1017-00002 · Aurelius Global Media Group · documents

letter-bower-to-khalil-document-request.docx DOCUMENT M&A / Corporate

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

London Office: 25 Bishopsgate London EC2N 3AR, United Kingdom

March 14, 2024

Nadine Khalil General Counsel & Corporate Secretary Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom

Re: Document and Information Request — Matter No. 1017-00002 Aurelius Global Media Group PLC — Board Governance Advisory

Dear Ms. Khalil:

As you are aware, Calderwood & Harkness LLP was engaged by the Board of Directors of Aurelius Global Media Group PLC ("Aurelius," the "Company," or "AGMG") effective March 12, 2024, pursuant to the engagement letter of even date, to serve as independent governance counsel to the Board in connection with the contested CEO succession process and the Board's response to the activist campaign by Corvus Peak Capital Partners LP ("Corvus Peak"). This engagement was authorized by resolution of the Board of Directors adopted at a special meeting held on March 12, 2024, at which a quorum of the Board was present and voting.

In order for Calderwood & Harkness to render effective and timely legal advice to the Board on the significant governance matters currently before it, the firm requires prompt access to the corporate records, correspondence, financial materials, and other documents described in this letter. We respectfully request that you, in your capacity as General Counsel and Corporate Secretary of Aurelius, coordinate the production of these materials at the earliest opportunity, and in any event no later than March 20, 2024. We recognize that the volume of materials requested is substantial, and we are prepared to accept a rolling production if that facilitates compliance with this deadline, provided that the most time-sensitive categories — particularly those relating to the Corvus Peak correspondence, the CEO succession, and the Corvus Peak nomination package — are prioritized.

We also note that certain of the materials described herein may reside in the files of Ashworth Velmoran LLP, the Company's standing outside counsel, under the direction of Martin Cho, Head of Public Company Advisory. We will coordinate separately with Mr. Cho regarding the delineation of roles between Calderwood & Harkness (as independent board governance counsel) and Ashworth Velmoran (as standing outside counsel to management), and we may direct certain supplemental requests to his attention as appropriate. In the meantime, to the extent that you maintain copies of materials that may also be held by Ashworth Velmoran, we ask that you include them in this production.

The categories of documents and information requested are set forth below.

I. Organizational and Governing Documents

We request complete and current copies of each of the following organizational and governing documents of the Company:

1. The Restated Certificate of Incorporation of Aurelius Global Media Group PLC, as filed with the Secretary of State of the State of Delaware, including all amendments, restatements, and certificates of designation thereto. We understand that the original Certificate of Incorporation was filed on September 14, 2009, and that the most recent restatement was filed on or about March 22, 2022, under Delaware File Number 4827193. Please confirm whether any additional amendments have been filed since that date and provide copies of all such filings.

2. The Amended and Restated Bylaws of the Company, effective March 22, 2022, together with any subsequent amendments, supplements, or proposed amendments thereto, whether adopted or pending. We are particularly interested in any provisions relating to advance notice requirements for director nominations, quorum and voting thresholds, and shareholder rights or engagement procedures.

3. The Certificate of Registration of Aurelius Global Media Group PLC as an overseas company in England and Wales, together with all filings made with Companies House in connection therewith, including the most recent annual confirmation statement, any changes of registered office or directors, and any other returns filed within the preceding twelve months.

4. All registration statements, listing applications, and regulatory filings related to the Company's dual listing on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange Main Market, premium segment of the Official List of the Financial Conduct Authority (ticker: AGMG.L), including any annual listing compliance certifications, notifications to the NYSE or LSE regarding changes in corporate governance, and any ongoing disclosure obligations specific to the Company's dual-listed status.

5. Current authorized capitalization details, including the total number of authorized shares, the total number of shares of common stock issued and outstanding (understood to be approximately 412,600,000 shares), and the total number of shares reserved for issuance under equity compensation plans, stock option plans, or any other outstanding convertible securities, warrants, or rights.

II. Board and Committee Materials

We request the following materials relating to the Board of Directors and its committees:

1. Complete minutes of all meetings of the Board of Directors for the period from March 2021 through the present date (a period of approximately three years), including minutes of any special meetings or emergency sessions, together with copies of any actions taken by unanimous written consent in lieu of a meeting during the same period. If any draft minutes for recent meetings have not yet been formally approved, please provide such drafts and note their status.

2. Complete minutes of all meetings of each standing committee of the Board for the same three-year period (March 2021 through the present), including but not limited to the following committees:

(a) the Nominating & Governance Committee;

(b) the Compensation Committee;

(d) any ad hoc, special, or temporary committee established by the Board during such period, including any committee formed for the purpose of evaluating strategic alternatives, reviewing related-party transactions, or addressing the activist campaign.

3. The current charter of each standing committee of the Board, specifically the charters of the Nominating & Governance Committee, the Compensation Committee, and the Audit Committee, together with any amendments or revisions adopted during the past three years.

4. All materials related to the formation of the Special Committee established on March 18, 2024, which we understand to be composed of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn. This request includes, without limitation, the Board resolution establishing the Special Committee, any draft or adopted charter, terms of reference, or scope memorandum for the Special Committee, any delegations of authority, and any preliminary guidance or instructions provided to the Special Committee by the full Board.

5. All Board materials, presentations, information packages, memoranda, and other documents distributed to directors in connection with meetings of the Board or any committee thereof held from January 1, 2024 to the present date. This includes pre-read materials, management presentations, financial analyses, draft resolutions, and any materials specifically prepared in connection with the CEO succession or the Corvus Peak activist campaign.

6. A current list of all directors and officers of the Company, including each individual's full name, title, date of initial appointment, current term expiration date (if applicable), committee assignments, and independence classification under the applicable NYSE listing standards and, to the extent separately assessed, under the UK Corporate Governance Code. Please also identify any directors who have been designated as "financial experts" under SEC rules for purposes of Audit Committee service.

7. Records of board and committee attendance for the prior three fiscal years (FY 2021, FY 2022, and FY 2023), including the total number of meetings held by the Board and each committee, the number of meetings attended by each director (in person or by telephone/video), and any instances in which a director attended fewer than 75% of the aggregate meetings of the Board and the committees on which such director served.

III. CEO Succession and Departure of Marcus Vane

The contested CEO succession is at the core of the matters on which Calderwood & Harkness has been engaged. We request the following materials related to the departure of Marcus Vane and the appointment of an interim successor:

1. The employment agreement between the Company and Marcus Vane (former Chief Executive Officer), including all amendments, addenda, side letters, and any equity award agreements, restricted stock unit agreements, performance share unit agreements, or stock option agreements that are incorporated by reference into or granted pursuant to such employment agreement.

