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PRIVILEGED & CONFIDENTIAL

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

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

Nathaniel Bower Direct Dial: (212) 558-4172 nbower@calderwoodharkness.com

April 2, 2024

VIA EMAIL AND OVERNIGHT COURIER

Dominic Sayer, Esq. Co-Head of Shareholder Activism & Governance Practice Blackthorn Howell & Crane LLP 1301 Avenue of the Americas New York, NY 10019

Re: Response of Aurelius Global Media Group PLC to Demand for Inspection of Books and Records Under Section 220 of the Delaware General Corporation Law Dated March 22, 2024

Dear Mr. Sayer:

We write on behalf of our client, the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("Aurelius" or the "Company"), a public limited company duly incorporated under the laws of the State of Delaware (Delaware File Number 4827193; Employer Identification Number 26-4831097) and registered as an overseas company in England and Wales under company number OC892417. The Company's principal executive offices are located at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and it maintains its registered agent in Delaware through Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801. The Company's ordinary shares are listed on the New York Stock Exchange under the ticker symbol "AGMG" and are also admitted to the premium segment of the Official List of the Financial Conduct Authority and trade on the London Stock Exchange Main Market under the ticker symbol "AGMG.L."

Calderwood & Harkness LLP serves as independent governance counsel to the Board, having been formally engaged in that capacity as of March 12, 2024 (Calderwood & Harkness Matter No. 1017-00002). This letter responds to the demand for inspection of books and records (the "Demand") served by your firm, Blackthorn Howell & Crane LLP, on behalf of your client, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership, dated March 22, 2024, pursuant to Section 220 of the Delaware General Corporation Law, 8 Del. C. § 220 (the "DGCL"). We appreciate your courtesy in providing advance notice of the Demand by electronic mail prior to service of the formal written demand by overnight courier.

Acknowledgment of Receipt and Corvus Peak's Standing

The Company acknowledges receipt of the Demand on March 22, 2024. We have reviewed the Demand in its entirety, together with its supporting exhibits, and have conferred with the Board, the Company's General Counsel and Corporate Secretary, Nadine Khalil, and the Company's standing outside counsel at Ashworth Velmoran LLP.

Based on the Company's records, including the stock transfer records maintained by the Company's transfer agent, and the amended Schedule 13D filed by Corvus Peak with the United States Securities and Exchange Commission (the "SEC") on February 26, 2024, the Company understands that Corvus Peak holds approximately 8.7% of the Company's outstanding common shares, which amounts to approximately 35,896,200 of the 412,600,000 common shares currently outstanding. The Company does not, for purposes of this response, dispute Corvus Peak's standing as a stockholder of the Company to make a demand for inspection of books and records under DGCL § 220(b). The Company's acknowledgment of Corvus Peak's stockholder status for these purposes is without prejudice to the Company's right to verify Corvus Peak's continued stockholder status at the time of any production and throughout the pendency of any proceedings related to the Demand.

Summary of the Demand

The Demand, as set forth in your March 22, 2024 letter, requests the inspection and copying of the following categories of books and records of the Company:

1. All minutes, materials, presentations, and recordings related to meetings of the Board and its committees at which the topic of Chief Executive Officer succession was discussed, from January 1, 2024 to the present;

2. All documents relating to the formation, charter, and proceedings of any special committee or other committee of the Board formed in connection with the CEO succession process, including without limitation the Special Committee of Independent Directors (the "Special Committee") formed on or about March 18, 2024;

3. All communications between the Board, any committee of the Board, and any executive search firm (including, but not limited to, Hargrove Tate Partners LLC), compensation consultant, or other third-party advisor retained in connection with the CEO search or succession process;

4. All documents relating to the designation of Priya Nair-Whitfield as Interim Chief Executive Officer, including any board resolutions, analyses, recommendations, or memoranda supporting or relating to that designation;

5. All documents relating to the evaluation of internal and external candidates for the position of Chief Executive Officer, including interview notes, scoring rubrics, assessment frameworks, candidate comparisons, and any related analyses;

6. All communications between directors of the Company relating to the CEO succession process; and

7. All documents relating to the Company's response to Corvus Peak's demand letter dated February 12, 2024.

The Demand states that Corvus Peak's purpose in seeking inspection is "to investigate potential mismanagement, breaches of fiduciary duty, and whether the Board has conducted the CEO succession process in a manner consistent with its obligations under Delaware law." We address each of these categories and the stated purpose below.

I. Legal Standard Under DGCL § 220

The framework governing a stockholder's right to inspect corporate books and records is well established under Delaware law. Section 220(b) of the DGCL provides, in pertinent part, that any stockholder shall have the right to inspect the corporation's books and records for a proper purpose, provided that the stockholder complies with the statute's form and manner requirements. To obtain inspection, a stockholder must demonstrate: (1) that the person making the demand is a stockholder of the corporation; (2) that the demand complies with the form and manner requirements of the statute, including that it is made under oath and states the purpose thereof; and (3) that the inspection is sought for a "proper purpose." DGCL § 220(b); see Thomas & Betts Corp. v. Leviton Mfg. Co., 681 A.2d 1026, 1031 (Del. 1996).

A "proper purpose" is defined by the statute as "a purpose reasonably related to such person's interest as a stockholder." DGCL § 220(b). The Delaware Supreme Court has repeatedly emphasized that, where a stockholder seeks inspection of records other than the stock ledger or list of stockholders, the burden rests on the stockholder to prove both that the demand is made for a proper purpose and that the documents requested are necessary and essential to accomplish that purpose. See Seinfeld v. Harborview Holdingsmmc'ns, Inc., 909 A.2d 117, 121 (Del. 2006).

Even where a stockholder establishes a proper purpose, the scope of the inspection must be circumscribed with what the Court of Chancery has described as "rifled precision." See Thomas & Betts, 681 A.2d at 1035. The stockholder is entitled only to those books and records that are "essential and sufficient" to accomplish the stated purpose. See Disney v. Walt Disney Co., 857 A.2d 444, 447 (Del. Ch. 2004). Section 220 does not confer upon a stockholder the right to conduct broad discovery or to pursue a fishing expedition into the inner workings of the corporation. See Helmsman Mgmt. Servs., Inc. v. A & S Consultants, Inc., 525 A.2d 160, 166 (Del. Ch. 1987). Rather, it is a "limited, targeted right of inspection" that balances the stockholder's legitimate informational needs against the corporation's interest in maintaining the confidentiality of its internal deliberations and the efficient operation of its business. See Security First Corp. v. U.S. Die Casting & Dev. Co., 687 A.2d 563, 567-68 (Del. 1997).

