Matter No. 1017-00002
---
**ATTORNEY-CLIENT PRIVILEGED & CONFIDENTIAL / ATTORNEY WORK PRODUCT**
This communication constitutes confidential legal advice from Calderwood & Harkness LLP to the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company"). It is protected by the attorney-client privilege and the work product doctrine. This email and any attachments are intended solely for the named recipients and should not be forwarded, copied, or disclosed to any third party without the prior written consent of Calderwood & Harkness LLP. If you have received this communication in error, please notify the sender immediately and delete all copies.
---
Dear Dame Elspeth,
I am writing to provide you with the preliminary voting results from today's 2024 Annual General Meeting and to outline the immediate next steps that will require your attention and decision-making over the coming days. I recognize this is not the outcome the Board was working toward, but the path forward is clear and manageable if we move promptly and deliberately.
---
**1. Preliminary Voting Results**
Atlas Shareholder Services Inc., the Company's transfer agent, has provided us with the preliminary vote tabulation from today's AGM. The key figures are as follows:
- **Total shares outstanding:** 412,600,000 - **Total shares voted:** 351,280,400 (approximately 85.1% of outstanding shares)
**Corvus Peak nominees — all three elected:**
| Nominee
**Incumbent directors not re-elected:**
| Nominee
As this was a contested election, the plurality voting standard applied under AGMG's Amended and Restated Bylaws (effective March 22, 2022). The three Corvus Peak nominees received the highest vote totals for the contested seats and are accordingly elected.
These results remain preliminary and subject to certification by the inspector of elections. However, the margins are decisive across all six contested seats, and we do not anticipate any change upon final certification.
---
**2. Reconstituted Board Composition**
Following these results, the Board will consist of **10 members**, with one seat remaining vacant following Marcus Vane's resignation on March 8, 2024, which was not filled prior to the AGM:
1. **Dame Elspeth Greenvale** — Independent Non-Executive Chair 2. **Priya Nair-Whitfield** — Interim CEO, COO, Executive Director 3. **Lucinda Farrow-Grant** — Independent Non-Executive Director 4. **Reginald Osei** — Independent Non-Executive Director 5. **Dr. Anwen Llewellyn** — Independent Non-Executive Director 6. **Garrett Voss** — CFO, Executive Director 7. **Malcolm Trask** — Newly elected (Corvus Peak nominee) 8. **Vanessa Loring** — Newly elected (Corvus Peak nominee) 9. **Dr. Raymond Chu** — Newly elected (Corvus Peak nominee) 10. *Vacant* (formerly Marcus Vane's seat)
The three departing directors — Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos — will cease to hold office upon certification of the election results. I would note in particular that the Special Committee on CEO Succession, which Mr. Kessler chaired, will need to be addressed as a matter of priority (discussed further in Section 4 below).
---
**3. Immediate Procedural Steps (This Weekend / Monday)**
Several time-sensitive procedural obligations must be addressed without delay:
- **Form 8-K Filing.** AGMG is required to file a Current Report on Form 8-K with the SEC disclosing the election results within four business days. I recommend coordinating with Nadine Khalil, as Corporate Secretary, and Martin Cho at Ashworth Velmoran LLP, who handle the Company's routine SEC filings, on the preparation and filing. Calderwood & Harkness is available to review the 8-K for governance-related content before filing.
- **UK/FCA Disclosure.** A corresponding announcement will be required under the FCA's Disclosure Guidance and Transparency Rules, given that AGMG's shares are admitted to the premium segment of the Official List and trade on the London Stock Exchange Main Market (ticker: AGMG.L). This should be coordinated with London counsel and Ms. Khalil's team to ensure consistent timing with the U.S. filing.
- **Press Release.** We have prepared a draft press release acknowledging the election results, welcoming the new directors, and expressing the Board's gratitude to the departing directors for their service. I will circulate that draft to you separately this evening. I recommend issuance before market open on Monday, June 10.