2. Detailed information regarding the severance arrangements triggered by Mr. Vane's resignation effective March 8, 2024, including the Company's computation of severance entitlements. We understand these to include the following components, and request confirmation or correction of these figures:

(a) Two times (2×) base salary of $2,400,000 (i.e., $4,800,000 in aggregate);

(b) Two times (2×) target annual bonus of $2,400,000 (i.e., $4,800,000 in aggregate);

(d) A total estimated severance package of $14,800,000.

Please provide any worksheets, schedules, or memoranda supporting the computation of these amounts, including any analysis of whether the severance payments constitute "excess parachute payments" under Section 280G of the Internal Revenue Code.

3. Any separation agreement, general release of claims, consulting agreement, transition services agreement, or similar document executed by Mr. Vane in connection with his departure, or any draft thereof that is currently under negotiation. If no such agreement has been executed, please describe the current status of negotiations and identify the individuals or counsel involved on both sides.

4. Copies of all non-compete, non-solicitation, non-disparagement, and confidentiality covenants applicable to Mr. Vane, whether contained in his employment agreement, a separate restrictive covenant agreement, or otherwise. We understand that Mr. Vane is subject to an eighteen-month non-compete covenant commencing on March 8, 2024 (the date of his resignation) and expiring on September 8, 2025. Please confirm the geographic scope, industry scope, and enforceability analysis (if any) prepared with respect to these covenants.

5. The Board resolution or resolutions designating Priya Nair-Whitfield as Interim Chief Executive Officer of the Company, effective March 8, 2024, including any terms governing the scope of her interim authority, any limitations on her ability to enter into material transactions or make senior personnel changes, any interim compensation adjustments (including any increase to base salary, bonus eligibility, or equity grants), and any provisions addressing the duration or termination of her interim appointment.

6. The employment agreement or terms of appointment for Ms. Nair-Whitfield in her capacity as Chief Operating Officer and Executive Director of the Company, together with any amendments, supplements, or side letters reflecting her designation as Interim CEO.

7. Any internal succession planning documents, leadership pipeline assessments, emergency succession plans, "key person" analyses, or similar materials prepared by management, the Nominating & Governance Committee, or any outside consultant prior to or following Mr. Vane's resignation. This includes any documents prepared during the ordinary course of annual succession planning as well as any materials prepared on an expedited basis following the March 8, 2024 resignation.

8. All engagement materials for Hargrove Tate Partners LLC, the executive search firm retained by the Nominating & Governance Committee on or about March 15, 2024, to assist in the search for a permanent Chief Executive Officer. We understand that the lead partner on this engagement is Christine Aldridge, based at Hargrove Tate's offices at 200 Clarendon Street, 48th Floor, Boston, MA 02116. We request the following:

(a) The engagement letter or contract governing the retention of Hargrove Tate Partners;

(b) The fee terms, which we understand to be a flat fee of $750,000 plus reimbursement of reasonable out-of-pocket expenses, payable in three installments (please confirm the timing and amount of each installment);

(c) Any preliminary search criteria, candidate specifications, position profiles, or similar documents delivered to or received from Hargrove Tate Partners to date; and

(d) Any confidentiality or non-disclosure agreements executed in connection with the engagement.

IV. Corvus Peak Correspondence and Activist Campaign Materials

We request complete copies of all correspondence and communications between the Company (including the Board, individual directors, management, and counsel) and Corvus Peak Capital Partners LP, Corvus Peak Management LLC (its general partner), Damien Solberg (its Managing Partner), Erin Nakamura (its Portfolio Manager and Head of Activism), or any other representative, agent, or advisor of Corvus Peak, from the earliest date of any such communication through the present. Without limiting the generality of this request, we specifically seek the following:

1. Corvus Peak's demand letter to the Board of Directors dated February 12, 2024, in which Corvus Peak reportedly demanded: (a) the appointment of two new independent directors acceptable to Corvus Peak; (b) the initiation of a comprehensive strategic review of the Company's business segments and capital allocation; and (c) the adoption of a formal, transparent CEO succession plan.

2. Any Board or management response or responses to the February 12, 2024 demand letter, including any drafts, internal deliberation materials, or communications with counsel (including Ashworth Velmoran) regarding the formulation of such response.

3. Any subsequent correspondence, communications, meeting notes, telephone call summaries, or other records of engagement between the Company and Corvus Peak regarding settlement, board composition, governance reforms, strategic direction, or any other subject matter, whether formal or informal.

4. The formal director nomination package submitted by Corvus Peak on or about March 1, 2024, in which Corvus Peak nominated the following three individuals for election to the Board of Directors at the Company's 2024 Annual General Meeting:

(a) Malcolm Trask;

(b) Vanessa Loring; and

We request complete copies of all documents included in or accompanying this nomination package, including director and officer questionnaires completed by each nominee, consents to serve if elected, biographical information, any disclosure of relationships or interests, and all supporting documentation.

5. Confirmation of the date and method of delivery of the Corvus Peak nomination package, together with any acknowledgment of receipt issued by the Company. This information is critical for purposes of verifying compliance with the advance notice window set forth in the Amended and Restated Bylaws. We understand the applicable advance notice window for the 2024 Annual General Meeting to be February 10, 2024 through March 11, 2024; please confirm these dates and provide the relevant Bylaws provision (believed to be Article II, Section 2.11 or a similarly numbered provision).

V. Schedule 13D Filings and Shareholding Information

We request the following information regarding Corvus Peak's ownership of the Company's common stock and related regulatory filings:

1. Copies of all Schedule 13D and amended Schedule 13D filings made by Corvus Peak Capital Partners LP (or any affiliated reporting person) with the United States Securities and Exchange Commission in respect of the Company's common stock, including:

(a) The initial Schedule 13D filed on or about January 18, 2024, disclosing that Corvus Peak had acquired beneficial ownership of approximately 6.1% of the Company's outstanding common stock; and

(b) The amended Schedule 13D (Amendment No. 1) filed on or about February 26, 2024, disclosing an increase in Corvus Peak's position to approximately 8.7% of the Company's outstanding common stock, representing approximately 35,896,200 shares acquired at an average cost basis of approximately $20.97 per share, and announcing Corvus Peak's intention to nominate three director candidates for election at the Company's 2024 Annual General Meeting.

Please also provide copies of any exhibits, agreements, or joint filing agreements included with or referenced in such filings.

2. A current shareholder register or the most recent stock ledger obtained from the Company's transfer agent, Atlas Shareholder Services Inc., including a breakdown of the top twenty-five (25) holders by share count and percentage of total shares outstanding. If the most recent register is more than thirty days old, please request an updated register from Atlas Shareholder Services and provide it as soon as available.