Furthermore, the Court of Chancery retains broad discretion to impose reasonable conditions on any inspection, including confidentiality restrictions and limitations on the use and dissemination of produced materials. DGCL § 220(c); see also Espinoza v. Hewlett-Packard Co., 32 A.3d 365, 373 (Del. 2011). These protections are particularly appropriate where, as here, the documents at issue relate to sensitive corporate governance processes and ongoing deliberations of the Board and its committees.

II. The Company's Response to the Stated Purpose

The Company acknowledges that the investigation of potential breaches of fiduciary duty by directors can, under appropriate circumstances, constitute a proper purpose for a Section 220 demand. See Seinfeld, 909 A.2d at 121-22; Sec. First Corp., 687 A.2d at 568. The Company does not contest, in the abstract, that a stockholder may have a legitimate interest in understanding the process by which a board of directors undertakes a CEO succession.

However, the Company respectfully submits that a generalized statement of purpose to "investigate mismanagement" and "breaches of fiduciary duty" does not, standing alone, automatically entitle Corvus Peak to the sweeping production of all documents it has demanded across all seven categories of its Demand. As the Delaware Supreme Court has cautioned, a stockholder "must present some evidence to suggest a credible basis from which the Court of Chancery could infer that mismanagement, waste or wrongdoing may have occurred." Seinfeld, 909 A.2d at 123. While the "credible basis" standard is the lowest possible burden of proof, it nonetheless requires more than a mere statement of suspicion or displeasure with corporate actions. The Demand does not identify any specific act of mismanagement, self-dealing, or breach of duty; rather, it expresses general dissatisfaction with the process and pace of the CEO succession, concerns that are more appropriately addressed through the Company's ongoing proxy process and direct engagement between stockholders and the Board.

Notwithstanding these reservations, the Company is mindful of its obligations under DGCL § 220 and the well-settled policy of the Delaware courts favoring the use of Section 220 as an informational tool to permit stockholders to evaluate their legal rights. Accordingly, the Company is prepared to provide a narrowed production of non-privileged books and records that are appropriate and proportionate to Corvus Peak's stated purpose, subject to the specific limitations, objections, and conditions set forth in this letter.

III. Objections to the Scope of the Demand

While the Company is prepared to engage constructively with Corvus Peak's request, it must register the following specific objections to the scope and breadth of the Demand. These objections are made in the interest of protecting the Company's legitimate privileges, the integrity of ongoing corporate processes, and the deliberative prerogatives of the Board and its committees.

A. Attorney-Client Privilege and Work Product Doctrine

The Company objects to the Demand insofar as it seeks documents protected by the attorney-client privilege and/or the attorney work product doctrine. Both protections are firmly recognized under Delaware law, and a Section 220 demand does not override or vitiate these fundamental privileges. See Wal-Mart Stores, Inc. v. Indiana Elec. Workers Pension Trust Fund IBEW, 95 A.3d 1264, 1278 (Del. 2014).

A substantial number of the documents that are responsive to the categories identified in the Demand were created at the direction of, or in consultation with, the Company's legal counsel. The Company's legal advisors in connection with the CEO succession process and the related governance matters include: Calderwood & Harkness LLP, acting as independent governance counsel to the Board; Ashworth Velmoran LLP, serving as standing outside corporate counsel to the Company (under the direction of partner Martin Cho); and Nadine Khalil, the Company's General Counsel and Corporate Secretary. Each of these counsel has provided legal advice to the Board, the Special Committee, and individual directors in connection with the matters at issue.

Specifically, and without limitation, the following categories of materials are protected from disclosure and will not be produced:

(a) Legal memoranda and analyses prepared by Calderwood & Harkness LLP for the Board and the Special Committee addressing fiduciary duties and governance protocols applicable to the CEO succession process;

(b) Attorney-client communications between the Board, the Special Committee, and any of the Company's legal advisors concerning the CEO succession process, the formation and operation of the Special Committee, and the evaluation of candidates;

(c) Privileged analyses prepared by counsel regarding candidate evaluation frameworks, the legal implications of various succession scenarios, and the Company's obligations under Delaware law and applicable governance standards;

(d) Communications and memoranda reflecting or conveying legal advice provided to the Special Committee — which is chaired by Tobias Kessler and includes Lucinda Farrow-Grant and Dr. Anwen Llewellyn as its other independent director members — in connection with its delegated authority over the CEO search process; and

(e) Work product prepared by counsel in anticipation of litigation or regulatory proceedings, including materials prepared in connection with potential challenges to the CEO succession process, potential proxy contests, or potential enforcement or regulatory inquiries.

The Company's assertion of privilege extends to documents that reflect, summarize, or convey the substance of privileged legal advice, even where such documents were not themselves authored by counsel. The Company does not waive any privilege by reason of this letter or any production made hereunder, and the Company expressly reserves the right to assert privilege with respect to any document at any time.

In accordance with standard practice in Section 220 proceedings in the Court of Chancery, the Company will prepare and provide to Corvus Peak's counsel a privilege log identifying, for each document withheld in whole or in part on privilege grounds, the following information: (i) the date of the document; (ii) the author of the document; (iii) the recipient(s) of the document; (iv) a general description of the subject matter of the document (without disclosing privileged content); and (v) the specific privilege basis asserted (i.e., attorney-client privilege, work product doctrine, or both). The Company anticipates that the privilege log will be provided concurrently with any document production.

B. Overbreadth — CEO Search Materials

Categories (3) and (5) of the Demand are objectionable as overbroad and seek materials that are neither necessary nor essential to Corvus Peak's stated purpose of investigating potential breaches of fiduciary duty.

Category (3) demands "all communications" between the Board, any committee, and any executive search firm, compensation consultant, or other advisor retained in connection with the CEO search. Category (5) demands "all documents relating to the evaluation of internal and external CEO candidates, including interview notes, scoring rubrics, assessment frameworks, and candidate comparisons." Together, these categories would require the Company to produce the entire universe of granular, confidential materials generated in the course of an active and ongoing executive search process.

By way of background, the Company retained Hargrove Tate Partners LLC ("Hargrove Tate"), a nationally recognized executive search firm, on March 15, 2024 to conduct a comprehensive CEO search under the oversight of the Special Committee. The engagement is led by Christine Aldridge, a senior partner of Hargrove Tate, and the Company has paid the first installment of the $750,000 engagement fee in the amount of $250,000. The search is ongoing, and the Special Committee and Hargrove Tate are currently in the active process of identifying, evaluating, and engaging with potential candidates, both internal and external.

