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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, NY 10019

Telephone: (212) 548-6000 Facsimile: (212) 548-6001 www.calderwoodharkness.com

March 13, 2024

VIA EMAIL AND INTERNATIONAL COURIER

Dame Elspeth Greenvale Independent Non-Executive Chair Board of Directors Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom

Re: Engagement Confirmation and Initial Recommendations — Matter No. 1017-00002

Dear Dame Elspeth:

On behalf of Calderwood & Harkness LLP ("C&H" or the "Firm"), I write to thank you and the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") for the confidence you have placed in our Firm by retaining us as independent governance counsel to the Board. We are grateful for the Board's trust and take seriously the responsibilities entailed by this engagement.

As you know, the formal engagement letter between C&H and AGMG was executed on March 12, 2024 (the "Engagement Letter"). A copy of the executed Engagement Letter is enclosed with this correspondence for the Board's records. This cover letter is intended to serve two purposes. First, it confirms the key terms of the engagement for the convenience of the Board. Second, and more importantly, it sets forth C&H's preliminary assessment of the priority workstreams that we believe should be pursued in the coming weeks, together with our initial observations and recommendations for the Board's consideration.

We are acutely conscious of the urgency attending this matter. The confluence of the CEO vacancy following the resignation of Marcus Vane, effective March 8, 2024, and the ongoing activist campaign by Corvus Peak Capital Partners LP ("Corvus Peak") creates a situation of significant governance complexity. Both matters demand prompt, coordinated, and well-documented action by the Board. The purpose of this letter is to provide the Board with a clear roadmap for the immediate period ahead so that the Board can move forward with confidence and a shared understanding of its obligations and options.

I. Engagement Confirmation — Summary of Key Terms

The following summarizes the key terms of the Engagement Letter. In the event of any inconsistency between this summary and the Engagement Letter itself, the Engagement Letter controls.

A. Scope of Engagement

Calderwood & Harkness has been retained as independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC (NYSE: AGMG; LSE: AGMG.L) in connection with the following matters:

(i) The CEO succession process following the departure of Marcus Vane, who resigned as Chief Executive Officer effective March 8, 2024, including all matters relating to the designation and oversight of an interim CEO, the design and implementation of a formal succession process, and any related governance considerations; and

(ii) The Board's evaluation of and response to the activist campaign by Corvus Peak Capital Partners LP, an approximately 8.7% shareholder that has disclosed its intention to nominate three director candidates for election at the Company's 2024 Annual General Meeting of Shareholders (the "Annual Meeting"), including proxy contest defense strategy, shareholder engagement, and related fiduciary and regulatory matters.

It is important to emphasize at the outset that C&H's role is distinct from, and complementary to, the role of Ashworth Velmoran LLP ("Ashworth Velmoran"), which continues to serve as the Company's standing outside counsel for general corporate, mergers and acquisitions, and SEC reporting matters under the leadership of Martin Cho. The Board's decision to retain independent governance counsel is consistent with well-established best practices for situations in which an activist campaign raises questions about the alignment between management's interests and the interests of the Board and shareholders as a whole. A coordination protocol between C&H and Ashworth Velmoran will be separately established, as discussed in greater detail below.

Finally, I wish to underscore a fundamental feature of this engagement: C&H represents the Board of Directors as a whole, and not any individual director, officer, or member of the Company's management team. Our duty of loyalty runs to the full Board. If circumstances arise in which the interests of any individual director or officer diverge from those of the Board as a whole, that individual should retain separate counsel. We will communicate this principle to each member of the Board as appropriate.

B. Engagement Team

The following attorneys have been designated as the primary engagement team for this matter:

Colette Whitman brings extensive experience in contested director elections and proxy advisory firm engagement, and will serve as a senior resource throughout this matter. Audrey Zhou, who is already coordinating with your General Counsel's office on initial document production, will serve as the primary day-to-day contact on the C&H side. Brendan Walsh will support the team on research and memoranda preparation.

Additional resources are available as needed from C&H's New York office at 787 Seventh Avenue and from our London office at 25 Bishopsgate, London EC2N 3AR. Given the dual-listed nature of AGMG and the UK regulatory overlay discussed below, we anticipate that our London colleagues may be called upon for specialized advice on FCA disclosure obligations and related matters. We will staff this engagement efficiently and with an eye toward proportionality of cost.

C. Fee Arrangements

Fees for this engagement will be billed on an hourly basis at the rates set forth in the Engagement Letter and summarized above. The Engagement Letter provides for a $75,000 evergreen retainer, to be replenished quarterly. We respectfully request that the initial retainer payment be remitted by March 14, 2024, as provided in the Engagement Letter. C&H will render monthly invoices with detailed time entries describing the work performed. Out-of-pocket expenses — including travel, printing, filing fees, and database charges — will be billed at cost without markup.

D. Conflicts Clearance

C&H's internal conflicts clearance review was completed on March 11, 2024. The review identified no conflicts of interest with respect to Aurelius Global Media Group PLC, Corvus Peak Capital Partners LP, Corvus Peak Management LLC (the general partner of Corvus Peak), or any related party, including the three nominees proposed by Corvus Peak. C&H has no current or recent representations that would impair the independence of our advice to the Board. Should any potential conflict arise during the course of this engagement, we will promptly disclose it to the Board and take appropriate action in accordance with our professional obligations.

II. Background and Current Posture

Before turning to our recommendations, it is useful to set forth the factual context as we understand it, both for the Board's reference and to ensure that C&H's understanding of the relevant facts is complete and accurate. We respectfully request that Dame Elspeth or Ms. Khalil notify us if any of the following is inaccurate or incomplete.

A. CEO Vacancy

Marcus Vane resigned as Chief Executive Officer of AGMG effective March 8, 2024. Mr. Vane had served as CEO since 2016 and was a member of the Board of Directors throughout his tenure. In his public statement, Mr. Vane cited "personal and family considerations" as the basis for his departure.

Under the terms of Mr. Vane's employment agreement, he is entitled to severance payments and benefits valued at approximately $14.8 million, comprised of the following components:

• Two times base salary: 2 × $2,400,000 = $4,800,000

• Two times target annual bonus: 2 × $2,400,000 = $4,800,000

• Accelerated vesting of outstanding equity awards: approximately $5,200,000

Mr. Vane's severance is subject to customary conditions, including an eighteen-month post-termination non-compete covenant that expires on September 8, 2025. We will review the terms of the employment agreement in detail as part of the document review described below.

Following Mr. Vane's resignation, the Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer and an Executive Director, as Interim CEO pending the conclusion of a formal succession process. Ms. Nair-Whitfield has been with AGMG since 2012. She was promoted to Executive Vice President of Streaming in 2017, was named Chief Operating Officer in 2020, and was instrumental in the conceptualization and launch of the Company's Luminos streaming platform in 2019. She is a highly respected member of the senior leadership team. As discussed below, however, the Board must be attentive to the governance implications of the Interim CEO designation as it designs and conducts the formal succession process.

B. Corvus Peak Activist Campaign

The timeline of Corvus Peak's public engagement with the Company is as follows:

January 18, 2024: Corvus Peak filed an initial Schedule 13D with the Securities and Exchange Commission disclosing beneficial ownership of approximately 6.1% of the Company's outstanding shares of common stock.

February 12, 2024: Corvus Peak delivered a demand letter to the Board of Directors, transmitted to Ms. Khalil's office. The letter called upon the Board to (i) appoint two new independent directors with digital media experience, (ii) undertake a formal strategic review of the Company's business portfolio, including a potential separation or divestiture of the E-Commerce & Merchandising segment, and (iii) adopt and publicly disclose a formal CEO succession plan.

February 26, 2024: Corvus Peak filed an amended Schedule 13D disclosing that it had increased its beneficial ownership position to approximately 8.7% of AGMG's outstanding shares, representing approximately 35,896,200 shares of the Company's 412,600,000 shares of common stock outstanding. Based on the disclosures in the amended filing, Corvus Peak's average cost basis is approximately $20.97 per share, representing a total investment of approximately $752.8 million. The amended 13D also announced Corvus Peak's intention to nominate three director candidates for election at the 2024 Annual Meeting.

March 1, 2024: Corvus Peak submitted a formal director nomination package to the Company pursuant to the advance notice provisions of the Amended and Restated Bylaws. The three nominees are:

1. Malcolm Trask (age 58) — Former Chief Executive Officer of Archway Digital Holdings Inc., where he served from 2012 to 2021. Trask oversaw a period of significant growth at Archway before its acquisition by a private equity consortium in 2021.

2. Vanessa Loring (age 44) — Managing Director at Corvus Peak Capital Partners LP, where she leads the firm's media and entertainment investment practice. Loring's nomination underscores Corvus Peak's direct engagement posture.