- **Notification to New Directors.** Formal notification letters should be sent to Mr. Trask, Ms. Loring, and Dr. Chu confirming their election and inviting them to the organizational meeting of the reconstituted Board. Ms. Khalil should handle logistics and ensure that the new directors receive standard onboarding materials, including D&O questionnaires, trading policy acknowledgments, and related compliance documentation.
---
**4. Organizational Meeting of the Reconstituted Board**
I recommend that the first meeting of the reconstituted Board be convened on **Monday, June 10, 2024**. Key agenda items that should be addressed at that meeting include:
- **Election of a Lead Independent Director.** We anticipate that the Corvus Peak nominees will propose Malcolm Trask for this role. The Board should be prepared to discuss the scope and authority of the Lead Independent Director position under the Company's governance framework.
- **Reconstitution of Standing Committees.** The departures of Mr. Kessler, Mr. Pemberton, and Ms. Delgado-Ríos will create vacancies on the Nominating & Governance Committee, the Audit Committee, and the Compensation Committee. Committee memberships will need to be reconstituted to accommodate the new directors while ensuring continued compliance with applicable independence and financial literacy requirements (including SEC and FCA rules, and NYSE and LSE listing standards).
- **Status of Dame Greenvale as Chair.** I would suggest proposing a transitional arrangement under which you remain as Non-Executive Chair for a defined period — I would recommend through **September 30, 2024** — to ensure an orderly transition of governance. This approach preserves institutional continuity during a critical period while acknowledging the changed dynamics of the Board. It also provides a reasonable timeframe for the reconstituted Board to determine its longer-term leadership structure.
- **Status of the CEO Succession Process and the Special Committee.** The Special Committee's charter was premised on the pre-reconstitution composition of the Board, with Mr. Kessler serving as Chair. With Mr. Kessler's departure, the reconstituted Board will need to determine whether to (a) reconstitute the Committee under new leadership, (b) dissolve it and assign the CEO search to a different committee or the full Board, or (c) table the CEO succession process pending further discussion of strategic direction.
- **Status of the Stonebridge Crane & Co. Strategic Alternatives Engagement.** The Board should review the terms of this engagement, including the monthly retainer of $250,000 and the potential tail fee exposure of approximately **$21.6 million** in the event a change-of-control transaction occurs within 12 months of termination. The new Board will need to take a view on whether to continue, modify, or terminate this engagement.
- **Status of the Hargrove Tate Partners Executive Search Engagement.** Of the $750,000 total fee, only the first installment of $250,000 has been paid. **$500,000 remains outstanding.** The Board will need to determine whether to continue this engagement in connection with any ongoing CEO search.
---
**5. Fiduciary Considerations for the Transition Period**
I want to underscore several fiduciary and governance considerations that will be important as the reconstituted Board begins its work:
- **Fiduciary duties.** All directors — continuing and newly seated — owe identical fiduciary duties of care and loyalty to AGMG and its shareholders from the moment they take their seats. The reconstituted Board should approach its work collaboratively and in the best interests of the Company and all of its shareholders, notwithstanding that three members were nominated by Corvus Peak Capital Partners.
- **Conflicts of interest — Vanessa Loring.** Ms. Loring currently serves as a Managing Director at Corvus Peak Capital Partners LP. Her dual role requires careful attention to potential conflicts of interest, particularly on matters where Corvus Peak's interests as an approximately 8.7% shareholder (approximately 35,896,200 shares) may diverge from the interests of AGMG and its broader shareholder base. I recommend that the Board establish a clear **recusal protocol** for situations involving direct Corvus Peak interests, and that this be addressed at the organizational meeting.
- **Information access.** New directors are entitled to full and equal access to corporate books, records, and advisors. However, **information barriers may be appropriate** with respect to certain privileged materials generated during the proxy contest period — specifically, materials related to Calderwood & Harkness's proxy defense strategy memoranda and settlement analyses, which were prepared for the benefit of the pre-reconstitution Board in the context of the contested solicitation. I recommend discussing the scope of any appropriate information barriers with Ms. Khalil before the organizational meeting.
- **Forthcoming memorandum.** Calderwood & Harkness will finalize a memorandum on **Board Process Integrity Post-Reconstitution** early next week, which we intend to distribute to continuing directors ahead of the organizational meeting. This memorandum will address the foregoing issues in greater detail and provide practical guidance for the transition period.