The Company objects to the production of granular candidate evaluation materials, interview notes, scoring rubrics, assessment frameworks, and candidate-by-candidate comparison documents for the following reasons:

First, the production of such materials would compromise the integrity of the ongoing CEO search process. Candidates who are currently under consideration — many of whom are sitting executives at other companies — participated in the process in reliance upon express and implied commitments of confidentiality. Disclosure of their identities, candidacies, and evaluation results could cause significant reputational harm to those individuals and would deter current and future candidates from participating in the search, thereby impairing the Company's ability to attract the best possible leadership for its stockholders.

Second, the confidential nature of executive search materials is widely recognized in Delaware jurisprudence and in corporate governance practice. Courts have routinely acknowledged that compelling the disclosure of such materials could be prejudicial to the corporation and to the individuals involved. The Company's Board and Special Committee have a fiduciary obligation to conduct the search process diligently and effectively, and the forced premature disclosure of search materials would directly undermine that obligation.

Third, these materials implicate the deliberative process of the Special Committee and the Board. The evaluation of CEO candidates is at the heart of the Board's business judgment, and the internal deliberations through which the Board and the Special Committee assess, compare, and debate the relative merits of candidates are entitled to protection. Compelling disclosure of the substance of those deliberations would chill candid discussion among directors and between directors and their advisors, to the detriment of corporate governance.

Fourth, the stated purpose of the Demand — to investigate potential breaches of fiduciary duty — does not require access to the granular details of each candidate's interview performance or evaluation scores. Corvus Peak's legitimate informational needs can be satisfied through the production of board and committee minutes reflecting the process followed, the resolutions adopted, and the general framework employed by the Special Committee, without requiring the Company to open the entirety of its confidential candidate files.

Accordingly, the Company objects to Categories (3) and (5) as drafted and will not produce granular candidate evaluation materials, individual interview notes, scoring rubrics, or candidate-by-candidate comparisons. The Company is, however, prepared to produce certain non-privileged materials reflecting the process followed by the Board and the Special Committee, as described in Section IV below.

C. Overbreadth — Inter-Director Communications

Category (6) of the Demand seeks "all communications between directors relating to the CEO succession process." This category is facially overbroad and, if enforced as written, would require the Company to collect and produce every email, text message, instant message, voicemail, and informal written or electronic communication exchanged between any of the Company's directors — currently twelve individuals — on any topic touching upon CEO succession, regardless of context, relevance, or privilege.

Such a sweeping request is inconsistent with the "rifled precision" required under Delaware law. This category would inevitably sweep in: (i) communications protected by the attorney-client privilege, including communications in which directors discuss or relay legal advice received from counsel; (ii) informal deliberative discussions among directors reflecting their candid and preliminary assessments of candidates, strategies, and governance matters, which are entitled to protection under the deliberative process privilege; and (iii) communications that, while referencing CEO succession in passing, bear no material relation to any actionable fiduciary concern and are therefore not essential or necessary to Corvus Peak's stated purpose.

The Company will produce formal board and committee minutes and resolutions that are responsive to the stated purpose, as detailed in Section IV below. However, the Company objects to the wholesale production of informal inter-director communications and will not produce such materials in response to the Demand.

D. Documents Already Publicly Available

Certain categories of information sought in the Demand are already publicly available to Corvus Peak through filings made by the Company with the SEC and other public sources. These include, without limitation:

(a) The Company's preliminary proxy statement on Schedule 14A, filed with the SEC on April 5, 2024 (and the definitive proxy statement when filed), which contains disclosure regarding the CEO succession process, the formation of the Special Committee, and related governance matters;

(b) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which includes information regarding the Company's corporate governance practices, board composition, and committee structures;

(c) Current Reports on Form 8-K filed by the Company disclosing, inter alia, the Board's resolution designating Priya Nair-Whitfield as Interim Chief Executive Officer; and

(d) The Company's Amended and Restated Bylaws and Restated Certificate of Incorporation, each of which is publicly available through the Company's SEC filings and corporate website.

To the extent that information responsive to the Demand is already publicly available to Corvus Peak through these or other public filings, the Company should not be required to reproduce such documents in connection with the Demand. The Section 220 right of inspection is not a mechanism for compelling a corporation to compile and deliver documents that the stockholder can obtain through its own efforts from public sources. See, e.g., Khanna v. McMinn, 2006 WL 1388744, at *18 (Del. Ch. May 9, 2006).

IV. Documents the Company Is Prepared to Produce

Notwithstanding the foregoing objections, and consistent with the Company's commitment to engaging in good faith with Corvus Peak's Demand, the Company is prepared to produce the following categories of non-privileged documents responsive to Corvus Peak's stated purpose. All production is subject to the execution of a mutually acceptable confidentiality agreement, as described in Section V below.

1. Board Minutes. Non-privileged portions of minutes from meetings of the Board of Directors at which the topic of CEO succession was discussed, covering the period from January 1, 2024 through the date of this letter. These minutes will be redacted to remove content reflecting privileged legal advice and attorney-client communications, and the Company will identify all redactions on the privilege log described in Section VI below.

2. Special Committee Charter. A copy of the adopted charter of the Special Committee of Independent Directors, dated March 18, 2024, establishing the Special Committee's authority, scope, composition, and procedural framework for oversight of the CEO succession process.

3. Board Resolutions. Copies of the following board resolutions:

(a) The resolution designating Priya Nair-Whitfield as Interim Chief Executive Officer of the Company, adopted on or about March 8, 2024;

(b) The resolution forming the Special Committee of Independent Directors, adopted on March 18, 2024, identifying its members (Tobias Kessler, Chair; Lucinda Farrow-Grant; and Dr. Anwen Llewellyn) and delegating authority with respect to the CEO search process; and

(c) The resolution authorizing the retention of Hargrove Tate Partners LLC as the Company's executive search firm in connection with the CEO search, adopted on or about March 15, 2024.

4. Governing Documents. Copies of the Company's Amended and Restated Bylaws (effective March 22, 2022), Restated Certificate of Incorporation, and relevant corporate governance guidelines, to the extent these documents are not already publicly available through the Company's SEC filings or corporate website. To the extent any of these documents are publicly available, the Company will identify the public source in lieu of reproduction.

5. Response to February 12, 2024 Demand Letter. Non-privileged portions of the Company's response to Corvus Peak's demand letter dated February 12, 2024, redacted to remove content reflecting privileged legal advice and attorney-client communications.

The Company anticipates that production of the foregoing documents will be made within fifteen (15) business days of the execution of a mutually acceptable confidentiality agreement between the parties. All documents will be produced in electronic format (PDF), with Bates numbering applied for ease of reference. The Company reserves the right to supplement or amend its production as appropriate and to produce additional documents if, following the meet and confer described in Section VIII below, the parties reach agreement on an expanded or modified scope of production.

