1017-00002 · Aurelius Global Media Group · documents

executed-special-committee-charter.docx DOCUMENT M&A / Corporate

34 / 75 ← → ✕

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

Adopted: March 18, 2024

Approved by the Board of Directors of Aurelius Global Media Group PLC (the "Company" or "AGMG")

Right-click to update Table of Contents

RECITALS

WHEREAS, Aurelius Global Media Group PLC is a public limited company incorporated in the State of Delaware (Delaware File Number 4827193; EIN 26-4831097), registered as an overseas company in England and Wales under the Companies Act 2006, with its principal executive offices located at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and its shares of common stock listed on the New York Stock Exchange under the 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 the ticker symbol "AGMG.L";

WHEREAS, Marcus Vane resigned as Chief Executive Officer of the Company effective March 8, 2024, creating a vacancy in the Company's most senior executive leadership position, and the Board of Directors of the Company (the "Board") promptly designated Priya Nair-Whitfield, the Company's Chief Operating Officer and an Executive Director, as Interim Chief Executive Officer of the Company, to serve in such capacity pending the completion of a formal succession process to identify and appoint a permanent Chief Executive Officer;

WHEREAS, Corvus Peak Capital Partners LP, a Delaware limited partnership and an activist shareholder of the Company, holding approximately 8.7% of the Company's outstanding shares of common stock (approximately 35,896,200 shares of 412,600,000 shares outstanding as of the date hereof), has submitted formal director nominations for the Company's 2024 Annual General Meeting of Shareholders and has publicly demanded, among other things, the adoption by the Board of a formal Chief Executive Officer succession plan, the appointment of new independent directors to the Board, and the undertaking of a comprehensive strategic review of the Company's business, operations, and capital allocation priorities;

WHEREAS, the Board has carefully considered the current circumstances facing the Company, including the leadership transition, the demands and proposals of Corvus Peak Capital Partners LP, and the interests of the Company's shareholders, employees, customers, and other stakeholders, and has determined that it is in the best interests of the Company and its shareholders to form a Special Committee composed of independent, non-executive directors to oversee the Chief Executive Officer succession process and to coordinate the Board's response to the activist campaign initiated by Corvus Peak Capital Partners LP (the "Activist Campaign");

WHEREAS, the Board has engaged Calderwood & Harkness LLP as independent governance counsel to advise the Board and the Special Committee in connection with these matters (Matter No. 1017-00002), and the Nominating & Governance Committee of the Board has retained Hargrove Tate Partners LLC as the executive search firm to conduct the formal Chief Executive Officer search on behalf of the Company;

NOW, THEREFORE, the Board of Directors of Aurelius Global Media Group PLC hereby establishes the Special Committee of the Board of Directors (the "Special Committee" or the "Committee") and adopts this Charter (this "Charter") setting forth the Committee's purpose, composition, authority, responsibilities, and procedures, effective as of March 18, 2024.

ARTICLE I — PURPOSE

The Special Committee is established for the following purposes:

1. CEO Succession. To oversee and manage the formal process of identifying, evaluating, and recommending to the full Board a successor Chief Executive Officer for the Company, whether from internal candidates currently serving in leadership positions within the Company or from external candidates sourced through the executive search process or otherwise identified by the Committee, and to ensure that such process is conducted in a thorough, fair, and well-documented manner consistent with best practices in corporate governance and the fiduciary duties owed by the directors of the Company to its shareholders.

2. Activist Response. To coordinate the Board's response to the Activist Campaign initiated by Corvus Peak Capital Partners LP, including without limitation: (a) the evaluation of all demands, proposals, director nominations, and public statements made by Corvus Peak Capital Partners LP and its affiliates and representatives; (b) the oversight of the proxy contest defense in coordination with the Company's proxy solicitor, Citrine Advisory Group Inc., and the Company's standing outside counsel, Ashworth Velmoran LLP; and (c) the evaluation, negotiation, and recommendation to the full Board of any settlement proposals, cooperation agreements, standstill arrangements, or other resolutions of the Activist Campaign that the Committee deems appropriate.

3. Strategic Alternatives. To evaluate, in consultation with the Board's financial advisor, Stonebridge Crane & Co. (if and when engaged by the Committee or the Board), any strategic alternatives that may arise in connection with the Activist Campaign or the CEO succession process, including but not limited to potential business combinations, divestitures, capital allocation changes, and other strategic transactions, and to make recommendations to the full Board with respect thereto.

4. General Authority. To take all actions and make all determinations that the Committee deems necessary, advisable, or appropriate to fulfill the foregoing purposes, consistent with the fiduciary duties of the Board of Directors under the Delaware General Corporation Law (the "DGCL"), applicable United Kingdom law and regulation, applicable rules and regulations of the United States Securities and Exchange Commission (the "SEC"), the New York Stock Exchange, the Financial Conduct Authority, and the London Stock Exchange, and the Company's Amended and Restated Certificate of Incorporation (as amended through the date hereof) and Amended and Restated Bylaws (effective March 22, 2022) (the "Bylaws").

ARTICLE II — COMPOSITION

Section 2.1 — Members

The Special Committee shall consist of three (3) independent, non-executive directors of the Company, each of whom has been appointed by the Board to serve on the Committee as of the date of this Charter:

1. Tobias Kessler (Chair) — Independent Non-Executive Director. Mr. Kessler, age 63, is the retired Managing Partner of Kessler Marsh Advisory LLP, a strategic advisory firm. Mr. Kessler has served as a director of the Company since June 2019 and currently serves as a member of the Audit Committee and the Nominating & Governance Committee of the Board. Mr. Kessler brings extensive experience in corporate governance, executive leadership transitions, and strategic planning, having advised numerous public and private companies on leadership succession and board effectiveness throughout his career.

2. Lucinda Farrow-Grant — Independent Non-Executive Director. Ms. Farrow-Grant, age 55, is the Chief Executive Officer of Farrow-Grant Ventures Ltd., a diversified investment and venture capital firm. Ms. Farrow-Grant has served as a director of the Company since September 2020 and currently serves as a member of the Compensation Committee of the Board. Ms. Farrow-Grant brings deep expertise in operational management, executive talent assessment, and media industry strategy, having held senior leadership positions at several major media and entertainment companies prior to founding Farrow-Grant Ventures Ltd.

3. Dr. Anwen Llewellyn — Independent Non-Executive Director. Dr. Llewellyn, age 46, is a professor of corporate strategy at Ashford Business School, University of London, and a recognized scholar and practitioner in the fields of corporate governance, shareholder activism, and board dynamics. Dr. Llewellyn has served as a director of the Company since March 2022 and currently serves as a member of the Nominating & Governance Committee and the Risk Committee of the Board. Dr. Llewellyn brings a rigorous analytical perspective and substantial expertise in the evaluation of governance practices and activist engagement strategies.

Section 2.2 — Independence

Each member of the Special Committee has been determined by the Board of Directors, upon the recommendation of the Nominating & Governance Committee and in consultation with Calderwood & Harkness LLP, to be "independent" within the meaning of Section 303A of the NYSE Listed Company Manual and applicable rules and regulations of the SEC, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Each member has also been determined to satisfy the independence requirements applicable to non-executive directors under the UK Corporate Governance Code, to the extent applicable to the Company in connection with its London Stock Exchange listing.

No member of the Special Committee has any material relationship with the Company, Corvus Peak Capital Partners LP or any of its affiliates, any candidate for the Chief Executive Officer position, or any other party with a direct or indirect interest in the matters within the Committee's purview, that would impair such member's ability to exercise independent judgment in the discharge of the Committee's responsibilities. Each member of the Committee has confirmed in writing to the Chair of the Board and to Calderwood & Harkness LLP that he or she has no conflict of interest with respect to the matters within the scope of this Charter.

The Board acknowledges that the composition of the Special Committee has been structured deliberately to include directors reflecting different perspectives within the Board regarding the CEO succession process. Specifically, Mr. Kessler and Dr. Llewellyn have expressed support for the consideration of external candidate Jonathan Hale, while Ms. Farrow-Grant has expressed support for the candidacy of Interim Chief Executive Officer Priya Nair-Whitfield as a strong internal candidate. The Board determined that this balanced composition serves the interests of the Company and its shareholders by ensuring that the Committee's deliberations reflect the full range of views represented on the Board, while preserving the independence and objectivity of the Committee's process and recommendations.

Section 2.3 — Chair

Tobias Kessler shall serve as Chair of the Special Committee. In his capacity as Chair, Mr. Kessler shall:

(a) preside at all meetings of the Committee;

(b) establish the agenda for each meeting of the Committee, in consultation with the other members of the Committee and independent governance counsel;

(c) serve as the Committee's primary liaison with the full Board of Directors, including providing regular reports to the Board on the Committee's activities and progress;

(d) serve as the Committee's primary point of contact with Calderwood & Harkness LLP, as independent governance counsel, and with Hargrove Tate Partners LLC, as executive search firm;

(e) serve as the Committee's primary point of contact with management, including the Interim Chief Executive Officer and the General Counsel, regarding the matters within the Committee's purview; and

(f) perform such other duties as are customarily associated with the role of chair of a committee of the Board of Directors or as may be assigned to the Chair by the Committee from time to time.

In the absence of the Chair from any meeting, the members present shall designate one of their number to serve as acting chair for such meeting.