---
**6. Departing Directors — Obligations and D&O Coverage**
Mr. Kessler, Mr. Pemberton, and Ms. Delgado-Ríos should be promptly advised of the following:
- **Document preservation obligations.** All board-related materials, correspondence, notes, electronic files, and personal records relating to their service as directors of AGMG must be preserved. They should not delete, destroy, or modify any such materials.
- **D&O insurance coverage.** The departing directors remain covered under the Company's existing Directors & Officers liability insurance policy with Helmsley Indemnity Corp. (Policy No. HIC-DOL-2024-009347; $75 million per occurrence / $150 million aggregate; policy period through December 31, 2024). A **tail coverage analysis** for departing directors will need to be completed, and Calderwood & Harkness will circulate a separate memorandum addressing this issue.
- **Cooperation obligations.** Departing directors have continuing obligations to cooperate with the Company in connection with any pending or future claims, investigations, or proceedings relating to their period of service.
- **Hugh Pemberton — shareholder status.** Mr. Pemberton holds approximately 2.1% of outstanding shares (approximately 8,664,600 shares) as a co-founder of the Company. His departure as a director does not affect his rights as a shareholder, but his **loss of insider status for purposes of Section 16** of the Securities Exchange Act of 1934 should be addressed, including any implications for trading windows and Form 4/Form 5 filing obligations.
Calderwood & Harkness will prepare a comprehensive **guidance memorandum for departing directors**, targeting delivery early next week.
---
**7. Calderwood & Harkness's Continuing Role**
I want to acknowledge directly that the reconstituted Board may wish to reassess its advisor relationships, including its relationship with governance counsel. Calderwood & Harkness was engaged by the Board on March 12, 2024, to serve as independent governance counsel in connection with, among other matters, the Corvus Peak proxy contest and related governance matters. We remain fully committed to fulfilling our obligations under the engagement letter for as long as the Board wishes to retain us.
Should the reconstituted Board determine that a transition of governance counsel is appropriate, we will cooperate fully with any such process. Our priority in the near term is ensuring an **orderly governance transition** and protecting the fiduciary interests of the Board as a whole — including the newly seated directors.
---
**8. Recommended Immediate Action Items**
I recommend the following steps be taken promptly:
1. **Schedule the reconstituted Board organizational meeting for Monday, June 10, 2024.** 2. **Instruct Nadine Khalil to prepare and file the Form 8-K and coordinate the FCA/LSE announcement** in conjunction with Martin Cho at Ashworth Velmoran. 3. **Issue the press release** (draft to follow from Calderwood & Harkness this evening). 4. **Send formal notification and onboarding materials to Mr. Trask, Ms. Loring, and Dr. Chu.** 5. **Send departing-director guidance letters to Mr. Kessler, Mr. Pemberton, and Ms. Delgado-Ríos.** 6. **Schedule a preparatory call for Saturday morning** among Dame Greenvale, Nadine Khalil, Priya Nair-Whitfield, and Calderwood & Harkness to prepare the agenda and logistics for Monday's organizational meeting. 7. **Determine whether to reach out to Malcolm Trask in advance of Monday's meeting** to discuss the agenda and transitional arrangements. I recommend that you make a courtesy call to Mr. Trask over the weekend — it would set a constructive tone for Monday and signal the Board's commitment to a collaborative transition.
---
Dame Elspeth, I understand this is a difficult evening, but I want to assure you that the governance framework is sound and the path forward is well-defined. The team here — Colette Whitman, Audrey Zhou, Brendan Walsh, and I — are available throughout the weekend and can be reached at any time.
Please do not hesitate to call me directly on my mobile at **(917) 555-0184** for any urgent matters.
As a reminder, this communication is privileged and confidential and should not be forwarded or disclosed without our prior consent.
With respect and regards,
**Nathaniel Bower** Partner Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 555-7400 Mobile: (917) 555-0184 nbower@calderwoodharkness.com
*London Office: 25 Bishopsgate, London EC2N 3AR*