3. Dr. Raymond Chu (age 61) — Former President and Chief Operating Officer of Helix Media Networks Inc., a publicly traded cable and satellite television company. Dr. Chu holds a doctorate in electrical engineering from MIT and brings a technology-oriented perspective.

Corvus Peak is represented in this campaign by Blackthorn Howell & Crane LLP (lead partner: Dominic Sayer), a firm with a well-established activist-side practice, and has retained Falconer Strauss LLC (lead contact: Derek Huang) as its proxy solicitor. AGMG management engaged Citrine Advisory Group Inc. (lead: Sandra Eriksson) for proxy defense on February 28, 2024.

C. Company Overview

For context, the following summarizes the Company's corporate structure, financial profile, and shareholder base:

Corporate Structure. AGMG is incorporated under the laws of the State of Delaware and is registered as an overseas company in England and Wales. The Company's shares are dual-listed on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange Main Market, premium segment (ticker: AGMG.L). This dual-listing subjects the Company to both US securities laws (including the Securities Exchange Act of 1934, as amended) and UK regulatory requirements (including the FCA's Disclosure Guidance and Transparency Rules and the UK Corporate Governance Code on a comply-or-explain basis).

Financial Profile. As of March 1, 2024, AGMG's market capitalization was approximately £6.82 billion (approximately $8.65 billion). For the fiscal year ended December 31, 2023, the Company reported revenue of $4.37 billion and EBITDA of $812 million, representing an EBITDA margin of approximately 18.6%. The Company employs approximately 23,400 individuals worldwide.

Business Segments. AGMG operates through four business segments:

• Streaming & Digital Content — 42% of FY 2023 revenue. Includes the Luminos streaming platform, digital content licensing, and original programming.

• Live Entertainment & Events — 24% of FY 2023 revenue. Includes touring, venue management, festivals, and experiential events.

• E-Commerce & Merchandising — 19% of FY 2023 revenue. Includes direct-to-consumer merchandise, licensing, and e-commerce platform operations.

• Advertising & Brand Partnerships — 15% of FY 2023 revenue. Includes digital advertising, branded content, and corporate sponsorship arrangements.

Board Composition. The current Board of Directors consists of ten voting members (including one vacancy resulting from Mr. Vane's departure). Nadine Khalil, General Counsel and Corporate Secretary, attends all Board meetings as a non-voting participant.

Shareholder Base. Beyond Corvus Peak, the following are the Company's principal institutional shareholders as reflected in the most recent available filings:

Of the insider holdings, co-founder Hugh Pemberton holds approximately 2.1% of the Company's outstanding shares. The remaining institutional and retail shareholder base is relatively fragmented, a feature that has significant implications for the proxy contest dynamics discussed below.

III. Preliminary Workstream Priorities

Based on C&H's initial review of materials provided to date and our preliminary discussions with Dame Elspeth and Ms. Khalil, we have identified four priority workstreams that we believe should be pursued in parallel over the coming weeks. These workstreams are designed to position the Board to act decisively, defensibly, and in accordance with its fiduciary obligations. We describe each in turn.

Workstream 1: Advance Notice Bylaw Compliance Review

This is the most time-sensitive item on the Board's agenda and must be resolved promptly.

As noted above, Corvus Peak submitted its formal director nomination package on March 1, 2024. The Amended and Restated Bylaws of the Company (effective March 22, 2022) establish an advance notice window for shareholder nominations of director candidates. Based on our preliminary review, the window opened on February 10, 2024 — 120 days before the anniversary of the Company's June 9, 2023 Annual Meeting — and closed on March 11, 2024 — 90 days before that anniversary.

On a calendar basis, the March 1 submission appears to fall within the advance notice window. However, timeliness is only one element of the bylaw compliance analysis. The advance notice provisions impose detailed procedural and substantive requirements on nominating shareholders, including, among other things, required disclosures regarding the nominating shareholder's beneficial ownership, derivative positions, and voting arrangements; representations regarding the nominees' qualifications, independence, and willingness to serve; and specified information concerning the nominees themselves. Failure to comply fully with these requirements can, depending on the nature and materiality of the deficiency, provide grounds for the Board to reject the nomination package as defective.

C&H will conduct a thorough review of the Corvus Peak nomination package against the requirements of the Bylaws. To that end, we respectfully request that Nadine Khalil immediately provide C&H with the complete Corvus Peak nomination package as delivered to the Company, together with confirmation of the date and method of delivery (e.g., overnight courier, hand delivery, email transmission). The precise method and time of delivery may be relevant to the timeliness analysis.

I am pleased to report that C&H's lead associate, Audrey Zhou, is already in contact with Ms. Khalil's office and is coordinating the initial document production.

We wish to flag an important point of timing: any challenge to the timeliness or completeness of the Corvus Peak nominations must be raised promptly. Under applicable law and practice, undue delay in asserting bylaw defenses can constitute waiver. If the Board ultimately determines — based on C&H's analysis — that the nomination package is deficient in any material respect, the Board should be prepared to communicate that determination to Corvus Peak without delay and in a manner that preserves the Company's rights.

We also note that Section 11.1 of the Amended and Restated Bylaws designates the Court of Chancery of the State of Delaware as the exclusive forum for intra-corporate disputes, including any dispute relating to the validity of shareholder nominations. Should the Board elect to challenge the nomination package, the Court of Chancery would be the appropriate venue.

Target delivery of compliance review memorandum: within one week (anticipated by approximately March 19–20, 2024).

Workstream 2: Fiduciary Duties Framework

The Board's handling of the CEO succession process will be evaluated under the fiduciary duty standards applicable to directors of Delaware corporations. The stakes are high: a well-documented, good-faith process provides robust protection for the Board, while a process that is perceived to be inadequate, conflicted, or predetermined exposes directors to challenge.

C&H will prepare a comprehensive memorandum on the fiduciary duties of the Board of Directors in the context of CEO succession under Delaware law. The memorandum will address the duty of care and the duty of loyalty in detail, with particular focus on the following areas:

(a) Enhanced Scrutiny Standards. The memorandum will analyze the enhanced scrutiny standards that may apply to succession decisions, drawing on the Revlon, Unocal, and related lines of precedent. While a CEO succession decision is not a sale-of-the-company transaction in the classic sense, the Delaware courts have signaled that board decisions taken in the context of an activist campaign — particularly decisions that affect control dynamics or the composition of the board — may be subject to heightened judicial review. The Board should assume that its conduct will be evaluated under the most exacting standard that could plausibly apply.

(b) Interim CEO Designation. The memorandum will examine the implications of the Board's designation of Priya Nair-Whitfield as Interim CEO. While the designation was a reasonable and prudent step to ensure continuity of operations, the Board should be aware that it may create an implied precommitment — or, at minimum, an appearance of a predetermined outcome — that could expose the Board to criticism from Corvus Peak and to challenge in the Court of Chancery. The memorandum will recommend protocols designed to ensure that the Interim CEO designation does not foreclose a genuine, open-ended succession process.

(c) Obligation to Conduct a Thorough Process. Delaware law requires that directors act on an informed basis. In the succession context, this means conducting a thorough, fair, and well-documented search process that considers a reasonable range of internal and external candidates. The memorandum will identify the hallmarks of a defensible search process based on relevant case law and best practices.

(d) *Blasius* Enhanced Scrutiny. The memorandum will address the application of Blasius Industries, Inc. v. Atlas Corp. and its progeny to any Board actions that could be characterized as primarily intended to interfere with the shareholder franchise. This is particularly relevant in the context of a contested election: if the Board takes steps — whether in connection with the CEO search or the proxy contest — that are perceived to be motivated by a desire to entrench incumbent directors or management, the courts may apply the compelling justification standard, which is exceedingly difficult to satisfy.

We think it important to bring to the full Board's attention a dynamic that has emerged in our preliminary discussions. Based on our understanding, the current alignment of the Board on the CEO succession question is approximately as follows:

• Four directors are understood to favor Ms. Nair-Whitfield's permanent appointment: Dame Elspeth Greenvale, Lucinda Farrow-Grant, Hugh Pemberton, and Sofia Delgado-Ríos.

• Three directors are understood to favor an external candidate, specifically Jonathan Hale (a former media industry executive): Tobias Kessler, Reginald Osei, and Dr. Anwen Llewellyn.

• One director — Garrett Voss, Chief Financial Officer — is understood to be neutral or undecided.

We note these dynamics not to suggest that directors should suppress their views — to the contrary, robust deliberation is a hallmark of good governance — but to caution that any perceived factional alignment could undermine the credibility and defensibility of the search process. If Corvus Peak or a shareholder plaintiff is able to characterize the succession process as one in which the outcome was determined by factional politics rather than by a fair evaluation of candidates on the merits, the Board's process protections will be significantly weakened. The fiduciary duties memorandum will address this risk in detail and recommend safeguards.

