[sheet: Cover]

Field	Value
Document Title	Index of Work Product Delivered to Client
Prepared By	Calderwood & Harkness LLP
Principal Office	787 Seventh Avenue, New York, NY 10019
London Office	25 Bishopsgate, London EC2N 3AR, United Kingdom
Client	Board of Directors, Aurelius Global Media Group PLC
Client Address	14 Sceptre Row, London EC2V 7QN, United Kingdom
Matter Number	1017-00002
Matter Description	Contested CEO Succession — Board Advisory
Engagement Period	March 12, 2024 – July 8, 2024
Index Date	July 1, 2024
Prepared By (Attorney)	Audrey Zhou, Lead Associate
Reviewed By	Nathaniel Bower, Responsible Partner
Transmitted To	Dame Elspeth Greenvale, Independent Non-Executive Chair, AGMG
Copy To	Nadine Khalil, General Counsel & Corporate Secretary, AGMG
Total Documents Cataloged	67 (client-facing deliverables)
Privilege Notice	This index and all documents listed herein are protected by attorney-client privilege and/or the work product doctrine. Confidential — Do Not Distribute.

[sheet: Work Product Index]

Item No.	Date	Document Type	Document Title	Category	Author(s)	Addressee / Recipient(s)	Delivery Method	Privileged	Notes
1	March 5, 2024	Memorandum	Advance Notice Bylaw Compliance Review — Corvus Peak Nominations	Proxy Contest & Shareholder Activism	Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower	Nadine Khalil, General Counsel & Corporate Secretary, AGMG	Email (encrypted)	Y	Analysis of whether Corvus Peak's March 1, 2024 director nominations (Malcolm Trask, Vanessa Loring, Dr. Raymond Chu) satisfied procedural and substantive requirements of AGMG Amended and Restated Bylaws; advance notice window February 10 – March 11, 2024; concluded March 1 submission was timely
2	March 8, 2024	Draft Board Resolution	Designation of Interim CEO	Board Resolutions & Corporate Governance	Nathaniel Bower; Audrey Zhou	Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary	Email (encrypted)	Y	Resolutions designating Priya Nair-Whitfield as Interim CEO effective upon Marcus Vane's resignation; scope of interim authority and interim compensation adjustment
3	March 12, 2024	Engagement Letter	Engagement Letter — C&H to AGMG Board of Directors	Engagement & Administrative	Nathaniel Bower	Dame Elspeth Greenvale, Chair, AGMG Board of Directors	Hard copy and email	Y	Scope: independent board governance counsel re CEO succession and activist response; hourly rates (Bower $1,750, Whitman $1,625, Zhou $985, Walsh $725); $75,000 evergreen retainer; Matter No. 1017-00002
4	March 12, 2024	Draft Board Resolution	Engagement of Calderwood & Harkness LLP	Board Resolutions & Corporate Governance	Nathaniel Bower; Audrey Zhou	Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary	Email (encrypted)	Y	Resolutions authorizing engagement of C&H as independent governance counsel in connection with CEO succession and Corvus Peak activist campaign
5	March 13, 2024	Letter	Engagement Confirmation and Initial Recommendations	Correspondence	Nathaniel Bower	Dame Elspeth Greenvale, Chair	Hard copy and email	Y	Cover letter accompanying engagement letter; outlines preliminary workstream priorities: advance notice compliance review, fiduciary duties framework, CEO search process design, activist response strategy
6	March 14, 2024	Letter	Document and Information Request	Correspondence	Nathaniel Bower	Nadine Khalil, General Counsel & Corporate Secretary, AGMG	Email (encrypted)	Y	Request for corporate records: Restated Certificate of Incorporation, Amended and Restated Bylaws (effective March 22, 2022), board and committee minutes (last 3 years), committee charters, Marcus Vane employment agreement, Corvus Peak correspondence, Schedule 13D filings
7	March 14, 2024	Annotated Summary	Annotated Summary of AGMG Bylaws — Key Governance Provisions	Board Resolutions & Corporate Governance	Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower	Dame Elspeth Greenvale, Chair; Nadine Khalil; Special Committee (upon formation)	Email (encrypted)	Y	Summary and analysis of advance notice requirements (120–90 days before anniversary of prior year's AGM), forum selection clause (Court of Chancery of Delaware), majority/plurality voting trigger for contested elections, committee formation provisions, indemnification provisions; Bylaws effective March 22, 2022
8	March 15, 2024	Draft Board Resolution	Engagement of Hargrove Tate Partners LLC	Board Resolutions & Corporate Governance	Audrey Zhou; reviewed by Nathaniel Bower	Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary	Email (encrypted)	Y	Resolutions authorizing the Nominating & Governance Committee to retain Hargrove Tate Partners LLC (lead: Christine Aldridge) as executive search firm; fee: $750,000 flat fee plus expenses in three installments
9	March 17, 2024	Memorandum	Special Committee Charter — Best Practices and Proposed Terms	Fiduciary Duty & Governance	Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower	Dame Elspeth Greenvale, Chair; Board of Directors	Email (encrypted)	Y	Analysis of best practices for Special Committee composition, scope, authority, and independence under Delaware law; recommended three-member committee of independent directors with sole authority over CEO search and activist response
10	March 18, 2024	Draft Board Resolution	Formation of Special Committee	Special Committee Materials	Nathaniel Bower; Audrey Zhou	Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary	Email (encrypted)	Y	Resolutions forming the Special Committee: Tobias Kessler (Chair), Lucinda Farrow-Grant, Dr. Anwen Llewellyn; sole authority over CEO succession and activist response coordination
11	March 18, 2024	Draft Charter	Draft Special Committee Charter	Special Committee Materials	Nathaniel Bower; Audrey Zhou	Board of Directors; Nadine Khalil, Corporate Secretary	Email (encrypted)	Y	Proposed charter establishing authority, scope, composition, reporting protocols, and access to independent advisors
12	March 18, 2024	Executed Charter	Executed Special Committee Charter	Special Committee Materials	N/A (C&H prepared; executed by Board)	Board records; Nadine Khalil, Corporate Secretary	Hard copy	Y	Final adopted version reflecting Board approval; signed by Dame Elspeth Greenvale as Chair and Nadine Khalil as Corporate Secretary
13	March 19, 2024	Letter	Coordination Protocol — C&H and Ashworth Velmoran LLP	Correspondence	Nathaniel Bower	Martin Cho, Lead Partner, Ashworth Velmoran LLP	Email	Y	Establishes coordination framework between C&H (independent board governance counsel) and Ashworth Velmoran (standing outside counsel to AGMG management since 2015); delineation of roles to avoid duplication and potential conflicts
14	March 20, 2024	Memorandum	CEO Search Process — Recommended Governance Protocols	Fiduciary Duty & Governance	Nathaniel Bower; Colette Whitman; Audrey Zhou	Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn); Dame Elspeth Greenvale	Email (encrypted)	Y	Step-by-step recommended process for CEO search: documentation requirements, interview protocols, evaluation criteria standardization, role of Hargrove Tate Partners, board reporting cadence
15	March 22, 2024	Memorandum	Special Committee Process Recommendations — CEO Search	Special Committee Materials	Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower	Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn)	Email (encrypted)	Y	Guidance on interview protocols, evaluation criteria, documentation standards, and interaction with Hargrove Tate Partners; emphasis on contemporaneous documentation for fiduciary protection
16	March 25, 2024	Memorandum	Board Fiduciary Duties in CEO Succession Under Delaware Law	Fiduciary Duty & Governance	Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower	Board of Directors, AGMG	Email (encrypted) and hard copy	Y	Comprehensive analysis of fiduciary duties of care and loyalty under Delaware law applicable to CEO succession; Revlon, Unocal, and enhanced scrutiny standards; best practices for structuring a defensible succession process
17	March 26, 2024	Memorandum	DGCL § 220 Books-and-Records Demand — Response Recommendations	Proxy Contest & Shareholder Activism	Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower	Dame Elspeth Greenvale, Chair; Nadine Khalil, General Counsel	Email (encrypted)	Y	Analysis of Corvus Peak's March 22, 2024 demand under DGCL § 220 seeking CEO search committee materials; proper purpose analysis; privilege considerations; proposed response strategy including narrowed production excluding privileged materials