Section 2.4 — Term and Vacancies

Each member of the Special Committee shall serve on the Committee until the earliest to occur of: (a) the completion of the Special Committee's work and the dissolution of the Committee by action of the Board of Directors; (b) such member's removal from the Committee by the Board; or (c) such member's cessation of service as a director of the Company for any reason, including resignation, removal, failure to be re-elected, death, or disability.

Any vacancy on the Special Committee resulting from the departure of a member shall be filled by the Board of Directors from among the independent, non-executive directors of the Company. Any director appointed to fill a vacancy on the Committee shall satisfy the independence requirements set forth in Section 2.2 of this Charter. The Board shall use reasonable efforts to fill any such vacancy promptly, recognizing the importance of maintaining a fully constituted Committee during the pendency of the matters within its purview.

ARTICLE III — AUTHORITY AND POWERS

Section 3.1 — Sole Authority over CEO Succession Process

The Special Committee shall have sole and exclusive authority, as delegated by the full Board of Directors, to direct and oversee all aspects of the formal process to identify, evaluate, and recommend to the Board a successor Chief Executive Officer for the Company. Without limiting the generality of the foregoing, the Committee shall have the authority to:

(a) Direct and oversee the Chief Executive Officer search process conducted by Hargrove Tate Partners LLC (Lead Partner: Christine Aldridge), which firm has been retained by the Nominating & Governance Committee pursuant to an engagement letter dated March 12, 2024, providing for a flat fee of $750,000 plus reasonable out-of-pocket expenses, payable in three equal installments of $250,000 each upon execution of the engagement letter, delivery of the initial candidate slate, and completion of the search process, respectively. The Committee shall have the authority to direct the scope, pace, and focus of the search and to provide instructions to Hargrove Tate Partners LLC regarding the same.

(b) Establish the criteria and qualifications for the Chief Executive Officer position, including but not limited to requisite experience, leadership qualities, industry expertise, strategic vision, cultural fit, and any other factors the Committee deems relevant to the selection of a Chief Executive Officer capable of leading the Company effectively through its current challenges and in furtherance of its long-term strategic objectives.

(c) Identify, interview, and evaluate candidates for the position, including both internal candidates (including, without limitation, Interim Chief Executive Officer Priya Nair-Whitfield) and external candidates (including, without limitation, any candidates proposed by shareholders, directors, or third parties), ensuring that all candidates are evaluated on a fair and consistent basis using the criteria established by the Committee.

(d) Make a formal recommendation to the full Board of Directors regarding the selection of the next Chief Executive Officer, accompanied by a written report detailing the Committee's process, evaluation, and rationale for its recommendation, subject in all respects to the Board's ultimate authority to approve or reject the Committee's recommendation.

(e) Determine the process, timeline, and procedures for the search, including the sequencing of candidate interviews, the use of reference checks, background investigations, and psychometric assessments, and the authority to pause, accelerate, restart, or restructure the search as circumstances warrant.

(f) Negotiate, in coordination with independent compensation consultant Brackenridge Howard Associates Inc. (Lead Consultant: Miriam Estabrook), the principal terms of a proposed employment arrangement with the recommended candidate, including base salary, annual incentive compensation, long-term equity incentive awards, severance and change-in-control protections, and other material terms, for recommendation to the Compensation Committee and the full Board.

For the avoidance of doubt, while the Special Committee shall have sole and exclusive authority over the conduct of the CEO succession process, the ultimate decision to appoint a Chief Executive Officer shall remain with the full Board of Directors, acting upon the Committee's recommendation.

Section 3.2 — Authority Regarding Activist Response

The Special Committee shall have the authority to coordinate and oversee the Board's response to the Activist Campaign, including without limitation the authority to:

(a) Receive and evaluate all proposals, demands, correspondence, and settlement overtures from Corvus Peak Capital Partners LP and its counsel, Blackthorn Howell & Crane LLP (Lead Partner: Dominic Sayer), and to respond thereto on behalf of the Board, in consultation with the Committee's legal advisors.

(b) Negotiate, on behalf of the Board, the terms of any potential cooperation agreement, standstill arrangement, settlement agreement, or other resolution of the Activist Campaign with Corvus Peak Capital Partners LP, provided that any binding agreement entered into by the Company shall be subject to the review and approval of the full Board of Directors prior to execution.

(c) Coordinate with the Company's proxy solicitor, Citrine Advisory Group Inc. (Lead Contact: Sandra Eriksson), the Company's standing outside counsel, Ashworth Velmoran LLP (Lead Partner: Martin Cho), and the Board's independent governance counsel, Calderwood & Harkness LLP (Responsible Partner: Nathaniel Bower), in connection with the development and execution of the Company's proxy contest defense strategy, including the preparation and filing of proxy materials, the conduct of shareholder outreach and engagement, and the response to proxy advisory firm recommendations.

(d) Evaluate potential defensive measures, including but not limited to the adoption of a shareholder rights plan (poison pill), amendments to the Company's Bylaws, the issuance of public statements regarding the Board's strategic vision and governance initiatives, and the announcement of strategic alternatives, and to make recommendations to the full Board regarding the adoption or rejection of any such measures.

(e) Direct and oversee the Company's engagement with institutional shareholders and other significant holders of the Company's common stock in connection with the Activist Campaign and the proxy contest, in coordination with the Company's investor relations function and proxy solicitor.

(f) Monitor, evaluate, and respond to all public filings, press releases, investor presentations, and other communications issued by Corvus Peak Capital Partners LP or its affiliates in connection with the Activist Campaign, and to authorize the Company's responsive communications as the Committee deems appropriate.

Section 3.3 — Retention of Independent Advisors

The Special Committee shall have the sole authority to retain, at the Company's expense and without prior approval of the full Board, such independent legal counsel, financial advisors, investment bankers, compensation consultants, communications advisors, and other experts and advisors as the Committee deems necessary, advisable, or appropriate to fulfill its responsibilities under this Charter. The Company shall provide appropriate funding, as determined by the Committee in its reasonable judgment, for the payment of compensation to any such advisors and for the payment of ordinary administrative expenses incurred by the Committee in carrying out its responsibilities.

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

(a) Calderwood & Harkness LLP (independent governance counsel to the Board and the Special Committee; Responsible Partner: Nathaniel Bower; Matter No. 1017-00002);

(b) Hargrove Tate Partners LLC (executive search firm retained to conduct the CEO search; Lead Partner: Christine Aldridge);

(c) Brackenridge Howard Associates Inc. (independent compensation consultant; Lead Consultant: Miriam Estabrook), retained for the purpose of providing CEO compensation benchmarking, peer group analysis, and advisory services in connection with the negotiation of compensation terms for the incoming Chief Executive Officer.

The Committee may, at any time, engage additional advisors or terminate the engagement of any existing advisor, in each case as the Committee deems appropriate in its sole discretion. The terms of engagement of any advisor retained by the Committee shall be determined by the Committee and shall not require approval of the full Board, management, or any other committee of the Board.

Section 3.4 — Access to Information and Personnel

The Special Committee shall have full, complete, and unrestricted access to all books, records, documents, files, data, facilities, and personnel of the Company and its subsidiaries as the Committee deems necessary or appropriate to fulfill its responsibilities under this Charter. Without limiting the generality of the foregoing:

(a) The Company's General Counsel and Corporate Secretary, Nadine Khalil, shall serve as the primary management liaison to the Committee and shall provide such legal and administrative support to the Committee as the Committee may reasonably request.

(b) The Company's Chief Financial Officer, Garrett Voss, shall make himself available to the Committee upon reasonable notice to provide financial information, projections, and analysis as the Committee may reasonably request in connection with the CEO succession process, the Activist Campaign, or the evaluation of strategic alternatives.

(c) All officers, employees, and agents of the Company shall cooperate fully with the Committee and shall provide all information, documents, and access reasonably requested by the Committee or its advisors in connection with the Committee's work.

(d) The Committee may require any officer, employee, or agent of the Company to attend any meeting of the Committee, or any portion thereof, to provide information, answer questions, or otherwise assist the Committee in the discharge of its responsibilities.

Section 3.5 — Spending Authority

The Special Committee shall have authority to incur reasonable expenses in furtherance of its purposes, including without limitation fees and expenses of independent advisors, travel expenses incurred by Committee members and advisors in connection with Committee business, and other ordinary and necessary costs associated with the Committee's work. The Company shall provide appropriate funding as determined by the Committee in its reasonable judgment. The Chief Financial Officer shall ensure that all invoices submitted by the Committee's advisors are processed and paid promptly, and shall provide the Committee with periodic reports of expenses incurred.

ARTICLE IV — RESPONSIBILITIES AND DUTIES

Section 4.1 — CEO Search Process Oversight

In connection with its oversight of the CEO succession process, the Special Committee shall undertake the following responsibilities:

(a) Establish and approve the candidate profile, including desired qualifications, competencies, experience, leadership attributes, and evaluation criteria for the Chief Executive Officer position, taking into account the Company's current strategic priorities, the competitive landscape in the global media industry, and the views of the full Board as expressed in Board discussions prior to the formation of the Committee.

(b) Review and approve the search methodology proposed by Hargrove Tate Partners LLC, including the scope of the search (domestic and international), the target universe of potential candidates, the outreach strategy, and the timeline for delivery of the initial candidate slate and subsequent phases of the search process.

(c) Review the initial candidate slate delivered by Hargrove Tate Partners LLC and determine which candidates to advance to formal interviews, applying the evaluation criteria established by the Committee and exercising the Committee's independent judgment regarding the merits of each candidate.

