to implementation. The Committee's recommendations shall be accompanied by such supporting materials, analysis, and documentation as the Committee deems appropriate to enable the full Board to make an informed decision. The full Board retains ultimate decision-making authority over all matters within the Committee's scope, and the Committee's role is advisory and recommendatory in nature except to the extent that this Charter expressly delegates final decision-making authority to the Committee.
Section 6.3 — Confidentiality
Members of the Committee and all persons attending Committee meetings or otherwise receiving information regarding the Committee's activities shall maintain the strict confidentiality of all Committee deliberations, materials, analyses, communications, and proceedings. Information relating to the Committee's activities shall be shared with the full Board, management, and advisors only on a need-to-know basis and in accordance with applicable privilege and confidentiality protocols established by Calderwood & Harkness LLP and approved by the Committee.
The Committee shall take particular care to maintain the confidentiality of CEO search materials, including candidate lists, candidate evaluations, interview notes, and related communications, in light of the sensitivity of the search process and Corvus Peak's § 220 books-and-records demand dated March 22, 2024. Materials subject to attorney-client privilege or attorney work product protection shall be maintained in accordance with the privilege protocol established by Calderwood & Harkness, and any disclosure of such materials shall be approved by the Committee in consultation with Calderwood & Harkness. The Committee shall also consider the implications of Regulation FD under the Exchange Act in connection with any communications regarding the CEO search or the activist response.
ARTICLE VII — COORDINATION WITH OTHER COMMITTEES
Section 7.1 — Nominating & Governance Committee
The Committee shall coordinate with the Nominating & Governance Committee (the "N&G Committee") of the Board as appropriate with respect to director nomination processes, governance standards, and any matters that overlap between the Committee's CEO succession mandate and the N&G Committee's charter responsibilities. The Committee acknowledges that the N&G Committee has primary responsibility for the evaluation and nomination of director candidates, including the evaluation of the Corvus Peak Nominees (Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu) in connection with the 2024 AGM. The Committee shall coordinate with the N&G Committee on any matters relating to the Corvus Peak proxy contest that implicate the director nomination process.
The engagement of Hargrove Tate Partners LLC was initiated by the N&G Committee effective March 15, 2024, and the Committee assumes supervisory authority over the search firm's work going forward, effective as of the date of this Charter. The N&G Committee shall be consulted on the progress of the CEO search and shall have the opportunity to provide input on candidate criteria and evaluations, but the primary direction and oversight of the search shall rest with this Committee.
Section 7.2 — Compensation Committee
The Committee shall coordinate with the Compensation Committee of the Board as appropriate with respect to CEO compensation benchmarking, the development of compensation terms for the successor CEO, and the terms of any employment agreement, equity award, or other compensation arrangement to be offered to the selected candidate. The Compensation Committee's independent compensation consultant, Brackenridge Howard Associates Inc. (Miriam Estabrook, Lead Consultant; principal office: 300 North LaSalle Street, Suite 4100, Chicago, IL 60654), shall be available to the Committee for consultation on compensation matters, including peer group analysis, market benchmarking, and the design of performance-based compensation structures. The Committee recognizes that the Compensation Committee has primary responsibility for the approval of executive compensation arrangements, and the Committee's role with respect to compensation shall be limited to developing a preliminary compensation framework and recommendation for the Compensation Committee's review and approval.
Section 7.3 — Audit Committee
The Committee shall coordinate with the Audit Committee of the Board as needed on any financial reporting or disclosure matters arising from the CEO transition, the activist campaign, or any potential strategic transaction. Such matters may include, without limitation, the disclosure of the CEO succession process in the Company's periodic reports filed with the SEC, the disclosure of the activist campaign and any related costs in the Company's financial statements, and any other matters that the Audit Committee determines are within the scope of its charter responsibilities.
ARTICLE VIII — CONFLICTS OF INTEREST AND RECUSAL
Section 8.1 — Duty to Disclose
Each member of the Committee shall promptly disclose to the Committee any actual or potential conflict of interest relating to any matter under the Committee's consideration, including without limitation any personal, financial, or professional relationship with any CEO candidate, with Corvus Peak Capital Partners LP or any of its affiliates, principals, employees, or nominees, or with any other person or entity involved in the matters within the Committee's scope. The duty to disclose is a continuing obligation, and each member shall update the Committee promptly upon becoming aware of any new or changed circumstances that may give rise to an actual or potential conflict of interest.
Section 8.2 — Recusal
Any member of the Committee who has an actual conflict of interest with respect to a particular matter, or whose participation in deliberations on a particular matter would create an appearance of impropriety, shall recuse himself or herself from deliberations and voting on that matter. Such recusal shall be noted in the minutes of the relevant meeting, including a description of the nature of the conflict and the matters from which the member recused. A member who recuses himself or herself from a particular matter shall not be counted for purposes of determining whether a quorum is present with respect to that matter, provided that at least two (2) members of the Committee remain available to deliberate and vote. If the recusal of a member would result in fewer than two members being available to deliberate and vote on a matter, the Committee shall refer the matter to the full Board for consideration.