V. Confidentiality Agreement Requirement

In accordance with DGCL § 220(c) and the well-established practice of the Court of Chancery, the Company conditions any production of documents in response to the Demand upon the execution of a confidentiality agreement restricting the use and dissemination of produced materials. This requirement is reasonable and appropriate given the sensitive nature of the documents at issue, which relate to an ongoing CEO succession process, the deliberations of the Board and the Special Committee, and confidential corporate governance matters.

The confidentiality agreement must include, at a minimum, the following terms:

(a) Produced documents shall be used solely for Corvus Peak's stated purpose under DGCL § 220 — namely, the investigation of potential breaches of fiduciary duty in connection with the CEO succession process — and for no other purpose;

(b) Dissemination of produced materials shall be restricted to Corvus Peak's outside counsel at Blackthorn Howell & Crane LLP and to designated principals of Corvus Peak, specifically Damien Solberg (Founding Partner and Chief Investment Officer) and Erin Nakamura (Portfolio Manager), and to no other person or entity without the prior written consent of the Company or an order of the Court of Chancery;

(c) Produced materials shall not be used in connection with Corvus Peak's ongoing proxy solicitation, any public disclosure, any press release or public statement, any filing with the SEC (other than as may be required by applicable law), or any communication with other stockholders of the Company; and

(d) Corvus Peak and its counsel shall return or certify the destruction of all produced materials upon the conclusion of Corvus Peak's investigation or upon demand by the Company, subject to any applicable document retention obligations.

A draft confidentiality agreement reflecting these terms is enclosed with this letter. The Company is prepared to discuss and negotiate the terms of the confidentiality agreement in good faith and welcomes any comments from Corvus Peak's counsel. However, the Company will not commence production until a satisfactory confidentiality agreement has been fully executed by all required parties.

VI. Privilege Log

As noted above, the Company will prepare and provide a privilege log in connection with any production of documents in response to the Demand. The privilege log will identify all documents withheld in whole or in part on the basis of attorney-client privilege, the attorney work product doctrine, or any other applicable privilege or protection.

The privilege log will comply with standard Delaware practice, including the conventions observed in Section 220 proceedings in the Court of Chancery, and will include the following information for each document or communication withheld:

(a) The date of the document or communication;

(b) The author or sender of the document or communication;

(d) A general description of the subject matter of the document or communication, described with sufficient specificity to permit evaluation of the privilege claim without disclosing the substance of the privileged content; and

(e) The specific privilege or protection asserted as the basis for withholding (i.e., attorney-client privilege, work product doctrine, joint defense privilege, or common interest privilege, as applicable).

The Company anticipates providing the privilege log concurrently with its document production. To the extent any dispute arises regarding the propriety of any privilege assertion, the Company is prepared to address such disputes through the meet and confer process described below or, if necessary, through submission to the Court of Chancery for in camera review.

VII. Reservation of Rights

The Company hereby reserves all rights, defenses, objections, and privileges with respect to the Demand, including but not limited to:

(a) The right to challenge, at any time, the stated purpose of the Demand and whether Corvus Peak has established a credible basis to infer mismanagement, wrongdoing, or breach of fiduciary duty sufficient to justify inspection;

(b) The right to challenge the scope of documents requested in the Demand as exceeding what is necessary and essential to Corvus Peak's stated purpose;

(c) The right to assert attorney-client privilege, the work product doctrine, the joint defense privilege, the common interest privilege, and any other applicable privilege or protection with respect to any document or category of documents;

(d) The right to seek a protective order from the Court of Chancery of the State of Delaware — which is the exclusive forum for the adjudication of intra-corporate disputes under Section 11.1 of the Company's Amended and Restated Bylaws (effective March 22, 2022) — in the event the parties are unable to reach agreement on the scope of production, the terms of the confidentiality agreement, or any other matter arising from the Demand; and

(e) The right to supplement, amend, or modify the Company's response to the Demand as additional facts become known or as circumstances warrant.

Nothing in this letter, and no production of documents made in response to the Demand, shall be construed as a waiver of any privilege, protection, right, defense, or objection available to the Company under Delaware law, federal law, or any other applicable law. The Company's willingness to engage in a voluntary production of certain non-privileged documents is undertaken in good faith and without prejudice to the Company's rights, and shall not be deemed an admission regarding the propriety of the Demand, the adequacy of its stated purpose, or the reasonableness of its scope.

VIII. Request for Meet and Confer

In the interest of resolving any disputes regarding the scope of production efficiently, expeditiously, and without the need for judicial intervention, the Company respectfully proposes that counsel for the parties confer at their earliest convenience. The Company believes that a constructive dialogue between counsel may narrow any remaining areas of disagreement and facilitate a reasonable resolution that serves the legitimate interests of both parties while preserving the Company's applicable privileges and the integrity of the ongoing CEO succession process.

I am available, together with my colleague Colette Whitman of Calderwood & Harkness LLP, to schedule a telephonic or in-person meeting with you and your team at Blackthorn Howell & Crane LLP at a mutually convenient time. We are reachable at our New York office at 787 Seventh Avenue, New York, NY 10019, telephone (212) 558-4000, or through our London office at 25 Bishopsgate, London EC2N 3AR, United Kingdom, telephone +44 (0)20 7786 4000. Please do not hesitate to contact me directly at (212) 558-4172 or at nbower@calderwoodharkness.com to arrange a meeting at your earliest convenience.

Closing

The Company takes its obligations under DGCL § 220 seriously and is committed to engaging in good faith to facilitate a reasonable inspection of books and records consistent with the letter and spirit of the statute. The Company recognizes the important role that the Section 220 inspection right plays in Delaware's corporate governance framework and does not seek to frustrate Corvus Peak's ability to obtain information to which it is lawfully entitled.

However, the Company cannot accede to demands that would require the disclosure of privileged legal advice and attorney work product, impair the integrity of an ongoing CEO succession process being conducted under the oversight of the Board and the Special Committee, compromise the confidentiality commitments made to executive candidates participating in the search process, or exceed the scope of what is necessary and essential to accomplish Corvus Peak's stated purpose under the statute. The Company trusts that a productive dialogue between counsel will lead to a resolution that is fair, reasonable, and consistent with the governing legal standards.