(d) Conduct structured interviews of candidates advancing through the search process, utilizing a consistent interview format and evaluation rubric across all candidates to ensure fairness, comparability, and defensibility of the process. The Committee shall maintain contemporaneous documentation of all interviews and deliberations, including written summaries of each interview and the Committee's assessment of each candidate against the established criteria, as recommended by Calderwood & Harkness LLP's governance protocols memorandum dated March 20, 2024.

(e) Apply a standardized evaluation framework to all candidates, including both internal and external candidates, to ensure that the process is conducted on a level playing field. The Committee shall evaluate Interim Chief Executive Officer Priya Nair-Whitfield on the same criteria and through the same process as all external candidates, recognizing the importance of both procedural fairness and the appearance of fairness.

(f) Assess potential conflicts of interest of any candidate, including but not limited to any relationships between candidates and any shareholder of the Company (including Corvus Peak Capital Partners LP), any director, any officer, or any advisor to the Company or the Committee, and take appropriate steps to address or mitigate any such conflicts.

(g) Report regularly to the full Board of Directors on the progress of the search, providing such detail as the Committee deems appropriate while maintaining the confidentiality of the identities of candidates and the substance of the Committee's deliberations to the extent necessary to protect the integrity of the process.

(h) Upon the conclusion of the search process, make a formal recommendation to the Board regarding the selection of the next Chief Executive Officer, accompanied by a comprehensive written report detailing the Committee's process, the candidates considered, the evaluation criteria applied, the Committee's assessment of the recommended candidate and other finalists, and the rationale for the Committee's recommendation, including such supporting materials as the Committee deems appropriate.

Section 4.2 — Activist Response Coordination

In connection with its coordination of the Board's response to the Activist Campaign, the Special Committee shall undertake the following responsibilities:

(a) Monitor and evaluate all communications, filings, and public statements made by Corvus Peak Capital Partners LP, its affiliates, its counsel, and its other representatives in connection with the Activist Campaign, including press releases, open letters, investor presentations, social media communications, and any other public or private communications directed to the Company, its Board, its shareholders, or the investing public.

(b) Review Corvus Peak Capital Partners LP's Schedule 13D filings with the SEC, including the initial Schedule 13D filed on January 18, 2024, disclosing beneficial ownership of approximately 6.1% of the Company's outstanding common shares, and the amended Schedule 13D/A filed on February 26, 2024, disclosing increased beneficial ownership of approximately 8.7% of the Company's outstanding common shares (approximately 35,896,200 shares), and any subsequent amendments thereto, and monitor for compliance with applicable reporting requirements under the Securities Exchange Act of 1934, as amended.

(c) Evaluate the qualifications, backgrounds, independence, and potential contributions of Corvus Peak Capital Partners LP's director nominees for the 2024 Annual General Meeting, namely:

(i) Malcolm Trask, age 58, former Chief Executive Officer of Archway Digital Holdings Inc.;

(ii) Vanessa Loring, age 44, Managing Director at Corvus Peak Capital Partners LP; and

(iii) Dr. Raymond Chu, age 61, former President of Helix Media Networks Inc.;

and to make recommendations to the full Board regarding the Company's position with respect to such nominees, including any recommendation to oppose, support, or negotiate regarding the composition of the Board.

(d) Assess the Company's advance notice bylaw compliance with respect to shareholder nominations for the 2024 Annual General Meeting. The advance notice window established by Article II, Section 5 of the Company's Amended and Restated Bylaws (effective March 22, 2022) ran from February 10, 2024, through March 11, 2024. Corvus Peak Capital Partners LP's nomination notice was received by the Corporate Secretary on March 1, 2024, and has been determined to be timely filed within the advance notice window. The Committee shall coordinate with the General Counsel and outside counsel to evaluate the substantive compliance of Corvus Peak's nomination notice with all applicable requirements of the Bylaws.

(e) Evaluate and recommend responses to any settlement proposals, cooperation agreement terms, standstill proposals, or other resolution frameworks proposed by Corvus Peak Capital Partners LP or its representatives, and negotiate the terms thereof on behalf of the Board, subject to full Board approval of any binding agreement.

(f) Coordinate the proxy contest defense strategy, including the development of the Company's proxy statement narrative, shareholder outreach and engagement program, and communications strategy. The Committee shall coordinate with the Company's proxy solicitor, Citrine Advisory Group Inc. (Lead Contact: Sandra Eriksson), to conduct targeted engagement with the Company's significant institutional shareholders, including without limitation:

(i) Thorne Capital Management LP — approximately 6.3% of outstanding shares (approximately 25,993,800 shares);

(ii) Ridgeway Asset Management Ltd. — approximately 5.1% of outstanding shares (approximately 21,042,600 shares);

(iii) Windermere Pension Trust — approximately 4.4% of outstanding shares (approximately 18,154,400 shares); and

(iv) Management and Board insiders — approximately 3.2% of outstanding shares (approximately 13,203,200 shares).

(g) Evaluate the implications of recommendations issued by proxy advisory firms, including Cobalt Ridge Solutions (ISS) and Glenrock Services Inc. (Tarrant Partners LLC), with respect to the contested director election and any other proposals on the ballot at the 2024 Annual General Meeting, and recommend responsive actions to the Board, including the preparation and dissemination of supplemental proxy materials, engagement with proxy advisory firm analysts, and other measures the Committee deems appropriate.

Section 4.3 — Fiduciary Standards

The Special Committee shall at all times act in a manner consistent with its members' fiduciary duties of care and loyalty under the Delaware General Corporation Law. In discharging their responsibilities under this Charter, the members of the Committee shall:

(a) Act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the members reasonably believe to be in the best interests of the Company and its shareholders.

(b) Be mindful of the enhanced scrutiny standards applicable to contested election situations and defensive measures adopted in the context of shareholder activism, including the principles articulated by the Delaware courts under Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), MM Companies, Inc. v. Liquid Audio, Inc., 813 A.2d 1118 (Del. 2003), and related Delaware case law, as briefed by Calderwood & Harkness LLP in its memorandum to the Board dated March 14, 2024.

(c) Ensure that all actions taken and recommendations made by the Committee are well-documented and supported by a thorough record of informed deliberation, including contemporaneous minutes of meetings, written analyses and reports prepared by the Committee's advisors, and a clear articulation of the bases for the Committee's conclusions and recommendations.

(d) Avoid actual or potential conflicts of interest in connection with the Committee's work and promptly disclose to the other members of the Committee and to independent governance counsel any facts or circumstances that could give rise to any actual or apparent conflict of interest.

ARTICLE V — MEETINGS AND PROCEDURES

Section 5.1 — Meetings

The Special Committee shall meet as frequently as the Chair determines is necessary or appropriate to fulfill the Committee's responsibilities under this Charter, but in no event less than bi-weekly during the pendency of the CEO succession process and the proxy contest. It is expected that the Committee will meet with greater frequency during critical phases of its work, including the evaluation of finalist candidates, the negotiation of any settlement or cooperation agreement, and the period immediately preceding the 2024 Annual General Meeting.

Meetings of the Committee may be called by the Chair or by any two members of the Committee, upon reasonable notice to all members. In cases of urgency, the Chair may call a meeting on shorter notice, provided that all members are informed and given the opportunity to participate. Meetings may be held in person at the Company's offices or such other location as the Chair may designate, by videoconference, by telephone conference, or by any combination thereof, as the Chair and the members may agree.

A quorum for the transaction of business at any meeting of the Committee shall consist of a majority of the members of the Committee (i.e., two of the three members). Any action taken by a majority of the members present at a duly convened meeting at which a quorum is present shall constitute the act of the Committee. In the event that a quorum is not present, the members present may adjourn the meeting to a later date upon notice to the absent member(s).

Section 5.2 — Agenda and Minutes

The Chair shall prepare and circulate a written agenda to Committee members and relevant advisors in advance of each meeting, typically no less than two (2) business days prior to the meeting, together with any supporting materials to be considered at the meeting. Committee members and advisors may suggest agenda items for the Chair's consideration.

Minutes of each meeting of the Committee shall be prepared and maintained by the Corporate Secretary, Nadine Khalil, or her designee. The minutes shall reflect the date, time, and place of the meeting, the members present, any advisors or other persons in attendance, the matters discussed, and all actions taken or resolutions adopted by the Committee. Minutes shall be reviewed and approved by the Committee at the next succeeding meeting and, upon approval, shall be maintained as part of the Company's permanent corporate records.

All Committee materials, including agendas, presentations, memoranda, reports, correspondence, notes, and other documents prepared by or for the Committee or its advisors, shall be treated as privileged and confidential to the fullest extent permitted by applicable law, including the attorney-client privilege, the work product doctrine, and any other applicable privilege or protection. The Committee shall consult with Calderwood & Harkness LLP regarding appropriate privilege protocols and document handling procedures.

Section 5.3 — Attendance by Non-Members

The Committee may invite any director, officer, employee of the Company, or outside advisor to attend meetings of the Committee or portions thereof, as the Committee deems appropriate. Without limiting the generality of the foregoing:

(a) The Interim Chief Executive Officer, Priya Nair-Whitfield, and the Chief Financial Officer, Garrett Voss, may be invited to attend portions of Committee meetings at the discretion of the Chair, to provide management reports, financial information, or other input as the Committee deems useful. However, the Interim Chief Executive Officer and the Chief Financial Officer shall not be present during any executive session of the Committee or during any deliberation regarding the evaluation of CEO candidates (including Ms. Nair-Whitfield's own candidacy).