Target delivery of fiduciary duties memorandum: March 25, 2024.

Workstream 3: CEO Search Process Design

Based on our experience in similar situations, C&H recommends that the Board establish a Special Committee of independent, non-executive directors to oversee both the CEO search and the Board's response to the Corvus Peak campaign. The formation of a Special Committee is a well-established governance best practice in contested situations and serves multiple purposes: it signals to shareholders and proxy advisory firms that the Board is conducting a disciplined, independent process; it provides a defined decision-making structure that reduces the risk of leaks, factional dynamics, and ad hoc decision-making; and it creates a defensible record in any subsequent fiduciary duty challenge.

We recommend that the Special Committee be composed of three independent non-executive directors who are free from any actual or perceived conflict of interest with respect to the succession process or the Corvus Peak campaign. C&H will prepare a draft charter and formation resolution for the Board's consideration. The charter will address the Special Committee's mandate, authority, access to independent advisors, budget, and reporting obligations to the full Board.

Search Firm Engagement. C&H understands that the Nominating & Governance Committee is separately evaluating executive search firms to assist in the CEO succession process. We recommend that the Board move promptly to engage a reputable search firm in order to ensure that the process is credible, independent, and well-resourced from the outset. Delay in retaining a search firm would be noted by Corvus Peak and by institutional shareholders, and could be cited as evidence that the Board does not intend to conduct a genuine search. We understand that Hargrove Tate Partners LLC, led by Christine Aldridge, is under consideration, with a proposed flat fee of $750,000 plus expenses, payable in three installments. We have no objection to this engagement based on Hargrove Tate's reputation and capabilities, though we recommend that the final terms be approved by the Special Committee once it is formed.

Governance Protocols. C&H will prepare a memorandum on recommended governance protocols for the CEO search process. These protocols will address, at a minimum, the following subjects:

(i) Evaluation criteria and scoring framework for internal and external candidates, designed to ensure that all candidates are assessed on the same dimensions (e.g., strategic vision, operational experience, industry knowledge, leadership style, cultural fit, and public-company governance experience) using a standardized and documented methodology.

(ii) Interview protocols and documentation standards, including a recommended format for interview notes, a schedule of required interviews with the Special Committee and the full Board, and guidelines for the treatment of confidential information provided by candidates.

(iii) Role delineation between the Special Committee, the full Board, and the search firm, to ensure that the Special Committee maintains control over the process while keeping the full Board appropriately informed and preserving the full Board's ultimate authority to select the CEO.

(iv) Safeguards against the perception of predetermination, including measures to ensure that Ms. Nair-Whitfield is evaluated on the same terms as external candidates, that external candidates are given meaningful consideration, and that the process is not structured in a manner that advantages or disadvantages any particular candidate.

We cannot overstate the critical importance of contemporaneous documentation at every stage of the search process. In any subsequent fiduciary duty challenge, the single most important factor in the Board's defense will be the quality and completeness of the contemporaneous record. Board and committee minutes should be detailed, should reflect the substance of deliberations (not merely the conclusions reached), and should document the factors considered, the alternatives evaluated, and the reasons for the decisions made. We will provide specific guidance on documentation standards in the governance protocols memorandum.

Target delivery of Special Committee charter, formation resolution, and governance protocols memorandum: within the next week (anticipated March 17–20, 2024).

Workstream 4: Activist Response Strategy

The final priority workstream is the development of a comprehensive strategy for the Board's response to the Corvus Peak proxy contest. This workstream is less immediately time-sensitive than Workstreams 1 through 3, as the Annual Meeting is not expected to occur until June 2024. However, the lead time required for a well-prepared proxy defense is substantial, and we recommend that work begin promptly.

The initial elements of the activist response strategy will include the following:

(a) Shareholder Base Analysis and Vote Projection. C&H, in coordination with Citrine Advisory Group, will conduct a detailed analysis of AGMG's shareholder base. With 412,600,000 shares outstanding and a relatively fragmented institutional shareholder base (no single holder above 8.7%), the outcome of a proxy contest will depend on the ability of each side to mobilize a broad coalition of institutional investors. We will prepare a preliminary vote projection model that identifies persuadable shareholders, analyzes their historical voting patterns, and estimates the likely margin of victory or defeat under various turnout and voting scenarios.

(b) Proxy Advisory Firm Analysis. ISS (Thackeray Health IT) and Tarrant Partners LLC are the two dominant proxy advisory firms, and their recommendations carry substantial weight with institutional investors. C&H will assess the likely recommendations of both firms under their published voting guidelines, taking into account AGMG's governance profile. We note that several features of AGMG's governance structure are favorable from a proxy advisory firm perspective: the Board has been declassified since 2021, majority voting in uncontested elections has been adopted, and there is no shareholder rights plan currently in place. The plurality voting standard applicable in contested elections, however, means that the three Corvus Peak nominees need only receive more votes than the three lowest-voted incumbent candidates in order to be elected. This is a significant tactical consideration.

(c) Defensive Measures Evaluation. We will evaluate the range of available defensive measures, including whether the adoption of a shareholder rights plan (commonly known as a "poison pill") would be proportionate and defensible in light of Corvus Peak's 8.7% stake. Under Moran v. Household International, Inc. and the Unocal/Unitrin line of cases, a rights plan must be reasonable in relation to the threat posed. Our preliminary view is that caution is warranted at the current stake level: while an 8.7% stake is significant, it is well below the ownership thresholds at which rights plans are typically deployed, and the adoption of a pill at this juncture could be perceived by ISS, Tarrant Partners LLC, and institutional investors as an overreaction that undermines the Board's credibility. This question requires, however, a full analysis that we will undertake in the coming weeks.

(d) Jonathan Hale Assessment. C&H understands that Jonathan Hale has emerged as the leading external CEO candidate favored by certain members of the Board. We will assess Mr. Hale's candidacy, including any potential conflict of interest arising from his relationship with Damien Solberg, the founder and Managing Partner of Corvus Peak. It is our understanding that Mr. Hale and Mr. Solberg served together on the board of directors of Keystone Digital Ventures Ltd., a UK-based media technology company. While this connection does not necessarily disqualify Mr. Hale as a candidate, it raises questions that Corvus Peak could exploit — or, conversely, that could be cited by institutional investors as evidence of undue Corvus Peak influence over the succession process. The nature and extent of the Hale-Solberg relationship must be thoroughly investigated and disclosed to the full Board.

(e) Settlement and Engagement Considerations. Not every activist campaign need end in a proxy fight. C&H will advise the Board on whether and when it may be advisable to engage with Corvus Peak on a negotiated resolution. A settlement could take many forms, including the addition of one or more mutually agreed independent directors, the adoption of governance reforms, or the establishment of a strategic review committee. The decision of whether to engage in settlement discussions is, of course, a matter for the Board's judgment, informed by the Board's assessment of the strength of its position and the likely outcome of a contested vote. We will provide a framework for evaluating settlement options as part of the defense strategy memorandum.

UK Regulatory Overlay. Because AGMG shares are admitted to trading on the London Stock Exchange Main Market (premium segment), the Company is subject to the FCA's Disclosure Guidance and Transparency Rules, including DTR 5, which imposes major shareholding notification obligations. These obligations interact with, but are not coextensive with, the US proxy disclosure rules under Section 14 of the Securities Exchange Act of 1934 and Regulation 14A. C&H will prepare a separate memorandum addressing the interplay of these regulatory regimes and identifying any compliance considerations that the Board and management should address.

C&H will coordinate closely with Citrine Advisory Group (Sandra Eriksson) on proxy solicitation matters, including the development of shareholder engagement materials and the management of the proxy solicitation process. We will also coordinate with Ashworth Velmoran (Martin Cho) on SEC filing requirements, including the preparation of the Company's proxy statement and any soliciting materials.

Target delivery of initial defense strategy memorandum: late April 2024.

IV. Immediate Document and Information Request

To support the workstreams outlined above, C&H respectfully requests that Nadine Khalil, General Counsel and Corporate Secretary, provide the following documents and information at her earliest convenience:

1. Restated Certificate of Incorporation of Aurelius Global Media Group PLC, as filed with the Delaware Secretary of State (original filing date: September 14, 2009; last restated: March 22, 2022; Delaware file number: 4827193).

2. Amended and Restated Bylaws of Aurelius Global Media Group PLC (effective March 22, 2022).

3. Board and committee minutes for the period 2021 through the present (2024), including all regular and special meetings of the full Board and of each standing committee (Audit, Compensation, and Nominating & Governance).

4. All existing committee charters (Audit Committee, Compensation Committee, and Nominating & Governance Committee), in their current forms.