18	March 28, 2024	Memorandum	Interim CEO Designation — Fiduciary Considerations	Fiduciary Duty & Governance	Nathaniel Bower; Audrey Zhou	Board of Directors; Special Committee	Email (encrypted)	Y	Analysis of whether appointing Priya Nair-Whitfield as Interim CEO creates implied precommitment tainting the formal CEO search; evaluates Corvus Peak's likely challenge; recommends procedural safeguards
19	April 2, 2024	Draft Letter	AGMG Response to Corvus Peak § 220 Demand	Correspondence	Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower	Prepared for Nadine Khalil's signature; addressed to Dominic Sayer, Blackthorn Howell & Crane LLP	Email (encrypted)	Y	Draft response objecting to scope of § 220 demand; offering narrowed production excluding privileged CEO search materials and attorney-client communications
20	April 2, 2024	Letter	Response to Corvus Peak § 220 Demand (Sent on Behalf of AGMG)	Correspondence	Nathaniel Bower	Dominic Sayer, Lead Partner, Blackthorn Howell & Crane LLP, 1301 Avenue of the Americas, New York, NY 10019	Email and Severin Partners LLC hard copy	Y	Formal response to books-and-records demand on behalf of AGMG; partial objection on privilege grounds
21	April 3, 2024	Memorandum	UK Regulatory Considerations — FCA/DTR Overlay	Fiduciary Duty & Governance	Brendan Walsh; reviewed by Nathaniel Bower	Board of Directors; Nadine Khalil, General Counsel	Email (encrypted)	Y	Analysis of FCA DTR 5 major shareholding notification obligations applicable to AGMG as company with shares on premium segment of FCA Official List and trading on London Stock Exchange Main Market (ticker AGMG.L); interaction between US proxy rules and UK disclosure regime for dual-listed companies
22	April 4, 2024	Email	Privilege Log Protocol for § 220 Production	Correspondence	Colette Whitman	Nadine Khalil, General Counsel & Corporate Secretary, AGMG	Email	Y	Instructions on preparing privilege log for documents withheld from Corvus Peak § 220 production; format requirements, privilege basis categories, review workflow
23	April 5, 2024	Memorandum	Evaluation Framework for Internal vs. External CEO Candidates	Special Committee Materials	Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower	Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn)	Email (encrypted)	Y	Proposed scoring rubric and evaluation criteria for comparing Priya Nair-Whitfield against external candidates including Jonathan Hale; criteria: strategic vision, operational experience, cultural fit, industry relationships, independence from activist influence
24	April 8, 2024	Memorandum	Poison Pill / Shareholder Rights Plan Analysis	Fiduciary Duty & Governance	Nathaniel Bower; Colette Whitman; Audrey Zhou	Board of Directors, AGMG	Email (encrypted) and hard copy	Y	Analysis under Moran v. Household International and Unocal/Unitrin proportionality framework; recommends against adoption given Corvus Peak's 8.7% stake does not constitute creeping control threat; adoption likely viewed negatively by ISS and Tarrant Partners LLC

25	April 9, 2024	Email	Poison Pill Recommendation Summary	Correspondence	Nathaniel Bower	Dame Elspeth Greenvale, Chair	Email	Y	Pre-meeting email summarizing C&H recommendation against adoption of a shareholder rights plan with key points from April 8 memorandum
26	April 10, 2024	Draft Board Resolution	Rejection of Shareholder Rights Plan	Board Resolutions & Corporate Governance	Nathaniel Bower; Audrey Zhou	Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary	Email (encrypted)	Y	Resolutions memorializing Board's decision not to adopt a poison pill, incorporating C&H's analysis and Unocal proportionality review
27	April 12, 2024	Memorandum	Defensive Measures Available to the Board	Fiduciary Duty & Governance	Nathaniel Bower; Colette Whitman; Audrey Zhou; Brendan Walsh	Board of Directors; Special Committee	Email (encrypted)	Y	Survey of permissible defensive responses: bylaw amendments, advance notice enforcement, white squire strategies, strategic alternatives announcement, enhanced shareholder engagement; Unocal proportionality analysis for each measure
28	April 19, 2024	Memorandum	Conflicts of Interest — Jonathan Hale and Corvus Peak	Fiduciary Duty & Governance	Nathaniel Bower; Audrey Zhou	Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn)	Email (encrypted)	Y	Detailed analysis of Jonathan Hale's pre-existing relationship with Damien Solberg (Corvus Peak founder); shared board service at Keystone Digital Ventures Ltd.; independence assessment under NYSE listing standards and Delaware law; concludes material concerns about Hale's independence as external candidate
29	April 19, 2024	Email	Jonathan Hale Conflict Analysis Summary	Correspondence	Nathaniel Bower	Special Committee: Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn	Email	Y	Summary email flagging Hale-Solberg relationship and recommending enhanced due diligence on Hale's independence before advancing candidacy
30	April 20, 2024	Memorandum	Special Committee Update — Candidate Interview Summary and Observations	Special Committee Materials	Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower	Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn)	Email (encrypted)	Y	Summary of April 18, 2024 interviews of five external CEO candidates including Jonathan Hale; preliminary assessment of strengths and concerns; flags Hale conflict issue; recommends enhanced due diligence
31	April 21, 2024	Draft Engagement Letter Review	Review of Stonebridge Crane & Co. Proposed Engagement Letter	Strategic Alternatives & Financial Advisor Coordination	Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower	Dame Elspeth Greenvale, Chair; Nadine Khalil, General Counsel	Email (encrypted)	Y	Mark-up of Stonebridge Crane's proposed financial advisory engagement letter; commentary on fee structure ($250,000 monthly retainer; 0.25% of EV transaction fee), indemnification provisions, scope of services, fiduciary-out provisions
32	April 22, 2024	Amended Engagement Letter	Amended Engagement Letter — Expanded Scope (Strategic Alternatives)	Engagement & Administrative	Nathaniel Bower	Dame Elspeth Greenvale, Chair, AGMG Board of Directors	Hard copy and email	Y	Expands C&H scope to include coordination with Stonebridge Crane & Co. on strategic alternatives review; all other terms of March 12 engagement letter remain in effect
33	April 22, 2024	Draft Board Resolution	Engagement of Stonebridge Crane & Co.	Board Resolutions & Corporate Governance	Nathaniel Bower; Audrey Zhou	Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary	Email (encrypted)	Y	Resolutions authorizing Board engagement of Stonebridge Crane & Co. (lead: Anil Kapoor-Mehta) as financial advisor for strategic alternatives review; $250,000/month retainer; 0.25% of EV transaction fee if change-of-control consummated
34	April 23, 2024	Email	Scope and Process Coordination — C&H and Stonebridge Crane	Correspondence	Nathaniel Bower	Anil Kapoor-Mehta, Managing Director, Stonebridge Crane & Co., 383 Madison Avenue, New York, NY 10179	Email	Y	Establishes working relationship and coordination protocol between C&H and Stonebridge for strategic alternatives review; information sharing procedures and joint reporting to the Board
35	April 24, 2024	Memorandum	Legal Framework for Evaluating Strategic Alternatives	Strategic Alternatives & Financial Advisor Coordination	Nathaniel Bower; Colette Whitman; Audrey Zhou	Board of Directors; Special Committee	Email (encrypted)	Y	Analysis of fiduciary duties applicable to potential sale or strategic transaction; Revlon duties; market check requirements; interaction between strategic alternatives review and CEO search process
36	April 26, 2024	Memorandum	Confidentiality and Information Barrier Protocols — Strategic Alternatives Review	Strategic Alternatives & Financial Advisor Coordination	Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower	Board of Directors; Nadine Khalil, General Counsel	Email (encrypted)	Y	Recommended protocols for managing information flow between strategic alternatives review (with Stonebridge Crane) and CEO search process; wall procedures to prevent premature disclosure of potential transaction discussions to CEO candidates