(b) Calderwood & Harkness LLP, as independent governance counsel to the Board and the Committee, shall be entitled to attend all meetings of the Committee, including executive sessions, unless the Committee determines otherwise in a particular instance. The presence of independent governance counsel at all meetings and executive sessions is intended to ensure that the Committee receives timely legal guidance and that its deliberations and processes are conducted in a manner consistent with applicable legal standards and best practices.

(c) Representatives of Hargrove Tate Partners LLC, Brackenridge Howard Associates Inc., Ashworth Velmoran LLP, Citrine Advisory Group Inc., and other advisors to the Committee or the Company may be invited to attend meetings or portions thereof at the discretion of the Chair.

Section 5.4 — Executive Sessions

The Committee shall hold an executive session, without management present, at each regular meeting of the Committee. Additional executive sessions may be convened at any time at the discretion of the Chair or upon the request of any Committee member. Executive sessions shall be attended only by the members of the Committee and such independent advisors as the Committee may invite. The purpose of executive sessions is to provide the Committee with a forum for candid deliberation regarding sensitive matters, including the evaluation of CEO candidates, the assessment of settlement proposals, and the development of recommendations to the full Board.

Section 5.5 — Action by Written Consent

The Committee may take any action required or permitted to be taken at a meeting of the Committee by unanimous written consent of all members of the Committee, in lieu of a meeting, to the extent permitted under Article III, Section 8 of the Company's Amended and Restated Bylaws (effective March 22, 2022) and Section 141(f) of the Delaware General Corporation Law. Any written consent shall be filed with the minutes of the Committee's proceedings and maintained as part of the Company's corporate records.

ARTICLE VI — REPORTING

Section 6.1 — Reporting to the Board

The Chair of the Special Committee shall provide oral or written reports to the full Board of Directors at each regularly scheduled meeting of the Board regarding the activities, progress, and recommendations of the Committee. Such reports shall include a summary of the Committee's recent meetings, a description of the status of the CEO search process and the Activist Campaign response, identification of any material issues or developments, and such other information as the Chair deems appropriate or as the Board may request.

Any recommendation by the Committee regarding the selection of a CEO candidate shall be presented to the full Board in a comprehensive written report, accompanied by supporting materials (which may include candidate profiles, evaluation matrices, compensation benchmarking analyses, reference check summaries, and any other materials the Committee deems relevant), for the Board's consideration and approval at a duly convened meeting of the Board. The Committee shall also make its advisors available to the Board, upon request, to answer questions and provide additional context regarding the Committee's recommendation.

Section 6.2 — Confidentiality

Members of the Special Committee, all advisors retained by or on behalf of the Committee, and all other persons who attend meetings of the Committee or have access to Committee materials shall maintain strict confidentiality regarding all Committee deliberations, materials, communications, and work product. No member of the Committee or any advisor or attendee shall disclose any information regarding the Committee's work to any person not authorized to receive such information, except as required by applicable law or as authorized by the Committee.

The Committee shall coordinate with the General Counsel, Nadine Khalil, regarding any disclosure obligations under applicable securities laws and regulations, including the proxy rules of the SEC (Regulation 14A under the Securities Exchange Act of 1934, as amended), the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority (as applicable to the Company's London Stock Exchange listing), the Market Abuse Regulation (EU) No. 596/2014 as retained in UK domestic law, and any applicable rules of the New York Stock Exchange and the London Stock Exchange. The Committee shall ensure that all required disclosures are made in a timely manner while preserving the confidentiality of the Committee's deliberations and processes to the greatest extent consistent with applicable law.

ARTICLE VII — COMPENSATION

Members of the Special Committee shall receive compensation for their service on the Committee as determined by the Board of Directors, in addition to the regular annual retainer and meeting fees payable to such members for their service as non-executive directors of the Company. Such additional compensation shall be commensurate with the significant time commitment and responsibilities required of Committee members in connection with the CEO succession process and the Activist Campaign response.

The Committee may consult with Brackenridge Howard Associates Inc. regarding appropriate levels of compensation for Committee service, taking into account prevailing market practices for special committee service at comparable public companies, if the Committee deems such consultation desirable. Any recommendation regarding Committee member compensation shall be presented to the full Board for approval.

ARTICLE VIII — DELEGATION

The Special Committee may, in its discretion, delegate any of its responsibilities to one or more subcommittees, each consisting of one or more members of the Committee, as the Committee deems appropriate to facilitate the efficient conduct of its work. Any such delegation shall be documented in the minutes of the Committee meeting at which the delegation is approved.

Any subcommittee so established shall have the authority, within the scope of the delegated responsibilities, to take such actions as the subcommittee deems necessary or appropriate, subject at all times to the oversight and direction of the full Committee. Any subcommittee shall report to the full Committee on its activities and recommendations at the next regularly scheduled meeting of the Committee following any meeting or action of the subcommittee, and the full Committee shall retain the authority to review, modify, or reverse any action taken by a subcommittee.

ARTICLE IX — AMENDMENTS

This Charter may be amended, modified, or supplemented only by the affirmative vote of a majority of the full Board of Directors of the Company at a duly convened meeting of the Board at which a quorum is present, or by unanimous written consent of the Board to the extent permitted under the Company's Bylaws and the Delaware General Corporation Law. The Special Committee may recommend amendments to this Charter to the Board, but shall not have the authority to amend the Charter unilaterally.

ARTICLE X — DURATION AND DISSOLUTION

The Special Committee shall continue in existence and shall exercise the authority granted to it under this Charter until dissolved by the Board of Directors upon a determination by the Board that the Committee's purposes have been fulfilled, or the Board otherwise determines, in its judgment, that the Committee's continued existence is no longer necessary or appropriate. It is anticipated that the Committee will complete its work upon the appointment of a permanent Chief Executive Officer and the conclusion or resolution of the Activist Campaign (whether through the outcome of the 2024 Annual General Meeting, a settlement or cooperation agreement with Corvus Peak Capital Partners LP, or otherwise), but the Board reserves the right to dissolve the Committee at any time and for any reason.

Upon the dissolution of the Special Committee, all records, materials, minutes, correspondence, and other documents of the Committee shall be preserved in accordance with the Company's document retention policies and any applicable privilege protocols established by Calderwood & Harkness LLP. The General Counsel and Corporate Secretary shall be responsible for ensuring the proper archiving and preservation of all Committee materials. No records or materials of the Committee shall be destroyed without the prior written approval of the General Counsel and independent governance counsel.

ADOPTION AND EXECUTION

Adopted by the Board of Directors of Aurelius Global Media Group PLC on March 18, 2024, by unanimous vote of all directors present at a duly convened meeting of the Board at which a quorum was present.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Dame Elspeth Greenvale

Title: Independent Non-Executive Chair, Board of Directors

Date: March 18, 2024

ATTESTED:

By: ________

Name: Nadine Khalil

Title: General Counsel and Corporate Secretary

Date: March 18, 2024

EXHIBIT A

RESOLUTION OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC ESTABLISHING THE SPECIAL COMMITTEE

Adopted: March 18, 2024

The following resolutions were adopted by the Board of Directors of Aurelius Global Media Group PLC (the "Company") at a duly convened meeting of the Board held on March 18, 2024, at which a quorum was present, upon motion duly made and seconded:

RESOLVED, that a Special Committee of the Board of Directors of the Company (the "Special Committee") be, and hereby is, established for the purposes set forth in the Charter of the Special Committee (the "Charter"), a copy of which has been presented to the Board and is attached to these resolutions;

RESOLVED, that the following independent, non-executive directors of the Company are hereby appointed as members of the Special Committee:

1. Tobias Kessler;

2. Lucinda Farrow-Grant; and

3. Dr. Anwen Llewellyn;

and Tobias Kessler is hereby designated as Chair of the Special Committee;

RESOLVED, that the Special Committee shall have sole and exclusive authority, as delegated by the Board, to oversee and direct the formal process of identifying, evaluating, and recommending to the Board a successor Chief Executive Officer for the Company, and to coordinate the Board's response to the activist campaign initiated by Corvus Peak Capital Partners LP, all as more fully described in the Charter;

RESOLVED, that the Special Committee is hereby authorized to retain, at the Company's expense and without prior approval of the Board, such independent legal counsel, financial advisors, compensation consultants, executive search firms, and other experts and advisors as the Special Committee deems necessary or appropriate to fulfill its responsibilities under the Charter, and the Company shall provide appropriate funding therefor as determined by the Special Committee;

RESOLVED, that the Charter of the Special Committee, in the form presented to the Board at this meeting, is hereby adopted and approved in its entirety, and the Corporate Secretary is directed to attach a copy of the Charter to the minutes of this meeting;

RESOLVED, that the officers of the Company are hereby authorized and directed to take all actions, execute all documents, and make all filings as may be necessary, advisable, or appropriate to effectuate the foregoing resolutions and to carry out the purposes and intent thereof; and

RESOLVED, that any and all actions heretofore taken by any officer or director of the Company in connection with the establishment of the Special Committee and the retention of advisors in anticipation of the adoption of these resolutions are hereby ratified, confirmed, and approved in all respects.