3. Details of all major shareholding notifications made under DTR 5 of the FCA Disclosure Guidance and Transparency Rules relating to Corvus Peak or any other shareholder with a notifiable position (i.e., 3% or more of voting rights), including the date of notification, the identity of the holder, and the percentage of voting rights disclosed.

4. Records of any other shareholder activism-related communications, any additional Schedule 13D or Schedule 13G filings by any person, and any Form 4 filings by insiders (directors and officers), in each case received or filed during the preceding twelve months. To the extent practicable, please provide a summary log or index of such filings in addition to copies of the filings themselves.

VI. Proxy Solicitation Materials

We request the following materials relating to the Company's proxy solicitation activities and preparations for the 2024 Annual General Meeting:

1. All materials related to the engagement of Citrine Advisory Group Inc. as proxy solicitor for AGMG management. We understand that Citrine was engaged on or about February 28, 2024, under the direction of Sandra Eriksson, Managing Director, at Citrine's offices at 110 Wall Street, Suite 2200, New York, NY 10005. We request:

(a) The engagement letter or contract governing the retention of Citrine Advisory Group;

(b) Any preliminary proxy defense strategy documents, shareholder outreach plans, or vote projections prepared by or with the assistance of Citrine; and

(c) Any shareholder targeting analyses, ownership analytics, or institutional shareholder engagement logs maintained by or on behalf of Citrine.

2. Any preliminary proxy materials, draft proxy statements (whether on Schedule 14A or otherwise), definitive proxy materials, notices of meeting, or related filings prepared or in preparation for the 2024 Annual General Meeting. We note that the Company's 2023 Annual General Meeting was held on June 9, 2023, and we understand the 2024 meeting is anticipated to occur on or about the same date. Please also provide a current timeline for the preparation and filing of the proxy statement and the mailing of proxy materials.

3. All materials or correspondence with proxy advisory firms, including Cobalt Ridge Solutions (ISS) and Adriatic Services Inc. (Tarrant Partners LLC), to date. This includes any governance reports, rating assessments, or feedback received from such firms, as well as any outreach or engagement undertaken by the Company or its advisors with such firms in anticipation of the contested election.

VII. Corporate Governance Policies and Related Documents

We request complete and current copies of the following corporate governance policies and related documents:

1. The corporate governance guidelines or corporate governance principles adopted by the Board of Directors, including any recent amendments or proposed revisions.

2. The Company's code of ethics and/or code of business conduct applicable to directors, officers, and employees, together with any supplemental code applicable specifically to senior financial officers.

3. Any shareholder rights plan, rights agreement, or so-called "poison pill," whether currently in effect or under consideration by the Board. If no such plan is currently in effect, please provide any Board presentations, analyses, discussion materials, or draft plans relating to the potential adoption of a shareholder rights plan, including any "on the shelf" or "shadow" plan maintained by the Company or its advisors for potential rapid deployment.

4. Copies of all director and officer indemnification agreements currently in effect between the Company and any director or officer. If a standard form of indemnification agreement is used, a single copy of the form together with a list of all signatories will be sufficient, provided that any agreements containing non-standard or individually negotiated terms are produced in full.

5. A summary of the Company's directors' and officers' liability insurance program, including the following information regarding the current policy:

(a) Insurer: Helmsley Indemnity Corp.;

(b) Policy Number: HIC-DOL-2024-009347;

(d) Annual premium: $3,800,000;

(e) Policy period: January 1, 2024 through December 31, 2024; and

(f) Any excess or umbrella D&O policies providing additional coverage, including the names of the insurers, the coverage amounts, and any material exclusions or conditions.

Please also identify any pending or anticipated claims under the D&O policy, any notices of circumstances provided to the insurer, and any coverage disputes or reservations of rights.

6. Copies of any standstill agreements, cooperation agreements, voting agreements, support agreements, or similar arrangements to which the Company is a party, whether with shareholders, directors, or third parties.

7. With respect to forum selection provisions, we 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 claims under Sections 102 and 109 of the Delaware General Corporation Law, derivative claims, claims for breach of fiduciary duty, and claims governed by the internal affairs doctrine). Please confirm whether any additional forum selection, mandatory arbitration, or alternative dispute resolution provisions exist in any other governing document, agreement, or policy of the Company, including but not limited to the Certificate of Incorporation, any indemnification agreement, or any employment agreement with a director or officer.

VIII. Financial and Other Background Materials

To provide Calderwood & Harkness with the necessary context for its governance advisory, we request the following financial and background materials:

1. The Company's most recent Annual Report (for fiscal year 2023), including audited consolidated financial statements and accompanying notes. We understand these financial statements were audited by Glenmore & Partners LLP, with Keith Redmond serving as the engagement partner, and that Glenmore & Partners has served as the Company's independent auditor since 2019.

2. Summary financial data for fiscal year 2023, including but not limited to:

(a) Total consolidated revenue: $4.37 billion;

(b) Consolidated EBITDA: $812 million (representing an EBITDA margin of approximately 18.6%);

• Streaming & Digital Content: approximately 42% of revenue;

• Live Entertainment & Events: approximately 24% of revenue;

• E-Commerce & Merchandising: approximately 19% of revenue; and

• Advertising & Brand Partnerships: approximately 15% of revenue.

Please provide any management discussion and analysis, investor presentations, or segment-level financial detail beyond what is publicly available in the Annual Report.

3. Market capitalization data as of a recent date. We note that as of March 1, 2024, the Company's market capitalization was approximately £6.82 billion / $8.65 billion, calculated at the prevailing exchange rate of approximately $1.2683 per pound sterling. Please provide updated share price and market capitalization data as of the most recent practicable date.

4. Current employee headcount information, including a breakdown by geographic region and business segment. We understand the Company employs approximately 23,400 individuals worldwide.

5. A summary of all pending or threatened litigation involving the Company, its subsidiaries, or any of its current or former directors or officers, including any pre-litigation demands, investigation requests, or regulatory inquiries. We specifically note the following:

(a) We are aware that Corvus Peak Capital Partners LP served a demand to inspect books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law ("DGCL § 220") on or about March 22, 2024. Any materials relating to this demand — including the demand letter itself, any response or proposed response, and any internal or external legal analysis regarding the Company's obligations — should be shared with Calderwood & Harkness promptly upon receipt or preparation.

(b) Any other books-and-records demands received from any shareholder within the preceding twelve months.

(c) Any securities class action, derivative action, or other shareholder litigation pending or threatened against the Company or its directors and officers.

6. A schedule of any material contracts, agreements, or arrangements between the Company and any director, officer, or beneficial owner of 5% or more of the Company's common stock, including any related-party transactions reported or reportable under Item 404 of Regulation S-K. Please also identify any such transactions that have been submitted to and reviewed by the Audit Committee or the Board.