37	April 28, 2024	Memorandum	Proxy Contest Defense Strategies	Proxy Contest & Shareholder Activism	Nathaniel Bower; Colette Whitman; Audrey Zhou; Brendan Walsh	Board of Directors; Special Committee	Email (encrypted) and hard copy	Y	Comprehensive strategic options memo; analysis of likely ISS/Tarrant Partners LLC recommendations; shareholder base composition (Corvus Peak 8.7%, Thorne Capital 6.3%, Ridgeway 5.1%, Windermere 4.4%, insiders 3.2%); messaging recommendations; probable voting outcomes under multiple scenarios
38	April 28, 2024	Memorandum	Fiduciary Obligations of Directors During a Proxy Contest	Fiduciary Duty & Governance	Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower	Board of Directors	Email (encrypted)	Y	Board obligations regarding use of corporate resources in proxy solicitation; Blasius enhanced scrutiny for actions taken with primary purpose of interfering with shareholder franchise; limitations on incumbents' campaign conduct
39	May 1, 2024	Memorandum	Shareholder Base Analysis and Vote Projection	Proxy Contest & Shareholder Activism	Audrey Zhou; Brendan Walsh; reviewed by Colette Whitman and Nathaniel Bower	Board of Directors; Special Committee	Email (encrypted)	Y	Detailed analysis of AGMG shareholder register (412,600,000 shares outstanding); institutional holder voting tendencies; identifies Windermere Pension Trust as potential swing voter; flags risk of ISS/Tarrant Partners LLC support for Corvus nominees; projected vote outcomes under multiple scenarios
40	May 8, 2024	Memorandum	ISS and Tarrant Partners LLC Policy Framework — Implications for AGMG	Proxy Contest & Shareholder Activism	Brendan Walsh; reviewed by Audrey Zhou and Nathaniel Bower	Board of Directors; Special Committee	Email (encrypted)	Y	Pre-recommendation analysis of proxy advisory firm policies applicable to board refreshment, CEO succession, and contested elections at AGMG; assessment of likely positions based on published voting guidelines and AGMG governance profile
41	May 12, 2024	Draft Board Resolution	Rejection of Corvus Peak Settlement Proposal	Board Resolutions & Corporate Governance	Nathaniel Bower; Audrey Zhou	Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary	Email (encrypted)	Y	Resolutions formally rejecting Corvus Peak's May 10, 2024 settlement proposal (2 Corvus nominees seated immediately, CEO search paused pending reconstitution); includes talking points for accompanying public statement
42	May 12, 2024	Draft Board Resolution	Responding to Corvus Peak Settlement Proposal (with Talking Points)	Proxy Contest & Shareholder Activism	Nathaniel Bower; Colette Whitman	Dame Elspeth Greenvale, Chair; Special Committee	Email (encrypted)	Y	Draft resolutions authorizing rejection; talking points for public statement
43	May 17, 2024	Email	ISS Recommendation: Immediate Assessment	Correspondence	Nathaniel Bower	Dame Elspeth Greenvale, Chair	Email	Y	Rapid-response email analyzing ISS recommendation to elect two of three Corvus nominees (Malcolm Trask and Dr. Raymond Chu); notes Windermere Pension Trust publicly supporting Corvus slate; recommends accelerated settlement discussions given deteriorating vote outlook
44	May 19, 2024	Memorandum	Analysis of ISS Recommendation (Post-Release)	Proxy Contest & Shareholder Activism	Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower	Board of Directors; Special Committee	Email (encrypted)	Y	Rapid-response analysis after ISS recommends 2 of 3 Corvus nominees; strategic implications; revised vote projections; recommends accelerated settlement discussions
45	May 24, 2024	Memorandum	Analysis of Tarrant Partners LLC Recommendation (Post-Release)	Proxy Contest & Shareholder Activism	Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower	Board of Directors; Special Committee	Email (encrypted)	Y	Analysis after Tarrant Partners LLC recommends all 3 Corvus nominees; updated vote projections showing likely loss of proxy fight; recommends immediate resumption of settlement discussions
46	May 30, 2024	Memorandum	Settlement Analysis and Recommendation	Proxy Contest & Shareholder Activism	Nathaniel Bower; Colette Whitman; Audrey Zhou	Board of Directors; Special Committee	Email (encrypted) and hard copy	Y	Detailed analysis of optimal settlement configurations (1-seat, 2-seat, 3-seat concessions); game-theory analysis; precedent activist settlements in media sector; impact on CEO search timeline; recommendation for negotiated 2-seat settlement with mutual standstill and governance commitments
47	June 1, 2024	Draft Board Resolution	Authorization to Reopen Settlement Discussions	Board Resolutions & Corporate Governance	Nathaniel Bower; Audrey Zhou	Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary	Email (encrypted)	Y	Resolutions authorizing Dame Elspeth Greenvale and the Special Committee to reopen and conduct settlement negotiations with Corvus Peak Capital Partners LP
48	June 2, 2024	Draft Term Sheet	Proposed Cooperation Agreement with Corvus Peak	Proxy Contest & Shareholder Activism	Nathaniel Bower; Colette Whitman; Audrey Zhou	Dame Elspeth Greenvale, Chair; Special Committee; Nadine Khalil	Email (encrypted)	Y	Draft cooperation/standstill agreement: 2 board seats to Corvus nominees; mutual standstill (Corvus Peak not to exceed 12% or launch additional proxy contests for 18 months); joint governance commitments; CEO search process reset with Corvus representation on reconstituted search committee
49	June 7, 2024	Email	Preliminary AGM Results and Immediate Next Steps	Correspondence	Nathaniel Bower	Dame Elspeth Greenvale, Chair	Email	Y	Privileged email immediately after vote count at 2024 AGM providing legal guidance on transition mechanics, organizational meeting planning, and immediate fiduciary considerations for reconstituted board

50	June 8, 2024	Memorandum	Post-AGM Vote Analysis and Implications	Proxy Contest & Shareholder Activism	Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower	Board of Directors	Email (encrypted)	Y	Analysis of June 7 AGM results: all 3 Corvus nominees elected (Trask 68.8% / 241,632,915 FOR; Loring 65.0% / 228,231,780 FOR; Chu 66.8% / 234,554,027 FOR); incumbents not re-elected (Kessler 44.5%, Pemberton 39.3%, Delgado-Ríos 42.0%); total shares voted 351,280,400 (85.1% of 412,600,000); implications for board dynamics and governance reset
51	June 8, 2024	Draft Press Release	Board Statement Following Annual Meeting Results	Proxy Contest & Shareholder Activism	Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower	Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary	Email (encrypted)	Y	Proposed public statement acknowledging election results, welcoming Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu to the Board, thanking departing directors Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos
52	June 9, 2024	Memorandum	Duties of Departing Directors — Document Preservation and Cooperation	Fiduciary Duty & Governance	Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower	Tobias Kessler; Hugh Pemberton; Sofia Delgado-Ríos (via Nadine Khalil)	Email (encrypted)	Y	Advice to departing directors regarding post-departure obligations, D&O insurance coverage continuity under Helmsley Indemnity Corp. policy HIC-DOL-2024-009347, document preservation, and cooperation requirements
53	June 10, 2024	Draft Board Resolution	Post-AGM Organizational Matters	Board Resolutions & Corporate Governance	Nathaniel Bower; Audrey Zhou	Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary	Email (encrypted) and hard copy	Y	Resolutions for reconstituted Board's first meeting: election of Malcolm Trask as Lead Independent Director; committee assignments for new directors; transitional chair arrangement for Dame Elspeth Greenvale through September 30, 2024; appointment of Vanessa Loring as Chair of Nominating & Governance Committee
54	June 11, 2024	Memorandum	D&O Insurance Implications of Board Reconstitution	Fiduciary Duty & Governance	Colette Whitman; Brendan Walsh; reviewed by Nathaniel Bower	Board of Directors; Nadine Khalil, General Counsel	Email (encrypted)	Y	Review of Helmsley Indemnity Corp. D&O policy HIC-DOL-2024-009347 ($75M per occurrence / $150M aggregate; premium $3.8M; policy period January 1 – December 31, 2024); tail coverage analysis for departing directors; notice obligations triggered by reconstitution; potential coverage gaps