5. Marcus Vane's employment agreement, including all amendments thereto and all provisions relating to severance, non-compete and non-solicitation covenants, change-of-control protections, and equity award treatment upon termination.

6. All correspondence with or from Corvus Peak Capital Partners LP and its advisors (Blackthorn Howell & Crane LLP and Falconer Strauss LLC), including the February 12, 2024 demand letter and the formal nomination package delivered March 1, 2024.

7. Corvus Peak's Schedule 13D filings with the SEC, including the initial filing dated January 18, 2024 and the amended filing dated February 26, 2024, together with all exhibits thereto.

8. Current shareholder register and beneficial ownership data, as maintained by the Company's transfer agent, Atlas Shareholder Services Inc., including any recent updates reflecting changes in institutional ownership positions.

9. Directors and Officers liability insurance policy, currently maintained with Helmsley Indemnity Corp. (policy number: HIC-DOL-2024-009347), including all endorsements, riders, and side letters.

10. Any prior board presentations or analyses regarding CEO succession planning, including any materials prepared by management, consultants, or advisors in anticipation of or in response to Mr. Vane's potential departure.

A detailed written request for these and additional materials will follow separately to Ms. Khalil under cover of a formal letter dated March 14, 2024. In the interim, we ask that Ms. Khalil prioritize the production of the Corvus Peak nomination package, the Amended and Restated Bylaws, and the Restated Certificate of Incorporation, as these are essential to the advance notice compliance review (Workstream 1).

V. Coordination with Ashworth Velmoran LLP

We recognize that Ashworth Velmoran LLP has served with distinction as AGMG's standing outside counsel since 2015 under Martin Cho's leadership. C&H has the highest regard for Ashworth Velmoran and its capabilities. The Board's decision to retain independent governance counsel is not a reflection on Ashworth Velmoran's competence or professionalism, but rather a response to the specific circumstances of this situation.

As Dame Elspeth is aware, Corvus Peak has characterized Ashworth Velmoran as "management-aligned" counsel, and has cited the Board's historical reliance on management's outside counsel as evidence of what Corvus Peak calls "governance capture." Whether or not this characterization is fair — and, in our view, it reflects a familiar activist rhetorical strategy rather than a genuine governance concern — the Board's retention of independent counsel addresses the critique directly and positions the Board to demonstrate that it is receiving advice that is independent of management's influence.

C&H will establish a written coordination protocol with Martin Cho that clearly delineates the respective roles and responsibilities of each firm. In broad terms, the allocation of responsibilities will be as follows:

C&H's Role: Independent governance advice to the Board on CEO succession, fiduciary duties, Special Committee matters, and activist response strategy. C&H reports to and takes direction from the Board (through Dame Elspeth and, once formed, the Special Committee), not from management.

Ashworth Velmoran's Role: General corporate, mergers and acquisitions, and SEC reporting matters on behalf of the Company and management. This includes the preparation of proxy materials, SEC filings, stock exchange notifications, and other corporate and regulatory matters.

The coordination protocol will also address mechanisms for information sharing, joint privilege, avoidance of duplication of effort, and procedures for resolving any differences of view between the two firms. We will seek to ensure that the Board receives consistent and coordinated advice at all times.

Target: Coordination letter to Ashworth Velmoran by approximately March 19, 2024.

VI. Preliminary Observations and Cautions

Before concluding, we wish to share several observations that we believe should inform the Board's approach to the matters ahead.

First, the Board faces a situation of considerable complexity. A contested CEO succession — one of the most consequential decisions any board makes — is overlaid with an aggressive activist proxy campaign, and both are unfolding in the context of a dual-listed company subject to both US and UK regulatory regimes. The combination of these elements demands an unusually high level of governance discipline, coordination, and documentation.

Second, the timing of Mr. Vane's resignation deserves careful consideration. Mr. Vane's departure became effective on March 8, 2024 — during the advance notice window and only three days before the window's close on March 11, 2024. Whether this timing was coincidental or deliberate, the effect has been to amplify Corvus Peak's governance critique. The CEO vacancy strengthens Corvus Peak's argument that the Board lacks a credible succession plan, and it creates a narrative vacuum that Corvus Peak will seek to fill with its own account of the Company's governance shortcomings. The Board should be prepared for an escalation of Corvus Peak's public messaging in the coming weeks.

Third, the Board should operate under the assumption that every action taken from this point forward will be subject to potential scrutiny — by Corvus Peak and its advisors, by ISS and Tarrant Partners LLC, by the Company's institutional shareholders, by the financial press, and potentially by the Court of Chancery of the State of Delaware. This does not mean that the Board should be paralyzed by fear of litigation or criticism. It means that the Board should ensure that its decisions are well-reasoned, well-documented, and defensible on the merits.

Fourth, and relatedly, particular caution is warranted regarding the perception that the CEO succession outcome is predetermined in favor of any candidate, whether internal or external. If the Board is perceived to have reached a conclusion before conducting a genuine search — or if the process is structured in a way that appears to favor a particular outcome — the Board's decisions will be vulnerable to challenge. The Interim CEO designation, the apparent factional alignment on the Board, and the presence of the Corvus Peak campaign all heighten this risk. The protocols we will recommend in Workstream 3 are designed to address it directly.

Fifth, we recommend that the full Board be briefed on the four workstreams described in this letter at its next regular meeting. Any significant decisions — including the formation of a Special Committee, the engagement of the executive search firm, and the evaluation of defensive measures — should be taken by the full Board, with appropriate deliberation and documentation. We are available to present to the Board at any time that is convenient.

VII. Proposed Next Steps and Timeline

The following summarizes the anticipated timeline for the immediate period ahead. All dates are subject to adjustment as events develop; in a situation of this nature, flexibility and responsiveness are essential.

We wish to emphasize that the situation is inherently fluid. Corvus Peak may take public or private actions that require an accelerated response. The Company's shareholder base may shift. New information may emerge regarding the nominees or the CEO candidates. C&H stands ready to adjust priorities and timelines as events develop, and we will keep Dame Elspeth and the Board informed of any developments that warrant a change in course.

VIII. Closing

We are confident in the Board's commitment to conducting a thorough, fair, and principled process — both with respect to the CEO succession and with respect to the Board's engagement with its shareholders. The Board has the talent, the experience, and the institutional resources to navigate this situation successfully. C&H is honored to serve as the Board's independent governance counsel, and we will bring the full resources of our Firm to bear on the Board's behalf.

I am personally available at all times. My direct contact information is set forth below, and I encourage Dame Elspeth and any member of the Board to reach out without hesitation. In addition, our London office at 25 Bishopsgate is available for any in-person meetings that Dame Elspeth may find more convenient given her location. We are happy to travel to London at any time.

We respectfully request that this letter be shared with all members of the Board of Directors and with Nadine Khalil, General Counsel and Corporate Secretary. All communications between C&H and the Board — including this letter and any enclosures — are protected by attorney-client privilege and should be treated as strictly confidential. No portion of this letter or its enclosures should be disclosed to third parties without C&H's prior written consent.

We look forward to working with you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower Partner 787 Seventh Avenue New York, NY 10019 Telephone: (212) 548-6124

Email: nbower@calderwoodharkness.com

Enclosure: Engagement Letter dated March 12, 2024

cc: Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC

cc: Colette Whitman, Partner, Calderwood & Harkness LLP

cc: Audrey Zhou, Associate, Calderwood & Harkness LLP

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This letter and any attachments are intended only for the use of the addressee(s) and may contain information that is privileged, confidential, and/or exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies.

