1017-00002 · Aurelius Global Media Group · documents

letter-bower-to-greenvale-final-deliverables.docx DOCUMENT M&A / Corporate

39 / 75 ← → ✕

Contract analysis Extract to table

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

787 Seventh Avenue New York, NY 10019

25 Bishopsgate London EC2N 3AR United Kingdom

July 1, 2024

VIA ENCRYPTED EMAIL AND INTERNATIONAL COURIER

Dame Elspeth Greenvale Independent Non-Executive Chair (Transitional) Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom

Re: Matter No. 1017-00002 — Final Deliverables Transmittal

Dear Dame Elspeth,

I write to formally transmit to you the final package of work product and transition materials prepared by Calderwood & Harkness LLP in connection with the firm's engagement as independent board governance counsel to the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company"). This engagement was governed by our engagement letter dated March 12, 2024, as amended by the amended engagement letter dated April 22, 2024, which expanded the scope of our mandate to include coordination on the strategic alternatives review with Stonebridge Crane & Co. as the Board's financial advisor. As you know, the Board notified us on June 21, 2024, that the engagement would be terminated effective July 8, 2024. The enclosed materials are being transmitted in advance of the formal termination date in order to afford the Board and successor counsel adequate time for review, onboarding, and familiarization with the full body of work product developed during the course of our representation. All materials relate to the above-referenced matter, Matter No. 1017-00002.

Description of Enclosed Deliverables

Enclosed with this letter, please find four documents constituting the complete set of final deliverables. Each is dated July 1, 2024, and is described in further detail below.

1. Transition Memorandum: Summary of Engagement Work Product

The first enclosure is a comprehensive memorandum cataloging all advice provided by Calderwood & Harkness during the engagement period, which runs from March 12, 2024, through the effective termination date of July 8, 2024. The Transition Memorandum is organized around the principal workstreams that defined the engagement, which are as follows:

(i) board fiduciary duties in the context of CEO succession planning and the search process;

(ii) proxy contest defense and response to the activist campaign initiated by Corvus Peak Capital Partners LP ("Corvus Peak");

(iii) formation of, and ongoing support to, the Special Committee of Independent Directors, composed of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn;

(iv) response to the DGCL Section 220 books-and-records demand served by Corvus Peak;

(v) evaluation of defensive measures available to the Board, including a detailed analysis of the advisability of adopting a shareholder rights plan (commonly known as a "poison pill");

(vi) coordination with Stonebridge Crane & Co. on the strategic alternatives review process authorized by the Board on April 22, 2024; and

(vii) post-Annual General Meeting ("AGM") reconstitution guidance.

The Transition Memorandum includes a summary of all substantive legal memoranda and other deliverables transmitted to the Board during the engagement, totaling seventy-five (75) individual items of work product. These are broken down by category as follows: twelve (12) fiduciary duty and corporate governance memoranda; fourteen (14) proxy contest and shareholder activism documents, including correspondence with Corvus Peak and its counsel; eight (8) materials prepared for or at the direction of the Special Committee; ten (10) draft board resolutions; and five (5) documents related to the strategic alternatives review.

The memorandum also identifies the key recommendations made by Calderwood & Harkness over the course of the engagement. Of particular significance are (a) our recommendation, delivered on April 10, 2024, against the adoption of a shareholder rights plan, which we concluded was unlikely to withstand judicial scrutiny under the prevailing circumstances and risked escalating the confrontation with Corvus Peak without providing meaningful strategic benefit to the Board; and (b) our recommendation, delivered on May 30, 2024, in favor of pursuing a negotiated two-seat board settlement with Corvus Peak in advance of the AGM, which the Board ultimately declined to accept.

The Transition Memorandum further notes that following the reconstitution of the Board at the Annual General Meeting held on June 7, 2024, the reconstituted Board voted to table the CEO succession process indefinitely and, on June 14, 2024, formally dissolved the Special Committee. Both of these actions occurred after the contested election and the seating of two Corvus Peak-nominated directors. These decisions and their governance implications are discussed in the memorandum.

2. Privilege Log — Materials Withheld from § 220 Production

The second enclosure is the final privilege log listing all documents that were withheld from production in response to the books-and-records demand served by Corvus Peak under Section 220 of the Delaware General Corporation Law ("DGCL") on March 22, 2024. Each entry in the privilege log includes a description of the document, the date of creation or transmission, the author or originator, the recipients, and the specific privilege basis asserted for withholding (attorney-client privilege and/or the work product doctrine, as applicable).