55	June 12, 2024	Memorandum	Board Process Integrity Post-Reconstitution	Fiduciary Duty & Governance	Nathaniel Bower; Colette Whitman; Audrey Zhou	Continuing Directors of Board of Directors, AGMG	Email (encrypted)	Y	Guidance to continuing directors on fiduciary obligations when activist-nominated directors (Trask, Loring, Chu) join the board; information barriers, recusal protocols, and potential conflicts arising from reconstitution
56	June 14, 2024	Draft Board Resolution	Tabling of CEO Succession Process	Board Resolutions & Corporate Governance	Nathaniel Bower; Audrey Zhou	Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary	Email (encrypted)	Y	Resolutions tabling the CEO succession process indefinitely; dissolving the Special Committee; directing Priya Nair-Whitfield to continue as Interim CEO until further Board action
57	June 14, 2024	Draft Board Resolution	Dissolution of Special Committee	Special Committee Materials	Nathaniel Bower; Audrey Zhou	Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary	Email (encrypted)	Y	Resolutions dissolving the Special Committee following board reconstitution; all Special Committee records to be preserved per privilege protocol
58	June 14, 2024	Acknowledgment Letter	Retainer Replenishment Acknowledgment	Engagement & Administrative	Nathaniel Bower	Dame Elspeth Greenvale, Chair; Nadine Khalil, General Counsel	Email	N	Confirmation of quarterly $75,000 retainer replenishment per March 12, 2024 engagement letter terms
59	June 15, 2024	Memorandum	Preservation of Special Committee Records	Special Committee Materials	Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower	Dame Elspeth Greenvale, Chair; Nadine Khalil, General Counsel	Email (encrypted)	Y	Guidance on retention and privilege preservation for all Special Committee materials: interview notes, evaluation matrices, Hargrove Tate Partners correspondence, C&H memoranda delivered to the Committee
60	June 16, 2024	Memorandum	Termination of Strategic Alternatives Review — Board Considerations	Strategic Alternatives & Financial Advisor Coordination	Nathaniel Bower; Colette Whitman; Audrey Zhou	Board of Directors; Nadine Khalil, General Counsel	Email (encrypted)	Y	Fiduciary implications of reconstituted Board's decision to shelve strategic alternatives; Stonebridge Crane engagement termination provisions; tail fee exposure of approximately $21.6M (0.25% × $8.65B estimated enterprise value) if change-of-control within 12-month tail period
61	June 25, 2024	Letter	Acknowledgment of Engagement Termination	Correspondence	Nathaniel Bower	Vanessa Loring, Chair, Nominating & Governance Committee, AGMG	Email and Severin Partners LLC hard copy	Y	Formal response to June 21, 2024 termination notice; outlines transition procedures, final deliverables timeline, confirms continuing privilege over work product; engagement terminates effective July 8, 2024
62	July 1, 2024	Transition Memorandum	Summary of Engagement Work Product	Transition & Closing Deliverables	Nathaniel Bower; Colette Whitman; Audrey Zhou; Brendan Walsh	Dame Elspeth Greenvale, Chair; Board of Directors; Nadine Khalil, General Counsel	Email (encrypted) and hard copy	Y	Comprehensive transition memo cataloging all advice given during engagement; pending issues; open matters (§ 220 demand status, D&O tail coverage, Hargrove Tate contract termination with $500,000 remaining unpaid, Stonebridge engagement status and tail fee exposure); recommendations for successor counsel
63	July 1, 2024	Privilege Log	Materials Withheld from § 220 Production	Transition & Closing Deliverables	Colette Whitman; Audrey Zhou	Dame Elspeth Greenvale, Chair; Nadine Khalil, General Counsel	Email (encrypted) and hard copy	Y	Final privilege log listing all documents withheld from Corvus Peak's DGCL § 220 books-and-records demand; document description, date, author, recipients, and privilege basis (attorney-client privilege, work product doctrine) for each entry
64	July 1, 2024	Index	Index of Work Product Delivered to Client	Transition & Closing Deliverables	Audrey Zhou; reviewed by Nathaniel Bower	Dame Elspeth Greenvale, Chair; Nadine Khalil, General Counsel	Email (encrypted) and hard copy	Y	This document — complete index of all deliverables produced during the engagement (March 12 – July 8, 2024)
65	July 1, 2024	Status Memorandum	Open and Unresolved Issues at Termination	Transition & Closing Deliverables	Nathaniel Bower; Colette Whitman; Audrey Zhou	Dame Elspeth Greenvale, Chair; Board of Directors; Nadine Khalil, General Counsel	Email (encrypted) and hard copy	Y	Identifies pending matters for successor counsel: (1) § 220 demand response and potential litigation, (2) D&O tail coverage for departing directors, (3) Hargrove Tate contract termination and fee obligations ($500,000 remaining), (4) Stonebridge Crane engagement status and tail fee exposure (~$21.6M), (5) continuing FCA/DTR disclosure obligations
66	July 1, 2024	Cover Letter	Final Deliverables Transmittal	Correspondence	Nathaniel Bower	Dame Elspeth Greenvale, Chair, AGMG Board of Directors, 14 Sceptre Row, London EC2V 7QN, United Kingdom	Email (encrypted) and Severin Partners LLC hard copy	Y	Cover letter transmitting final work product package and transition materials: transition memorandum, privilege log, work product index, and open issues memorandum
67	July 8, 2024	Engagement Termination Acknowledgment	Formal Acknowledgment of Engagement Termination	Engagement & Administrative	Nathaniel Bower	Dame Elspeth Greenvale, Chair; Board of Directors, AGMG	Email and hard copy	Y	C&H's formal acknowledgment of termination effective July 8, 2024; preservation-of-records notice; statement regarding continuing privilege obligations; references final invoice (total fees $1,034,625; expenses $38,442; grand total $1,073,067; outstanding balance $312,817)

[sheet: Category Summary]

Category	Document Count	Date Range	Primary Authors
Engagement & Administrative	4	March 12, 2024 – July 8, 2024	Nathaniel Bower
Fiduciary Duty & Governance	11	March 17, 2024 – June 12, 2024	Nathaniel Bower; Colette Whitman; Audrey Zhou; Brendan Walsh
Proxy Contest & Shareholder Activism	14	March 5, 2024 – June 8, 2024	Nathaniel Bower; Colette Whitman; Audrey Zhou; Brendan Walsh
Special Committee Materials	8	March 18, 2024 – June 15, 2024	Nathaniel Bower; Colette Whitman; Audrey Zhou
Board Resolutions & Corporate Governance	10	March 8, 2024 – June 14, 2024	Nathaniel Bower; Audrey Zhou
Correspondence	12	March 13, 2024 – July 1, 2024	Nathaniel Bower; Colette Whitman; Audrey Zhou
Transition & Closing Deliverables	4	July 1, 2024	Nathaniel Bower; Colette Whitman; Audrey Zhou; Brendan Walsh
Strategic Alternatives & Financial Advisor Coordination	4	April 21, 2024 – June 16, 2024	Nathaniel Bower; Colette Whitman; Audrey Zhou
TOTAL	67	March 5, 2024 – July 8, 2024

[sheet: Engagement Team Reference]

Name	Role	Practice Group	2024 Billing Rate	Total Hours Billed	Total Fees
Nathaniel Bower	Responsible Partner	Bankruptcy & Restructuring (Corporate Governance)	$1,750/hr	247.5	$433,125
Colette Whitman	Billing Partner	Bankruptcy & Restructuring	$1,625/hr	134	$217,750
Audrey Zhou	Lead Associate (6th Year)	Capital Markets	$985/hr	262	$258,070
Brendan Walsh	Working Associate (3rd Year)	Capital Markets	$725/hr	173	$125,425
Paralegals (3)	Paralegal Support	Various	Various	1.3	$255
TOTAL	817.8	$1,034,625
Total Fees	$1,034,625
Total Expenses	$38,442
Grand Total Billed	$1,073,067
Outstanding Balance at Termination	$312,817
Outstanding Balance Paid	August 5, 2024

[sheet: Cover]
Field | Value
Document Title | Index of Work Product Delivered to Client
Prepared By | Calderwood & Harkness LLP
Principal Office | 787 Seventh Avenue, New York, NY 10019
London Office | 25 Bishopsgate, London EC2N 3AR, United Kingdom
Client | Board of Directors, Aurelius Global Media Group PLC
Client Address | 14 Sceptre Row, London EC2V 7QN, United Kingdom
Matter Number | 1017-00002
Matter Description | Contested CEO Succession — Board Advisory
Engagement Period | March 12, 2024 – July 8, 2024
Index Date | July 1, 2024
Prepared By (Attorney) | Audrey Zhou, Lead Associate
Reviewed By | Nathaniel Bower, Responsible Partner
Transmitted To | Dame Elspeth Greenvale, Independent Non-Executive Chair, AGMG
Copy To | Nadine Khalil, General Counsel & Corporate Secretary, AGMG
Total Documents Cataloged | 67 (client-facing deliverables)
Privilege Notice | This index and all documents listed herein are protected by attorney-client privilege and/or the work product doctrine. Confidential — Do Not Distribute.