The undersigned, being the Corporate Secretary of Aurelius Global Media Group PLC, hereby certifies that the foregoing is a true and correct copy of the resolutions adopted by the Board of Directors at its meeting held on March 18, 2024.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Nadine Khalil

Title: General Counsel and Corporate Secretary

Date: March 18, 2024

CHARTER OF THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC
Adopted: March 18, 2024
Approved by the Board of Directors of Aurelius Global Media Group PLC (the "Company" or "AGMG")
Right-click to update Table of Contents
RECITALS
WHEREAS, Aurelius Global Media Group PLC is a public limited company incorporated in the State of Delaware (Delaware File Number 4827193; EIN 26-4831097), registered as an overseas company in England and Wales under the Companies Act 2006, with its principal executive offices located at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and its shares of common stock listed on the New York Stock Exchange under the 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 the ticker symbol "AGMG.L";
WHEREAS, Marcus Vane resigned as Chief Executive Officer of the Company effective March 8, 2024, creating a vacancy in the Company's most senior executive leadership position, and the Board of Directors of the Company (the "Board") promptly designated Priya Nair-Whitfield, the Company's Chief Operating Officer and an Executive Director, as Interim Chief Executive Officer of the Company, to serve in such capacity pending the completion of a formal succession process to identify and appoint a permanent Chief Executive Officer;
WHEREAS, Corvus Peak Capital Partners LP, a Delaware limited partnership and an activist shareholder of the Company, holding approximately 8.7% of the Company's outstanding shares of common stock (approximately 35,896,200 shares of 412,600,000 shares outstanding as of the date hereof), has submitted formal director nominations for the Company's 2024 Annual General Meeting of Shareholders and has publicly demanded, among other things, the adoption by the Board of a formal Chief Executive Officer succession plan, the appointment of new independent directors to the Board, and the undertaking of a comprehensive strategic review of the Company's business, operations, and capital allocation priorities;
WHEREAS, the Board has carefully considered the current circumstances facing the Company, including the leadership transition, the demands and proposals of Corvus Peak Capital Partners LP, and the interests of the Company's shareholders, employees, customers, and other stakeholders, and has determined that it is in the best interests of the Company and its shareholders to form a Special Committee composed of independent, non-executive directors to oversee the Chief Executive Officer succession process and to coordinate the Board's response to the activist campaign initiated by Corvus Peak Capital Partners LP (the "Activist Campaign");
WHEREAS, the Board has engaged Calderwood & Harkness LLP as independent governance counsel to advise the Board and the Special Committee in connection with these matters (Matter No. 1017-00002), and the Nominating & Governance Committee of the Board has retained Hargrove Tate Partners LLC as the executive search firm to conduct the formal Chief Executive Officer search on behalf of the Company;
NOW, THEREFORE, the Board of Directors of Aurelius Global Media Group PLC hereby establishes the Special Committee of the Board of Directors (the "Special Committee" or the "Committee") and adopts this Charter (this "Charter") setting forth the Committee's purpose, composition, authority, responsibilities, and procedures, effective as of March 18, 2024.
ARTICLE I — PURPOSE
The Special Committee is established for the following purposes:
1.  CEO Succession. To oversee and manage the formal process of identifying, evaluating, and recommending to the full Board a successor Chief Executive Officer for the Company, whether from internal candidates currently serving in leadership positions within the Company or from external candidates sourced through the executive search process or otherwise identified by the Committee, and to ensure that such process is conducted in a thorough, fair, and well-documented manner consistent with best practices in corporate governance and the fiduciary duties owed by the directors of the Company to its shareholders.
2.  Activist Response. To coordinate the Board's response to the Activist Campaign initiated by Corvus Peak Capital Partners LP, including without limitation: (a) the evaluation of all demands, proposals, director nominations, and public statements made by Corvus Peak Capital Partners LP and its affiliates and representatives; (b) the oversight of the proxy contest defense in coordination with the Company's proxy solicitor, Citrine Advisory Group Inc., and the Company's standing outside counsel, Ashworth Velmoran LLP; and (c) the evaluation, negotiation, and recommendation to the full Board of any settlement proposals, cooperation agreements, standstill arrangements, or other resolutions of the Activist Campaign that the Committee deems appropriate.
3.  Strategic Alternatives. To evaluate, in consultation with the Board's financial advisor, Stonebridge Crane & Co. (if and when engaged by the Committee or the Board), any strategic alternatives that may arise in connection with the Activist Campaign or the CEO succession process, including but not limited to potential business combinations, divestitures, capital allocation changes, and other strategic transactions, and to make recommendations to the full Board with respect thereto.
4.  General Authority. To take all actions and make all determinations that the Committee deems necessary, advisable, or appropriate to fulfill the foregoing purposes, consistent with the fiduciary duties of the Board of Directors under the Delaware General Corporation Law (the "DGCL"), applicable United Kingdom law and regulation, applicable rules and regulations of the United States Securities and Exchange Commission (the "SEC"), the New York Stock Exchange, the Financial Conduct Authority, and the London Stock Exchange, and the Company's Amended and Restated Certificate of Incorporation (as amended through the date hereof) and Amended and Restated Bylaws (effective March 22, 2022) (the "Bylaws").
ARTICLE II — COMPOSITION
Section 2.1 — Members
The Special Committee shall consist of three (3) independent, non-executive directors of the Company, each of whom has been appointed by the Board to serve on the Committee as of the date of this Charter:
1.  Tobias Kessler (Chair) — Independent Non-Executive Director. Mr. Kessler, age 63, is the retired Managing Partner of Kessler Marsh Advisory LLP, a strategic advisory firm. Mr. Kessler has served as a director of the Company since June 2019 and currently serves as a member of the Audit Committee and the Nominating & Governance Committee of the Board. Mr. Kessler brings extensive experience in corporate governance, executive leadership transitions, and strategic planning, having advised numerous public and private companies on leadership succession and board effectiveness throughout his career.
2.  Lucinda Farrow-Grant — Independent Non-Executive Director. Ms. Farrow-Grant, age 55, is the Chief Executive Officer of Farrow-Grant Ventures Ltd., a diversified investment and venture capital firm. Ms. Farrow-Grant has served as a director of the Company since September 2020 and currently serves as a member of the Compensation Committee of the Board. Ms. Farrow-Grant brings deep expertise in operational management, executive talent assessment, and media industry strategy, having held senior leadership positions at several major media and entertainment companies prior to founding Farrow-Grant Ventures Ltd.
3.  Dr. Anwen Llewellyn — Independent Non-Executive Director. Dr. Llewellyn, age 46, is a professor of corporate strategy at Ashford Business School, University of London, and a recognized scholar and practitioner in the fields of corporate governance, shareholder activism, and board dynamics. Dr. Llewellyn has served as a director of the Company since March 2022 and currently serves as a member of the Nominating & Governance Committee and the Risk Committee of the Board. Dr. Llewellyn brings a rigorous analytical perspective and substantial expertise in the evaluation of governance practices and activist engagement strategies.
Section 2.2 — Independence
Each member of the Special Committee has been determined by the Board of Directors, upon the recommendation of the Nominating & Governance Committee and in consultation with Calderwood & Harkness LLP, to be "independent" within the meaning of Section 303A of the NYSE Listed Company Manual and applicable rules and regulations of the SEC, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Each member has also been determined to satisfy the independence requirements applicable to non-executive directors under the UK Corporate Governance Code, to the extent applicable to the Company in connection with its London Stock Exchange listing.
No member of the Special Committee has any material relationship with the Company, Corvus Peak Capital Partners LP or any of its affiliates, any candidate for the Chief Executive Officer position, or any other party with a direct or indirect interest in the matters within the Committee's purview, that would impair such member's ability to exercise independent judgment in the discharge of the Committee's responsibilities. Each member of the Committee has confirmed in writing to the Chair of the Board and to Calderwood & Harkness LLP that he or she has no conflict of interest with respect to the matters within the scope of this Charter.
The Board acknowledges that the composition of the Special Committee has been structured deliberately to include directors reflecting different perspectives within the Board regarding the CEO succession process. Specifically, Mr. Kessler and Dr. Llewellyn have expressed support for the consideration of external candidate Jonathan Hale, while Ms. Farrow-Grant has expressed support for the candidacy of Interim Chief Executive Officer Priya Nair-Whitfield as a strong internal candidate. The Board determined that this balanced composition serves the interests of the Company and its shareholders by ensuring that the Committee's deliberations reflect the full range of views represented on the Board, while preserving the independence and objectivity of the Committee's process and recommendations.
Section 2.3 — Chair
Tobias Kessler shall serve as Chair of the Special Committee. In his capacity as Chair, Mr. Kessler shall:
(a) preside at all meetings of the Committee;
(b) establish the agenda for each meeting of the Committee, in consultation with the other members of the Committee and independent governance counsel;
(c) serve as the Committee's primary liaison with the full Board of Directors, including providing regular reports to the Board on the Committee's activities and progress;
(d) serve as the Committee's primary point of contact with Calderwood & Harkness LLP, as independent governance counsel, and with Hargrove Tate Partners LLC, as executive search firm;
(e) serve as the Committee's primary point of contact with management, including the Interim Chief Executive Officer and the General Counsel, regarding the matters within the Committee's purview; and
(f) perform such other duties as are customarily associated with the role of chair of a committee of the Board of Directors or as may be assigned to the Chair by the Committee from time to time.
In the absence of the Chair from any meeting, the members present shall designate one of their number to serve as acting chair for such meeting.
Section 2.4 — Term and Vacancies