ARTICLE IX — RESOURCES AND FUNDING
Section 9.1 — Company Funding
The Company shall provide adequate funding, as determined by the Committee in the exercise of its reasonable judgment, for the Committee to fulfill its responsibilities under this Charter, including without limitation payment of:
(a) Compensation and reimbursement of expenses to any advisors retained by the Committee pursuant to Article IV of this Charter, including legal fees, search firm fees, consulting fees, and any other fees and expenses incurred by such advisors in connection with their engagement;
(b) Ordinary administrative expenses of the Committee, including travel expenses incurred by Committee members and advisors in attending meetings or conducting Committee business, document reproduction and production costs, communication costs, and facilities costs;
(c) Any other expenses reasonably incurred by the Committee in the performance of its duties under this Charter.
The Company's obligation to provide funding under this Section is unconditional and shall not be subject to management approval or budgetary limitations, except as provided in Section 9.2 below.
Section 9.2 — No Cap
There shall be no predetermined cap or ceiling on the Committee's expenditures, and the Company shall not impose any budgetary limitation on the Committee's activities without the Committee's prior consent. The Committee shall, however, exercise reasonable judgment in incurring expenses and shall keep the Board informed of material expenditures on a regular basis. The Committee shall provide the Board with a summary of material expenditures at each regularly scheduled Board meeting.
ARTICLE X — DURATION AND DISSOLUTION
Section 10.1 — Duration
The Committee shall continue in existence until the earliest to occur of the following:
(a) The appointment by the Board of a permanent Chief Executive Officer of the Company and the conclusion of the Board's response to the Corvus Peak activist campaign, including the resolution of any proxy contest, settlement negotiations, or related matters, as determined by the Board;
(b) The dissolution of the Committee by resolution of the full Board, which may be adopted at any time in the Board's discretion; or
(c) Such other date as the Board may determine by resolution.
The Committee shall not be dissolved solely by reason of the completion of one of its mandates (for example, the CEO succession process) if the other mandate (the activist response) remains pending, unless the Board determines otherwise.
Section 10.2 — Dissolution
Upon dissolution of the Committee, the Committee shall deliver to the Board a final report summarizing its activities, findings, recommendations, and any pending matters that require the Board's continued attention. All records, materials, minutes, correspondence, and other documents of the Committee shall be preserved in accordance with the Company's document retention policies and applicable privilege protocols established by Calderwood & Harkness LLP. The preservation of such records shall survive the dissolution of the Committee, and the Company shall ensure that such records remain accessible to the Board, the Company's counsel, and any other authorized persons.
ARTICLE XI — AMENDMENT
Section 11.1 — Amendment
This Charter may be amended, supplemented, or restated at any time by resolution of the full Board. No amendment to this Charter shall be effective unless adopted by the Board. The Committee may recommend amendments to this Charter to the Board for consideration, and shall propose such amendments as it deems necessary or advisable based on its experience in carrying out its responsibilities or in response to changes in applicable law, listing standards, or best practices.
ARTICLE XII — GOVERNING LAW AND FORUM
Section 12.1 — Governing Law
This Charter and the authority, powers, and responsibilities of the Committee established hereunder shall be governed by and construed in accordance with the DGCL and the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws, as each may be amended from time to time.
Section 12.2 — Exclusive Forum
Consistent with Section 11.1 of the Amended and Restated Bylaws of the Company, any dispute, claim, or proceeding arising out of or relating to this Charter, the Committee's actions or omissions, or the authority delegated to the Committee hereunder shall be subject to the exclusive jurisdiction of 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 the United States District Court for the District of Delaware), to the extent such dispute constitutes an intra-corporate dispute within the meaning of the DGCL and the Company's Bylaws. Each member of the Committee and the Company consents to personal jurisdiction and venue in such courts and waives any objection to the convenience of the forum.
ADOPTION AND ATTESTATION
This Charter of the Special Committee of the Board of Directors of Aurelius Global Media Group PLC was duly adopted by resolution of the Board of Directors of Aurelius Global Media Group PLC at a meeting of the Board held on March 18, 2024, at which a quorum was present and acting throughout.