[sheet: Work Product Index]
Item No. | Date | Document Type | Document Title | Category | Author(s) | Addressee / Recipient(s) | Delivery Method | Privileged | Notes
1 | March 5, 2024 | Memorandum | Advance Notice Bylaw Compliance Review — Corvus Peak Nominations | Proxy Contest & Shareholder Activism | Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower | Nadine Khalil, General Counsel & Corporate Secretary, AGMG | Email (encrypted) | Y | Analysis of whether Corvus Peak's March 1, 2024 director nominations (Malcolm Trask, Vanessa Loring, Dr. Raymond Chu) satisfied procedural and substantive requirements of AGMG Amended and Restated Bylaws; advance notice window February 10 – March 11, 2024; concluded March 1 submission was timely
2 | March 8, 2024 | Draft Board Resolution | Designation of Interim CEO | Board Resolutions & Corporate Governance | Nathaniel Bower; Audrey Zhou | Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary | Email (encrypted) | Y | Resolutions designating Priya Nair-Whitfield as Interim CEO effective upon Marcus Vane's resignation; scope of interim authority and interim compensation adjustment
3 | March 12, 2024 | Engagement Letter | Engagement Letter — C&H to AGMG Board of Directors | Engagement & Administrative | Nathaniel Bower | Dame Elspeth Greenvale, Chair, AGMG Board of Directors | Hard copy and email | Y | Scope: independent board governance counsel re CEO succession and activist response; hourly rates (Bower $1,750, Whitman $1,625, Zhou $985, Walsh $725); $75,000 evergreen retainer; Matter No. 1017-00002
4 | March 12, 2024 | Draft Board Resolution | Engagement of Calderwood & Harkness LLP | Board Resolutions & Corporate Governance | Nathaniel Bower; Audrey Zhou | Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary | Email (encrypted) | Y | Resolutions authorizing engagement of C&H as independent governance counsel in connection with CEO succession and Corvus Peak activist campaign
5 | March 13, 2024 | Letter | Engagement Confirmation and Initial Recommendations | Correspondence | Nathaniel Bower | Dame Elspeth Greenvale, Chair | Hard copy and email | Y | Cover letter accompanying engagement letter; outlines preliminary workstream priorities: advance notice compliance review, fiduciary duties framework, CEO search process design, activist response strategy
6 | March 14, 2024 | Letter | Document and Information Request | Correspondence | Nathaniel Bower | Nadine Khalil, General Counsel & Corporate Secretary, AGMG | Email (encrypted) | Y | Request for corporate records: Restated Certificate of Incorporation, Amended and Restated Bylaws (effective March 22, 2022), board and committee minutes (last 3 years), committee charters, Marcus Vane employment agreement, Corvus Peak correspondence, Schedule 13D filings
7 | March 14, 2024 | Annotated Summary | Annotated Summary of AGMG Bylaws — Key Governance Provisions | Board Resolutions & Corporate Governance | Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower | Dame Elspeth Greenvale, Chair; Nadine Khalil; Special Committee (upon formation) | Email (encrypted) | Y | Summary and analysis of advance notice requirements (120–90 days before anniversary of prior year's AGM), forum selection clause (Court of Chancery of Delaware), majority/plurality voting trigger for contested elections, committee formation provisions, indemnification provisions; Bylaws effective March 22, 2022
8 | March 15, 2024 | Draft Board Resolution | Engagement of Hargrove Tate Partners LLC | Board Resolutions & Corporate Governance | Audrey Zhou; reviewed by Nathaniel Bower | Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary | Email (encrypted) | Y | Resolutions authorizing the Nominating & Governance Committee to retain Hargrove Tate Partners LLC (lead: Christine Aldridge) as executive search firm; fee: $750,000 flat fee plus expenses in three installments
9 | March 17, 2024 | Memorandum | Special Committee Charter — Best Practices and Proposed Terms | Fiduciary Duty & Governance | Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower | Dame Elspeth Greenvale, Chair; Board of Directors | Email (encrypted) | Y | Analysis of best practices for Special Committee composition, scope, authority, and independence under Delaware law; recommended three-member committee of independent directors with sole authority over CEO search and activist response
10 | March 18, 2024 | Draft Board Resolution | Formation of Special Committee | Special Committee Materials | Nathaniel Bower; Audrey Zhou | Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary | Email (encrypted) | Y | Resolutions forming the Special Committee: Tobias Kessler (Chair), Lucinda Farrow-Grant, Dr. Anwen Llewellyn; sole authority over CEO succession and activist response coordination
11 | March 18, 2024 | Draft Charter | Draft Special Committee Charter | Special Committee Materials | Nathaniel Bower; Audrey Zhou | Board of Directors; Nadine Khalil, Corporate Secretary | Email (encrypted) | Y | Proposed charter establishing authority, scope, composition, reporting protocols, and access to independent advisors
12 | March 18, 2024 | Executed Charter | Executed Special Committee Charter | Special Committee Materials | N/A (C&H prepared; executed by Board) | Board records; Nadine Khalil, Corporate Secretary | Hard copy | Y | Final adopted version reflecting Board approval; signed by Dame Elspeth Greenvale as Chair and Nadine Khalil as Corporate Secretary
13 | March 19, 2024 | Letter | Coordination Protocol — C&H and Ashworth Velmoran LLP | Correspondence | Nathaniel Bower | Martin Cho, Lead Partner, Ashworth Velmoran LLP | Email | Y | Establishes coordination framework between C&H (independent board governance counsel) and Ashworth Velmoran (standing outside counsel to AGMG management since 2015); delineation of roles to avoid duplication and potential conflicts
14 | March 20, 2024 | Memorandum | CEO Search Process — Recommended Governance Protocols | Fiduciary Duty & Governance | Nathaniel Bower; Colette Whitman; Audrey Zhou | Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn); Dame Elspeth Greenvale | Email (encrypted) | Y | Step-by-step recommended process for CEO search: documentation requirements, interview protocols, evaluation criteria standardization, role of Hargrove Tate Partners, board reporting cadence
15 | March 22, 2024 | Memorandum | Special Committee Process Recommendations — CEO Search | Special Committee Materials | Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower | Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn) | Email (encrypted) | Y | Guidance on interview protocols, evaluation criteria, documentation standards, and interaction with Hargrove Tate Partners; emphasis on contemporaneous documentation for fiduciary protection
16 | March 25, 2024 | Memorandum | Board Fiduciary Duties in CEO Succession Under Delaware Law | Fiduciary Duty & Governance | Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower | Board of Directors, AGMG | Email (encrypted) and hard copy | Y | Comprehensive analysis of fiduciary duties of care and loyalty under Delaware law applicable to CEO succession; Revlon, Unocal, and enhanced scrutiny standards; best practices for structuring a defensible succession process
17 | March 26, 2024 | Memorandum | DGCL § 220 Books-and-Records Demand — Response Recommendations | Proxy Contest & Shareholder Activism | Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower | Dame Elspeth Greenvale, Chair; Nadine Khalil, General Counsel | Email (encrypted) | Y | Analysis of Corvus Peak's March 22, 2024 demand under DGCL § 220 seeking CEO search committee materials; proper purpose analysis; privilege considerations; proposed response strategy including narrowed production excluding privileged materials
18 | March 28, 2024 | Memorandum | Interim CEO Designation — Fiduciary Considerations | Fiduciary Duty & Governance | Nathaniel Bower; Audrey Zhou | Board of Directors; Special Committee | Email (encrypted) | Y | Analysis of whether appointing Priya Nair-Whitfield as Interim CEO creates implied precommitment tainting the formal CEO search; evaluates Corvus Peak's likely challenge; recommends procedural safeguards