We look forward to hearing from you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

________________________________________

Nathaniel Bower Partner

This letter is sent on behalf of the Board of Directors of Aurelius Global Media Group PLC.

cc (via email):

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

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

Martin Cho, Esq., Ashworth Velmoran LLP (standing outside counsel)

Colette Whitman, Esq., Calderwood & Harkness LLP

Audrey Zhou, Esq., Calderwood & Harkness LLP

Enclosure:

Draft Confidentiality Agreement (referenced in Section V)

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, NY 10019
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
Nathaniel Bower Direct Dial: (212) 558-4172 nbower@calderwoodharkness.com
April 2, 2024
VIA EMAIL AND OVERNIGHT COURIER
Dominic Sayer, Esq. Co-Head of Shareholder Activism & Governance Practice Blackthorn Howell & Crane LLP 1301 Avenue of the Americas New York, NY 10019
Re: Response of Aurelius Global Media Group PLC to Demand for Inspection of Books and Records Under Section 220 of the Delaware General Corporation Law Dated March 22, 2024
Dear Mr. Sayer:
We write on behalf of our client, the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("Aurelius" or the "Company"), a public limited company duly incorporated under the laws of the State of Delaware (Delaware File Number 4827193; Employer Identification Number 26-4831097) and registered as an overseas company in England and Wales under company number OC892417. The Company's principal executive offices are located at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and it maintains its registered agent in Delaware through Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801. The Company's ordinary shares are listed on the New York Stock Exchange under the ticker symbol "AGMG" and are also admitted to the premium segment of the Official List of the Financial Conduct Authority and trade on the London Stock Exchange Main Market under the ticker symbol "AGMG.L."
Calderwood & Harkness LLP serves as independent governance counsel to the Board, having been formally engaged in that capacity as of March 12, 2024 (Calderwood & Harkness Matter No. 1017-00002). This letter responds to the demand for inspection of books and records (the "Demand") served by your firm, Blackthorn Howell & Crane LLP, on behalf of your client, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership, dated March 22, 2024, pursuant to Section 220 of the Delaware General Corporation Law, 8 Del. C. § 220 (the "DGCL"). We appreciate your courtesy in providing advance notice of the Demand by electronic mail prior to service of the formal written demand by overnight courier.
Acknowledgment of Receipt and Corvus Peak's Standing
The Company acknowledges receipt of the Demand on March 22, 2024. We have reviewed the Demand in its entirety, together with its supporting exhibits, and have conferred with the Board, the Company's General Counsel and Corporate Secretary, Nadine Khalil, and the Company's standing outside counsel at Ashworth Velmoran LLP.
Based on the Company's records, including the stock transfer records maintained by the Company's transfer agent, and the amended Schedule 13D filed by Corvus Peak with the United States Securities and Exchange Commission (the "SEC") on February 26, 2024, the Company understands that Corvus Peak holds approximately 8.7% of the Company's outstanding common shares, which amounts to approximately 35,896,200 of the 412,600,000 common shares currently outstanding. The Company does not, for purposes of this response, dispute Corvus Peak's standing as a stockholder of the Company to make a demand for inspection of books and records under DGCL § 220(b). The Company's acknowledgment of Corvus Peak's stockholder status for these purposes is without prejudice to the Company's right to verify Corvus Peak's continued stockholder status at the time of any production and throughout the pendency of any proceedings related to the Demand.
Summary of the Demand
The Demand, as set forth in your March 22, 2024 letter, requests the inspection and copying of the following categories of books and records of the Company:
1. All minutes, materials, presentations, and recordings related to meetings of the Board and its committees at which the topic of Chief Executive Officer succession was discussed, from January 1, 2024 to the present;
2. All documents relating to the formation, charter, and proceedings of any special committee or other committee of the Board formed in connection with the CEO succession process, including without limitation the Special Committee of Independent Directors (the "Special Committee") formed on or about March 18, 2024;
3. All communications between the Board, any committee of the Board, and any executive search firm (including, but not limited to, Hargrove Tate Partners LLC), compensation consultant, or other third-party advisor retained in connection with the CEO search or succession process;
4. All documents relating to the designation of Priya Nair-Whitfield as Interim Chief Executive Officer, including any board resolutions, analyses, recommendations, or memoranda supporting or relating to that designation;
5. All documents relating to the evaluation of internal and external candidates for the position of Chief Executive Officer, including interview notes, scoring rubrics, assessment frameworks, candidate comparisons, and any related analyses;
6. All communications between directors of the Company relating to the CEO succession process; and
7. All documents relating to the Company's response to Corvus Peak's demand letter dated February 12, 2024.
The Demand states that Corvus Peak's purpose in seeking inspection is "to investigate potential mismanagement, breaches of fiduciary duty, and whether the Board has conducted the CEO succession process in a manner consistent with its obligations under Delaware law." We address each of these categories and the stated purpose below.
I. Legal Standard Under DGCL § 220
The framework governing a stockholder's right to inspect corporate books and records is well established under Delaware law. Section 220(b) of the DGCL provides, in pertinent part, that any stockholder shall have the right to inspect the corporation's books and records for a proper purpose, provided that the stockholder complies with the statute's form and manner requirements. To obtain inspection, a stockholder must demonstrate: (1) that the person making the demand is a stockholder of the corporation; (2) that the demand complies with the form and manner requirements of the statute, including that it is made under oath and states the purpose thereof; and (3) that the inspection is sought for a "proper purpose." DGCL § 220(b); see Thomas & Betts Corp. v. Leviton Mfg. Co., 681 A.2d 1026, 1031 (Del. 1996).
A "proper purpose" is defined by the statute as "a purpose reasonably related to such person's interest as a stockholder." DGCL § 220(b). The Delaware Supreme Court has repeatedly emphasized that, where a stockholder seeks inspection of records other than the stock ledger or list of stockholders, the burden rests on the stockholder to prove both that the demand is made for a proper purpose and that the documents requested are necessary and essential to accomplish that purpose. See Seinfeld v. Harborview Holdingsmmc'ns, Inc., 909 A.2d 117, 121 (Del. 2006).
Even where a stockholder establishes a proper purpose, the scope of the inspection must be circumscribed with what the Court of Chancery has described as "rifled precision." See Thomas & Betts, 681 A.2d at 1035. The stockholder is entitled only to those books and records that are "essential and sufficient" to accomplish the stated purpose. See Disney v. Walt Disney Co., 857 A.2d 444, 447 (Del. Ch. 2004). Section 220 does not confer upon a stockholder the right to conduct broad discovery or to pursue a fishing expedition into the inner workings of the corporation. See Helmsman Mgmt. Servs., Inc. v. A & S Consultants, Inc., 525 A.2d 160, 166 (Del. Ch. 1987). Rather, it is a "limited, targeted right of inspection" that balances the stockholder's legitimate informational needs against the corporation's interest in maintaining the confidentiality of its internal deliberations and the efficient operation of its business. See Security First Corp. v. U.S. Die Casting & Dev. Co., 687 A.2d 563, 567-68 (Del. 1997).