IX. Engagement with Other Advisors

In order to understand the full scope of advisory relationships currently in place and to ensure appropriate coordination, we request copies of the engagement letters and scope documents for all advisors currently retained by the Company, the Board, or any committee of the Board in connection with the CEO succession process or the Corvus Peak activist campaign, including but not limited to:

1. Ashworth Velmoran LLP (Martin Cho, Lead Partner) — standing outside counsel to the Company, understood to have served in that capacity since 2015. Please provide the current engagement letter or engagement terms, including any modifications to scope or fee arrangements made in connection with the activist campaign or the CEO succession.

2. Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner) — executive search firm retained by the Nominating & Governance Committee, as described in Section III above.

3. Brackenridge Howard Associates Inc. (Miriam Estabrook, Lead Consultant; 300 North LaSalle Street, Suite 4100, Chicago, IL 60654) — independent compensation consultant advising the Compensation Committee on CEO compensation benchmarking and, we understand, currently providing analysis relevant to both the interim CEO compensation arrangements and the design of a compensation package for the eventual permanent CEO.

4. Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director) — proxy solicitor, as described in Section VI above.

5. Any other financial advisor, investment bank, public relations firm, communications advisor, or other consultant retained in connection with these matters but not identified above.

We note that Calderwood & Harkness's role as independent governance counsel to the Board is distinct from, and is intended to be complementary to, the role of Ashworth Velmoran LLP as standing outside counsel to the Company's management. The firm will establish a coordination protocol with Mr. Cho separately in order to avoid duplication of effort, preserve privilege, and ensure that the Board and management each receive advice that is appropriately independent. We may address this coordination in a separate letter to Mr. Cho, with a copy to you.

X. Confidentiality and Privilege

All materials provided to Calderwood & Harkness LLP in connection with this engagement are to be treated as confidential and subject to the attorney-client privilege and work product doctrine, as applicable. We ask that the following protocols be observed:

1. All documents transmitted to Calderwood & Harkness should be clearly marked "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION" or words to similar effect, to the extent consistent with the Company's existing document management practices.

2. Please label or segregate any materials that may already be subject to privilege claims in connection with other matters — for example, communications with Ashworth Velmoran LLP relating to pending or threatened litigation, or legal memoranda prepared by the Company's internal legal department. Identification of such materials will allow Calderwood & Harkness to ensure that no inadvertent waiver occurs in connection with its review.

3. We recommend that all internal communications within the Company and the Board regarding the CEO succession process and the activist campaign response be treated as privileged and marked accordingly. To the extent that such communications include personnel who are not covered by the attorney-client privilege (such as non-legal consultants or public relations advisors), consideration should be given to structuring such communications so as to preserve privilege to the maximum extent permissible.

4. Document Preservation. In light of the pending Corvus Peak demand under DGCL § 220 and the potential for related litigation (whether in the Court of Chancery of the State of Delaware or otherwise), we strongly recommend that Ms. Khalil issue a formal litigation hold and document preservation notice to all relevant personnel within the Company, including all directors, officers, members of the executive leadership team, and any employees in the legal, finance, corporate secretary, investor relations, and communications departments who may possess documents or electronically stored information relevant to the matters described in this letter. The preservation notice should instruct all recipients to suspend any routine document destruction, recycling, or overwriting of electronically stored information, and to preserve all potentially relevant materials in their current form. We would be pleased to assist in drafting such a notice if that would be helpful.

XI. Format and Delivery Instructions

To facilitate efficient review and analysis, we request that documents be produced in accordance with the following instructions:

1. Format. Please provide electronic copies of all documents in native format (Microsoft Word, Ashbury Holdings Excel, PDF, or other native application format) where available. Scanned copies of physical documents should be provided as searchable PDF files (i.e., with optical character recognition applied).

2. Organization. Documents should be organized by category consistent with the numbered sections of this letter (Sections I through IX). Within each category, documents should be organized chronologically to the extent practicable.

3. Physical Delivery. To the extent that physical copies are required or preferred, they may be sent to:

Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019

Attention: Nathaniel Bower

4. Secure Platform. Alternatively, and as the preferred method of delivery for electronic files, documents may be uploaded to the secure document-sharing platform that will be established by the Calderwood & Harkness engagement team. My colleague Audrey Zhou, Lead Associate on this matter, will be in contact with your office to coordinate access credentials and provide instructions for the use of the platform.

5. Inventory. We request that you prepare and include a brief inventory or index of documents produced, organized by category. The index should identify any categories for which documents are not yet available or will require additional time to locate, together with an estimated date of availability for any deferred items.

6. Target Completion Date. As noted above, we request that the initial production be substantially complete by March 20, 2024. We understand that certain categories of documents may require additional time for retrieval, and we are prepared to accommodate reasonable extensions for specific items, provided that we are promptly notified of any anticipated delays.

We greatly appreciate your assistance and cooperation in connection with this request, Ms. Khalil. The Board's engagement of Calderwood & Harkness reflects the seriousness with which the directors are approaching the current governance challenges, and the prompt assembly of these materials is essential to enabling our team to provide the Board with the caliber of advice it expects and deserves.

Please do not hesitate to contact me directly at the number below with any questions regarding the scope of this request or the production process. For day-to-day coordination, including questions about document formatting, delivery logistics, and the secure platform, please feel free to reach out to Audrey Zhou, who will serve as the primary point of contact on the Calderwood & Harkness engagement team.

We anticipate that additional targeted requests may follow as the engagement progresses and as new developments arise in both the activist campaign and the CEO succession process. We will endeavor to provide reasonable notice of any supplemental requests and to minimize the burden on your office to the extent consistent with the Board's need for comprehensive and timely advice.

Finally, we wish to underscore the importance of prompt and comprehensive production. Calderwood & Harkness is currently scheduled to deliver an initial memorandum to the Board regarding the fiduciary duties of directors in the context of contested board elections and CEO succession on or about March 25, 2024. Complete access to the materials described in this letter is a prerequisite to the preparation of that memorandum, and any material delay in production could impact our ability to meet that deadline.