19 | April 2, 2024 | Draft Letter | AGMG Response to Corvus Peak § 220 Demand | Correspondence | Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower | Prepared for Nadine Khalil's signature; addressed to Dominic Sayer, Blackthorn Howell & Crane LLP | Email (encrypted) | Y | Draft response objecting to scope of § 220 demand; offering narrowed production excluding privileged CEO search materials and attorney-client communications
20 | April 2, 2024 | Letter | Response to Corvus Peak § 220 Demand (Sent on Behalf of AGMG) | Correspondence | Nathaniel Bower | Dominic Sayer, Lead Partner, Blackthorn Howell & Crane LLP, 1301 Avenue of the Americas, New York, NY 10019 | Email and Severin Partners LLC hard copy | Y | Formal response to books-and-records demand on behalf of AGMG; partial objection on privilege grounds
21 | April 3, 2024 | Memorandum | UK Regulatory Considerations — FCA/DTR Overlay | Fiduciary Duty & Governance | Brendan Walsh; reviewed by Nathaniel Bower | Board of Directors; Nadine Khalil, General Counsel | Email (encrypted) | Y | Analysis of FCA DTR 5 major shareholding notification obligations applicable to AGMG as company with shares on premium segment of FCA Official List and trading on London Stock Exchange Main Market (ticker AGMG.L); interaction between US proxy rules and UK disclosure regime for dual-listed companies
22 | April 4, 2024 | Email | Privilege Log Protocol for § 220 Production | Correspondence | Colette Whitman | Nadine Khalil, General Counsel & Corporate Secretary, AGMG | Email | Y | Instructions on preparing privilege log for documents withheld from Corvus Peak § 220 production; format requirements, privilege basis categories, review workflow
23 | April 5, 2024 | Memorandum | Evaluation Framework for Internal vs. External CEO Candidates | Special Committee Materials | Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower | Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn) | Email (encrypted) | Y | Proposed scoring rubric and evaluation criteria for comparing Priya Nair-Whitfield against external candidates including Jonathan Hale; criteria: strategic vision, operational experience, cultural fit, industry relationships, independence from activist influence
24 | April 8, 2024 | Memorandum | Poison Pill / Shareholder Rights Plan Analysis | Fiduciary Duty & Governance | Nathaniel Bower; Colette Whitman; Audrey Zhou | Board of Directors, AGMG | Email (encrypted) and hard copy | Y | Analysis under Moran v. Household International and Unocal/Unitrin proportionality framework; recommends against adoption given Corvus Peak's 8.7% stake does not constitute creeping control threat; adoption likely viewed negatively by ISS and Tarrant Partners LLC
25 | April 9, 2024 | Email | Poison Pill Recommendation Summary | Correspondence | Nathaniel Bower | Dame Elspeth Greenvale, Chair | Email | Y | Pre-meeting email summarizing C&H recommendation against adoption of a shareholder rights plan with key points from April 8 memorandum
26 | April 10, 2024 | Draft Board Resolution | Rejection of Shareholder Rights Plan | Board Resolutions & Corporate Governance | Nathaniel Bower; Audrey Zhou | Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary | Email (encrypted) | Y | Resolutions memorializing Board's decision not to adopt a poison pill, incorporating C&H's analysis and Unocal proportionality review
27 | April 12, 2024 | Memorandum | Defensive Measures Available to the Board | Fiduciary Duty & Governance | Nathaniel Bower; Colette Whitman; Audrey Zhou; Brendan Walsh | Board of Directors; Special Committee | Email (encrypted) | Y | Survey of permissible defensive responses: bylaw amendments, advance notice enforcement, white squire strategies, strategic alternatives announcement, enhanced shareholder engagement; Unocal proportionality analysis for each measure
28 | April 19, 2024 | Memorandum | Conflicts of Interest — Jonathan Hale and Corvus Peak | Fiduciary Duty & Governance | Nathaniel Bower; Audrey Zhou | Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn) | Email (encrypted) | Y | Detailed analysis of Jonathan Hale's pre-existing relationship with Damien Solberg (Corvus Peak founder); shared board service at Keystone Digital Ventures Ltd.; independence assessment under NYSE listing standards and Delaware law; concludes material concerns about Hale's independence as external candidate
29 | April 19, 2024 | Email | Jonathan Hale Conflict Analysis Summary | Correspondence | Nathaniel Bower | Special Committee: Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn | Email | Y | Summary email flagging Hale-Solberg relationship and recommending enhanced due diligence on Hale's independence before advancing candidacy
30 | April 20, 2024 | Memorandum | Special Committee Update — Candidate Interview Summary and Observations | Special Committee Materials | Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower | Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn) | Email (encrypted) | Y | Summary of April 18, 2024 interviews of five external CEO candidates including Jonathan Hale; preliminary assessment of strengths and concerns; flags Hale conflict issue; recommends enhanced due diligence
31 | April 21, 2024 | Draft Engagement Letter Review | Review of Stonebridge Crane & Co. Proposed Engagement Letter | Strategic Alternatives & Financial Advisor Coordination | Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower | Dame Elspeth Greenvale, Chair; Nadine Khalil, General Counsel | Email (encrypted) | Y | Mark-up of Stonebridge Crane's proposed financial advisory engagement letter; commentary on fee structure ($250,000 monthly retainer; 0.25% of EV transaction fee), indemnification provisions, scope of services, fiduciary-out provisions
32 | April 22, 2024 | Amended Engagement Letter | Amended Engagement Letter — Expanded Scope (Strategic Alternatives) | Engagement & Administrative | Nathaniel Bower | Dame Elspeth Greenvale, Chair, AGMG Board of Directors | Hard copy and email | Y | Expands C&H scope to include coordination with Stonebridge Crane & Co. on strategic alternatives review; all other terms of March 12 engagement letter remain in effect
33 | April 22, 2024 | Draft Board Resolution | Engagement of Stonebridge Crane & Co. | Board Resolutions & Corporate Governance | Nathaniel Bower; Audrey Zhou | Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary | Email (encrypted) | Y | Resolutions authorizing Board engagement of Stonebridge Crane & Co. (lead: Anil Kapoor-Mehta) as financial advisor for strategic alternatives review; $250,000/month retainer; 0.25% of EV transaction fee if change-of-control consummated
34 | April 23, 2024 | Email | Scope and Process Coordination — C&H and Stonebridge Crane | Correspondence | Nathaniel Bower | Anil Kapoor-Mehta, Managing Director, Stonebridge Crane & Co., 383 Madison Avenue, New York, NY 10179 | Email | Y | Establishes working relationship and coordination protocol between C&H and Stonebridge for strategic alternatives review; information sharing procedures and joint reporting to the Board
35 | April 24, 2024 | Memorandum | Legal Framework for Evaluating Strategic Alternatives | Strategic Alternatives & Financial Advisor Coordination | Nathaniel Bower; Colette Whitman; Audrey Zhou | Board of Directors; Special Committee | Email (encrypted) | Y | Analysis of fiduciary duties applicable to potential sale or strategic transaction; Revlon duties; market check requirements; interaction between strategic alternatives review and CEO search process
36 | April 26, 2024 | Memorandum | Confidentiality and Information Barrier Protocols — Strategic Alternatives Review | Strategic Alternatives & Financial Advisor Coordination | Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower | Board of Directors; Nadine Khalil, General Counsel | Email (encrypted) | Y | Recommended protocols for managing information flow between strategic alternatives review (with Stonebridge Crane) and CEO search process; wall procedures to prevent premature disclosure of potential transaction discussions to CEO candidates