Furthermore, the Court of Chancery retains broad discretion to impose reasonable conditions on any inspection, including confidentiality restrictions and limitations on the use and dissemination of produced materials. DGCL § 220(c); see also Espinoza v. Hewlett-Packard Co., 32 A.3d 365, 373 (Del. 2011). These protections are particularly appropriate where, as here, the documents at issue relate to sensitive corporate governance processes and ongoing deliberations of the Board and its committees.
II. The Company's Response to the Stated Purpose
The Company acknowledges that the investigation of potential breaches of fiduciary duty by directors can, under appropriate circumstances, constitute a proper purpose for a Section 220 demand. See Seinfeld, 909 A.2d at 121-22; Sec. First Corp., 687 A.2d at 568. The Company does not contest, in the abstract, that a stockholder may have a legitimate interest in understanding the process by which a board of directors undertakes a CEO succession.
However, the Company respectfully submits that a generalized statement of purpose to "investigate mismanagement" and "breaches of fiduciary duty" does not, standing alone, automatically entitle Corvus Peak to the sweeping production of all documents it has demanded across all seven categories of its Demand. As the Delaware Supreme Court has cautioned, a stockholder "must present some evidence to suggest a credible basis from which the Court of Chancery could infer that mismanagement, waste or wrongdoing may have occurred." Seinfeld, 909 A.2d at 123. While the "credible basis" standard is the lowest possible burden of proof, it nonetheless requires more than a mere statement of suspicion or displeasure with corporate actions. The Demand does not identify any specific act of mismanagement, self-dealing, or breach of duty; rather, it expresses general dissatisfaction with the process and pace of the CEO succession, concerns that are more appropriately addressed through the Company's ongoing proxy process and direct engagement between stockholders and the Board.
Notwithstanding these reservations, the Company is mindful of its obligations under DGCL § 220 and the well-settled policy of the Delaware courts favoring the use of Section 220 as an informational tool to permit stockholders to evaluate their legal rights. Accordingly, the Company is prepared to provide a narrowed production of non-privileged books and records that are appropriate and proportionate to Corvus Peak's stated purpose, subject to the specific limitations, objections, and conditions set forth in this letter.
III. Objections to the Scope of the Demand
While the Company is prepared to engage constructively with Corvus Peak's request, it must register the following specific objections to the scope and breadth of the Demand. These objections are made in the interest of protecting the Company's legitimate privileges, the integrity of ongoing corporate processes, and the deliberative prerogatives of the Board and its committees.
A. Attorney-Client Privilege and Work Product Doctrine
The Company objects to the Demand insofar as it seeks documents protected by the attorney-client privilege and/or the attorney work product doctrine. Both protections are firmly recognized under Delaware law, and a Section 220 demand does not override or vitiate these fundamental privileges. See Wal-Mart Stores, Inc. v. Indiana Elec. Workers Pension Trust Fund IBEW, 95 A.3d 1264, 1278 (Del. 2014).
A substantial number of the documents that are responsive to the categories identified in the Demand were created at the direction of, or in consultation with, the Company's legal counsel. The Company's legal advisors in connection with the CEO succession process and the related governance matters include: Calderwood & Harkness LLP, acting as independent governance counsel to the Board; Ashworth Velmoran LLP, serving as standing outside corporate counsel to the Company (under the direction of partner Martin Cho); and Nadine Khalil, the Company's General Counsel and Corporate Secretary. Each of these counsel has provided legal advice to the Board, the Special Committee, and individual directors in connection with the matters at issue.
Specifically, and without limitation, the following categories of materials are protected from disclosure and will not be produced:
(a) Legal memoranda and analyses prepared by Calderwood & Harkness LLP for the Board and the Special Committee addressing fiduciary duties and governance protocols applicable to the CEO succession process;
(b) Attorney-client communications between the Board, the Special Committee, and any of the Company's legal advisors concerning the CEO succession process, the formation and operation of the Special Committee, and the evaluation of candidates;
(c) Privileged analyses prepared by counsel regarding candidate evaluation frameworks, the legal implications of various succession scenarios, and the Company's obligations under Delaware law and applicable governance standards;
(d) Communications and memoranda reflecting or conveying legal advice provided to the Special Committee — which is chaired by Tobias Kessler and includes Lucinda Farrow-Grant and Dr. Anwen Llewellyn as its other independent director members — in connection with its delegated authority over the CEO search process; and
(e) Work product prepared by counsel in anticipation of litigation or regulatory proceedings, including materials prepared in connection with potential challenges to the CEO succession process, potential proxy contests, or potential enforcement or regulatory inquiries.
The Company's assertion of privilege extends to documents that reflect, summarize, or convey the substance of privileged legal advice, even where such documents were not themselves authored by counsel. The Company does not waive any privilege by reason of this letter or any production made hereunder, and the Company expressly reserves the right to assert privilege with respect to any document at any time.
In accordance with standard practice in Section 220 proceedings in the Court of Chancery, the Company will prepare and provide to Corvus Peak's counsel a privilege log identifying, for each document withheld in whole or in part on privilege grounds, the following information: (i) the date of the document; (ii) the author of the document; (iii) the recipient(s) of the document; (iv) a general description of the subject matter of the document (without disclosing privileged content); and (v) the specific privilege basis asserted (i.e., attorney-client privilege, work product doctrine, or both). The Company anticipates that the privilege log will be provided concurrently with any document production.
B. Overbreadth — CEO Search Materials
Categories (3) and (5) of the Demand are objectionable as overbroad and seek materials that are neither necessary nor essential to Corvus Peak's stated purpose of investigating potential breaches of fiduciary duty.
Category (3) demands "all communications" between the Board, any committee, and any executive search firm, compensation consultant, or other advisor retained in connection with the CEO search. Category (5) demands "all documents relating to the evaluation of internal and external CEO candidates, including interview notes, scoring rubrics, assessment frameworks, and candidate comparisons." Together, these categories would require the Company to produce the entire universe of granular, confidential materials generated in the course of an active and ongoing executive search process.
By way of background, the Company retained Hargrove Tate Partners LLC ("Hargrove Tate"), a nationally recognized executive search firm, on March 15, 2024 to conduct a comprehensive CEO search under the oversight of the Special Committee. The engagement is led by Christine Aldridge, a senior partner of Hargrove Tate, and the Company has paid the first installment of the $750,000 engagement fee in the amount of $250,000. The search is ongoing, and the Special Committee and Hargrove Tate are currently in the active process of identifying, evaluating, and engaging with potential candidates, both internal and external.
The Company objects to the production of granular candidate evaluation materials, interview notes, scoring rubrics, assessment frameworks, and candidate-by-candidate comparison documents for the following reasons:
First, the production of such materials would compromise the integrity of the ongoing CEO search process. Candidates who are currently under consideration — many of whom are sitting executives at other companies — participated in the process in reliance upon express and implied commitments of confidentiality. Disclosure of their identities, candidacies, and evaluation results could cause significant reputational harm to those individuals and would deter current and future candidates from participating in the search, thereby impairing the Company's ability to attract the best possible leadership for its stockholders.