Each member of the Special Committee shall serve on the Committee until the earliest to occur of: (a) the completion of the Special Committee's work and the dissolution of the Committee by action of the Board of Directors; (b) such member's removal from the Committee by the Board; or (c) such member's cessation of service as a director of the Company for any reason, including resignation, removal, failure to be re-elected, death, or disability.
Any vacancy on the Special Committee resulting from the departure of a member shall be filled by the Board of Directors from among the independent, non-executive directors of the Company. Any director appointed to fill a vacancy on the Committee shall satisfy the independence requirements set forth in Section 2.2 of this Charter. The Board shall use reasonable efforts to fill any such vacancy promptly, recognizing the importance of maintaining a fully constituted Committee during the pendency of the matters within its purview.
ARTICLE III — AUTHORITY AND POWERS
Section 3.1 — Sole Authority over CEO Succession Process
The Special Committee shall have sole and exclusive authority, as delegated by the full Board of Directors, to direct and oversee all aspects of the formal process to identify, evaluate, and recommend to the Board a successor Chief Executive Officer for the Company. Without limiting the generality of the foregoing, the Committee shall have the authority to:
(a) Direct and oversee the Chief Executive Officer search process conducted by Hargrove Tate Partners LLC (Lead Partner: Christine Aldridge), which firm has been retained by the Nominating & Governance Committee pursuant to an engagement letter dated March 12, 2024, providing for a flat fee of $750,000 plus reasonable out-of-pocket expenses, payable in three equal installments of $250,000 each upon execution of the engagement letter, delivery of the initial candidate slate, and completion of the search process, respectively. The Committee shall have the authority to direct the scope, pace, and focus of the search and to provide instructions to Hargrove Tate Partners LLC regarding the same.
(b) Establish the criteria and qualifications for the Chief Executive Officer position, including but not limited to requisite experience, leadership qualities, industry expertise, strategic vision, cultural fit, and any other factors the Committee deems relevant to the selection of a Chief Executive Officer capable of leading the Company effectively through its current challenges and in furtherance of its long-term strategic objectives.
(c) Identify, interview, and evaluate candidates for the position, including both internal candidates (including, without limitation, Interim Chief Executive Officer Priya Nair-Whitfield) and external candidates (including, without limitation, any candidates proposed by shareholders, directors, or third parties), ensuring that all candidates are evaluated on a fair and consistent basis using the criteria established by the Committee.
(d) Make a formal recommendation to the full Board of Directors regarding the selection of the next Chief Executive Officer, accompanied by a written report detailing the Committee's process, evaluation, and rationale for its recommendation, subject in all respects to the Board's ultimate authority to approve or reject the Committee's recommendation.
(e) Determine the process, timeline, and procedures for the search, including the sequencing of candidate interviews, the use of reference checks, background investigations, and psychometric assessments, and the authority to pause, accelerate, restart, or restructure the search as circumstances warrant.
(f) Negotiate, in coordination with independent compensation consultant Brackenridge Howard Associates Inc. (Lead Consultant: Miriam Estabrook), the principal terms of a proposed employment arrangement with the recommended candidate, including base salary, annual incentive compensation, long-term equity incentive awards, severance and change-in-control protections, and other material terms, for recommendation to the Compensation Committee and the full Board.
For the avoidance of doubt, while the Special Committee shall have sole and exclusive authority over the conduct of the CEO succession process, the ultimate decision to appoint a Chief Executive Officer shall remain with the full Board of Directors, acting upon the Committee's recommendation.
Section 3.2 — Authority Regarding Activist Response
The Special Committee shall have the authority to coordinate and oversee the Board's response to the Activist Campaign, including without limitation the authority to:
(a) Receive and evaluate all proposals, demands, correspondence, and settlement overtures from Corvus Peak Capital Partners LP and its counsel, Blackthorn Howell & Crane LLP (Lead Partner: Dominic Sayer), and to respond thereto on behalf of the Board, in consultation with the Committee's legal advisors.
(b) Negotiate, on behalf of the Board, the terms of any potential cooperation agreement, standstill arrangement, settlement agreement, or other resolution of the Activist Campaign with Corvus Peak Capital Partners LP, provided that any binding agreement entered into by the Company shall be subject to the review and approval of the full Board of Directors prior to execution.
(c) Coordinate with the Company's proxy solicitor, Citrine Advisory Group Inc. (Lead Contact: Sandra Eriksson), the Company's standing outside counsel, Ashworth Velmoran LLP (Lead Partner: Martin Cho), and the Board's independent governance counsel, Calderwood & Harkness LLP (Responsible Partner: Nathaniel Bower), in connection with the development and execution of the Company's proxy contest defense strategy, including the preparation and filing of proxy materials, the conduct of shareholder outreach and engagement, and the response to proxy advisory firm recommendations.
(d) Evaluate potential defensive measures, including but not limited to the adoption of a shareholder rights plan (poison pill), amendments to the Company's Bylaws, the issuance of public statements regarding the Board's strategic vision and governance initiatives, and the announcement of strategic alternatives, and to make recommendations to the full Board regarding the adoption or rejection of any such measures.
(e) Direct and oversee the Company's engagement with institutional shareholders and other significant holders of the Company's common stock in connection with the Activist Campaign and the proxy contest, in coordination with the Company's investor relations function and proxy solicitor.
(f) Monitor, evaluate, and respond to all public filings, press releases, investor presentations, and other communications issued by Corvus Peak Capital Partners LP or its affiliates in connection with the Activist Campaign, and to authorize the Company's responsive communications as the Committee deems appropriate.
Section 3.3 — Retention of Independent Advisors
The Special Committee shall have the sole authority to retain, at the Company's expense and without prior approval of the full Board, such independent legal counsel, financial advisors, investment bankers, compensation consultants, communications advisors, and other experts and advisors as the Committee deems necessary, advisable, or appropriate to fulfill its responsibilities under this Charter. The Company shall provide appropriate funding, as determined by the Committee in its reasonable judgment, for the payment of compensation to any such advisors and for the payment of ordinary administrative expenses incurred by the Committee in carrying out its responsibilities.
As of the date of this Charter, the following advisors have been retained and are available to the Committee:
(a) Calderwood & Harkness LLP (independent governance counsel to the Board and the Special Committee; Responsible Partner: Nathaniel Bower; Matter No. 1017-00002);
(b) Hargrove Tate Partners LLC (executive search firm retained to conduct the CEO search; Lead Partner: Christine Aldridge);
(c) Brackenridge Howard Associates Inc. (independent compensation consultant; Lead Consultant: Miriam Estabrook), retained for the purpose of providing CEO compensation benchmarking, peer group analysis, and advisory services in connection with the negotiation of compensation terms for the incoming Chief Executive Officer.
The Committee may, at any time, engage additional advisors or terminate the engagement of any existing advisor, in each case as the Committee deems appropriate in its sole discretion. The terms of engagement of any advisor retained by the Committee shall be determined by the Committee and shall not require approval of the full Board, management, or any other committee of the Board.
Section 3.4 — Access to Information and Personnel
The Special Committee shall have full, complete, and unrestricted access to all books, records, documents, files, data, facilities, and personnel of the Company and its subsidiaries as the Committee deems necessary or appropriate to fulfill its responsibilities under this Charter. Without limiting the generality of the foregoing:
(a) The Company's General Counsel and Corporate Secretary, Nadine Khalil, shall serve as the primary management liaison to the Committee and shall provide such legal and administrative support to the Committee as the Committee may reasonably request.
(b) The Company's Chief Financial Officer, Garrett Voss, shall make himself available to the Committee upon reasonable notice to provide financial information, projections, and analysis as the Committee may reasonably request in connection with the CEO succession process, the Activist Campaign, or the evaluation of strategic alternatives.
(c) All officers, employees, and agents of the Company shall cooperate fully with the Committee and shall provide all information, documents, and access reasonably requested by the Committee or its advisors in connection with the Committee's work.
(d) The Committee may require any officer, employee, or agent of the Company to attend any meeting of the Committee, or any portion thereof, to provide information, answer questions, or otherwise assist the Committee in the discharge of its responsibilities.
Section 3.5 — Spending Authority
The Special Committee shall have authority to incur reasonable expenses in furtherance of its purposes, including without limitation fees and expenses of independent advisors, travel expenses incurred by Committee members and advisors in connection with Committee business, and other ordinary and necessary costs associated with the Committee's work. The Company shall provide appropriate funding as determined by the Committee in its reasonable judgment. The Chief Financial Officer shall ensure that all invoices submitted by the Committee's advisors are processed and paid promptly, and shall provide the Committee with periodic reports of expenses incurred.
ARTICLE IV — RESPONSIBILITIES AND DUTIES
Section 4.1 — CEO Search Process Oversight
In connection with its oversight of the CEO succession process, the Special Committee shall undertake the following responsibilities:
(a) Establish and approve the candidate profile, including desired qualifications, competencies, experience, leadership attributes, and evaluation criteria for the Chief Executive Officer position, taking into account the Company's current strategic priorities, the competitive landscape in the global media industry, and the views of the full Board as expressed in Board discussions prior to the formation of the Committee.
(b) Review and approve the search methodology proposed by Hargrove Tate Partners LLC, including the scope of the search (domestic and international), the target universe of potential candidates, the outreach strategy, and the timeline for delivery of the initial candidate slate and subsequent phases of the search process.
(c) Review the initial candidate slate delivered by Hargrove Tate Partners LLC and determine which candidates to advance to formal interviews, applying the evaluation criteria established by the Committee and exercising the Committee's independent judgment regarding the merits of each candidate.