37 | April 28, 2024 | Memorandum | Proxy Contest Defense Strategies | Proxy Contest & Shareholder Activism | Nathaniel Bower; Colette Whitman; Audrey Zhou; Brendan Walsh | Board of Directors; Special Committee | Email (encrypted) and hard copy | Y | Comprehensive strategic options memo; analysis of likely ISS/Tarrant Partners LLC recommendations; shareholder base composition (Corvus Peak 8.7%, Thorne Capital 6.3%, Ridgeway 5.1%, Windermere 4.4%, insiders 3.2%); messaging recommendations; probable voting outcomes under multiple scenarios
38 | April 28, 2024 | Memorandum | Fiduciary Obligations of Directors During a Proxy Contest | Fiduciary Duty & Governance | Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower | Board of Directors | Email (encrypted) | Y | Board obligations regarding use of corporate resources in proxy solicitation; Blasius enhanced scrutiny for actions taken with primary purpose of interfering with shareholder franchise; limitations on incumbents' campaign conduct
39 | May 1, 2024 | Memorandum | Shareholder Base Analysis and Vote Projection | Proxy Contest & Shareholder Activism | Audrey Zhou; Brendan Walsh; reviewed by Colette Whitman and Nathaniel Bower | Board of Directors; Special Committee | Email (encrypted) | Y | Detailed analysis of AGMG shareholder register (412,600,000 shares outstanding); institutional holder voting tendencies; identifies Windermere Pension Trust as potential swing voter; flags risk of ISS/Tarrant Partners LLC support for Corvus nominees; projected vote outcomes under multiple scenarios
40 | May 8, 2024 | Memorandum | ISS and Tarrant Partners LLC Policy Framework — Implications for AGMG | Proxy Contest & Shareholder Activism | Brendan Walsh; reviewed by Audrey Zhou and Nathaniel Bower | Board of Directors; Special Committee | Email (encrypted) | Y | Pre-recommendation analysis of proxy advisory firm policies applicable to board refreshment, CEO succession, and contested elections at AGMG; assessment of likely positions based on published voting guidelines and AGMG governance profile
41 | May 12, 2024 | Draft Board Resolution | Rejection of Corvus Peak Settlement Proposal | Board Resolutions & Corporate Governance | Nathaniel Bower; Audrey Zhou | Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary | Email (encrypted) | Y | Resolutions formally rejecting Corvus Peak's May 10, 2024 settlement proposal (2 Corvus nominees seated immediately, CEO search paused pending reconstitution); includes talking points for accompanying public statement
42 | May 12, 2024 | Draft Board Resolution | Responding to Corvus Peak Settlement Proposal (with Talking Points) | Proxy Contest & Shareholder Activism | Nathaniel Bower; Colette Whitman | Dame Elspeth Greenvale, Chair; Special Committee | Email (encrypted) | Y | Draft resolutions authorizing rejection; talking points for public statement
43 | May 17, 2024 | Email | ISS Recommendation: Immediate Assessment | Correspondence | Nathaniel Bower | Dame Elspeth Greenvale, Chair | Email | Y | Rapid-response email analyzing ISS recommendation to elect two of three Corvus nominees (Malcolm Trask and Dr. Raymond Chu); notes Windermere Pension Trust publicly supporting Corvus slate; recommends accelerated settlement discussions given deteriorating vote outlook
44 | May 19, 2024 | Memorandum | Analysis of ISS Recommendation (Post-Release) | Proxy Contest & Shareholder Activism | Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower | Board of Directors; Special Committee | Email (encrypted) | Y | Rapid-response analysis after ISS recommends 2 of 3 Corvus nominees; strategic implications; revised vote projections; recommends accelerated settlement discussions
45 | May 24, 2024 | Memorandum | Analysis of Tarrant Partners LLC Recommendation (Post-Release) | Proxy Contest & Shareholder Activism | Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower | Board of Directors; Special Committee | Email (encrypted) | Y | Analysis after Tarrant Partners LLC recommends all 3 Corvus nominees; updated vote projections showing likely loss of proxy fight; recommends immediate resumption of settlement discussions
46 | May 30, 2024 | Memorandum | Settlement Analysis and Recommendation | Proxy Contest & Shareholder Activism | Nathaniel Bower; Colette Whitman; Audrey Zhou | Board of Directors; Special Committee | Email (encrypted) and hard copy | Y | Detailed analysis of optimal settlement configurations (1-seat, 2-seat, 3-seat concessions); game-theory analysis; precedent activist settlements in media sector; impact on CEO search timeline; recommendation for negotiated 2-seat settlement with mutual standstill and governance commitments
47 | June 1, 2024 | Draft Board Resolution | Authorization to Reopen Settlement Discussions | Board Resolutions & Corporate Governance | Nathaniel Bower; Audrey Zhou | Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary | Email (encrypted) | Y | Resolutions authorizing Dame Elspeth Greenvale and the Special Committee to reopen and conduct settlement negotiations with Corvus Peak Capital Partners LP
48 | June 2, 2024 | Draft Term Sheet | Proposed Cooperation Agreement with Corvus Peak | Proxy Contest & Shareholder Activism | Nathaniel Bower; Colette Whitman; Audrey Zhou | Dame Elspeth Greenvale, Chair; Special Committee; Nadine Khalil | Email (encrypted) | Y | Draft cooperation/standstill agreement: 2 board seats to Corvus nominees; mutual standstill (Corvus Peak not to exceed 12% or launch additional proxy contests for 18 months); joint governance commitments; CEO search process reset with Corvus representation on reconstituted search committee
49 | June 7, 2024 | Email | Preliminary AGM Results and Immediate Next Steps | Correspondence | Nathaniel Bower | Dame Elspeth Greenvale, Chair | Email | Y | Privileged email immediately after vote count at 2024 AGM providing legal guidance on transition mechanics, organizational meeting planning, and immediate fiduciary considerations for reconstituted board
50 | June 8, 2024 | Memorandum | Post-AGM Vote Analysis and Implications | Proxy Contest & Shareholder Activism | Audrey Zhou; Brendan Walsh; reviewed by Nathaniel Bower | Board of Directors | Email (encrypted) | Y | Analysis of June 7 AGM results: all 3 Corvus nominees elected (Trask 68.8% / 241,632,915 FOR; Loring 65.0% / 228,231,780 FOR; Chu 66.8% / 234,554,027 FOR); incumbents not re-elected (Kessler 44.5%, Pemberton 39.3%, Delgado-Ríos 42.0%); total shares voted 351,280,400 (85.1% of 412,600,000); implications for board dynamics and governance reset
51 | June 8, 2024 | Draft Press Release | Board Statement Following Annual Meeting Results | Proxy Contest & Shareholder Activism | Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower | Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary | Email (encrypted) | Y | Proposed public statement acknowledging election results, welcoming Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu to the Board, thanking departing directors Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos
52 | June 9, 2024 | Memorandum | Duties of Departing Directors — Document Preservation and Cooperation | Fiduciary Duty & Governance | Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower | Tobias Kessler; Hugh Pemberton; Sofia Delgado-Ríos (via Nadine Khalil) | Email (encrypted) | Y | Advice to departing directors regarding post-departure obligations, D&O insurance coverage continuity under Helmsley Indemnity Corp. policy HIC-DOL-2024-009347, document preservation, and cooperation requirements
53 | June 10, 2024 | Draft Board Resolution | Post-AGM Organizational Matters | Board Resolutions & Corporate Governance | Nathaniel Bower; Audrey Zhou | Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary | Email (encrypted) and hard copy | Y | Resolutions for reconstituted Board's first meeting: election of Malcolm Trask as Lead Independent Director; committee assignments for new directors; transitional chair arrangement for Dame Elspeth Greenvale through September 30, 2024; appointment of Vanessa Loring as Chair of Nominating & Governance Committee