The formal response to the Section 220 demand was transmitted on April 2, 2024, to Dominic Sayer of Blackthorn Howell & Crane LLP, counsel to Corvus Peak. In that response, Calderwood & Harkness, on behalf of the Board, offered a narrowed production of non-privileged corporate records responsive to certain categories of the demand, while objecting to the production of (a) privileged materials relating to the CEO search process, including all communications between the Board and the executive search firm Hargrove Tate Partners LLC, and (b) all attorney-client communications between Calderwood & Harkness and the Board, the Special Committee, or management. The production was made on a rolling basis through April 19, 2024.

I wish to flag that the Section 220 demand remains an open matter. Corvus Peak has not formally withdrawn the demand, and Blackthorn Howell & Crane LLP indicated in correspondence dated May 15, 2024, that it reserved all rights to seek judicial enforcement in the Court of Chancery of the State of Delaware. This matter will require the continued attention of successor counsel, as discussed in the Status Memorandum described below.

3. Index of Work Product Delivered to Client

The third enclosure is a complete chronological index of all memoranda, draft board resolutions, correspondence, presentations, and other deliverables produced by Calderwood & Harkness and delivered to the Board, the Special Committee, or Nadine Khalil in her capacity as General Counsel and Corporate Secretary during the engagement period. The index is organized by date and includes, for each item, the document type, title, and addressee or recipient. In total, the index covers seventy-five (75) individual items of work product spanning the period from March 12, 2024, through July 1, 2024. Cross-references are provided to the workstream categories established in the Transition Memorandum to facilitate ease of navigation by successor counsel.

4. Status Memorandum: Open and Unresolved Issues at Termination

The fourth and final enclosure is a memorandum identifying the principal pending matters that remain open or unresolved as of the termination of Calderwood & Harkness's engagement and that will require the attention of successor counsel. Five matters are identified:

(a) DGCL § 220 Demand. As noted above, the books-and-records demand served by Corvus Peak on March 22, 2024, remains unresolved. Corvus Peak has not withdrawn the demand, and there is a meaningful possibility that Corvus Peak may initiate litigation to enforce the demand in the Court of Chancery of the State of Delaware, which is the designated forum under Section 11.1 of AGMG's Amended and Restated Bylaws. Successor counsel should evaluate whether the privilege log requires updating in light of any additional documents created since the initial production, including materials generated through the conclusion of our engagement. The Status Memorandum discusses the posture of this matter in detail and identifies the key documents and correspondence in the record.

(b) D&O Tail Coverage for Departing Directors. Three directors who departed the Board following the reconstitution at the June 7, 2024 AGM — Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos — require confirmation of continuing coverage under the Company's directors' and officers' liability insurance policy issued by Helmsley Indemnity Corp., Policy No. HIC-DOL-2024-009347. The policy provides coverage of seventy-five million dollars ($75,000,000) per occurrence and one hundred fifty million dollars ($150,000,000) in the aggregate, for the policy period of January 1, 2024, through December 31, 2024, with an annual premium of three million eight hundred thousand dollars ($3,800,000). Successor counsel should complete the tail coverage analysis for the departing directors and ensure that all applicable notice obligations under the policy are timely fulfilled. The Status Memorandum identifies the relevant policy provisions and applicable notice deadlines.

(c) Hargrove Tate Partners LLC Contract. The engagement of Hargrove Tate Partners LLC as the Company's executive search firm was authorized by the Board on March 15, 2024, in connection with the CEO succession process. The total engagement fee is seven hundred fifty thousand dollars ($750,000), payable in three equal installments. Only the first tranche of two hundred fifty thousand dollars ($250,000) has been paid. With the indefinite tabling of the CEO search on June 14, 2024, the remaining contractual obligation of five hundred thousand dollars ($500,000) requires review by successor counsel. The engagement agreement contains termination for convenience provisions that should be evaluated to determine the Company's exposure and the advisability of formal termination of the engagement. The Status Memorandum includes a summary of the material terms of the Hargrove Tate engagement letter.