Thank you again for your anticipated cooperation. We look forward to working with you and the broader Aurelius team on these important matters.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower Partner

Direct: +1 (212) 558-7240

Email: nbower@calderwoodharkness.com

cc:

Dame Elspeth Greenvale, Independent Non-Executive Chair, Aurelius Global Media Group PLC

Colette Whitman, Partner, Calderwood & Harkness LLP

Audrey Zhou, Associate, Calderwood & Harkness LLP

Enclosures: None

CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, NY 10019
London Office: 25 Bishopsgate London EC2N 3AR, United Kingdom
March 14, 2024
Nadine Khalil General Counsel & Corporate Secretary Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom
Re: Document and Information Request — Matter No. 1017-00002 Aurelius Global Media Group PLC — Board Governance Advisory
Dear Ms. Khalil:
As you are aware, Calderwood & Harkness LLP was engaged by the Board of Directors of Aurelius Global Media Group PLC ("Aurelius," the "Company," or "AGMG") effective March 12, 2024, pursuant to the engagement letter of even date, to serve as independent governance counsel to the Board in connection with the contested CEO succession process and the Board's response to the activist campaign by Corvus Peak Capital Partners LP ("Corvus Peak"). This engagement was authorized by resolution of the Board of Directors adopted at a special meeting held on March 12, 2024, at which a quorum of the Board was present and voting.
In order for Calderwood & Harkness to render effective and timely legal advice to the Board on the significant governance matters currently before it, the firm requires prompt access to the corporate records, correspondence, financial materials, and other documents described in this letter. We respectfully request that you, in your capacity as General Counsel and Corporate Secretary of Aurelius, coordinate the production of these materials at the earliest opportunity, and in any event no later than March 20, 2024. We recognize that the volume of materials requested is substantial, and we are prepared to accept a rolling production if that facilitates compliance with this deadline, provided that the most time-sensitive categories — particularly those relating to the Corvus Peak correspondence, the CEO succession, and the Corvus Peak nomination package — are prioritized.
We also note that certain of the materials described herein may reside in the files of Ashworth Velmoran LLP, the Company's standing outside counsel, under the direction of Martin Cho, Head of Public Company Advisory. We will coordinate separately with Mr. Cho regarding the delineation of roles between Calderwood & Harkness (as independent board governance counsel) and Ashworth Velmoran (as standing outside counsel to management), and we may direct certain supplemental requests to his attention as appropriate. In the meantime, to the extent that you maintain copies of materials that may also be held by Ashworth Velmoran, we ask that you include them in this production.
The categories of documents and information requested are set forth below.
I. Organizational and Governing Documents
We request complete and current copies of each of the following organizational and governing documents of the Company:
1. The Restated Certificate of Incorporation of Aurelius Global Media Group PLC, as filed with the Secretary of State of the State of Delaware, including all amendments, restatements, and certificates of designation thereto. We understand that the original Certificate of Incorporation was filed on September 14, 2009, and that the most recent restatement was filed on or about March 22, 2022, under Delaware File Number 4827193. Please confirm whether any additional amendments have been filed since that date and provide copies of all such filings.
2. The Amended and Restated Bylaws of the Company, effective March 22, 2022, together with any subsequent amendments, supplements, or proposed amendments thereto, whether adopted or pending. We are particularly interested in any provisions relating to advance notice requirements for director nominations, quorum and voting thresholds, and shareholder rights or engagement procedures.
3. The Certificate of Registration of Aurelius Global Media Group PLC as an overseas company in England and Wales, together with all filings made with Companies House in connection therewith, including the most recent annual confirmation statement, any changes of registered office or directors, and any other returns filed within the preceding twelve months.
4. All registration statements, listing applications, and regulatory filings related to the Company's dual listing on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange Main Market, premium segment of the Official List of the Financial Conduct Authority (ticker: AGMG.L), including any annual listing compliance certifications, notifications to the NYSE or LSE regarding changes in corporate governance, and any ongoing disclosure obligations specific to the Company's dual-listed status.
5. Current authorized capitalization details, including the total number of authorized shares, the total number of shares of common stock issued and outstanding (understood to be approximately 412,600,000 shares), and the total number of shares reserved for issuance under equity compensation plans, stock option plans, or any other outstanding convertible securities, warrants, or rights.
II. Board and Committee Materials
We request the following materials relating to the Board of Directors and its committees:
1. Complete minutes of all meetings of the Board of Directors for the period from March 2021 through the present date (a period of approximately three years), including minutes of any special meetings or emergency sessions, together with copies of any actions taken by unanimous written consent in lieu of a meeting during the same period. If any draft minutes for recent meetings have not yet been formally approved, please provide such drafts and note their status.
2. Complete minutes of all meetings of each standing committee of the Board for the same three-year period (March 2021 through the present), including but not limited to the following committees:
(a) the Nominating & Governance Committee;
(b) the Compensation Committee;
(c) the Audit Committee; and
(d) any ad hoc, special, or temporary committee established by the Board during such period, including any committee formed for the purpose of evaluating strategic alternatives, reviewing related-party transactions, or addressing the activist campaign.
3. The current charter of each standing committee of the Board, specifically the charters of the Nominating & Governance Committee, the Compensation Committee, and the Audit Committee, together with any amendments or revisions adopted during the past three years.
4. All materials related to the formation of the Special Committee established on March 18, 2024, which we understand to be composed of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn. This request includes, without limitation, the Board resolution establishing the Special Committee, any draft or adopted charter, terms of reference, or scope memorandum for the Special Committee, any delegations of authority, and any preliminary guidance or instructions provided to the Special Committee by the full Board.
5. All Board materials, presentations, information packages, memoranda, and other documents distributed to directors in connection with meetings of the Board or any committee thereof held from January 1, 2024 to the present date. This includes pre-read materials, management presentations, financial analyses, draft resolutions, and any materials specifically prepared in connection with the CEO succession or the Corvus Peak activist campaign.
6. A current list of all directors and officers of the Company, including each individual's full name, title, date of initial appointment, current term expiration date (if applicable), committee assignments, and independence classification under the applicable NYSE listing standards and, to the extent separately assessed, under the UK Corporate Governance Code. Please also identify any directors who have been designated as "financial experts" under SEC rules for purposes of Audit Committee service.
7. Records of board and committee attendance for the prior three fiscal years (FY 2021, FY 2022, and FY 2023), including the total number of meetings held by the Board and each committee, the number of meetings attended by each director (in person or by telephone/video), and any instances in which a director attended fewer than 75% of the aggregate meetings of the Board and the committees on which such director served.
III. CEO Succession and Departure of Marcus Vane