54 | June 11, 2024 | Memorandum | D&O Insurance Implications of Board Reconstitution | Fiduciary Duty & Governance | Colette Whitman; Brendan Walsh; reviewed by Nathaniel Bower | Board of Directors; Nadine Khalil, General Counsel | Email (encrypted) | Y | Review of Helmsley Indemnity Corp. D&O policy HIC-DOL-2024-009347 ($75M per occurrence / $150M aggregate; premium $3.8M; policy period January 1 – December 31, 2024); tail coverage analysis for departing directors; notice obligations triggered by reconstitution; potential coverage gaps
55 | June 12, 2024 | Memorandum | Board Process Integrity Post-Reconstitution | Fiduciary Duty & Governance | Nathaniel Bower; Colette Whitman; Audrey Zhou | Continuing Directors of Board of Directors, AGMG | Email (encrypted) | Y | Guidance to continuing directors on fiduciary obligations when activist-nominated directors (Trask, Loring, Chu) join the board; information barriers, recusal protocols, and potential conflicts arising from reconstitution
56 | June 14, 2024 | Draft Board Resolution | Tabling of CEO Succession Process | Board Resolutions & Corporate Governance | Nathaniel Bower; Audrey Zhou | Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary | Email (encrypted) | Y | Resolutions tabling the CEO succession process indefinitely; dissolving the Special Committee; directing Priya Nair-Whitfield to continue as Interim CEO until further Board action
57 | June 14, 2024 | Draft Board Resolution | Dissolution of Special Committee | Special Committee Materials | Nathaniel Bower; Audrey Zhou | Dame Elspeth Greenvale, Chair; Nadine Khalil, Corporate Secretary | Email (encrypted) | Y | Resolutions dissolving the Special Committee following board reconstitution; all Special Committee records to be preserved per privilege protocol
58 | June 14, 2024 | Acknowledgment Letter | Retainer Replenishment Acknowledgment | Engagement & Administrative | Nathaniel Bower | Dame Elspeth Greenvale, Chair; Nadine Khalil, General Counsel | Email | N | Confirmation of quarterly $75,000 retainer replenishment per March 12, 2024 engagement letter terms
59 | June 15, 2024 | Memorandum | Preservation of Special Committee Records | Special Committee Materials | Colette Whitman; Audrey Zhou; reviewed by Nathaniel Bower | Dame Elspeth Greenvale, Chair; Nadine Khalil, General Counsel | Email (encrypted) | Y | Guidance on retention and privilege preservation for all Special Committee materials: interview notes, evaluation matrices, Hargrove Tate Partners correspondence, C&H memoranda delivered to the Committee
60 | June 16, 2024 | Memorandum | Termination of Strategic Alternatives Review — Board Considerations | Strategic Alternatives & Financial Advisor Coordination | Nathaniel Bower; Colette Whitman; Audrey Zhou | Board of Directors; Nadine Khalil, General Counsel | Email (encrypted) | Y | Fiduciary implications of reconstituted Board's decision to shelve strategic alternatives; Stonebridge Crane engagement termination provisions; tail fee exposure of approximately $21.6M (0.25% × $8.65B estimated enterprise value) if change-of-control within 12-month tail period
61 | June 25, 2024 | Letter | Acknowledgment of Engagement Termination | Correspondence | Nathaniel Bower | Vanessa Loring, Chair, Nominating & Governance Committee, AGMG | Email and Severin Partners LLC hard copy | Y | Formal response to June 21, 2024 termination notice; outlines transition procedures, final deliverables timeline, confirms continuing privilege over work product; engagement terminates effective July 8, 2024
62 | July 1, 2024 | Transition Memorandum | Summary of Engagement Work Product | Transition & Closing Deliverables | Nathaniel Bower; Colette Whitman; Audrey Zhou; Brendan Walsh | Dame Elspeth Greenvale, Chair; Board of Directors; Nadine Khalil, General Counsel | Email (encrypted) and hard copy | Y | Comprehensive transition memo cataloging all advice given during engagement; pending issues; open matters (§ 220 demand status, D&O tail coverage, Hargrove Tate contract termination with $500,000 remaining unpaid, Stonebridge engagement status and tail fee exposure); recommendations for successor counsel
63 | July 1, 2024 | Privilege Log | Materials Withheld from § 220 Production | Transition & Closing Deliverables | Colette Whitman; Audrey Zhou | Dame Elspeth Greenvale, Chair; Nadine Khalil, General Counsel | Email (encrypted) and hard copy | Y | Final privilege log listing all documents withheld from Corvus Peak's DGCL § 220 books-and-records demand; document description, date, author, recipients, and privilege basis (attorney-client privilege, work product doctrine) for each entry
64 | July 1, 2024 | Index | Index of Work Product Delivered to Client | Transition & Closing Deliverables | Audrey Zhou; reviewed by Nathaniel Bower | Dame Elspeth Greenvale, Chair; Nadine Khalil, General Counsel | Email (encrypted) and hard copy | Y | This document — complete index of all deliverables produced during the engagement (March 12 – July 8, 2024)
65 | July 1, 2024 | Status Memorandum | Open and Unresolved Issues at Termination | Transition & Closing Deliverables | Nathaniel Bower; Colette Whitman; Audrey Zhou | Dame Elspeth Greenvale, Chair; Board of Directors; Nadine Khalil, General Counsel | Email (encrypted) and hard copy | Y | Identifies pending matters for successor counsel: (1) § 220 demand response and potential litigation, (2) D&O tail coverage for departing directors, (3) Hargrove Tate contract termination and fee obligations ($500,000 remaining), (4) Stonebridge Crane engagement status and tail fee exposure (~$21.6M), (5) continuing FCA/DTR disclosure obligations
66 | July 1, 2024 | Cover Letter | Final Deliverables Transmittal | Correspondence | Nathaniel Bower | Dame Elspeth Greenvale, Chair, AGMG Board of Directors, 14 Sceptre Row, London EC2V 7QN, United Kingdom | Email (encrypted) and Severin Partners LLC hard copy | Y | Cover letter transmitting final work product package and transition materials: transition memorandum, privilege log, work product index, and open issues memorandum
67 | July 8, 2024 | Engagement Termination Acknowledgment | Formal Acknowledgment of Engagement Termination | Engagement & Administrative | Nathaniel Bower | Dame Elspeth Greenvale, Chair; Board of Directors, AGMG | Email and hard copy | Y | C&H's formal acknowledgment of termination effective July 8, 2024; preservation-of-records notice; statement regarding continuing privilege obligations; references final invoice (total fees $1,034,625; expenses $38,442; grand total $1,073,067; outstanding balance $312,817)
[sheet: Category Summary]
Category | Document Count | Date Range | Primary Authors
Engagement & Administrative | 4 | March 12, 2024 – July 8, 2024 | Nathaniel Bower
Fiduciary Duty & Governance | 11 | March 17, 2024 – June 12, 2024 | Nathaniel Bower; Colette Whitman; Audrey Zhou; Brendan Walsh
Proxy Contest & Shareholder Activism | 14 | March 5, 2024 – June 8, 2024 | Nathaniel Bower; Colette Whitman; Audrey Zhou; Brendan Walsh
Special Committee Materials | 8 | March 18, 2024 – June 15, 2024 | Nathaniel Bower; Colette Whitman; Audrey Zhou
Board Resolutions & Corporate Governance | 10 | March 8, 2024 – June 14, 2024 | Nathaniel Bower; Audrey Zhou
Correspondence | 12 | March 13, 2024 – July 1, 2024 | Nathaniel Bower; Colette Whitman; Audrey Zhou
Transition & Closing Deliverables | 4 | July 1, 2024 | Nathaniel Bower; Colette Whitman; Audrey Zhou; Brendan Walsh
Strategic Alternatives & Financial Advisor Coordination | 4 | April 21, 2024 – June 16, 2024 | Nathaniel Bower; Colette Whitman; Audrey Zhou
TOTAL | 67 | March 5, 2024 – July 8, 2024
[sheet: Engagement Team Reference]
Name | Role | Practice Group | 2024 Billing Rate | Total Hours Billed | Total Fees
Nathaniel Bower | Responsible Partner | Bankruptcy & Restructuring (Corporate Governance) | $1,750/hr | 247.5 | $433,125
Colette Whitman | Billing Partner | Bankruptcy & Restructuring | $1,625/hr | 134 | $217,750
Audrey Zhou | Lead Associate (6th Year) | Capital Markets | $985/hr | 262 | $258,070
Brendan Walsh | Working Associate (3rd Year) | Capital Markets | $725/hr | 173 | $125,425
Paralegals (3) | Paralegal Support | Various | Various | 1.3 | $255
TOTAL | 817.8 | $1,034,625
Total Fees | $1,034,625
Total Expenses | $38,442
Grand Total Billed | $1,073,067
Outstanding Balance at Termination | $312,817
Outstanding Balance Paid | August 5, 2024

[sheet: Cover]

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