Second, the confidential nature of executive search materials is widely recognized in Delaware jurisprudence and in corporate governance practice. Courts have routinely acknowledged that compelling the disclosure of such materials could be prejudicial to the corporation and to the individuals involved. The Company's Board and Special Committee have a fiduciary obligation to conduct the search process diligently and effectively, and the forced premature disclosure of search materials would directly undermine that obligation.
Third, these materials implicate the deliberative process of the Special Committee and the Board. The evaluation of CEO candidates is at the heart of the Board's business judgment, and the internal deliberations through which the Board and the Special Committee assess, compare, and debate the relative merits of candidates are entitled to protection. Compelling disclosure of the substance of those deliberations would chill candid discussion among directors and between directors and their advisors, to the detriment of corporate governance.
Fourth, the stated purpose of the Demand — to investigate potential breaches of fiduciary duty — does not require access to the granular details of each candidate's interview performance or evaluation scores. Corvus Peak's legitimate informational needs can be satisfied through the production of board and committee minutes reflecting the process followed, the resolutions adopted, and the general framework employed by the Special Committee, without requiring the Company to open the entirety of its confidential candidate files.
Accordingly, the Company objects to Categories (3) and (5) as drafted and will not produce granular candidate evaluation materials, individual interview notes, scoring rubrics, or candidate-by-candidate comparisons. The Company is, however, prepared to produce certain non-privileged materials reflecting the process followed by the Board and the Special Committee, as described in Section IV below.
C. Overbreadth — Inter-Director Communications
Category (6) of the Demand seeks "all communications between directors relating to the CEO succession process." This category is facially overbroad and, if enforced as written, would require the Company to collect and produce every email, text message, instant message, voicemail, and informal written or electronic communication exchanged between any of the Company's directors — currently twelve individuals — on any topic touching upon CEO succession, regardless of context, relevance, or privilege.
Such a sweeping request is inconsistent with the "rifled precision" required under Delaware law. This category would inevitably sweep in: (i) communications protected by the attorney-client privilege, including communications in which directors discuss or relay legal advice received from counsel; (ii) informal deliberative discussions among directors reflecting their candid and preliminary assessments of candidates, strategies, and governance matters, which are entitled to protection under the deliberative process privilege; and (iii) communications that, while referencing CEO succession in passing, bear no material relation to any actionable fiduciary concern and are therefore not essential or necessary to Corvus Peak's stated purpose.
The Company will produce formal board and committee minutes and resolutions that are responsive to the stated purpose, as detailed in Section IV below. However, the Company objects to the wholesale production of informal inter-director communications and will not produce such materials in response to the Demand.
D. Documents Already Publicly Available
Certain categories of information sought in the Demand are already publicly available to Corvus Peak through filings made by the Company with the SEC and other public sources. These include, without limitation:
(a) The Company's preliminary proxy statement on Schedule 14A, filed with the SEC on April 5, 2024 (and the definitive proxy statement when filed), which contains disclosure regarding the CEO succession process, the formation of the Special Committee, and related governance matters;
(b) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which includes information regarding the Company's corporate governance practices, board composition, and committee structures;
(c) Current Reports on Form 8-K filed by the Company disclosing, inter alia, the Board's resolution designating Priya Nair-Whitfield as Interim Chief Executive Officer; and
(d) The Company's Amended and Restated Bylaws and Restated Certificate of Incorporation, each of which is publicly available through the Company's SEC filings and corporate website.
To the extent that information responsive to the Demand is already publicly available to Corvus Peak through these or other public filings, the Company should not be required to reproduce such documents in connection with the Demand. The Section 220 right of inspection is not a mechanism for compelling a corporation to compile and deliver documents that the stockholder can obtain through its own efforts from public sources. See, e.g., Khanna v. McMinn, 2006 WL 1388744, at *18 (Del. Ch. May 9, 2006).
IV. Documents the Company Is Prepared to Produce
Notwithstanding the foregoing objections, and consistent with the Company's commitment to engaging in good faith with Corvus Peak's Demand, the Company is prepared to produce the following categories of non-privileged documents responsive to Corvus Peak's stated purpose. All production is subject to the execution of a mutually acceptable confidentiality agreement, as described in Section V below.
1. Board Minutes. Non-privileged portions of minutes from meetings of the Board of Directors at which the topic of CEO succession was discussed, covering the period from January 1, 2024 through the date of this letter. These minutes will be redacted to remove content reflecting privileged legal advice and attorney-client communications, and the Company will identify all redactions on the privilege log described in Section VI below.
2. Special Committee Charter. A copy of the adopted charter of the Special Committee of Independent Directors, dated March 18, 2024, establishing the Special Committee's authority, scope, composition, and procedural framework for oversight of the CEO succession process.
3. Board Resolutions. Copies of the following board resolutions:
(a) The resolution designating Priya Nair-Whitfield as Interim Chief Executive Officer of the Company, adopted on or about March 8, 2024;
(b) The resolution forming the Special Committee of Independent Directors, adopted on March 18, 2024, identifying its members (Tobias Kessler, Chair; Lucinda Farrow-Grant; and Dr. Anwen Llewellyn) and delegating authority with respect to the CEO search process; and
(c) The resolution authorizing the retention of Hargrove Tate Partners LLC as the Company's executive search firm in connection with the CEO search, adopted on or about March 15, 2024.
4. Governing Documents. Copies of the Company's Amended and Restated Bylaws (effective March 22, 2022), Restated Certificate of Incorporation, and relevant corporate governance guidelines, to the extent these documents are not already publicly available through the Company's SEC filings or corporate website. To the extent any of these documents are publicly available, the Company will identify the public source in lieu of reproduction.
5. Response to February 12, 2024 Demand Letter. Non-privileged portions of the Company's response to Corvus Peak's demand letter dated February 12, 2024, redacted to remove content reflecting privileged legal advice and attorney-client communications.
The Company anticipates that production of the foregoing documents will be made within fifteen (15) business days of the execution of a mutually acceptable confidentiality agreement between the parties. All documents will be produced in electronic format (PDF), with Bates numbering applied for ease of reference. The Company reserves the right to supplement or amend its production as appropriate and to produce additional documents if, following the meet and confer described in Section VIII below, the parties reach agreement on an expanded or modified scope of production.
V. Confidentiality Agreement Requirement