The contested CEO succession is at the core of the matters on which Calderwood & Harkness has been engaged. We request the following materials related to the departure of Marcus Vane and the appointment of an interim successor:
1. The employment agreement between the Company and Marcus Vane (former Chief Executive Officer), including all amendments, addenda, side letters, and any equity award agreements, restricted stock unit agreements, performance share unit agreements, or stock option agreements that are incorporated by reference into or granted pursuant to such employment agreement.
2. Detailed information regarding the severance arrangements triggered by Mr. Vane's resignation effective March 8, 2024, including the Company's computation of severance entitlements. We understand these to include the following components, and request confirmation or correction of these figures:
(a) Two times (2×) base salary of $2,400,000 (i.e., $4,800,000 in aggregate);
(b) Two times (2×) target annual bonus of $2,400,000 (i.e., $4,800,000 in aggregate);
(c) Accelerated vesting of outstanding equity awards with an estimated value of $5,200,000; and
(d) A total estimated severance package of $14,800,000.
Please provide any worksheets, schedules, or memoranda supporting the computation of these amounts, including any analysis of whether the severance payments constitute "excess parachute payments" under Section 280G of the Internal Revenue Code.
3. Any separation agreement, general release of claims, consulting agreement, transition services agreement, or similar document executed by Mr. Vane in connection with his departure, or any draft thereof that is currently under negotiation. If no such agreement has been executed, please describe the current status of negotiations and identify the individuals or counsel involved on both sides.
4. Copies of all non-compete, non-solicitation, non-disparagement, and confidentiality covenants applicable to Mr. Vane, whether contained in his employment agreement, a separate restrictive covenant agreement, or otherwise. We understand that Mr. Vane is subject to an eighteen-month non-compete covenant commencing on March 8, 2024 (the date of his resignation) and expiring on September 8, 2025. Please confirm the geographic scope, industry scope, and enforceability analysis (if any) prepared with respect to these covenants.
5. The Board resolution or resolutions designating Priya Nair-Whitfield as Interim Chief Executive Officer of the Company, effective March 8, 2024, including any terms governing the scope of her interim authority, any limitations on her ability to enter into material transactions or make senior personnel changes, any interim compensation adjustments (including any increase to base salary, bonus eligibility, or equity grants), and any provisions addressing the duration or termination of her interim appointment.
6. The employment agreement or terms of appointment for Ms. Nair-Whitfield in her capacity as Chief Operating Officer and Executive Director of the Company, together with any amendments, supplements, or side letters reflecting her designation as Interim CEO.
7. Any internal succession planning documents, leadership pipeline assessments, emergency succession plans, "key person" analyses, or similar materials prepared by management, the Nominating & Governance Committee, or any outside consultant prior to or following Mr. Vane's resignation. This includes any documents prepared during the ordinary course of annual succession planning as well as any materials prepared on an expedited basis following the March 8, 2024 resignation.
8. All engagement materials for Hargrove Tate Partners LLC, the executive search firm retained by the Nominating & Governance Committee on or about March 15, 2024, to assist in the search for a permanent Chief Executive Officer. We understand that the lead partner on this engagement is Christine Aldridge, based at Hargrove Tate's offices at 200 Clarendon Street, 48th Floor, Boston, MA 02116. We request the following:
(a) The engagement letter or contract governing the retention of Hargrove Tate Partners;
(b) The fee terms, which we understand to be a flat fee of $750,000 plus reimbursement of reasonable out-of-pocket expenses, payable in three installments (please confirm the timing and amount of each installment);
(c) Any preliminary search criteria, candidate specifications, position profiles, or similar documents delivered to or received from Hargrove Tate Partners to date; and
(d) Any confidentiality or non-disclosure agreements executed in connection with the engagement.
IV. Corvus Peak Correspondence and Activist Campaign Materials
We request complete copies of all correspondence and communications between the Company (including the Board, individual directors, management, and counsel) and Corvus Peak Capital Partners LP, Corvus Peak Management LLC (its general partner), Damien Solberg (its Managing Partner), Erin Nakamura (its Portfolio Manager and Head of Activism), or any other representative, agent, or advisor of Corvus Peak, from the earliest date of any such communication through the present. Without limiting the generality of this request, we specifically seek the following:
1. Corvus Peak's demand letter to the Board of Directors dated February 12, 2024, in which Corvus Peak reportedly demanded: (a) the appointment of two new independent directors acceptable to Corvus Peak; (b) the initiation of a comprehensive strategic review of the Company's business segments and capital allocation; and (c) the adoption of a formal, transparent CEO succession plan.
2. Any Board or management response or responses to the February 12, 2024 demand letter, including any drafts, internal deliberation materials, or communications with counsel (including Ashworth Velmoran) regarding the formulation of such response.
3. Any subsequent correspondence, communications, meeting notes, telephone call summaries, or other records of engagement between the Company and Corvus Peak regarding settlement, board composition, governance reforms, strategic direction, or any other subject matter, whether formal or informal.
4. The formal director nomination package submitted by Corvus Peak on or about March 1, 2024, in which Corvus Peak nominated the following three individuals for election to the Board of Directors at the Company's 2024 Annual General Meeting:
(a) Malcolm Trask;
(b) Vanessa Loring; and
(c) Dr. Raymond Chu.
We request complete copies of all documents included in or accompanying this nomination package, including director and officer questionnaires completed by each nominee, consents to serve if elected, biographical information, any disclosure of relationships or interests, and all supporting documentation.
5. Confirmation of the date and method of delivery of the Corvus Peak nomination package, together with any acknowledgment of receipt issued by the Company. This information is critical for purposes of verifying compliance with the advance notice window set forth in the Amended and Restated Bylaws. We understand the applicable advance notice window for the 2024 Annual General Meeting to be February 10, 2024 through March 11, 2024; please confirm these dates and provide the relevant Bylaws provision (believed to be Article II, Section 2.11 or a similarly numbered provision).
V. Schedule 13D Filings and Shareholding Information
We request the following information regarding Corvus Peak's ownership of the Company's common stock and related regulatory filings:
1. Copies of all Schedule 13D and amended Schedule 13D filings made by Corvus Peak Capital Partners LP (or any affiliated reporting person) with the United States Securities and Exchange Commission in respect of the Company's common stock, including:
(a) The initial Schedule 13D filed on or about January 18, 2024, disclosing that Corvus Peak had acquired beneficial ownership of approximately 6.1% of the Company's outstanding common stock; and
(b) The amended Schedule 13D (Amendment No. 1) filed on or about February 26, 2024, disclosing an increase in Corvus Peak's position to approximately 8.7% of the Company's outstanding common stock, representing approximately 35,896,200 shares acquired at an average cost basis of approximately $20.97 per share, and announcing Corvus Peak's intention to nominate three director candidates for election at the Company's 2024 Annual General Meeting.
Please also provide copies of any exhibits, agreements, or joint filing agreements included with or referenced in such filings.
2. A current shareholder register or the most recent stock ledger obtained from the Company's transfer agent, Atlas Shareholder Services Inc., including a breakdown of the top twenty-five (25) holders by share count and percentage of total shares outstanding. If the most recent register is more than thirty days old, please request an updated register from Atlas Shareholder Services and provide it as soon as available.