Name	Role	Billing Rate
Nathaniel Bower	Responsible Partner	$1,750/hr
Colette Whitman	Billing Partner	$1,625/hr
Audrey Zhou	Lead Associate (6th year)	$985/hr
Brendan Walsh	Working Associate (3rd year)	$725/hr
Shareholder	Ownership (%)	Shares
Corvus Peak Capital Partners LP	8.7%	35,896,200
Thorne Capital Management LP	6.3%	25,993,800
Ridgeway Asset Management Ltd.	5.1%	21,042,600
Windermere Pension Trust	4.4%	18,154,400
Management/Board Insiders (collectively)	3.2%	13,203,200
Date	Deliverable / Action
March 14, 2024	Formal document request to Nadine Khalil; initial $75,000 retainer payment
By March 17–18, 2024	Draft Special Committee charter and formation resolution circulated to Dame Elspeth; memorandum on Special Committee best practices
By March 19, 2024	Coordination protocol letter to Ashworth Velmoran LLP (Martin Cho)
By March 19–20, 2024	Advance notice bylaw compliance review memorandum delivered
By March 20, 2024	CEO search governance protocols memorandum delivered
By March 25, 2024	Comprehensive fiduciary duties memorandum delivered
Late April 2024	Activist response strategy and defense options memorandum delivered