(d) Stonebridge Crane & Co. Financial Advisory Engagement. The Board authorized the engagement of Stonebridge Crane & Co. as the Company's financial advisor in connection with the strategic alternatives review on April 22, 2024. The engagement provides for a monthly retainer of two hundred fifty thousand dollars ($250,000) and a transaction fee equal to twenty-five hundredths of one percent (0.25%) of enterprise value in the event a qualifying change-of-control transaction is consummated. If the strategic alternatives review is formally terminated, the engagement agreement provides for a twelve (12)-month tail period during which the transaction fee remains payable on any change-of-control transaction. Based on AGMG's estimated enterprise value of approximately eight billion six hundred fifty million dollars ($8,650,000,000), the tail fee exposure is approximately twenty-one million six hundred thousand dollars ($21,600,000). The management of the engagement termination provisions and the tail period is a matter of significant economic consequence to the Company and should be carefully addressed by successor counsel in consultation with the Board. The Status Memorandum sets forth the relevant provisions of the Stonebridge Crane engagement letter and our analysis of the applicable fee exposure.

(e) Continuing FCA/DTR Disclosure Obligations. AGMG's ordinary shares are admitted to the premium segment of the Official List maintained by the Financial Conduct Authority ("FCA") and trade on the Main Market of the London Stock Exchange under the ticker symbol AGMG.L. The Company is accordingly subject to the continuing obligations set forth in the FCA's Disclosure Guidance and Transparency Rules ("DTR"), including the major shareholding notification obligations under DTR 5. These obligations require ongoing monitoring, particularly in light of the possibility of further share accumulation by Corvus Peak or by other activist investors. The Status Memorandum identifies the applicable DTR thresholds and the Company's recent notification history. This is a matter that warrants close coordination between successor governance counsel and the Company's UK regulatory advisors.

Observations Regarding Transition to Successor Counsel

We note that the reconstituted Board announced on June 17, 2024, its intention to engage new governance counsel. Calderwood & Harkness is fully prepared to cooperate with successor counsel to facilitate an orderly and comprehensive transition. To that end, I and my partner Colette Whitman, who served as the senior associate lead on the engagement, are available for a transition call or meeting with successor counsel at a mutually convenient time, subject to applicable privilege considerations and the direction of the Board. We would ask that any such transition discussions be coordinated through Nadine Khalil to ensure that the Board's interests, including the preservation of attorney-client privilege, are appropriately protected.

Please also be advised that Calderwood & Harkness will retain copies of all work product in the firm's files in accordance with the firm's document retention policy, which provides for a minimum seven (7)-year retention hold following the conclusion of an engagement. All such materials remain subject to the attorney-client privilege held by Aurelius Global Media Group PLC, acting through its Board of Directors, and will not be disclosed, produced, or made available to any third party without the Board's express authorization.

Privilege and Confidentiality Reminder

I take this opportunity to remind you that all enclosed materials — and all other communications and work product generated in connection with this engagement — are protected by the attorney-client privilege and the work product doctrine. The privilege belongs to Aurelius Global Media Group PLC, acting through its Board of Directors, and may only be waived by the Board.

I respectfully caution against disclosure of any privileged materials to third parties without the prior authorization of the Board, including, in particular, any disclosure to Corvus Peak Capital Partners LP or its counsel, Blackthorn Howell & Crane LLP. I note in this regard the public reporting that the reconstituted Board may be considering the engagement of Blackthorn Howell & Crane LLP as successor governance counsel. Were Blackthorn Howell & Crane to be engaged in that capacity, the Board should give careful consideration to the implications for the preservation of privilege with respect to Calderwood & Harkness's work product, particularly given Blackthorn Howell & Crane's prior and continuing representation of Corvus Peak in connection with the activist campaign and the pending Section 220 demand. Any waiver of privilege, whether intentional or inadvertent, as to any Calderwood & Harkness work product should be considered carefully by the Board with the advice of independent counsel, with particular attention to the risks posed by the unresolved Section 220 demand.

Final Administrative Matters

The final invoice for Calderwood & Harkness's services will be submitted on July 8, 2024, coinciding with the formal termination date of the engagement. That invoice will reflect the outstanding balance of three hundred twelve thousand eight hundred seventeen dollars ($312,817). For the Board's reference, the total fees billed for the engagement amount to one million thirty-four thousand six hundred twenty-five dollars ($1,034,625), and total expenses amount to thirty-eight thousand four hundred forty-two dollars ($38,442), for a grand total of one million seventy-three thousand sixty-seven dollars ($1,073,067).