3. Details of all major shareholding notifications made under DTR 5 of the FCA Disclosure Guidance and Transparency Rules relating to Corvus Peak or any other shareholder with a notifiable position (i.e., 3% or more of voting rights), including the date of notification, the identity of the holder, and the percentage of voting rights disclosed.
4. Records of any other shareholder activism-related communications, any additional Schedule 13D or Schedule 13G filings by any person, and any Form 4 filings by insiders (directors and officers), in each case received or filed during the preceding twelve months. To the extent practicable, please provide a summary log or index of such filings in addition to copies of the filings themselves.
VI. Proxy Solicitation Materials
We request the following materials relating to the Company's proxy solicitation activities and preparations for the 2024 Annual General Meeting:
1. All materials related to the engagement of Citrine Advisory Group Inc. as proxy solicitor for AGMG management. We understand that Citrine was engaged on or about February 28, 2024, under the direction of Sandra Eriksson, Managing Director, at Citrine's offices at 110 Wall Street, Suite 2200, New York, NY 10005. We request:
(a) The engagement letter or contract governing the retention of Citrine Advisory Group;
(b) Any preliminary proxy defense strategy documents, shareholder outreach plans, or vote projections prepared by or with the assistance of Citrine; and
(c) Any shareholder targeting analyses, ownership analytics, or institutional shareholder engagement logs maintained by or on behalf of Citrine.
2. Any preliminary proxy materials, draft proxy statements (whether on Schedule 14A or otherwise), definitive proxy materials, notices of meeting, or related filings prepared or in preparation for the 2024 Annual General Meeting. We note that the Company's 2023 Annual General Meeting was held on June 9, 2023, and we understand the 2024 meeting is anticipated to occur on or about the same date. Please also provide a current timeline for the preparation and filing of the proxy statement and the mailing of proxy materials.
3. All materials or correspondence with proxy advisory firms, including Cobalt Ridge Solutions (ISS) and Adriatic Services Inc. (Tarrant Partners LLC), to date. This includes any governance reports, rating assessments, or feedback received from such firms, as well as any outreach or engagement undertaken by the Company or its advisors with such firms in anticipation of the contested election.
VII. Corporate Governance Policies and Related Documents
We request complete and current copies of the following corporate governance policies and related documents:
1. The corporate governance guidelines or corporate governance principles adopted by the Board of Directors, including any recent amendments or proposed revisions.
2. The Company's code of ethics and/or code of business conduct applicable to directors, officers, and employees, together with any supplemental code applicable specifically to senior financial officers.
3. Any shareholder rights plan, rights agreement, or so-called "poison pill," whether currently in effect or under consideration by the Board. If no such plan is currently in effect, please provide any Board presentations, analyses, discussion materials, or draft plans relating to the potential adoption of a shareholder rights plan, including any "on the shelf" or "shadow" plan maintained by the Company or its advisors for potential rapid deployment.
4. Copies of all director and officer indemnification agreements currently in effect between the Company and any director or officer. If a standard form of indemnification agreement is used, a single copy of the form together with a list of all signatories will be sufficient, provided that any agreements containing non-standard or individually negotiated terms are produced in full.
5. A summary of the Company's directors' and officers' liability insurance program, including the following information regarding the current policy:
(a) Insurer: Helmsley Indemnity Corp.;
(b) Policy Number: HIC-DOL-2024-009347;
(c) Coverage limits: $75,000,000 per occurrence / $150,000,000 in the aggregate;
(d) Annual premium: $3,800,000;
(e) Policy period: January 1, 2024 through December 31, 2024; and
(f) Any excess or umbrella D&O policies providing additional coverage, including the names of the insurers, the coverage amounts, and any material exclusions or conditions.
Please also identify any pending or anticipated claims under the D&O policy, any notices of circumstances provided to the insurer, and any coverage disputes or reservations of rights.
6. Copies of any standstill agreements, cooperation agreements, voting agreements, support agreements, or similar arrangements to which the Company is a party, whether with shareholders, directors, or third parties.
7. With respect to forum selection provisions, we 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 claims under Sections 102 and 109 of the Delaware General Corporation Law, derivative claims, claims for breach of fiduciary duty, and claims governed by the internal affairs doctrine). Please confirm whether any additional forum selection, mandatory arbitration, or alternative dispute resolution provisions exist in any other governing document, agreement, or policy of the Company, including but not limited to the Certificate of Incorporation, any indemnification agreement, or any employment agreement with a director or officer.
VIII. Financial and Other Background Materials
To provide Calderwood & Harkness with the necessary context for its governance advisory, we request the following financial and background materials:
1. The Company's most recent Annual Report (for fiscal year 2023), including audited consolidated financial statements and accompanying notes. We understand these financial statements were audited by Glenmore & Partners LLP, with Keith Redmond serving as the engagement partner, and that Glenmore & Partners has served as the Company's independent auditor since 2019.
2. Summary financial data for fiscal year 2023, including but not limited to:
(a) Total consolidated revenue: $4.37 billion;
(b) Consolidated EBITDA: $812 million (representing an EBITDA margin of approximately 18.6%);
(c) Revenue and EBITDA broken down by reportable business segment:
• Streaming & Digital Content: approximately 42% of revenue;
• Live Entertainment & Events: approximately 24% of revenue;
• E-Commerce & Merchandising: approximately 19% of revenue; and
• Advertising & Brand Partnerships: approximately 15% of revenue.
Please provide any management discussion and analysis, investor presentations, or segment-level financial detail beyond what is publicly available in the Annual Report.
3. Market capitalization data as of a recent date. We note that as of March 1, 2024, the Company's market capitalization was approximately £6.82 billion / $8.65 billion, calculated at the prevailing exchange rate of approximately $1.2683 per pound sterling. Please provide updated share price and market capitalization data as of the most recent practicable date.
4. Current employee headcount information, including a breakdown by geographic region and business segment. We understand the Company employs approximately 23,400 individuals worldwide.
5. A summary of all pending or threatened litigation involving the Company, its subsidiaries, or any of its current or former directors or officers, including any pre-litigation demands, investigation requests, or regulatory inquiries. We specifically note the following:
(a) We are aware that Corvus Peak Capital Partners LP served a demand to inspect books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law ("DGCL § 220") on or about March 22, 2024. Any materials relating to this demand — including the demand letter itself, any response or proposed response, and any internal or external legal analysis regarding the Company's obligations — should be shared with Calderwood & Harkness promptly upon receipt or preparation.
(b) Any other books-and-records demands received from any shareholder within the preceding twelve months.
(c) Any securities class action, derivative action, or other shareholder litigation pending or threatened against the Company or its directors and officers.
6. A schedule of any material contracts, agreements, or arrangements between the Company and any director, officer, or beneficial owner of 5% or more of the Company's common stock, including any related-party transactions reported or reportable under Item 404 of Regulation S-K. Please also identify any such transactions that have been submitted to and reviewed by the Audit Committee or the Board.
IX. Engagement with Other Advisors