IN WITNESS WHEREOF, the undersigned have executed this Charter as of the date first set forth above.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Dame Elspeth Greenvale
Title: Independent Non-Executive Chair of the Board of Directors
Date: ________
ATTESTED:
By: ________
Name: Nadine Khalil
Title: General Counsel & Corporate Secretary
Date: ________
DRAFT — Subject to Board approval at the Board meeting of March 18, 2024
APPENDIX A — COMMITTEE MEMBER BIOGRAPHIES (Summary)
Tobias Kessler (Chair)
Age 63. Mr. Kessler has served as an Independent Non-Executive Director of Aurelius Global Media Group PLC since 2017. He is the retired Managing Partner of Kessler Marsh Advisory LLP, a boutique advisory firm specializing in strategic and governance consulting for media, entertainment, and communications companies. During his more than thirty-year career at Kessler Marsh, Mr. Kessler advised boards and management teams of leading media companies on governance, succession planning, mergers and acquisitions, and shareholder engagement matters. Mr. Kessler holds a B.A. from Yale University and an M.B.A. from the Wharton School of the University of Pennsylvania. He currently serves on the advisory board of the Center for Corporate Governance at Columbia Law School. The Board has determined that Mr. Kessler's extensive advisory experience in the media sector, combined with his deep understanding of corporate governance best practices, makes him ideally suited to chair the Special Committee.
Lucinda Farrow-Grant
Age 55. Ms. Farrow-Grant has served as an Independent Non-Executive Director of Aurelius Global Media Group PLC since 2019. She is the Chief Executive Officer and founder of Farrow-Grant Ventures Ltd., a London-based venture investment firm focused on digital media, content creation, and media technology. Prior to founding Farrow-Grant Ventures, Ms. Farrow-Grant served as Managing Director at Bayside Media Partners and held senior strategy roles at Ridgeline Enterprises and Larkspur Industries. Ms. Farrow-Grant holds a B.Sc. in Economics from the London School of Economics and an M.B.A. from INSEAD. She brings to the Committee extensive experience in evaluating leadership talent, assessing strategic direction in media companies, and engaging with institutional investors.
Dr. Anwen Llewellyn
Age 46. Dr. Llewellyn has served as an Independent Non-Executive Director of Aurelius Global Media Group PLC since 2021. She is a professor of corporate strategy at Ashford Business School, where she holds the Pemberton Chair in Organizational Leadership. Dr. Llewellyn's research and teaching focus on corporate governance, executive succession, board effectiveness, and organizational transformation. She is the author of numerous peer-reviewed articles and two books on corporate governance, including Governing for Growth: Board Leadership in the Modern Enterprise (Oxford University Press, 2020). Dr. Llewellyn holds a B.A. from the University of Cambridge, an M.Phil. from the University of Oxford, and a Ph.D. in Management from the Massachusetts Institute of Technology. She brings to the Committee rigorous analytical expertise in corporate governance and a deep understanding of the academic and empirical literature on executive succession best practices.
APPENDIX B — KEY DATES AND MILESTONES (Reference)
The following is a summary of key dates and milestones relevant to the Committee's mandate, provided for reference purposes:
— End of Charter —
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP | 787 Seventh Avenue, New York, NY 10019 | Matter No. 1017-00002 Drafted by: Audrey Zhou, Lead Associate | Reviewed by: Nathaniel Bower, Responsible Partner DRAFT — For Board Consideration and Adoption — March 18, 2024
Date | Event
January 18, 2024 | Corvus Peak Capital Partners LP files initial Schedule 13D with the SEC, disclosing 6.1% beneficial ownership of the Company's outstanding common shares
February 12, 2024 | Corvus Peak sends demand letter to the Board, requesting the appointment of new independent directors, a strategic review, and a formal CEO succession plan
February 26, 2024 | Corvus Peak files amended Schedule 13D, disclosing increase in beneficial ownership to 8.7% (approximately 35,896,200 shares of 412,600,000 shares outstanding); announces intent to nominate director candidates for the 2024 AGM
February 28, 2024 | Company management retains Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director) as proxy solicitor
March 1, 2024 | Corvus Peak submits formal director nominations for the 2024 AGM, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu (the "Corvus Peak Nominees")
March 8, 2024 | Marcus Vane resigns as Chief Executive Officer and Executive Director, effective immediately; Board designates Priya Nair-Whitfield (COO and Executive Director) as Interim Chief Executive Officer
March 11, 2024 | Advance notice window for director nominations at the 2024 AGM closes pursuant to the Company's Amended and Restated Bylaws
March 12, 2024 | Board engages Calderwood & Harkness LLP as independent governance counsel (Matter No. 1017-00002)
March 15, 2024 | Nominating & Governance Committee retains Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner) as executive search firm for the CEO search
March 18, 2024 | Board forms Special Committee and adopts this Charter; Special Committee assumes supervisory authority over the Hargrove Tate Partners engagement
March 22, 2024 | Corvus Peak sends § 220 books-and-records demand to the Company
June 7, 2024 | 2024 Annual General Meeting of Shareholders (scheduled date; the 2023 AGM was held on June 9, 2023)

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