In accordance with DGCL § 220(c) and the well-established practice of the Court of Chancery, the Company conditions any production of documents in response to the Demand upon the execution of a confidentiality agreement restricting the use and dissemination of produced materials. This requirement is reasonable and appropriate given the sensitive nature of the documents at issue, which relate to an ongoing CEO succession process, the deliberations of the Board and the Special Committee, and confidential corporate governance matters.
The confidentiality agreement must include, at a minimum, the following terms:
(a) Produced documents shall be used solely for Corvus Peak's stated purpose under DGCL § 220 — namely, the investigation of potential breaches of fiduciary duty in connection with the CEO succession process — and for no other purpose;
(b) Dissemination of produced materials shall be restricted to Corvus Peak's outside counsel at Blackthorn Howell & Crane LLP and to designated principals of Corvus Peak, specifically Damien Solberg (Founding Partner and Chief Investment Officer) and Erin Nakamura (Portfolio Manager), and to no other person or entity without the prior written consent of the Company or an order of the Court of Chancery;
(c) Produced materials shall not be used in connection with Corvus Peak's ongoing proxy solicitation, any public disclosure, any press release or public statement, any filing with the SEC (other than as may be required by applicable law), or any communication with other stockholders of the Company; and
(d) Corvus Peak and its counsel shall return or certify the destruction of all produced materials upon the conclusion of Corvus Peak's investigation or upon demand by the Company, subject to any applicable document retention obligations.
A draft confidentiality agreement reflecting these terms is enclosed with this letter. The Company is prepared to discuss and negotiate the terms of the confidentiality agreement in good faith and welcomes any comments from Corvus Peak's counsel. However, the Company will not commence production until a satisfactory confidentiality agreement has been fully executed by all required parties.
VI. Privilege Log
As noted above, the Company will prepare and provide a privilege log in connection with any production of documents in response to the Demand. The privilege log will identify all documents withheld in whole or in part on the basis of attorney-client privilege, the attorney work product doctrine, or any other applicable privilege or protection.
The privilege log will comply with standard Delaware practice, including the conventions observed in Section 220 proceedings in the Court of Chancery, and will include the following information for each document or communication withheld:
(a) The date of the document or communication;
(b) The author or sender of the document or communication;
(c) The recipient(s) of the document or communication;
(d) A general description of the subject matter of the document or communication, described with sufficient specificity to permit evaluation of the privilege claim without disclosing the substance of the privileged content; and
(e) The specific privilege or protection asserted as the basis for withholding (i.e., attorney-client privilege, work product doctrine, joint defense privilege, or common interest privilege, as applicable).
The Company anticipates providing the privilege log concurrently with its document production. To the extent any dispute arises regarding the propriety of any privilege assertion, the Company is prepared to address such disputes through the meet and confer process described below or, if necessary, through submission to the Court of Chancery for in camera review.
VII. Reservation of Rights
The Company hereby reserves all rights, defenses, objections, and privileges with respect to the Demand, including but not limited to:
(a) The right to challenge, at any time, the stated purpose of the Demand and whether Corvus Peak has established a credible basis to infer mismanagement, wrongdoing, or breach of fiduciary duty sufficient to justify inspection;
(b) The right to challenge the scope of documents requested in the Demand as exceeding what is necessary and essential to Corvus Peak's stated purpose;
(c) The right to assert attorney-client privilege, the work product doctrine, the joint defense privilege, the common interest privilege, and any other applicable privilege or protection with respect to any document or category of documents;
(d) The right to seek a protective order from the Court of Chancery of the State of Delaware — which is the exclusive forum for the adjudication of intra-corporate disputes under Section 11.1 of the Company's Amended and Restated Bylaws (effective March 22, 2022) — in the event the parties are unable to reach agreement on the scope of production, the terms of the confidentiality agreement, or any other matter arising from the Demand; and
(e) The right to supplement, amend, or modify the Company's response to the Demand as additional facts become known or as circumstances warrant.
Nothing in this letter, and no production of documents made in response to the Demand, shall be construed as a waiver of any privilege, protection, right, defense, or objection available to the Company under Delaware law, federal law, or any other applicable law. The Company's willingness to engage in a voluntary production of certain non-privileged documents is undertaken in good faith and without prejudice to the Company's rights, and shall not be deemed an admission regarding the propriety of the Demand, the adequacy of its stated purpose, or the reasonableness of its scope.
VIII. Request for Meet and Confer
In the interest of resolving any disputes regarding the scope of production efficiently, expeditiously, and without the need for judicial intervention, the Company respectfully proposes that counsel for the parties confer at their earliest convenience. The Company believes that a constructive dialogue between counsel may narrow any remaining areas of disagreement and facilitate a reasonable resolution that serves the legitimate interests of both parties while preserving the Company's applicable privileges and the integrity of the ongoing CEO succession process.
I am available, together with my colleague Colette Whitman of Calderwood & Harkness LLP, to schedule a telephonic or in-person meeting with you and your team at Blackthorn Howell & Crane LLP at a mutually convenient time. We are reachable at our New York office at 787 Seventh Avenue, New York, NY 10019, telephone (212) 558-4000, or through our London office at 25 Bishopsgate, London EC2N 3AR, United Kingdom, telephone +44 (0)20 7786 4000. Please do not hesitate to contact me directly at (212) 558-4172 or at nbower@calderwoodharkness.com to arrange a meeting at your earliest convenience.
Closing
The Company takes its obligations under DGCL § 220 seriously and is committed to engaging in good faith to facilitate a reasonable inspection of books and records consistent with the letter and spirit of the statute. The Company recognizes the important role that the Section 220 inspection right plays in Delaware's corporate governance framework and does not seek to frustrate Corvus Peak's ability to obtain information to which it is lawfully entitled.
However, the Company cannot accede to demands that would require the disclosure of privileged legal advice and attorney work product, impair the integrity of an ongoing CEO succession process being conducted under the oversight of the Board and the Special Committee, compromise the confidentiality commitments made to executive candidates participating in the search process, or exceed the scope of what is necessary and essential to accomplish Corvus Peak's stated purpose under the statute. The Company trusts that a productive dialogue between counsel will lead to a resolution that is fair, reasonable, and consistent with the governing legal standards.
We look forward to hearing from you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
________________________________________
Nathaniel Bower Partner
This letter is sent on behalf of the Board of Directors of Aurelius Global Media Group PLC.
cc (via email):
Dame Elspeth Greenvale, Non-Executive Chair, Aurelius Global Media Group PLC
Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC
Martin Cho, Esq., Ashworth Velmoran LLP (standing outside counsel)
Colette Whitman, Esq., Calderwood & Harkness LLP
Audrey Zhou, Esq., Calderwood & Harkness LLP
Enclosure:
Draft Confidentiality Agreement (referenced in Section V)

PRIVILEGED & CONFIDENTIAL

VIA EMAIL AND OVERNIGHT COURIER

CALDERWOOD & HARKNESS LLP

Record

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