We respectfully request that payment of the final outstanding balance be directed to Calderwood & Harkness's account in accordance with the banking details provided in the original engagement letter dated March 12, 2024. We note that the quarterly retainer replenishment of seventy-five thousand dollars ($75,000), which was received on June 14, 2024, will be credited against the final invoice, and any unused portion thereof will be applied to reduce the outstanding balance accordingly.

Closing Remarks

On behalf of Calderwood & Harkness, I wish to express our sincere appreciation for the opportunity to serve the Board during what has been a complex and consequential period in the Company's history. The challenges presented by the concurrent CEO succession process, the Corvus Peak activist campaign, and the strategic alternatives review required careful and sustained attention, and we are grateful for the confidence the Board placed in us.

I would like to acknowledge, in particular, your leadership as Chair, including your commitment to continuing in a transitional capacity through September 30, 2024, to ensure stability and continuity for the reconstituted Board. Your stewardship of the governance process throughout this engagement was exemplary, and it was a privilege to work alongside you.

I also wish to note our appreciation for the outstanding professional collaboration with Nadine Khalil throughout the engagement. Her responsiveness, judgment, and dedication to the Company's interests were invaluable and contributed greatly to the effectiveness of our work on behalf of the Board.

Finally, please be advised that Calderwood & Harkness remains available to assist the Board on any discrete matters that may arise following the termination of the engagement, subject to the execution of a new engagement letter and the resolution of any conflicts of interest review that may be required.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower Partner

787 Seventh Avenue New York, NY 10019 Direct: +1 (212) 558-7241

Email: nbower@calderwoodharkness.com

Enclosures (4):