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, NY 10019
Telephone: (212) 548-6000 Facsimile: (212) 548-6001 www.calderwoodharkness.com
March 13, 2024
VIA EMAIL AND INTERNATIONAL COURIER
Dame Elspeth Greenvale Independent Non-Executive Chair Board of Directors Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom
Re: Engagement Confirmation and Initial Recommendations — Matter No. 1017-00002
Dear Dame Elspeth:
On behalf of Calderwood & Harkness LLP ("C&H" or the "Firm"), I write to thank you and the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") for the confidence you have placed in our Firm by retaining us as independent governance counsel to the Board. We are grateful for the Board's trust and take seriously the responsibilities entailed by this engagement.
As you know, the formal engagement letter between C&H and AGMG was executed on March 12, 2024 (the "Engagement Letter"). A copy of the executed Engagement Letter is enclosed with this correspondence for the Board's records. This cover letter is intended to serve two purposes. First, it confirms the key terms of the engagement for the convenience of the Board. Second, and more importantly, it sets forth C&H's preliminary assessment of the priority workstreams that we believe should be pursued in the coming weeks, together with our initial observations and recommendations for the Board's consideration.
We are acutely conscious of the urgency attending this matter. The confluence of the CEO vacancy following the resignation of Marcus Vane, effective March 8, 2024, and the ongoing activist campaign by Corvus Peak Capital Partners LP ("Corvus Peak") creates a situation of significant governance complexity. Both matters demand prompt, coordinated, and well-documented action by the Board. The purpose of this letter is to provide the Board with a clear roadmap for the immediate period ahead so that the Board can move forward with confidence and a shared understanding of its obligations and options.
I. Engagement Confirmation — Summary of Key Terms
The following summarizes the key terms of the Engagement Letter. In the event of any inconsistency between this summary and the Engagement Letter itself, the Engagement Letter controls.
A. Scope of Engagement
Calderwood & Harkness has been retained as independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC (NYSE: AGMG; LSE: AGMG.L) in connection with the following matters:
(i) The CEO succession process following the departure of Marcus Vane, who resigned as Chief Executive Officer effective March 8, 2024, including all matters relating to the designation and oversight of an interim CEO, the design and implementation of a formal succession process, and any related governance considerations; and
(ii) The Board's evaluation of and response to the activist campaign by Corvus Peak Capital Partners LP, an approximately 8.7% shareholder that has disclosed its intention to nominate three director candidates for election at the Company's 2024 Annual General Meeting of Shareholders (the "Annual Meeting"), including proxy contest defense strategy, shareholder engagement, and related fiduciary and regulatory matters.
It is important to emphasize at the outset that C&H's role is distinct from, and complementary to, the role of Ashworth Velmoran LLP ("Ashworth Velmoran"), which continues to serve as the Company's standing outside counsel for general corporate, mergers and acquisitions, and SEC reporting matters under the leadership of Martin Cho. The Board's decision to retain independent governance counsel is consistent with well-established best practices for situations in which an activist campaign raises questions about the alignment between management's interests and the interests of the Board and shareholders as a whole. A coordination protocol between C&H and Ashworth Velmoran will be separately established, as discussed in greater detail below.
Finally, I wish to underscore a fundamental feature of this engagement: C&H represents the Board of Directors as a whole, and not any individual director, officer, or member of the Company's management team. Our duty of loyalty runs to the full Board. If circumstances arise in which the interests of any individual director or officer diverge from those of the Board as a whole, that individual should retain separate counsel. We will communicate this principle to each member of the Board as appropriate.
B. Engagement Team
The following attorneys have been designated as the primary engagement team for this matter:
Colette Whitman brings extensive experience in contested director elections and proxy advisory firm engagement, and will serve as a senior resource throughout this matter. Audrey Zhou, who is already coordinating with your General Counsel's office on initial document production, will serve as the primary day-to-day contact on the C&H side. Brendan Walsh will support the team on research and memoranda preparation.
Additional resources are available as needed from C&H's New York office at 787 Seventh Avenue and from our London office at 25 Bishopsgate, London EC2N 3AR. Given the dual-listed nature of AGMG and the UK regulatory overlay discussed below, we anticipate that our London colleagues may be called upon for specialized advice on FCA disclosure obligations and related matters. We will staff this engagement efficiently and with an eye toward proportionality of cost.
C. Fee Arrangements
Fees for this engagement will be billed on an hourly basis at the rates set forth in the Engagement Letter and summarized above. The Engagement Letter provides for a $75,000 evergreen retainer, to be replenished quarterly. We respectfully request that the initial retainer payment be remitted by March 14, 2024, as provided in the Engagement Letter. C&H will render monthly invoices with detailed time entries describing the work performed. Out-of-pocket expenses — including travel, printing, filing fees, and database charges — will be billed at cost without markup.
D. Conflicts Clearance
C&H's internal conflicts clearance review was completed on March 11, 2024. The review identified no conflicts of interest with respect to Aurelius Global Media Group PLC, Corvus Peak Capital Partners LP, Corvus Peak Management LLC (the general partner of Corvus Peak), or any related party, including the three nominees proposed by Corvus Peak. C&H has no current or recent representations that would impair the independence of our advice to the Board. Should any potential conflict arise during the course of this engagement, we will promptly disclose it to the Board and take appropriate action in accordance with our professional obligations.
II. Background and Current Posture
Before turning to our recommendations, it is useful to set forth the factual context as we understand it, both for the Board's reference and to ensure that C&H's understanding of the relevant facts is complete and accurate. We respectfully request that Dame Elspeth or Ms. Khalil notify us if any of the following is inaccurate or incomplete.
A. CEO Vacancy
Marcus Vane resigned as Chief Executive Officer of AGMG effective March 8, 2024. Mr. Vane had served as CEO since 2016 and was a member of the Board of Directors throughout his tenure. In his public statement, Mr. Vane cited "personal and family considerations" as the basis for his departure.
Under the terms of Mr. Vane's employment agreement, he is entitled to severance payments and benefits valued at approximately $14.8 million, comprised of the following components:
• Two times base salary: 2 × $2,400,000 = $4,800,000
• Two times target annual bonus: 2 × $2,400,000 = $4,800,000
• Accelerated vesting of outstanding equity awards: approximately $5,200,000
Mr. Vane's severance is subject to customary conditions, including an eighteen-month post-termination non-compete covenant that expires on September 8, 2025. We will review the terms of the employment agreement in detail as part of the document review described below.
Following Mr. Vane's resignation, the Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer and an Executive Director, as Interim CEO pending the conclusion of a formal succession process. Ms. Nair-Whitfield has been with AGMG since 2012. She was promoted to Executive Vice President of Streaming in 2017, was named Chief Operating Officer in 2020, and was instrumental in the conceptualization and launch of the Company's Luminos streaming platform in 2019. She is a highly respected member of the senior leadership team. As discussed below, however, the Board must be attentive to the governance implications of the Interim CEO designation as it designs and conducts the formal succession process.
B. Corvus Peak Activist Campaign
The timeline of Corvus Peak's public engagement with the Company is as follows:
January 18, 2024: Corvus Peak filed an initial Schedule 13D with the Securities and Exchange Commission disclosing beneficial ownership of approximately 6.1% of the Company's outstanding shares of common stock.
February 12, 2024: Corvus Peak delivered a demand letter to the Board of Directors, transmitted to Ms. Khalil's office. The letter called upon the Board to (i) appoint two new independent directors with digital media experience, (ii) undertake a formal strategic review of the Company's business portfolio, including a potential separation or divestiture of the E-Commerce & Merchandising segment, and (iii) adopt and publicly disclose a formal CEO succession plan.
February 26, 2024: Corvus Peak filed an amended Schedule 13D disclosing that it had increased its beneficial ownership position to approximately 8.7% of AGMG's outstanding shares, representing approximately 35,896,200 shares of the Company's 412,600,000 shares of common stock outstanding. Based on the disclosures in the amended filing, Corvus Peak's average cost basis is approximately $20.97 per share, representing a total investment of approximately $752.8 million. The amended 13D also announced Corvus Peak's intention to nominate three director candidates for election at the 2024 Annual Meeting.
March 1, 2024: Corvus Peak submitted a formal director nomination package to the Company pursuant to the advance notice provisions of the Amended and Restated Bylaws. The three nominees are:
1. Malcolm Trask (age 58) — Former Chief Executive Officer of Archway Digital Holdings Inc., where he served from 2012 to 2021. Trask oversaw a period of significant growth at Archway before its acquisition by a private equity consortium in 2021.
2. Vanessa Loring (age 44) — Managing Director at Corvus Peak Capital Partners LP, where she leads the firm's media and entertainment investment practice. Loring's nomination underscores Corvus Peak's direct engagement posture.
3. Dr. Raymond Chu (age 61) — Former President and Chief Operating Officer of Helix Media Networks Inc., a publicly traded cable and satellite television company. Dr. Chu holds a doctorate in electrical engineering from MIT and brings a technology-oriented perspective.
Corvus Peak is represented in this campaign by Blackthorn Howell & Crane LLP (lead partner: Dominic Sayer), a firm with a well-established activist-side practice, and has retained Falconer Strauss LLC (lead contact: Derek Huang) as its proxy solicitor. AGMG management engaged Citrine Advisory Group Inc. (lead: Sandra Eriksson) for proxy defense on February 28, 2024.
C. Company Overview
For context, the following summarizes the Company's corporate structure, financial profile, and shareholder base:
Corporate Structure. AGMG is incorporated under the laws of the State of Delaware and is registered as an overseas company in England and Wales. The Company's shares are dual-listed on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange Main Market, premium segment (ticker: AGMG.L). This dual-listing subjects the Company to both US securities laws (including the Securities Exchange Act of 1934, as amended) and UK regulatory requirements (including the FCA's Disclosure Guidance and Transparency Rules and the UK Corporate Governance Code on a comply-or-explain basis).
Financial Profile. As of March 1, 2024, AGMG's market capitalization was approximately £6.82 billion (approximately $8.65 billion). For the fiscal year ended December 31, 2023, the Company reported revenue of $4.37 billion and EBITDA of $812 million, representing an EBITDA margin of approximately 18.6%. The Company employs approximately 23,400 individuals worldwide.
Business Segments. AGMG operates through four business segments:
• Streaming & Digital Content — 42% of FY 2023 revenue. Includes the Luminos streaming platform, digital content licensing, and original programming.
• Live Entertainment & Events — 24% of FY 2023 revenue. Includes touring, venue management, festivals, and experiential events.
• E-Commerce & Merchandising — 19% of FY 2023 revenue. Includes direct-to-consumer merchandise, licensing, and e-commerce platform operations.
• Advertising & Brand Partnerships — 15% of FY 2023 revenue. Includes digital advertising, branded content, and corporate sponsorship arrangements.
Board Composition. The current Board of Directors consists of ten voting members (including one vacancy resulting from Mr. Vane's departure). Nadine Khalil, General Counsel and Corporate Secretary, attends all Board meetings as a non-voting participant.
Shareholder Base. Beyond Corvus Peak, the following are the Company's principal institutional shareholders as reflected in the most recent available filings:
Of the insider holdings, co-founder Hugh Pemberton holds approximately 2.1% of the Company's outstanding shares. The remaining institutional and retail shareholder base is relatively fragmented, a feature that has significant implications for the proxy contest dynamics discussed below.
III. Preliminary Workstream Priorities
Based on C&H's initial review of materials provided to date and our preliminary discussions with Dame Elspeth and Ms. Khalil, we have identified four priority workstreams that we believe should be pursued in parallel over the coming weeks. These workstreams are designed to position the Board to act decisively, defensibly, and in accordance with its fiduciary obligations. We describe each in turn.
Workstream 1: Advance Notice Bylaw Compliance Review
This is the most time-sensitive item on the Board's agenda and must be resolved promptly.