In order to understand the full scope of advisory relationships currently in place and to ensure appropriate coordination, we request copies of the engagement letters and scope documents for all advisors currently retained by the Company, the Board, or any committee of the Board in connection with the CEO succession process or the Corvus Peak activist campaign, including but not limited to:
1. Ashworth Velmoran LLP (Martin Cho, Lead Partner) — standing outside counsel to the Company, understood to have served in that capacity since 2015. Please provide the current engagement letter or engagement terms, including any modifications to scope or fee arrangements made in connection with the activist campaign or the CEO succession.
2. Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner) — executive search firm retained by the Nominating & Governance Committee, as described in Section III above.
3. Brackenridge Howard Associates Inc. (Miriam Estabrook, Lead Consultant; 300 North LaSalle Street, Suite 4100, Chicago, IL 60654) — independent compensation consultant advising the Compensation Committee on CEO compensation benchmarking and, we understand, currently providing analysis relevant to both the interim CEO compensation arrangements and the design of a compensation package for the eventual permanent CEO.
4. Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director) — proxy solicitor, as described in Section VI above.
5. Any other financial advisor, investment bank, public relations firm, communications advisor, or other consultant retained in connection with these matters but not identified above.
We note that Calderwood & Harkness's role as independent governance counsel to the Board is distinct from, and is intended to be complementary to, the role of Ashworth Velmoran LLP as standing outside counsel to the Company's management. The firm will establish a coordination protocol with Mr. Cho separately in order to avoid duplication of effort, preserve privilege, and ensure that the Board and management each receive advice that is appropriately independent. We may address this coordination in a separate letter to Mr. Cho, with a copy to you.
X. Confidentiality and Privilege
All materials provided to Calderwood & Harkness LLP in connection with this engagement are to be treated as confidential and subject to the attorney-client privilege and work product doctrine, as applicable. We ask that the following protocols be observed:
1. All documents transmitted to Calderwood & Harkness should be clearly marked "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION" or words to similar effect, to the extent consistent with the Company's existing document management practices.
2. Please label or segregate any materials that may already be subject to privilege claims in connection with other matters — for example, communications with Ashworth Velmoran LLP relating to pending or threatened litigation, or legal memoranda prepared by the Company's internal legal department. Identification of such materials will allow Calderwood & Harkness to ensure that no inadvertent waiver occurs in connection with its review.
3. We recommend that all internal communications within the Company and the Board regarding the CEO succession process and the activist campaign response be treated as privileged and marked accordingly. To the extent that such communications include personnel who are not covered by the attorney-client privilege (such as non-legal consultants or public relations advisors), consideration should be given to structuring such communications so as to preserve privilege to the maximum extent permissible.
4. Document Preservation. In light of the pending Corvus Peak demand under DGCL § 220 and the potential for related litigation (whether in the Court of Chancery of the State of Delaware or otherwise), we strongly recommend that Ms. Khalil issue a formal litigation hold and document preservation notice to all relevant personnel within the Company, including all directors, officers, members of the executive leadership team, and any employees in the legal, finance, corporate secretary, investor relations, and communications departments who may possess documents or electronically stored information relevant to the matters described in this letter. The preservation notice should instruct all recipients to suspend any routine document destruction, recycling, or overwriting of electronically stored information, and to preserve all potentially relevant materials in their current form. We would be pleased to assist in drafting such a notice if that would be helpful.
XI. Format and Delivery Instructions
To facilitate efficient review and analysis, we request that documents be produced in accordance with the following instructions:
1. Format. Please provide electronic copies of all documents in native format (Microsoft Word, Ashbury Holdings Excel, PDF, or other native application format) where available. Scanned copies of physical documents should be provided as searchable PDF files (i.e., with optical character recognition applied).
2. Organization. Documents should be organized by category consistent with the numbered sections of this letter (Sections I through IX). Within each category, documents should be organized chronologically to the extent practicable.
3. Physical Delivery. To the extent that physical copies are required or preferred, they may be sent to:
Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019
Attention: Nathaniel Bower
4. Secure Platform. Alternatively, and as the preferred method of delivery for electronic files, documents may be uploaded to the secure document-sharing platform that will be established by the Calderwood & Harkness engagement team. My colleague Audrey Zhou, Lead Associate on this matter, will be in contact with your office to coordinate access credentials and provide instructions for the use of the platform.
5. Inventory. We request that you prepare and include a brief inventory or index of documents produced, organized by category. The index should identify any categories for which documents are not yet available or will require additional time to locate, together with an estimated date of availability for any deferred items.
6. Target Completion Date. As noted above, we request that the initial production be substantially complete by March 20, 2024. We understand that certain categories of documents may require additional time for retrieval, and we are prepared to accommodate reasonable extensions for specific items, provided that we are promptly notified of any anticipated delays.
We greatly appreciate your assistance and cooperation in connection with this request, Ms. Khalil. The Board's engagement of Calderwood & Harkness reflects the seriousness with which the directors are approaching the current governance challenges, and the prompt assembly of these materials is essential to enabling our team to provide the Board with the caliber of advice it expects and deserves.
Please do not hesitate to contact me directly at the number below with any questions regarding the scope of this request or the production process. For day-to-day coordination, including questions about document formatting, delivery logistics, and the secure platform, please feel free to reach out to Audrey Zhou, who will serve as the primary point of contact on the Calderwood & Harkness engagement team.
We anticipate that additional targeted requests may follow as the engagement progresses and as new developments arise in both the activist campaign and the CEO succession process. We will endeavor to provide reasonable notice of any supplemental requests and to minimize the burden on your office to the extent consistent with the Board's need for comprehensive and timely advice.
Finally, we wish to underscore the importance of prompt and comprehensive production. Calderwood & Harkness is currently scheduled to deliver an initial memorandum to the Board regarding the fiduciary duties of directors in the context of contested board elections and CEO succession on or about March 25, 2024. Complete access to the materials described in this letter is a prerequisite to the preparation of that memorandum, and any material delay in production could impact our ability to meet that deadline.
Thank you again for your anticipated cooperation. We look forward to working with you and the broader Aurelius team on these important matters.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower Partner
Direct: +1 (212) 558-7240
Email: nbower@calderwoodharkness.com
cc:
Dame Elspeth Greenvale, Independent Non-Executive Chair, Aurelius Global Media Group PLC
Colette Whitman, Partner, Calderwood & Harkness LLP
Audrey Zhou, Associate, Calderwood & Harkness LLP
Enclosures: None

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

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