(d) Conduct structured interviews of candidates advancing through the search process, utilizing a consistent interview format and evaluation rubric across all candidates to ensure fairness, comparability, and defensibility of the process. The Committee shall maintain contemporaneous documentation of all interviews and deliberations, including written summaries of each interview and the Committee's assessment of each candidate against the established criteria, as recommended by Calderwood & Harkness LLP's governance protocols memorandum dated March 20, 2024.
(e) Apply a standardized evaluation framework to all candidates, including both internal and external candidates, to ensure that the process is conducted on a level playing field. The Committee shall evaluate Interim Chief Executive Officer Priya Nair-Whitfield on the same criteria and through the same process as all external candidates, recognizing the importance of both procedural fairness and the appearance of fairness.
(f) Assess potential conflicts of interest of any candidate, including but not limited to any relationships between candidates and any shareholder of the Company (including Corvus Peak Capital Partners LP), any director, any officer, or any advisor to the Company or the Committee, and take appropriate steps to address or mitigate any such conflicts.
(g) Report regularly to the full Board of Directors on the progress of the search, providing such detail as the Committee deems appropriate while maintaining the confidentiality of the identities of candidates and the substance of the Committee's deliberations to the extent necessary to protect the integrity of the process.
(h) Upon the conclusion of the search process, make a formal recommendation to the Board regarding the selection of the next Chief Executive Officer, accompanied by a comprehensive written report detailing the Committee's process, the candidates considered, the evaluation criteria applied, the Committee's assessment of the recommended candidate and other finalists, and the rationale for the Committee's recommendation, including such supporting materials as the Committee deems appropriate.
Section 4.2 — Activist Response Coordination
In connection with its coordination of the Board's response to the Activist Campaign, the Special Committee shall undertake the following responsibilities:
(a) Monitor and evaluate all communications, filings, and public statements made by Corvus Peak Capital Partners LP, its affiliates, its counsel, and its other representatives in connection with the Activist Campaign, including press releases, open letters, investor presentations, social media communications, and any other public or private communications directed to the Company, its Board, its shareholders, or the investing public.
(b) Review Corvus Peak Capital Partners LP's Schedule 13D filings with the SEC, including the initial Schedule 13D filed on January 18, 2024, disclosing beneficial ownership of approximately 6.1% of the Company's outstanding common shares, and the amended Schedule 13D/A filed on February 26, 2024, disclosing increased beneficial ownership of approximately 8.7% of the Company's outstanding common shares (approximately 35,896,200 shares), and any subsequent amendments thereto, and monitor for compliance with applicable reporting requirements under the Securities Exchange Act of 1934, as amended.
(c) Evaluate the qualifications, backgrounds, independence, and potential contributions of Corvus Peak Capital Partners LP's director nominees for the 2024 Annual General Meeting, namely:
(i) Malcolm Trask, age 58, former Chief Executive Officer of Archway Digital Holdings Inc.;
(ii) Vanessa Loring, age 44, Managing Director at Corvus Peak Capital Partners LP; and
(iii) Dr. Raymond Chu, age 61, former President of Helix Media Networks Inc.;
and to make recommendations to the full Board regarding the Company's position with respect to such nominees, including any recommendation to oppose, support, or negotiate regarding the composition of the Board.
(d) Assess the Company's advance notice bylaw compliance with respect to shareholder nominations for the 2024 Annual General Meeting. The advance notice window established by Article II, Section 5 of the Company's Amended and Restated Bylaws (effective March 22, 2022) ran from February 10, 2024, through March 11, 2024. Corvus Peak Capital Partners LP's nomination notice was received by the Corporate Secretary on March 1, 2024, and has been determined to be timely filed within the advance notice window. The Committee shall coordinate with the General Counsel and outside counsel to evaluate the substantive compliance of Corvus Peak's nomination notice with all applicable requirements of the Bylaws.
(e) Evaluate and recommend responses to any settlement proposals, cooperation agreement terms, standstill proposals, or other resolution frameworks proposed by Corvus Peak Capital Partners LP or its representatives, and negotiate the terms thereof on behalf of the Board, subject to full Board approval of any binding agreement.
(f) Coordinate the proxy contest defense strategy, including the development of the Company's proxy statement narrative, shareholder outreach and engagement program, and communications strategy. The Committee shall coordinate with the Company's proxy solicitor, Citrine Advisory Group Inc. (Lead Contact: Sandra Eriksson), to conduct targeted engagement with the Company's significant institutional shareholders, including without limitation:
(i) Thorne Capital Management LP — approximately 6.3% of outstanding shares (approximately 25,993,800 shares);
(ii) Ridgeway Asset Management Ltd. — approximately 5.1% of outstanding shares (approximately 21,042,600 shares);
(iii) Windermere Pension Trust — approximately 4.4% of outstanding shares (approximately 18,154,400 shares); and
(iv) Management and Board insiders — approximately 3.2% of outstanding shares (approximately 13,203,200 shares).
(g) Evaluate the implications of recommendations issued by proxy advisory firms, including Cobalt Ridge Solutions (ISS) and Glenrock Services Inc. (Tarrant Partners LLC), with respect to the contested director election and any other proposals on the ballot at the 2024 Annual General Meeting, and recommend responsive actions to the Board, including the preparation and dissemination of supplemental proxy materials, engagement with proxy advisory firm analysts, and other measures the Committee deems appropriate.
Section 4.3 — Fiduciary Standards
The Special Committee shall at all times act in a manner consistent with its members' fiduciary duties of care and loyalty under the Delaware General Corporation Law. In discharging their responsibilities under this Charter, the members of the Committee shall:
(a) Act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the members reasonably believe to be in the best interests of the Company and its shareholders.
(b) Be mindful of the enhanced scrutiny standards applicable to contested election situations and defensive measures adopted in the context of shareholder activism, including the principles articulated by the Delaware courts under Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), MM Companies, Inc. v. Liquid Audio, Inc., 813 A.2d 1118 (Del. 2003), and related Delaware case law, as briefed by Calderwood & Harkness LLP in its memorandum to the Board dated March 14, 2024.
(c) Ensure that all actions taken and recommendations made by the Committee are well-documented and supported by a thorough record of informed deliberation, including contemporaneous minutes of meetings, written analyses and reports prepared by the Committee's advisors, and a clear articulation of the bases for the Committee's conclusions and recommendations.
(d) Avoid actual or potential conflicts of interest in connection with the Committee's work and promptly disclose to the other members of the Committee and to independent governance counsel any facts or circumstances that could give rise to any actual or apparent conflict of interest.
ARTICLE V — MEETINGS AND PROCEDURES
Section 5.1 — Meetings
The Special Committee shall meet as frequently as the Chair determines is necessary or appropriate to fulfill the Committee's responsibilities under this Charter, but in no event less than bi-weekly during the pendency of the CEO succession process and the proxy contest. It is expected that the Committee will meet with greater frequency during critical phases of its work, including the evaluation of finalist candidates, the negotiation of any settlement or cooperation agreement, and the period immediately preceding the 2024 Annual General Meeting.
Meetings of the Committee may be called by the Chair or by any two members of the Committee, upon reasonable notice to all members. In cases of urgency, the Chair may call a meeting on shorter notice, provided that all members are informed and given the opportunity to participate. Meetings may be held in person at the Company's offices or such other location as the Chair may designate, by videoconference, by telephone conference, or by any combination thereof, as the Chair and the members may agree.
A quorum for the transaction of business at any meeting of the Committee shall consist of a majority of the members of the Committee (i.e., two of the three members). Any action taken by a majority of the members present at a duly convened meeting at which a quorum is present shall constitute the act of the Committee. In the event that a quorum is not present, the members present may adjourn the meeting to a later date upon notice to the absent member(s).
Section 5.2 — Agenda and Minutes
The Chair shall prepare and circulate a written agenda to Committee members and relevant advisors in advance of each meeting, typically no less than two (2) business days prior to the meeting, together with any supporting materials to be considered at the meeting. Committee members and advisors may suggest agenda items for the Chair's consideration.
Minutes of each meeting of the Committee shall be prepared and maintained by the Corporate Secretary, Nadine Khalil, or her designee. The minutes shall reflect the date, time, and place of the meeting, the members present, any advisors or other persons in attendance, the matters discussed, and all actions taken or resolutions adopted by the Committee. Minutes shall be reviewed and approved by the Committee at the next succeeding meeting and, upon approval, shall be maintained as part of the Company's permanent corporate records.
All Committee materials, including agendas, presentations, memoranda, reports, correspondence, notes, and other documents prepared by or for the Committee or its advisors, shall be treated as privileged and confidential to the fullest extent permitted by applicable law, including the attorney-client privilege, the work product doctrine, and any other applicable privilege or protection. The Committee shall consult with Calderwood & Harkness LLP regarding appropriate privilege protocols and document handling procedures.
Section 5.3 — Attendance by Non-Members
The Committee may invite any director, officer, employee of the Company, or outside advisor to attend meetings of the Committee or portions thereof, as the Committee deems appropriate. Without limiting the generality of the foregoing:
(a) The Interim Chief Executive Officer, Priya Nair-Whitfield, and the Chief Financial Officer, Garrett Voss, may be invited to attend portions of Committee meetings at the discretion of the Chair, to provide management reports, financial information, or other input as the Committee deems useful. However, the Interim Chief Executive Officer and the Chief Financial Officer shall not be present during any executive session of the Committee or during any deliberation regarding the evaluation of CEO candidates (including Ms. Nair-Whitfield's own candidacy).