As noted above, Corvus Peak submitted its formal director nomination package on March 1, 2024. The Amended and Restated Bylaws of the Company (effective March 22, 2022) establish an advance notice window for shareholder nominations of director candidates. Based on our preliminary review, the window opened on February 10, 2024 — 120 days before the anniversary of the Company's June 9, 2023 Annual Meeting — and closed on March 11, 2024 — 90 days before that anniversary.
On a calendar basis, the March 1 submission appears to fall within the advance notice window. However, timeliness is only one element of the bylaw compliance analysis. The advance notice provisions impose detailed procedural and substantive requirements on nominating shareholders, including, among other things, required disclosures regarding the nominating shareholder's beneficial ownership, derivative positions, and voting arrangements; representations regarding the nominees' qualifications, independence, and willingness to serve; and specified information concerning the nominees themselves. Failure to comply fully with these requirements can, depending on the nature and materiality of the deficiency, provide grounds for the Board to reject the nomination package as defective.
C&H will conduct a thorough review of the Corvus Peak nomination package against the requirements of the Bylaws. To that end, we respectfully request that Nadine Khalil immediately provide C&H with the complete Corvus Peak nomination package as delivered to the Company, together with confirmation of the date and method of delivery (e.g., overnight courier, hand delivery, email transmission). The precise method and time of delivery may be relevant to the timeliness analysis.
I am pleased to report that C&H's lead associate, Audrey Zhou, is already in contact with Ms. Khalil's office and is coordinating the initial document production.
We wish to flag an important point of timing: any challenge to the timeliness or completeness of the Corvus Peak nominations must be raised promptly. Under applicable law and practice, undue delay in asserting bylaw defenses can constitute waiver. If the Board ultimately determines — based on C&H's analysis — that the nomination package is deficient in any material respect, the Board should be prepared to communicate that determination to Corvus Peak without delay and in a manner that preserves the Company's rights.
We also note that Section 11.1 of the Amended and Restated Bylaws designates the Court of Chancery of the State of Delaware as the exclusive forum for intra-corporate disputes, including any dispute relating to the validity of shareholder nominations. Should the Board elect to challenge the nomination package, the Court of Chancery would be the appropriate venue.
Target delivery of compliance review memorandum: within one week (anticipated by approximately March 19–20, 2024).
Workstream 2: Fiduciary Duties Framework
The Board's handling of the CEO succession process will be evaluated under the fiduciary duty standards applicable to directors of Delaware corporations. The stakes are high: a well-documented, good-faith process provides robust protection for the Board, while a process that is perceived to be inadequate, conflicted, or predetermined exposes directors to challenge.
C&H will prepare a comprehensive memorandum on the fiduciary duties of the Board of Directors in the context of CEO succession under Delaware law. The memorandum will address the duty of care and the duty of loyalty in detail, with particular focus on the following areas:
(a) Enhanced Scrutiny Standards. The memorandum will analyze the enhanced scrutiny standards that may apply to succession decisions, drawing on the Revlon, Unocal, and related lines of precedent. While a CEO succession decision is not a sale-of-the-company transaction in the classic sense, the Delaware courts have signaled that board decisions taken in the context of an activist campaign — particularly decisions that affect control dynamics or the composition of the board — may be subject to heightened judicial review. The Board should assume that its conduct will be evaluated under the most exacting standard that could plausibly apply.
(b) Interim CEO Designation. The memorandum will examine the implications of the Board's designation of Priya Nair-Whitfield as Interim CEO. While the designation was a reasonable and prudent step to ensure continuity of operations, the Board should be aware that it may create an implied precommitment — or, at minimum, an appearance of a predetermined outcome — that could expose the Board to criticism from Corvus Peak and to challenge in the Court of Chancery. The memorandum will recommend protocols designed to ensure that the Interim CEO designation does not foreclose a genuine, open-ended succession process.
(c) Obligation to Conduct a Thorough Process. Delaware law requires that directors act on an informed basis. In the succession context, this means conducting a thorough, fair, and well-documented search process that considers a reasonable range of internal and external candidates. The memorandum will identify the hallmarks of a defensible search process based on relevant case law and best practices.
(d) *Blasius* Enhanced Scrutiny. The memorandum will address the application of Blasius Industries, Inc. v. Atlas Corp. and its progeny to any Board actions that could be characterized as primarily intended to interfere with the shareholder franchise. This is particularly relevant in the context of a contested election: if the Board takes steps — whether in connection with the CEO search or the proxy contest — that are perceived to be motivated by a desire to entrench incumbent directors or management, the courts may apply the compelling justification standard, which is exceedingly difficult to satisfy.
We think it important to bring to the full Board's attention a dynamic that has emerged in our preliminary discussions. Based on our understanding, the current alignment of the Board on the CEO succession question is approximately as follows:
• Four directors are understood to favor Ms. Nair-Whitfield's permanent appointment: Dame Elspeth Greenvale, Lucinda Farrow-Grant, Hugh Pemberton, and Sofia Delgado-Ríos.
• Three directors are understood to favor an external candidate, specifically Jonathan Hale (a former media industry executive): Tobias Kessler, Reginald Osei, and Dr. Anwen Llewellyn.
• One director — Garrett Voss, Chief Financial Officer — is understood to be neutral or undecided.
We note these dynamics not to suggest that directors should suppress their views — to the contrary, robust deliberation is a hallmark of good governance — but to caution that any perceived factional alignment could undermine the credibility and defensibility of the search process. If Corvus Peak or a shareholder plaintiff is able to characterize the succession process as one in which the outcome was determined by factional politics rather than by a fair evaluation of candidates on the merits, the Board's process protections will be significantly weakened. The fiduciary duties memorandum will address this risk in detail and recommend safeguards.
Target delivery of fiduciary duties memorandum: March 25, 2024.
Workstream 3: CEO Search Process Design
Based on our experience in similar situations, C&H recommends that the Board establish a Special Committee of independent, non-executive directors to oversee both the CEO search and the Board's response to the Corvus Peak campaign. The formation of a Special Committee is a well-established governance best practice in contested situations and serves multiple purposes: it signals to shareholders and proxy advisory firms that the Board is conducting a disciplined, independent process; it provides a defined decision-making structure that reduces the risk of leaks, factional dynamics, and ad hoc decision-making; and it creates a defensible record in any subsequent fiduciary duty challenge.
We recommend that the Special Committee be composed of three independent non-executive directors who are free from any actual or perceived conflict of interest with respect to the succession process or the Corvus Peak campaign. C&H will prepare a draft charter and formation resolution for the Board's consideration. The charter will address the Special Committee's mandate, authority, access to independent advisors, budget, and reporting obligations to the full Board.
Search Firm Engagement. C&H understands that the Nominating & Governance Committee is separately evaluating executive search firms to assist in the CEO succession process. We recommend that the Board move promptly to engage a reputable search firm in order to ensure that the process is credible, independent, and well-resourced from the outset. Delay in retaining a search firm would be noted by Corvus Peak and by institutional shareholders, and could be cited as evidence that the Board does not intend to conduct a genuine search. We understand that Hargrove Tate Partners LLC, led by Christine Aldridge, is under consideration, with a proposed flat fee of $750,000 plus expenses, payable in three installments. We have no objection to this engagement based on Hargrove Tate's reputation and capabilities, though we recommend that the final terms be approved by the Special Committee once it is formed.
Governance Protocols. C&H will prepare a memorandum on recommended governance protocols for the CEO search process. These protocols will address, at a minimum, the following subjects:
(i) Evaluation criteria and scoring framework for internal and external candidates, designed to ensure that all candidates are assessed on the same dimensions (e.g., strategic vision, operational experience, industry knowledge, leadership style, cultural fit, and public-company governance experience) using a standardized and documented methodology.
(ii) Interview protocols and documentation standards, including a recommended format for interview notes, a schedule of required interviews with the Special Committee and the full Board, and guidelines for the treatment of confidential information provided by candidates.
(iii) Role delineation between the Special Committee, the full Board, and the search firm, to ensure that the Special Committee maintains control over the process while keeping the full Board appropriately informed and preserving the full Board's ultimate authority to select the CEO.
(iv) Safeguards against the perception of predetermination, including measures to ensure that Ms. Nair-Whitfield is evaluated on the same terms as external candidates, that external candidates are given meaningful consideration, and that the process is not structured in a manner that advantages or disadvantages any particular candidate.
We cannot overstate the critical importance of contemporaneous documentation at every stage of the search process. In any subsequent fiduciary duty challenge, the single most important factor in the Board's defense will be the quality and completeness of the contemporaneous record. Board and committee minutes should be detailed, should reflect the substance of deliberations (not merely the conclusions reached), and should document the factors considered, the alternatives evaluated, and the reasons for the decisions made. We will provide specific guidance on documentation standards in the governance protocols memorandum.
Target delivery of Special Committee charter, formation resolution, and governance protocols memorandum: within the next week (anticipated March 17–20, 2024).
Workstream 4: Activist Response Strategy
The final priority workstream is the development of a comprehensive strategy for the Board's response to the Corvus Peak proxy contest. This workstream is less immediately time-sensitive than Workstreams 1 through 3, as the Annual Meeting is not expected to occur until June 2024. However, the lead time required for a well-prepared proxy defense is substantial, and we recommend that work begin promptly.
The initial elements of the activist response strategy will include the following:
(a) Shareholder Base Analysis and Vote Projection. C&H, in coordination with Citrine Advisory Group, will conduct a detailed analysis of AGMG's shareholder base. With 412,600,000 shares outstanding and a relatively fragmented institutional shareholder base (no single holder above 8.7%), the outcome of a proxy contest will depend on the ability of each side to mobilize a broad coalition of institutional investors. We will prepare a preliminary vote projection model that identifies persuadable shareholders, analyzes their historical voting patterns, and estimates the likely margin of victory or defeat under various turnout and voting scenarios.
(b) Proxy Advisory Firm Analysis. ISS (Thackeray Health IT) and Tarrant Partners LLC are the two dominant proxy advisory firms, and their recommendations carry substantial weight with institutional investors. C&H will assess the likely recommendations of both firms under their published voting guidelines, taking into account AGMG's governance profile. We note that several features of AGMG's governance structure are favorable from a proxy advisory firm perspective: the Board has been declassified since 2021, majority voting in uncontested elections has been adopted, and there is no shareholder rights plan currently in place. The plurality voting standard applicable in contested elections, however, means that the three Corvus Peak nominees need only receive more votes than the three lowest-voted incumbent candidates in order to be elected. This is a significant tactical consideration.
(c) Defensive Measures Evaluation. We will evaluate the range of available defensive measures, including whether the adoption of a shareholder rights plan (commonly known as a "poison pill") would be proportionate and defensible in light of Corvus Peak's 8.7% stake. Under Moran v. Household International, Inc. and the Unocal/Unitrin line of cases, a rights plan must be reasonable in relation to the threat posed. Our preliminary view is that caution is warranted at the current stake level: while an 8.7% stake is significant, it is well below the ownership thresholds at which rights plans are typically deployed, and the adoption of a pill at this juncture could be perceived by ISS, Tarrant Partners LLC, and institutional investors as an overreaction that undermines the Board's credibility. This question requires, however, a full analysis that we will undertake in the coming weeks.
