Dear Nadine,
I hope this email finds you well. My name is Audrey Zhou, and I am an associate in the Capital Markets Group at Calderwood & Harkness LLP, working under the direction of Nathaniel Bower. As you may be aware, Nathaniel has been in informal discussions with Dame Elspeth Greenvale and the Board regarding the director nominations recently submitted by Corvus Peak Capital Partners LP in connection with Aurelius Global Media Group PLC's upcoming 2024 Annual Meeting. At the Board's informal request, and in anticipation of a formal engagement, Nathaniel has asked me to conduct a preliminary review of the advance notice bylaw compliance issues arising from those nominations.
I am reaching out to you in your capacity as General Counsel and Corporate Secretary of AGMG to request certain documents and information that we will need to complete our preliminary analysis. I have organized our requests below for ease of reference.
**1. Complete Nomination Package**
Could you please provide us with a complete copy of the nomination package submitted by Corvus Peak (or its counsel, Blackthorn Howell & Crane LLP) nominating director candidates for the 2024 Annual Meeting? Specifically, we would appreciate receiving the following:
- The nomination letter itself; - All accompanying materials, exhibits, questionnaires, and any supplemental submissions; - Materials relating to each of the three nominees — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu; and - Any cover letter or transmittal correspondence from Corvus Peak's counsel, Blackthorn Howell & Crane LLP (attention Dominic Sayer), accompanying the nomination package.
**2. Confirmation of Delivery Date and Method**
We understand that the nomination package was submitted on or about March 1, 2024. Could you please confirm:
(a) The exact date and time the nomination package was received by the company;
(b) The method of delivery — i.e., whether the package was hand-delivered, sent by overnight courier, transmitted via email, or delivered by some other means;
(c) If delivered physically, any delivery receipts, tracking confirmations, or signed acknowledgments in the company's possession;
(d) If delivered electronically, the relevant email(s) with headers showing date and time stamps;
(e) The individual or department at AGMG to whom the package was addressed and who actually received it — i.e., whether it was directed to you as Corporate Secretary, to Dame Elspeth Greenvale as Chair, or to another individual or department; and
(f) The address to which the package was delivered — specifically, whether it was sent to AGMG's London headquarters at 14 Sceptre Row, London EC2V 7QN, to the company's Delaware registered agent, Pinnacle Corporate Services Inc., at 1209 Orange Street, Wilmington, DE 19801, or to another address.
**3. Advance Notice Window Confirmation**
We note that AGMG's Amended and Restated Bylaws (effective March 22, 2022) contain an advance notice provision requiring shareholder nominations to be delivered to the company no earlier than 120 days and no later than 90 days before the first anniversary of the prior year's annual meeting. The 2023 Annual General Meeting was held on June 9, 2023. Based on our preliminary calculation, the advance notice window for the 2024 Annual Meeting opened on February 10, 2024 (120 days before June 9, 2024) and closes on March 11, 2024 (90 days before June 9, 2024).
Could you please confirm whether these dates are consistent with the company's own calculation of the advance notice window? If the nomination package was received on March 1, 2024, it would appear to fall within the window, but we want to confirm the actual receipt date with certainty before reaching any conclusions on timeliness.
**4. Substantive Bylaw Requirements — Preliminary Assessment**
Has anyone at AGMG — whether in the legal department or otherwise — conducted a preliminary review of whether the nomination package satisfies the substantive informational requirements of the advance notice bylaw? These requirements typically include, among other things, required disclosures regarding the nominees, the nominating shareholder's beneficial ownership, any derivative or synthetic equity positions, voting commitments or arrangements, and related matters.
If any deficiencies or irregularities in the package have been identified to date, we would be grateful if you could flag those for us. We will, of course, conduct our own independent review once the materials are in hand.
**5. Additional Documents Requested**
To facilitate our review, we would also appreciate receiving copies of the following:
(a) AGMG's current Amended and Restated Bylaws (effective March 22, 2022) — we will need the precise advance notice language;
(b) AGMG's Restated Certificate of Incorporation;
(c) Both Schedule 13D filings made by Corvus Peak with the SEC — specifically, the initial Schedule 13D dated January 18, 2024 (disclosing an approximately 6.1% ownership stake) and the amended Schedule 13D dated February 26, 2024 (disclosing an increase to approximately 8.7%, or roughly 35,896,200 shares of AGMG's approximately 412,600,000 shares outstanding);
(d) The demand letter from Corvus Peak to the Board dated February 12, 2024, in which Corvus Peak demanded, among other things, the appointment of new independent directors, a strategic review, and a formal CEO succession plan; and
(e) Any other correspondence between AGMG and Corvus Peak or its counsel, Blackthorn Howell & Crane LLP, relating to the nominations or the February 12 demand letter.
**6. Prior Year's Proxy Materials**
Finally, could you please provide us with a copy of the definitive proxy statement and related materials from the 2023 Annual General Meeting (held June 9, 2023)? We would like to confirm the anniversary date and review the advance notice disclosure included in last year's proxy.
* * *
Nadine, I want to emphasize that time is of the essence here. The advance notice window closes on March 11, 2024, and to the extent there are any deficiency issues with the nomination package, the company would need to evaluate and raise them promptly. We would therefore be very grateful if you could provide the requested materials at your earliest convenience — ideally by end of day tomorrow, Tuesday, March 5.
If it would be helpful to arrange a call to discuss any of the foregoing, please do not hesitate to let me know. I am happy to coordinate schedules with Nathaniel as well.
Thank you very much for your assistance with this, Nadine. We look forward to working with you.
Best regards,
Audrey Zhou Associate, Capital Markets Group Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019 T: (212) 558-3941 E: azhou@calderwoodharkness.com
---
*This email and any attachments are confidential and may be protected by legal privilege. If you are not the intended recipient, please notify the sender immediately and delete this message. Any unauthorized review, use, disclosure, or distribution is prohibited. Calderwood & Harkness LLP.*