1. Transition Memorandum: Summary of Engagement Work Product (July 1, 2024)

2. Privilege Log — Materials Withheld from § 220 Production (July 1, 2024)

3. Index of Work Product Delivered to Client (July 1, 2024)

4. Status Memorandum: Open and Unresolved Issues at Termination (July 1, 2024)

cc: Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC cc: Colette Whitman, Partner, Calderwood & Harkness LLP (internal)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP
787 Seventh Avenue New York, NY 10019
25 Bishopsgate London EC2N 3AR United Kingdom
July 1, 2024
VIA ENCRYPTED EMAIL AND INTERNATIONAL COURIER
Dame Elspeth Greenvale Independent Non-Executive Chair (Transitional) Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom
Re: Matter No. 1017-00002 — Final Deliverables Transmittal
Dear Dame Elspeth,
I write to formally transmit to you the final package of work product and transition materials prepared by Calderwood & Harkness LLP in connection with the firm's engagement as independent board governance counsel to the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company"). This engagement was governed by our engagement letter dated March 12, 2024, as amended by the amended engagement letter dated April 22, 2024, which expanded the scope of our mandate to include coordination on the strategic alternatives review with Stonebridge Crane & Co. as the Board's financial advisor. As you know, the Board notified us on June 21, 2024, that the engagement would be terminated effective July 8, 2024. The enclosed materials are being transmitted in advance of the formal termination date in order to afford the Board and successor counsel adequate time for review, onboarding, and familiarization with the full body of work product developed during the course of our representation. All materials relate to the above-referenced matter, Matter No. 1017-00002.
Description of Enclosed Deliverables
Enclosed with this letter, please find four documents constituting the complete set of final deliverables. Each is dated July 1, 2024, and is described in further detail below.
1. Transition Memorandum: Summary of Engagement Work Product
The first enclosure is a comprehensive memorandum cataloging all advice provided by Calderwood & Harkness during the engagement period, which runs from March 12, 2024, through the effective termination date of July 8, 2024. The Transition Memorandum is organized around the principal workstreams that defined the engagement, which are as follows:
(i) board fiduciary duties in the context of CEO succession planning and the search process;
(ii) proxy contest defense and response to the activist campaign initiated by Corvus Peak Capital Partners LP ("Corvus Peak");
(iii) formation of, and ongoing support to, the Special Committee of Independent Directors, composed of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn;
(iv) response to the DGCL Section 220 books-and-records demand served by Corvus Peak;
(v) evaluation of defensive measures available to the Board, including a detailed analysis of the advisability of adopting a shareholder rights plan (commonly known as a "poison pill");
(vi) coordination with Stonebridge Crane & Co. on the strategic alternatives review process authorized by the Board on April 22, 2024; and
(vii) post-Annual General Meeting ("AGM") reconstitution guidance.
The Transition Memorandum includes a summary of all substantive legal memoranda and other deliverables transmitted to the Board during the engagement, totaling seventy-five (75) individual items of work product. These are broken down by category as follows: twelve (12) fiduciary duty and corporate governance memoranda; fourteen (14) proxy contest and shareholder activism documents, including correspondence with Corvus Peak and its counsel; eight (8) materials prepared for or at the direction of the Special Committee; ten (10) draft board resolutions; and five (5) documents related to the strategic alternatives review.
The memorandum also identifies the key recommendations made by Calderwood & Harkness over the course of the engagement. Of particular significance are (a) our recommendation, delivered on April 10, 2024, against the adoption of a shareholder rights plan, which we concluded was unlikely to withstand judicial scrutiny under the prevailing circumstances and risked escalating the confrontation with Corvus Peak without providing meaningful strategic benefit to the Board; and (b) our recommendation, delivered on May 30, 2024, in favor of pursuing a negotiated two-seat board settlement with Corvus Peak in advance of the AGM, which the Board ultimately declined to accept.
The Transition Memorandum further notes that following the reconstitution of the Board at the Annual General Meeting held on June 7, 2024, the reconstituted Board voted to table the CEO succession process indefinitely and, on June 14, 2024, formally dissolved the Special Committee. Both of these actions occurred after the contested election and the seating of two Corvus Peak-nominated directors. These decisions and their governance implications are discussed in the memorandum.
2. Privilege Log — Materials Withheld from § 220 Production
The second enclosure is the final privilege log listing all documents that were withheld from production in response to the books-and-records demand served by Corvus Peak under Section 220 of the Delaware General Corporation Law ("DGCL") on March 22, 2024. Each entry in the privilege log includes a description of the document, the date of creation or transmission, the author or originator, the recipients, and the specific privilege basis asserted for withholding (attorney-client privilege and/or the work product doctrine, as applicable).
The formal response to the Section 220 demand was transmitted on April 2, 2024, to Dominic Sayer of Blackthorn Howell & Crane LLP, counsel to Corvus Peak. In that response, Calderwood & Harkness, on behalf of the Board, offered a narrowed production of non-privileged corporate records responsive to certain categories of the demand, while objecting to the production of (a) privileged materials relating to the CEO search process, including all communications between the Board and the executive search firm Hargrove Tate Partners LLC, and (b) all attorney-client communications between Calderwood & Harkness and the Board, the Special Committee, or management. The production was made on a rolling basis through April 19, 2024.