(d) Jonathan Hale Assessment. C&H understands that Jonathan Hale has emerged as the leading external CEO candidate favored by certain members of the Board. We will assess Mr. Hale's candidacy, including any potential conflict of interest arising from his relationship with Damien Solberg, the founder and Managing Partner of Corvus Peak. It is our understanding that Mr. Hale and Mr. Solberg served together on the board of directors of Keystone Digital Ventures Ltd., a UK-based media technology company. While this connection does not necessarily disqualify Mr. Hale as a candidate, it raises questions that Corvus Peak could exploit — or, conversely, that could be cited by institutional investors as evidence of undue Corvus Peak influence over the succession process. The nature and extent of the Hale-Solberg relationship must be thoroughly investigated and disclosed to the full Board.
(e) Settlement and Engagement Considerations. Not every activist campaign need end in a proxy fight. C&H will advise the Board on whether and when it may be advisable to engage with Corvus Peak on a negotiated resolution. A settlement could take many forms, including the addition of one or more mutually agreed independent directors, the adoption of governance reforms, or the establishment of a strategic review committee. The decision of whether to engage in settlement discussions is, of course, a matter for the Board's judgment, informed by the Board's assessment of the strength of its position and the likely outcome of a contested vote. We will provide a framework for evaluating settlement options as part of the defense strategy memorandum.
UK Regulatory Overlay. Because AGMG shares are admitted to trading on the London Stock Exchange Main Market (premium segment), the Company is subject to the FCA's Disclosure Guidance and Transparency Rules, including DTR 5, which imposes major shareholding notification obligations. These obligations interact with, but are not coextensive with, the US proxy disclosure rules under Section 14 of the Securities Exchange Act of 1934 and Regulation 14A. C&H will prepare a separate memorandum addressing the interplay of these regulatory regimes and identifying any compliance considerations that the Board and management should address.
C&H will coordinate closely with Citrine Advisory Group (Sandra Eriksson) on proxy solicitation matters, including the development of shareholder engagement materials and the management of the proxy solicitation process. We will also coordinate with Ashworth Velmoran (Martin Cho) on SEC filing requirements, including the preparation of the Company's proxy statement and any soliciting materials.
Target delivery of initial defense strategy memorandum: late April 2024.
IV. Immediate Document and Information Request
To support the workstreams outlined above, C&H respectfully requests that Nadine Khalil, General Counsel and Corporate Secretary, provide the following documents and information at her earliest convenience:
1. Restated Certificate of Incorporation of Aurelius Global Media Group PLC, as filed with the Delaware Secretary of State (original filing date: September 14, 2009; last restated: March 22, 2022; Delaware file number: 4827193).
2. Amended and Restated Bylaws of Aurelius Global Media Group PLC (effective March 22, 2022).
3. Board and committee minutes for the period 2021 through the present (2024), including all regular and special meetings of the full Board and of each standing committee (Audit, Compensation, and Nominating & Governance).
4. All existing committee charters (Audit Committee, Compensation Committee, and Nominating & Governance Committee), in their current forms.
5. Marcus Vane's employment agreement, including all amendments thereto and all provisions relating to severance, non-compete and non-solicitation covenants, change-of-control protections, and equity award treatment upon termination.
6. All correspondence with or from Corvus Peak Capital Partners LP and its advisors (Blackthorn Howell & Crane LLP and Falconer Strauss LLC), including the February 12, 2024 demand letter and the formal nomination package delivered March 1, 2024.
7. Corvus Peak's Schedule 13D filings with the SEC, including the initial filing dated January 18, 2024 and the amended filing dated February 26, 2024, together with all exhibits thereto.
8. Current shareholder register and beneficial ownership data, as maintained by the Company's transfer agent, Atlas Shareholder Services Inc., including any recent updates reflecting changes in institutional ownership positions.
9. Directors and Officers liability insurance policy, currently maintained with Helmsley Indemnity Corp. (policy number: HIC-DOL-2024-009347), including all endorsements, riders, and side letters.
10. Any prior board presentations or analyses regarding CEO succession planning, including any materials prepared by management, consultants, or advisors in anticipation of or in response to Mr. Vane's potential departure.
A detailed written request for these and additional materials will follow separately to Ms. Khalil under cover of a formal letter dated March 14, 2024. In the interim, we ask that Ms. Khalil prioritize the production of the Corvus Peak nomination package, the Amended and Restated Bylaws, and the Restated Certificate of Incorporation, as these are essential to the advance notice compliance review (Workstream 1).
V. Coordination with Ashworth Velmoran LLP
We recognize that Ashworth Velmoran LLP has served with distinction as AGMG's standing outside counsel since 2015 under Martin Cho's leadership. C&H has the highest regard for Ashworth Velmoran and its capabilities. The Board's decision to retain independent governance counsel is not a reflection on Ashworth Velmoran's competence or professionalism, but rather a response to the specific circumstances of this situation.
As Dame Elspeth is aware, Corvus Peak has characterized Ashworth Velmoran as "management-aligned" counsel, and has cited the Board's historical reliance on management's outside counsel as evidence of what Corvus Peak calls "governance capture." Whether or not this characterization is fair — and, in our view, it reflects a familiar activist rhetorical strategy rather than a genuine governance concern — the Board's retention of independent counsel addresses the critique directly and positions the Board to demonstrate that it is receiving advice that is independent of management's influence.
C&H will establish a written coordination protocol with Martin Cho that clearly delineates the respective roles and responsibilities of each firm. In broad terms, the allocation of responsibilities will be as follows:
C&H's Role: Independent governance advice to the Board on CEO succession, fiduciary duties, Special Committee matters, and activist response strategy. C&H reports to and takes direction from the Board (through Dame Elspeth and, once formed, the Special Committee), not from management.
Ashworth Velmoran's Role: General corporate, mergers and acquisitions, and SEC reporting matters on behalf of the Company and management. This includes the preparation of proxy materials, SEC filings, stock exchange notifications, and other corporate and regulatory matters.
The coordination protocol will also address mechanisms for information sharing, joint privilege, avoidance of duplication of effort, and procedures for resolving any differences of view between the two firms. We will seek to ensure that the Board receives consistent and coordinated advice at all times.
Target: Coordination letter to Ashworth Velmoran by approximately March 19, 2024.
VI. Preliminary Observations and Cautions
Before concluding, we wish to share several observations that we believe should inform the Board's approach to the matters ahead.
First, the Board faces a situation of considerable complexity. A contested CEO succession — one of the most consequential decisions any board makes — is overlaid with an aggressive activist proxy campaign, and both are unfolding in the context of a dual-listed company subject to both US and UK regulatory regimes. The combination of these elements demands an unusually high level of governance discipline, coordination, and documentation.
Second, the timing of Mr. Vane's resignation deserves careful consideration. Mr. Vane's departure became effective on March 8, 2024 — during the advance notice window and only three days before the window's close on March 11, 2024. Whether this timing was coincidental or deliberate, the effect has been to amplify Corvus Peak's governance critique. The CEO vacancy strengthens Corvus Peak's argument that the Board lacks a credible succession plan, and it creates a narrative vacuum that Corvus Peak will seek to fill with its own account of the Company's governance shortcomings. The Board should be prepared for an escalation of Corvus Peak's public messaging in the coming weeks.
Third, the Board should operate under the assumption that every action taken from this point forward will be subject to potential scrutiny — by Corvus Peak and its advisors, by ISS and Tarrant Partners LLC, by the Company's institutional shareholders, by the financial press, and potentially by the Court of Chancery of the State of Delaware. This does not mean that the Board should be paralyzed by fear of litigation or criticism. It means that the Board should ensure that its decisions are well-reasoned, well-documented, and defensible on the merits.
Fourth, and relatedly, particular caution is warranted regarding the perception that the CEO succession outcome is predetermined in favor of any candidate, whether internal or external. If the Board is perceived to have reached a conclusion before conducting a genuine search — or if the process is structured in a way that appears to favor a particular outcome — the Board's decisions will be vulnerable to challenge. The Interim CEO designation, the apparent factional alignment on the Board, and the presence of the Corvus Peak campaign all heighten this risk. The protocols we will recommend in Workstream 3 are designed to address it directly.
Fifth, we recommend that the full Board be briefed on the four workstreams described in this letter at its next regular meeting. Any significant decisions — including the formation of a Special Committee, the engagement of the executive search firm, and the evaluation of defensive measures — should be taken by the full Board, with appropriate deliberation and documentation. We are available to present to the Board at any time that is convenient.
VII. Proposed Next Steps and Timeline
The following summarizes the anticipated timeline for the immediate period ahead. All dates are subject to adjustment as events develop; in a situation of this nature, flexibility and responsiveness are essential.
We wish to emphasize that the situation is inherently fluid. Corvus Peak may take public or private actions that require an accelerated response. The Company's shareholder base may shift. New information may emerge regarding the nominees or the CEO candidates. C&H stands ready to adjust priorities and timelines as events develop, and we will keep Dame Elspeth and the Board informed of any developments that warrant a change in course.
VIII. Closing
We are confident in the Board's commitment to conducting a thorough, fair, and principled process — both with respect to the CEO succession and with respect to the Board's engagement with its shareholders. The Board has the talent, the experience, and the institutional resources to navigate this situation successfully. C&H is honored to serve as the Board's independent governance counsel, and we will bring the full resources of our Firm to bear on the Board's behalf.
I am personally available at all times. My direct contact information is set forth below, and I encourage Dame Elspeth and any member of the Board to reach out without hesitation. In addition, our London office at 25 Bishopsgate is available for any in-person meetings that Dame Elspeth may find more convenient given her location. We are happy to travel to London at any time.
We respectfully request that this letter be shared with all members of the Board of Directors and with Nadine Khalil, General Counsel and Corporate Secretary. All communications between C&H and the Board — including this letter and any enclosures — are protected by attorney-client privilege and should be treated as strictly confidential. No portion of this letter or its enclosures should be disclosed to third parties without C&H's prior written consent.
We look forward to working with you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower Partner 787 Seventh Avenue New York, NY 10019 Telephone: (212) 548-6124
Email: nbower@calderwoodharkness.com
Enclosure: Engagement Letter dated March 12, 2024
cc: Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC
cc: Colette Whitman, Partner, Calderwood & Harkness LLP
cc: Audrey Zhou, Associate, Calderwood & Harkness LLP
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This letter and any attachments are intended only for the use of the addressee(s) and may contain information that is privileged, confidential, and/or exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies.
Name | Role | Billing Rate
Nathaniel Bower | Responsible Partner | $1,750/hr
Colette Whitman | Billing Partner | $1,625/hr
Audrey Zhou | Lead Associate (6th year) | $985/hr
Brendan Walsh | Working Associate (3rd year) | $725/hr
Shareholder | Ownership (%) | Shares
Corvus Peak Capital Partners LP | 8.7% | 35,896,200
Thorne Capital Management LP | 6.3% | 25,993,800
Ridgeway Asset Management Ltd. | 5.1% | 21,042,600
Windermere Pension Trust | 4.4% | 18,154,400
Management/Board Insiders (collectively) | 3.2% | 13,203,200
Date | Deliverable / Action
March 14, 2024 | Formal document request to Nadine Khalil; initial $75,000 retainer payment
By March 17–18, 2024 | Draft Special Committee charter and formation resolution circulated to Dame Elspeth; memorandum on Special Committee best practices
By March 19, 2024 | Coordination protocol letter to Ashworth Velmoran LLP (Martin Cho)
By March 19–20, 2024 | Advance notice bylaw compliance review memorandum delivered
By March 20, 2024 | CEO search governance protocols memorandum delivered
By March 25, 2024 | Comprehensive fiduciary duties memorandum delivered
Late April 2024 | Activist response strategy and defense options memorandum delivered

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