(b) Calderwood & Harkness LLP, as independent governance counsel to the Board and the Committee, shall be entitled to attend all meetings of the Committee, including executive sessions, unless the Committee determines otherwise in a particular instance. The presence of independent governance counsel at all meetings and executive sessions is intended to ensure that the Committee receives timely legal guidance and that its deliberations and processes are conducted in a manner consistent with applicable legal standards and best practices.
(c) Representatives of Hargrove Tate Partners LLC, Brackenridge Howard Associates Inc., Ashworth Velmoran LLP, Citrine Advisory Group Inc., and other advisors to the Committee or the Company may be invited to attend meetings or portions thereof at the discretion of the Chair.
Section 5.4 — Executive Sessions
The Committee shall hold an executive session, without management present, at each regular meeting of the Committee. Additional executive sessions may be convened at any time at the discretion of the Chair or upon the request of any Committee member. Executive sessions shall be attended only by the members of the Committee and such independent advisors as the Committee may invite. The purpose of executive sessions is to provide the Committee with a forum for candid deliberation regarding sensitive matters, including the evaluation of CEO candidates, the assessment of settlement proposals, and the development of recommendations to the full Board.
Section 5.5 — Action by Written Consent
The Committee may take any action required or permitted to be taken at a meeting of the Committee by unanimous written consent of all members of the Committee, in lieu of a meeting, to the extent permitted under Article III, Section 8 of the Company's Amended and Restated Bylaws (effective March 22, 2022) and Section 141(f) of the Delaware General Corporation Law. Any written consent shall be filed with the minutes of the Committee's proceedings and maintained as part of the Company's corporate records.
ARTICLE VI — REPORTING
Section 6.1 — Reporting to the Board
The Chair of the Special Committee shall provide oral or written reports to the full Board of Directors at each regularly scheduled meeting of the Board regarding the activities, progress, and recommendations of the Committee. Such reports shall include a summary of the Committee's recent meetings, a description of the status of the CEO search process and the Activist Campaign response, identification of any material issues or developments, and such other information as the Chair deems appropriate or as the Board may request.
Any recommendation by the Committee regarding the selection of a CEO candidate shall be presented to the full Board in a comprehensive written report, accompanied by supporting materials (which may include candidate profiles, evaluation matrices, compensation benchmarking analyses, reference check summaries, and any other materials the Committee deems relevant), for the Board's consideration and approval at a duly convened meeting of the Board. The Committee shall also make its advisors available to the Board, upon request, to answer questions and provide additional context regarding the Committee's recommendation.
Section 6.2 — Confidentiality
Members of the Special Committee, all advisors retained by or on behalf of the Committee, and all other persons who attend meetings of the Committee or have access to Committee materials shall maintain strict confidentiality regarding all Committee deliberations, materials, communications, and work product. No member of the Committee or any advisor or attendee shall disclose any information regarding the Committee's work to any person not authorized to receive such information, except as required by applicable law or as authorized by the Committee.
The Committee shall coordinate with the General Counsel, Nadine Khalil, regarding any disclosure obligations under applicable securities laws and regulations, including the proxy rules of the SEC (Regulation 14A under the Securities Exchange Act of 1934, as amended), the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority (as applicable to the Company's London Stock Exchange listing), the Market Abuse Regulation (EU) No. 596/2014 as retained in UK domestic law, and any applicable rules of the New York Stock Exchange and the London Stock Exchange. The Committee shall ensure that all required disclosures are made in a timely manner while preserving the confidentiality of the Committee's deliberations and processes to the greatest extent consistent with applicable law.
ARTICLE VII — COMPENSATION
Members of the Special Committee shall receive compensation for their service on the Committee as determined by the Board of Directors, in addition to the regular annual retainer and meeting fees payable to such members for their service as non-executive directors of the Company. Such additional compensation shall be commensurate with the significant time commitment and responsibilities required of Committee members in connection with the CEO succession process and the Activist Campaign response.
The Committee may consult with Brackenridge Howard Associates Inc. regarding appropriate levels of compensation for Committee service, taking into account prevailing market practices for special committee service at comparable public companies, if the Committee deems such consultation desirable. Any recommendation regarding Committee member compensation shall be presented to the full Board for approval.
ARTICLE VIII — DELEGATION
The Special Committee may, in its discretion, delegate any of its responsibilities to one or more subcommittees, each consisting of one or more members of the Committee, as the Committee deems appropriate to facilitate the efficient conduct of its work. Any such delegation shall be documented in the minutes of the Committee meeting at which the delegation is approved.
Any subcommittee so established shall have the authority, within the scope of the delegated responsibilities, to take such actions as the subcommittee deems necessary or appropriate, subject at all times to the oversight and direction of the full Committee. Any subcommittee shall report to the full Committee on its activities and recommendations at the next regularly scheduled meeting of the Committee following any meeting or action of the subcommittee, and the full Committee shall retain the authority to review, modify, or reverse any action taken by a subcommittee.
ARTICLE IX — AMENDMENTS
This Charter may be amended, modified, or supplemented only by the affirmative vote of a majority of the full Board of Directors of the Company at a duly convened meeting of the Board at which a quorum is present, or by unanimous written consent of the Board to the extent permitted under the Company's Bylaws and the Delaware General Corporation Law. The Special Committee may recommend amendments to this Charter to the Board, but shall not have the authority to amend the Charter unilaterally.
ARTICLE X — DURATION AND DISSOLUTION
The Special Committee shall continue in existence and shall exercise the authority granted to it under this Charter until dissolved by the Board of Directors upon a determination by the Board that the Committee's purposes have been fulfilled, or the Board otherwise determines, in its judgment, that the Committee's continued existence is no longer necessary or appropriate. It is anticipated that the Committee will complete its work upon the appointment of a permanent Chief Executive Officer and the conclusion or resolution of the Activist Campaign (whether through the outcome of the 2024 Annual General Meeting, a settlement or cooperation agreement with Corvus Peak Capital Partners LP, or otherwise), but the Board reserves the right to dissolve the Committee at any time and for any reason.
Upon the dissolution of the Special Committee, all records, materials, minutes, correspondence, and other documents of the Committee shall be preserved in accordance with the Company's document retention policies and any applicable privilege protocols established by Calderwood & Harkness LLP. The General Counsel and Corporate Secretary shall be responsible for ensuring the proper archiving and preservation of all Committee materials. No records or materials of the Committee shall be destroyed without the prior written approval of the General Counsel and independent governance counsel.
ADOPTION AND EXECUTION
Adopted by the Board of Directors of Aurelius Global Media Group PLC on March 18, 2024, by unanimous vote of all directors present at a duly convened meeting of the Board at which a quorum was present.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Dame Elspeth Greenvale
Title: Independent Non-Executive Chair, Board of Directors
Date: March 18, 2024
ATTESTED:
By: ________
Name: Nadine Khalil
Title: General Counsel and Corporate Secretary
Date: March 18, 2024
EXHIBIT A
RESOLUTION OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC ESTABLISHING THE SPECIAL COMMITTEE
Adopted: March 18, 2024
The following resolutions were adopted by the Board of Directors of Aurelius Global Media Group PLC (the "Company") at a duly convened meeting of the Board held on March 18, 2024, at which a quorum was present, upon motion duly made and seconded:
RESOLVED, that a Special Committee of the Board of Directors of the Company (the "Special Committee") be, and hereby is, established for the purposes set forth in the Charter of the Special Committee (the "Charter"), a copy of which has been presented to the Board and is attached to these resolutions;
RESOLVED, that the following independent, non-executive directors of the Company are hereby appointed as members of the Special Committee:
1.  Tobias Kessler;
2.  Lucinda Farrow-Grant; and
3.  Dr. Anwen Llewellyn;
and Tobias Kessler is hereby designated as Chair of the Special Committee;
RESOLVED, that the Special Committee shall have sole and exclusive authority, as delegated by the Board, to oversee and direct the formal process of identifying, evaluating, and recommending to the Board a successor Chief Executive Officer for the Company, and to coordinate the Board's response to the activist campaign initiated by Corvus Peak Capital Partners LP, all as more fully described in the Charter;
RESOLVED, that the Special Committee is hereby authorized to retain, at the Company's expense and without prior approval of the Board, such independent legal counsel, financial advisors, compensation consultants, executive search firms, and other experts and advisors as the Special Committee deems necessary or appropriate to fulfill its responsibilities under the Charter, and the Company shall provide appropriate funding therefor as determined by the Special Committee;
RESOLVED, that the Charter of the Special Committee, in the form presented to the Board at this meeting, is hereby adopted and approved in its entirety, and the Corporate Secretary is directed to attach a copy of the Charter to the minutes of this meeting;
RESOLVED, that the officers of the Company are hereby authorized and directed to take all actions, execute all documents, and make all filings as may be necessary, advisable, or appropriate to effectuate the foregoing resolutions and to carry out the purposes and intent thereof; and
RESOLVED, that any and all actions heretofore taken by any officer or director of the Company in connection with the establishment of the Special Committee and the retention of advisors in anticipation of the adoption of these resolutions are hereby ratified, confirmed, and approved in all respects.
The undersigned, being the Corporate Secretary of Aurelius Global Media Group PLC, hereby certifies that the foregoing is a true and correct copy of the resolutions adopted by the Board of Directors at its meeting held on March 18, 2024.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Nadine Khalil
Title: General Counsel and Corporate Secretary
Date: March 18, 2024

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

RECITALS

ADOPTION AND EXECUTION

AURELIUS GLOBAL MEDIA GROUP PLC

ATTESTED:

EXHIBIT A

AURELIUS GLOBAL MEDIA GROUP PLC

Record

Parties

Dates

Amounts