I wish to flag that the Section 220 demand remains an open matter. Corvus Peak has not formally withdrawn the demand, and Blackthorn Howell & Crane LLP indicated in correspondence dated May 15, 2024, that it reserved all rights to seek judicial enforcement in the Court of Chancery of the State of Delaware. This matter will require the continued attention of successor counsel, as discussed in the Status Memorandum described below.
3. Index of Work Product Delivered to Client
The third enclosure is a complete chronological index of all memoranda, draft board resolutions, correspondence, presentations, and other deliverables produced by Calderwood & Harkness and delivered to the Board, the Special Committee, or Nadine Khalil in her capacity as General Counsel and Corporate Secretary during the engagement period. The index is organized by date and includes, for each item, the document type, title, and addressee or recipient. In total, the index covers seventy-five (75) individual items of work product spanning the period from March 12, 2024, through July 1, 2024. Cross-references are provided to the workstream categories established in the Transition Memorandum to facilitate ease of navigation by successor counsel.
4. Status Memorandum: Open and Unresolved Issues at Termination
The fourth and final enclosure is a memorandum identifying the principal pending matters that remain open or unresolved as of the termination of Calderwood & Harkness's engagement and that will require the attention of successor counsel. Five matters are identified:
(a) DGCL § 220 Demand. As noted above, the books-and-records demand served by Corvus Peak on March 22, 2024, remains unresolved. Corvus Peak has not withdrawn the demand, and there is a meaningful possibility that Corvus Peak may initiate litigation to enforce the demand in the Court of Chancery of the State of Delaware, which is the designated forum under Section 11.1 of AGMG's Amended and Restated Bylaws. Successor counsel should evaluate whether the privilege log requires updating in light of any additional documents created since the initial production, including materials generated through the conclusion of our engagement. The Status Memorandum discusses the posture of this matter in detail and identifies the key documents and correspondence in the record.
(b) D&O Tail Coverage for Departing Directors. Three directors who departed the Board following the reconstitution at the June 7, 2024 AGM — Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos — require confirmation of continuing coverage under the Company's directors' and officers' liability insurance policy issued by Helmsley Indemnity Corp., Policy No. HIC-DOL-2024-009347. The policy provides coverage of seventy-five million dollars ($75,000,000) per occurrence and one hundred fifty million dollars ($150,000,000) in the aggregate, for the policy period of January 1, 2024, through December 31, 2024, with an annual premium of three million eight hundred thousand dollars ($3,800,000). Successor counsel should complete the tail coverage analysis for the departing directors and ensure that all applicable notice obligations under the policy are timely fulfilled. The Status Memorandum identifies the relevant policy provisions and applicable notice deadlines.
(c) Hargrove Tate Partners LLC Contract. The engagement of Hargrove Tate Partners LLC as the Company's executive search firm was authorized by the Board on March 15, 2024, in connection with the CEO succession process. The total engagement fee is seven hundred fifty thousand dollars ($750,000), payable in three equal installments. Only the first tranche of two hundred fifty thousand dollars ($250,000) has been paid. With the indefinite tabling of the CEO search on June 14, 2024, the remaining contractual obligation of five hundred thousand dollars ($500,000) requires review by successor counsel. The engagement agreement contains termination for convenience provisions that should be evaluated to determine the Company's exposure and the advisability of formal termination of the engagement. The Status Memorandum includes a summary of the material terms of the Hargrove Tate engagement letter.
(d) Stonebridge Crane & Co. Financial Advisory Engagement. The Board authorized the engagement of Stonebridge Crane & Co. as the Company's financial advisor in connection with the strategic alternatives review on April 22, 2024. The engagement provides for a monthly retainer of two hundred fifty thousand dollars ($250,000) and a transaction fee equal to twenty-five hundredths of one percent (0.25%) of enterprise value in the event a qualifying change-of-control transaction is consummated. If the strategic alternatives review is formally terminated, the engagement agreement provides for a twelve (12)-month tail period during which the transaction fee remains payable on any change-of-control transaction. Based on AGMG's estimated enterprise value of approximately eight billion six hundred fifty million dollars ($8,650,000,000), the tail fee exposure is approximately twenty-one million six hundred thousand dollars ($21,600,000). The management of the engagement termination provisions and the tail period is a matter of significant economic consequence to the Company and should be carefully addressed by successor counsel in consultation with the Board. The Status Memorandum sets forth the relevant provisions of the Stonebridge Crane engagement letter and our analysis of the applicable fee exposure.
(e) Continuing FCA/DTR Disclosure Obligations. AGMG's ordinary shares are admitted to the premium segment of the Official List maintained by the Financial Conduct Authority ("FCA") and trade on the Main Market of the London Stock Exchange under the ticker symbol AGMG.L. The Company is accordingly subject to the continuing obligations set forth in the FCA's Disclosure Guidance and Transparency Rules ("DTR"), including the major shareholding notification obligations under DTR 5. These obligations require ongoing monitoring, particularly in light of the possibility of further share accumulation by Corvus Peak or by other activist investors. The Status Memorandum identifies the applicable DTR thresholds and the Company's recent notification history. This is a matter that warrants close coordination between successor governance counsel and the Company's UK regulatory advisors.
Observations Regarding Transition to Successor Counsel
We note that the reconstituted Board announced on June 17, 2024, its intention to engage new governance counsel. Calderwood & Harkness is fully prepared to cooperate with successor counsel to facilitate an orderly and comprehensive transition. To that end, I and my partner Colette Whitman, who served as the senior associate lead on the engagement, are available for a transition call or meeting with successor counsel at a mutually convenient time, subject to applicable privilege considerations and the direction of the Board. We would ask that any such transition discussions be coordinated through Nadine Khalil to ensure that the Board's interests, including the preservation of attorney-client privilege, are appropriately protected.
Please also be advised that Calderwood & Harkness will retain copies of all work product in the firm's files in accordance with the firm's document retention policy, which provides for a minimum seven (7)-year retention hold following the conclusion of an engagement. All such materials remain subject to the attorney-client privilege held by Aurelius Global Media Group PLC, acting through its Board of Directors, and will not be disclosed, produced, or made available to any third party without the Board's express authorization.
Privilege and Confidentiality Reminder
I take this opportunity to remind you that all enclosed materials — and all other communications and work product generated in connection with this engagement — are protected by the attorney-client privilege and the work product doctrine. The privilege belongs to Aurelius Global Media Group PLC, acting through its Board of Directors, and may only be waived by the Board.
I respectfully caution against disclosure of any privileged materials to third parties without the prior authorization of the Board, including, in particular, any disclosure to Corvus Peak Capital Partners LP or its counsel, Blackthorn Howell & Crane LLP. I note in this regard the public reporting that the reconstituted Board may be considering the engagement of Blackthorn Howell & Crane LLP as successor governance counsel. Were Blackthorn Howell & Crane to be engaged in that capacity, the Board should give careful consideration to the implications for the preservation of privilege with respect to Calderwood & Harkness's work product, particularly given Blackthorn Howell & Crane's prior and continuing representation of Corvus Peak in connection with the activist campaign and the pending Section 220 demand. Any waiver of privilege, whether intentional or inadvertent, as to any Calderwood & Harkness work product should be considered carefully by the Board with the advice of independent counsel, with particular attention to the risks posed by the unresolved Section 220 demand.
Final Administrative Matters
The final invoice for Calderwood & Harkness's services will be submitted on July 8, 2024, coinciding with the formal termination date of the engagement. That invoice will reflect the outstanding balance of three hundred twelve thousand eight hundred seventeen dollars ($312,817). For the Board's reference, the total fees billed for the engagement amount to one million thirty-four thousand six hundred twenty-five dollars ($1,034,625), and total expenses amount to thirty-eight thousand four hundred forty-two dollars ($38,442), for a grand total of one million seventy-three thousand sixty-seven dollars ($1,073,067).
We respectfully request that payment of the final outstanding balance be directed to Calderwood & Harkness's account in accordance with the banking details provided in the original engagement letter dated March 12, 2024. We note that the quarterly retainer replenishment of seventy-five thousand dollars ($75,000), which was received on June 14, 2024, will be credited against the final invoice, and any unused portion thereof will be applied to reduce the outstanding balance accordingly.
Closing Remarks
On behalf of Calderwood & Harkness, I wish to express our sincere appreciation for the opportunity to serve the Board during what has been a complex and consequential period in the Company's history. The challenges presented by the concurrent CEO succession process, the Corvus Peak activist campaign, and the strategic alternatives review required careful and sustained attention, and we are grateful for the confidence the Board placed in us.
I would like to acknowledge, in particular, your leadership as Chair, including your commitment to continuing in a transitional capacity through September 30, 2024, to ensure stability and continuity for the reconstituted Board. Your stewardship of the governance process throughout this engagement was exemplary, and it was a privilege to work alongside you.
I also wish to note our appreciation for the outstanding professional collaboration with Nadine Khalil throughout the engagement. Her responsiveness, judgment, and dedication to the Company's interests were invaluable and contributed greatly to the effectiveness of our work on behalf of the Board.
Finally, please be advised that Calderwood & Harkness remains available to assist the Board on any discrete matters that may arise following the termination of the engagement, subject to the execution of a new engagement letter and the resolution of any conflicts of interest review that may be required.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower Partner
787 Seventh Avenue New York, NY 10019 Direct: +1 (212) 558-7241
Email: nbower@calderwoodharkness.com
Enclosures (4):
1. Transition Memorandum: Summary of Engagement Work Product (July 1, 2024)
2. Privilege Log — Materials Withheld from § 220 Production (July 1, 2024)
3. Index of Work Product Delivered to Client (July 1, 2024)
4. Status Memorandum: Open and Unresolved Issues at Termination (July 1, 2024)
cc: Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC cc: Colette Whitman, Partner, Calderwood & Harkness LLP (internal)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

VIA ENCRYPTED EMAIL AND INTERNATIONAL COURIER

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts