memo-advance-notice-bylaw-compliance.docx

1017-00002 · Aurelius Global Media Group · documents

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MEMORANDUM

FROM: Audrey Zhou, Associate, Capital Markets Group, Calderwood & Harkness LLP

Reviewed by Nathaniel Bower, Partner, Calderwood & Harkness LLP

TO: Dame Elspeth Greenvale, Independent Non-Executive Chair, Aurelius Global Media Group PLC Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC

DATE: March 5, 2024

RE: Advance Notice Bylaw Compliance Review — Corvus Peak Capital Partners LP Director Nominations for 2024 Annual General Meeting

MATTER NO.: 1017-00002

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

I. Executive Summary

Calderwood & Harkness LLP has been asked to analyze whether the director nominations submitted by Corvus Peak Capital Partners LP ("Corvus Peak") on March 1, 2024, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu for election at the 2024 Annual General Meeting of Aurelius Global Media Group PLC ("AGMG" or the "Company"), comply with the procedural and substantive requirements of the Company's Amended and Restated Bylaws, effective March 22, 2022 (the "Bylaws"). This memorandum sets forth our analysis of the relevant Bylaw provisions, summarizes our review of the nomination package and supporting documentation, and provides our preliminary conclusions and recommendations.

Conclusion. Based on the materials reviewed and the analysis set forth herein, the Corvus Peak nominations are timely — having been received on March 1, 2024, which falls within the applicable advance notice window of February 10, 2024 through March 11, 2024 — and appear to satisfy the material procedural and substantive requirements of the Bylaws. This conclusion is subject to certain qualifications discussed below, particularly regarding the completeness of nominee questionnaire responses submitted on behalf of Vanessa Loring and certain representations concerning voting commitments and arrangements that warrant further scrutiny in light of Ms. Loring's employment relationship with Corvus Peak.

Recommendation. We recommend that the Board treat the nominations as valid and refrain from challenging them on procedural grounds. In our assessment, any such challenge would carry substantial litigation risk in the Court of Chancery of the State of Delaware and could be perceived negatively by proxy advisory firms — including Thackeray Health IT ("ISS") and Westmark Solutions — as well as by institutional shareholders. A procedural challenge to facially compliant nominations would risk reinforcing Corvus Peak's public narrative that the Board is more concerned with entrenchment than with shareholder engagement. Instead, the Board should focus its resources on substantive election preparation, including due diligence on the nominees, preparation of the Company's own slate, and coordination with its proxy solicitor and outside advisors.

II. Scope of Review

In preparing this memorandum, we have reviewed the following documents and materials:

1. Amended and Restated Bylaws of Aurelius Global Media Group PLC, effective March 22, 2022 (the "Bylaws"), as provided to us by the Office of the General Counsel.

2. Restated Certificate of Incorporation of Aurelius Global Media Group PLC, filed with the Delaware Secretary of State (originally filed September 14, 2009; last restated March 22, 2022), as provided to us by the Office of the General Counsel.

3. Corvus Peak's nomination letter dated March 1, 2024, together with all attachments and exhibits thereto, including completed director questionnaires for each of the three nominees, written representations and agreements executed by each nominee, and supporting ownership documentation.

4. Schedule 13D filed by Corvus Peak Capital Partners LP with the Securities and Exchange Commission on January 18, 2024 (initial filing), disclosing beneficial ownership of approximately 6.1% of the Company's outstanding common stock.

5. Amended Schedule 13D filed by Corvus Peak Capital Partners LP with the Securities and Exchange Commission on February 26, 2024 (Amendment No. 1), disclosing an increase in beneficial ownership to approximately 8.7% of the Company's outstanding common stock (approximately 35,896,200 shares of the 412,600,000 shares of common stock then outstanding) and announcing Corvus Peak's intention to nominate three director candidates for election at the 2024 Annual General Meeting.

6. Corvus Peak demand letter to the Board of Directors of AGMG, dated February 12, 2024, demanding (i) the appointment of two new independent directors, (ii) a strategic review of the Company's portfolio and capital allocation, and (iii) a formal CEO succession plan.

7. Prior year proxy statement and definitive proxy materials for the June 9, 2023 Annual General Meeting of Aurelius Global Media Group PLC, filed with the SEC on Schedule 14A.

8. Relevant provisions of the Delaware General Corporation Law ("DGCL"), including §§ 109, 141, 211, and 216, as well as applicable Delaware case law regarding the enforceability and interpretation of advance notice bylaws.

We have not independently verified the factual representations contained in the Corvus Peak nomination letter or the nominees' questionnaire responses, and we have relied on the accuracy and completeness of the documents provided to us. To the extent that any material inaccuracy or omission is subsequently discovered, our conclusions may need to be revised.

Note on Timing. This memorandum was prepared at the request of AGMG's General Counsel & Corporate Secretary, Nadine Khalil, who forwarded the Corvus Peak nomination package to Calderwood & Harkness on the date of its receipt, March 1, 2024. Calderwood & Harkness's formal engagement as independent governance counsel to the Board of Directors of AGMG does not open until March 12, 2024, upon execution of the engagement letter currently under review. This preliminary analysis is provided in advance of the formalization of the engagement based on preliminary authorization received from Dame Elspeth Greenvale, Independent Non-Executive Chair, on March 2, 2024. Upon formal engagement, we will be available to supplement this memorandum as circumstances warrant.

III. Background

A. The Company

Aurelius Global Media Group PLC ("AGMG" or the "Company") is a public limited company incorporated under the laws of the State of Delaware (Delaware File Number 4827193; Employer Identification Number 26-4831097). The Company is also registered as an overseas company in England and Wales under the applicable provisions of the Companies Act 2006. AGMG's principal executive office is located at 14 Sceptre Row, London EC2V 7QN, United Kingdom.

AGMG's ordinary shares are listed on the New York Stock Exchange under the ticker symbol "AGMG" and are admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L." As a dual-listed company, AGMG is subject to the regulatory requirements of both the SEC and the FCA, as well as the listing rules of the NYSE and the London Stock Exchange. However, as a Delaware-incorporated company, its internal corporate affairs — including the validity of director nominations and the enforceability of its bylaws — are governed by Delaware law.

As of March 1, 2024, AGMG had 412,600,000 shares of common stock outstanding and a market capitalization of approximately £6.82 billion (approximately $8.65 billion at an exchange rate of $1.2683 per British pound). The Company's registered agent in the State of Delaware is Pinnacle Corporate Services Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.

B. The Activist and Its Stake

Corvus Peak Capital Partners LP ("Corvus Peak") is a Delaware limited partnership with its principal office at 590 Lexington Avenue, 34th Floor, New York, New York 10022. Corvus Peak's general partner is Corvus Peak Management LLC, also a Delaware limited liability company. The firm's Founding Partner and Chief Investment Officer is Damien Solberg. The Portfolio Manager leading the AGMG campaign is Erin Nakamura. Corvus Peak manages assets of approximately $7.2 billion across a range of activist and event-driven investment strategies.

The timeline of Corvus Peak's involvement with AGMG is as follows:

• January 18, 2024: Corvus Peak filed an initial Schedule 13D with the SEC disclosing beneficial ownership of approximately 6.1% of AGMG's outstanding common stock. The Schedule 13D indicated that Corvus Peak had acquired its position over the preceding several months and intended to engage with the Company's Board and management regarding strategic and governance matters.

• February 12, 2024: Corvus Peak sent a letter to the Board of Directors of AGMG (the "Demand Letter") demanding: (i) the appointment of two new independent directors with relevant media industry experience; (ii) a comprehensive strategic review of the Company's portfolio, capital allocation, and cost structure; and (iii) the implementation of a formal CEO succession plan. The Demand Letter was publicly released by Corvus Peak simultaneously with its delivery to the Company.

• February 26, 2024: Corvus Peak filed Amendment No. 1 to its Schedule 13D with the SEC, disclosing an increase in its beneficial ownership stake to approximately 8.7% of the Company's outstanding common stock. Based on the 412,600,000 shares outstanding, this represents approximately 35,896,200 shares, acquired at an average cost basis of approximately $20.97 per share, representing a total investment of approximately $752.8 million. The amended filing also disclosed Corvus Peak's intention to nominate three director candidates for election at the Company's 2024 Annual General Meeting.

• March 1, 2024: Corvus Peak submitted its formal director nominations to the Company's Corporate Secretary, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu for election at the 2024 Annual General Meeting.

Corvus Peak is represented by Blackthorn Howell & Crane LLP, with its principal office at 1301 Avenue of the Americas, New York, New York 10019. The lead partner on the engagement is Dominic Sayer, and the lead associate is Kathleen Bryce. Corvus Peak's proxy solicitor is Falconer Strauss LLC, located at 375 Park Avenue, Suite 3500, New York, New York 10152. The lead contact at Falconer Strauss is Derek Huang.

C. The Nominees

Corvus Peak has nominated the following three individuals for election to the AGMG Board of Directors at the 2024 Annual General Meeting:

Malcolm Trask. Mr. Trask, age 58, is the former Chief Executive Officer of Archway Digital Holdings Inc., a Delaware corporation that operated a portfolio of digital media properties before its acquisition by a strategic buyer in 2021. Mr. Trask served as CEO of Archway Digital from 2014 through the completion of the acquisition. Prior to joining Archway Digital, Mr. Trask held senior management positions at several technology and media companies. According to the nomination materials, Mr. Trask brings extensive experience in digital media strategy, technology management, and operational transformation.

Vanessa Loring. Ms. Loring, age 44, is currently a Managing Director at Corvus Peak Capital Partners LP, where she specializes in governance and activist campaign strategy. Ms. Loring joined Corvus Peak in 2018 after serving as a Vice President at another activist-oriented investment firm. According to the nomination materials, Ms. Loring has extensive experience in corporate governance, board composition, and shareholder engagement. As discussed in Part VI below, Ms. Loring's current employment at Corvus Peak raises questions about her independence under applicable listing standards, though this does not bear on the procedural validity of her nomination.

Dr. Raymond Chu. Dr. Chu, age 61, is the former President of Helix Media Networks Inc., a Delaware corporation that operated broadcast and cable television networks. Dr. Chu served as President of Helix Media Networks from 2010 to 2019. Prior to his tenure at Helix, Dr. Chu held senior executive roles at several media and entertainment companies and served on the boards of two publicly traded media companies. According to the nomination materials, Dr. Chu brings deep media industry expertise and experience with content strategy, distribution partnerships, and regulatory affairs.

D. Procedural Context

The 2023 Annual General Meeting of AGMG was held on June 9, 2023. Absent a change in meeting date, the 2024 Annual General Meeting is expected to be held on or about June 9, 2024, which is the anniversary of the prior year's meeting.

The AGMG Board of Directors currently consists of ten voting members. One seat was recently vacated by the resignation of Marcus Vane, which was announced on February 22, 2024 and became effective on March 8, 2024. In addition, Nadine Khalil serves as General Counsel & Corporate Secretary in a non-voting capacity and attends Board meetings in that role. Following Mr. Vane's resignation, the Board will consist of nine voting members pending any appointment to fill the vacancy.

Importantly, the AGMG Board is fully declassified. Shareholders approved declassification at the 2021 Annual General Meeting, and all directors have stood for election annually since the 2022 Annual General Meeting. Accordingly, all incumbent directors (or their replacements on the Company's slate) will stand for election at the 2024 Annual General Meeting, together with any shareholder nominees.

Under the Bylaws, directors in uncontested elections are elected by a majority of votes cast. However, in contested elections — defined as elections in which the number of nominees exceeds the number of directors to be elected — directors are elected by a plurality of votes cast. The submission of Corvus Peak's three nominees, in addition to the Company's own nominees for re-election, will cause the number of nominees to exceed the number of available Board seats, thereby triggering the contested election plurality voting standard for the 2024 Annual General Meeting. This is a significant procedural consequence that affects the proxy contest dynamics and the vote thresholds applicable to each candidate.

IV. Advance Notice Bylaw Requirements — Detailed Analysis

We have conducted a provision-by-provision analysis of the Bylaws' advance notice requirements as applied to the Corvus Peak nominations. Our analysis addresses each material requirement in turn.

A. Timeliness of Notice

1. Bylaw Provision. Article II, Section 2.12(a)(ii) of the Amended and Restated Bylaws requires that shareholder nominations for director elections at an annual meeting of shareholders must be delivered to the Corporate Secretary of the Company at the Company's principal executive offices not earlier than one hundred and twenty (120) days and not later than ninety (90) days before the first anniversary of the preceding year's annual meeting of shareholders. The Bylaws further provide that if the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than seventy (70) days from the anniversary date, notice must be delivered not earlier than one hundred and twenty (120) days prior to such annual meeting and not later than the later of ninety (90) days prior to such annual meeting or the tenth (10th) day following the date on which public announcement of the date of such meeting is first made.

The purpose of this provision is to ensure that the Company and its shareholders receive adequate notice of shareholder nominations in advance of the annual meeting, while providing a reasonable window during which shareholders may submit such nominations. The 120-to-90-day window is a commonly adopted framework in advance notice bylaws of Delaware corporations and has been upheld as reasonable by the Delaware Court of Chancery.

2. Calculation of the Advance Notice Window. The 2023 Annual General Meeting was held on June 9, 2023. As of the date of this memorandum, the Company has not publicly announced a change to the customary meeting date. Accordingly, the anniversary of the prior year's annual meeting for purposes of calculating the advance notice window is June 9, 2024.

The advance notice window is calculated as follows:

• Window opens: 120 days before June 9, 2024 = February 10, 2024

• Window closes: 90 days before June 9, 2024 = March 11, 2024

The applicable advance notice window for the 2024 Annual General Meeting therefore runs from February 10, 2024 through March 11, 2024, inclusive.

We note that the Bylaws do not specify whether calendar days or business days are to be used in calculating the 120-day and 90-day periods. Under Delaware law, in the absence of a specific indication to the contrary, days are generally construed as calendar days. We have calculated the window using calendar days, consistent with standard Delaware practice and the approach adopted by the Court of Chancery in comparable cases. We have also confirmed that neither the opening date (February 10) nor the closing date (March 11) falls on a weekend or Delaware state holiday, though this would not be material to the calculation in any event because the Bylaws reference delivery rather than filing.

3. Date of Corvus Peak's Nomination Submission. Corvus Peak's formal nomination letter bears the date of March 1, 2024. The letter was received by the Office of the Corporate Secretary (Nadine Khalil) on March 1, 2024. According to the transmittal records provided by Ms. Khalil's office, the nomination package was delivered by hand via courier at approximately 10:47 a.m. GMT to the Company's principal executive office at 14 Sceptre Row, London EC2V 7QN, United Kingdom. A signed courier receipt confirms the date and time of delivery. Simultaneously, a complete copy of the nomination package, including all attachments and exhibits, was transmitted by email to the Corporate Secretary's official email address.

A copy of the nomination package was also delivered to the Company's registered agent, Pinnacle Corporate Services Inc., at 1209 Orange Street, Wilmington, Delaware 19801, though delivery to the registered agent is not required under the Bylaws.

March 1, 2024 falls within the advance notice window of February 10 through March 11, 2024. There is no dispute regarding the date of delivery.

4. Conclusion on Timeliness. The nomination is timely. It was delivered after the advance notice window opened on February 10, 2024 and before the window closed on March 11, 2024. The nomination letter was received by the appropriate addressee at the Company's principal executive offices on a date squarely within the applicable window, and the date and time of delivery are supported by documentary evidence. There is no viable basis for a timeliness challenge.

B. Delivery Method and Addressee

1. Bylaw Provision. Article II, Section 2.12(a)(ii) of the Bylaws requires that the shareholder's notice be delivered to the Corporate Secretary of the Company at the Company's principal executive offices. The Bylaws specify that the notice must be "in writing." The Bylaws do not prescribe a specific method of delivery (e.g., personal delivery, overnight courier, certified mail), nor do they require that delivery be made to any other person or location in addition to the Corporate Secretary at the principal executive offices.

2. Compliance Assessment. The Corvus Peak nomination letter was addressed to "Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC, 14 Sceptre Row, London EC2V 7QN, United Kingdom." The letter was delivered by hand via courier to the Company's principal executive office at that address, and delivery was confirmed by a signed courier receipt bearing the date of March 1, 2024. The nomination letter was also transmitted simultaneously by email, providing an additional record of delivery.

In addition, Corvus Peak delivered a simultaneous copy of the nomination package to the Company's Delaware registered agent, Pinnacle Corporate Services Inc., at 1209 Orange Street, Wilmington, Delaware 19801. While delivery to the registered agent was not required by the Bylaws, this supplemental delivery further supports the completeness of Corvus Peak's nomination submission and eliminates any potential argument that the nomination was deficient because it was delivered only to the Company's London office rather than to an address in the state of incorporation.

The nomination was delivered in writing, to the Corporate Secretary, at the Company's principal executive offices, as required by the Bylaws. The delivery method and addressee requirements are satisfied.

C. Nominating Shareholder Information Requirements

1. Bylaw Provision. Article II, Section 2.12(b) of the Bylaws requires that a shareholder's notice of nomination include the following information regarding the nominating shareholder and any "associated person" of such shareholder:

(a) the name and address of the nominating shareholder, as they appear on the Company's books, and of any associated person on whose behalf the nomination is made;

(b) the class, series, and number of all shares of the Company's capital stock that are beneficially owned by the nominating shareholder and any associated persons, together with the date(s) of acquisition of such shares;

(c) a description of any derivative positions, hedging transactions, short interests, or other economic interests in the Company's securities held by the nominating shareholder or any associated persons;

(d) a representation that the nominating shareholder is a holder of record of stock of the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the persons named in the notice;

(e) a representation as to whether the nominating shareholder intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Company's outstanding capital stock required to elect the nominee(s); and

(f) any other information relating to the nominating shareholder and any associated persons that would be required to be disclosed in a proxy statement or other filing required under Section 14(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, in connection with solicitations of proxies for the election of directors in a contested election.

2. Compliance Assessment. Corvus Peak's nomination letter identifies Corvus Peak Capital Partners LP as the nominating shareholder and discloses the following:

• Identity and address: The letter identifies Corvus Peak Capital Partners LP, with its principal office at 590 Lexington Avenue, 34th Floor, New York, New York 10022. The letter further identifies Corvus Peak Management LLC as Corvus Peak's general partner and the entity with investment discretion over the AGMG shares. The letter identifies Damien Solberg (Founding Partner & CIO of Corvus Peak) and Erin Nakamura (Portfolio Manager, AGMG Campaign) as "associated persons" of the nominating shareholder.

• Share ownership: The letter discloses beneficial ownership of approximately 8.7% of the Company's outstanding common stock, representing approximately 35,896,200 shares. This figure is consistent with the disclosure in Corvus Peak's amended Schedule 13D filed on February 26, 2024. The letter provides the date range during which the shares were acquired (November 2023 through February 2024) and references the more detailed ownership history set forth in the Schedule 13D.

• Derivative positions and hedging: The letter includes a section addressing derivative positions, hedging transactions, and short interests. We note, however, that this disclosure is presented in summary form and cross-references the amended Schedule 13D for additional detail. We recommend that the Company independently verify the completeness and accuracy of the derivative and hedging disclosures by comparing the nomination letter to the Schedule 13D filing, any subsequent amendments thereto, and publicly available transaction data. If there are material discrepancies, the Company may have a basis for requesting supplementation.

• Record holder representation: The letter represents that Corvus Peak is a beneficial owner of shares entitled to vote at the 2024 Annual General Meeting and intends to appear in person or by proxy at the meeting to make the nominations described therein. The letter notes that Corvus Peak's shares are held in "street name" through a prime broker, and attaches documentation from the prime broker confirming the number of shares held.

• Proxy statement representation: The letter includes a representation that Corvus Peak intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Company's outstanding capital stock reasonably believed by Corvus Peak to be required to elect its nominees.

• Additional SEC-required information: The letter indicates that it contains all information that would be required under the proxy rules of the Securities Exchange Act of 1934 in connection with a solicitation of proxies for the election of directors in a contested election, and cross-references Corvus Peak's forthcoming preliminary proxy statement to be filed on Schedule 14A.

Assessment. The shareholder information requirements appear to be substantially satisfied. The nomination letter addresses each of the enumerated categories of required information. The one area warranting additional scrutiny is the completeness of the derivative and hedging disclosures, which are presented in summary form rather than with the level of granularity that might be expected under a strict reading of the Bylaw provision. However, given that the disclosures are supplemented by Corvus Peak's SEC filings, which are publicly available and subject to independent verification, we do not believe that this presents a material deficiency that would justify rejection of the nomination.

D. Nominee Information Requirements

1. Bylaw Provision. Article II, Section 2.12(c) of the Bylaws requires that for each person whom the nominating shareholder proposes to nominate for election as a director, the nominating shareholder's notice must include:

(a) the nominee's name, age, business address, and residence address;

(b) the nominee's principal occupation or employment;

(c) the class, series, and number of all shares of the Company's capital stock that are beneficially owned by the nominee;

(d) all information relating to the nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;

(e) a completed and signed questionnaire with respect to the background, qualifications, stock ownership, and independence of the nominee, in the form required by the Company (the "Director Questionnaire"); and

(f) a written representation and agreement, signed by the nominee, that the nominee: (i) is not and will not become a party to any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity as to how the nominee, if elected as a director of the Company, will act or vote on any issue or question, other than issues or questions where such agreement, arrangement, understanding, commitment, or assurance has been publicly disclosed; (ii) is not and will not become a party to any agreement, arrangement, or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a director that has not been disclosed in such representation; and (iii) if elected as a director of the Company, will comply with all applicable publicly disclosed corporate governance, ethics, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines of the Company, and will consent to being named as a nominee in the Company's proxy statement.

2. Compliance Assessment — Malcolm Trask. The nomination materials for Mr. Trask include the following:

• Identification: Full name, age (58), business address, and residence address are provided.

• Principal occupation: Former Chief Executive Officer of Archway Digital Holdings Inc.

• Share ownership: The nomination letter confirms that Mr. Trask does not beneficially own any shares of AGMG common stock.

• Regulation 14A information: The nomination materials include a biographical narrative for Mr. Trask that contains the information typically required for disclosure in a proxy statement under Regulation 14A, including a summary of his professional experience for at least the past five years, his educational background, and his other current board memberships (if any).

• Director Questionnaire: A completed and signed Director Questionnaire is included in the nomination package for Mr. Trask. A preliminary review indicates that the questionnaire has been filled out in a thorough and responsive manner, addressing each question presented in the Company's standard form.

• Written representation and agreement: Mr. Trask's signed representation and agreement is included. The representation addresses each of the three required elements: (i) no agreements regarding how he would vote or act as a director, (ii) no undisclosed compensation arrangements, and (iii) consent to comply with the Company's governance policies and to be named in the proxy statement.

Assessment: Mr. Trask's nomination materials appear to comply with all applicable nominee information requirements. We did not identify any material omissions or deficiencies.

3. Compliance Assessment — Vanessa Loring. The nomination materials for Ms. Loring include the following:

• Identification: Full name, age (44), business address, and residence address are provided. Her business address is the same as Corvus Peak's principal office.

• Principal occupation: Managing Director at Corvus Peak Capital Partners LP.

• Share ownership: The Director Questionnaire discloses that Ms. Loring does not directly or beneficially own any shares of AGMG common stock in her personal capacity. However, the questionnaire notes that Ms. Loring may be deemed an "associated person" of Corvus Peak given her employment relationship and that Corvus Peak beneficially owns approximately 8.7% of the Company's outstanding shares. The questionnaire does not indicate that Ms. Loring has any carried interest, performance-based compensation, or other economic arrangement that is tied to the performance of Corvus Peak's AGMG investment, though this is a matter that should be explored further.

• Regulation 14A information: Biographical information for Ms. Loring is provided, covering her professional experience, educational background, and other current affiliations.

• Director Questionnaire: A completed and signed Director Questionnaire is included. Our preliminary review suggests that the questionnaire responses are generally responsive, though certain responses relating to relationships and arrangements with Corvus Peak are somewhat terse. In particular, the questionnaire asks whether the nominee has any "agreement, arrangement, or understanding" with any person regarding the nominee's service as a director, and Ms. Loring's response is limited to the statement that she is an employee of Corvus Peak but has no specific agreement regarding how she would act or vote as a director. This response, while facially responsive, may benefit from further inquiry, as discussed below.

• Written representation and agreement: Ms. Loring's signed representation and agreement is included. The representation states that Ms. Loring "is not a party to any agreement, arrangement, or understanding with any person" regarding how she would act or vote on any issue or question as a director of the Company.

We note that this representation warrants close scrutiny given Ms. Loring's current employment at Corvus Peak, which inherently creates an alignment of interests with Corvus Peak's stated campaign objectives (strategic review, board refreshment, CEO succession planning). However, the Bylaws' representation requirement specifically addresses formal agreements, arrangements, or understandings regarding how a nominee would act or vote on specific issues or questions as a director. Absent evidence of a specific binding arrangement — as distinct from a general employment relationship and the philosophical alignment that naturally accompanies such a relationship — the representation appears to be facially compliant. We are not aware of any Delaware Court of Chancery decision that has held that an employment relationship alone, without more, constitutes the type of "agreement, arrangement, or understanding" that must be disclosed under a standard advance notice bylaw provision.

That said, the Board should be aware that if Ms. Loring is elected and subsequently acts in a manner that suggests she is taking direction from Corvus Peak on specific Board matters, questions could arise regarding the accuracy of this representation. This is a matter for ongoing monitoring rather than a basis for challenging the procedural validity of the nomination at this stage.

Assessment: Ms. Loring's nomination materials appear to comply with the nominee information requirements, subject to the independence qualification discussed in Part VI below and the observation regarding the completeness of her questionnaire responses. We do not believe that the issues identified rise to the level of a material deficiency that would justify rejection of the nomination.

4. Compliance Assessment — Dr. Raymond Chu. The nomination materials for Dr. Chu include the following:

• Identification: Full name, age (61), business address, and residence address are provided.

• Principal occupation: Former President of Helix Media Networks Inc.

• Share ownership: The nomination letter confirms that Dr. Chu does not beneficially own any shares of AGMG common stock.

• Regulation 14A information: Biographical information for Dr. Chu is provided, covering his professional experience, educational background, and other current affiliations.

• Director Questionnaire: A completed and signed Director Questionnaire is included. The questionnaire appears to have been filled out in a thorough and responsive manner.

• Written representation and agreement: Dr. Chu's signed representation and agreement is included and addresses each of the three required elements.

Assessment: Dr. Chu's nomination materials appear to comply with all applicable nominee information requirements. We did not identify any material omissions or deficiencies.

E. Supplemental Information and Updating Obligations

1. Bylaw Provision. Article II, Section 2.12(d) of the Bylaws requires that the information provided in a shareholder's notice of nomination be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice is true and correct (i) as of the record date for the determination of shareholders entitled to notice of, and to vote at, the annual meeting, and (ii) as of the date that is ten (10) business days prior to the date of the annual meeting or any adjournment or postponement thereof. Any such update and supplement must be delivered to the Corporate Secretary at the principal executive offices of the Company not later than five (5) business days after the record date (in the case of the update required under clause (i)) and not later than eight (8) business days prior to the date for the meeting or any adjournment or postponement thereof (in the case of the update required under clause (ii)).

2. Compliance Assessment. As of the date of this memorandum (March 5, 2024), the Corvus Peak nomination has been received only four days ago, and no updating obligation has yet arisen. The Board has not yet set the record date for the 2024 Annual General Meeting, and the meeting date itself has not been formally established (though the anniversary of the 2023 meeting — June 9, 2024 — is the currently anticipated date).

Once the record date is established, Corvus Peak will be obligated to update and supplement its nomination notice within the timeframes prescribed by the Bylaws. If Corvus Peak fails to timely comply with its updating obligations, the Company may have a basis for challenging the validity of the nominations at that time.

We recommend that the Company take the following steps: (i) promptly establish the record date for the 2024 Annual General Meeting so that the updating timeline is set in motion; (ii) formally notify Corvus Peak and its counsel at Blackthorn Howell & Crane LLP of the established record date and meeting date and remind them of the updating obligations; and (iii) monitor for the timely receipt of any required updates and supplements, and preserve the Company's rights to challenge the nominations if Corvus Peak fails to comply.

V. Additional Substantive Bylaw Requirements

A. Number of Nominees

The Bylaws do not appear to impose a numerical cap on the number of director candidates that a shareholder may nominate. Some advance notice bylaws restrict shareholders to nominating no more than a specified number or percentage of the total Board seats up for election. AGMG's Bylaws contain no such limitation.

Corvus Peak has nominated three candidates for a Board that currently has ten voting seats (with one vacancy following the resignation of Marcus Vane). Given that the full Board is elected annually under the declassified structure, all ten seats (or such other number as the Board determines) will be up for election at the 2024 Annual General Meeting. Three nominees are well within the total number of seats available for election, and no compliance concern arises from the number of nominees submitted.

B. Forum Selection Provision

Section 11.1 of the Bylaws designates the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the Superior Court of the State of Delaware, or, if neither state court has jurisdiction, the federal district court for the District of Delaware) as the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Company to the Company or the Company's shareholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation, or the Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine.

A dispute regarding the validity of director nominations under the Bylaws falls squarely within the scope of this forum selection clause. Accordingly, any litigation regarding the Corvus Peak nominations — whether initiated by the Company, by Corvus Peak, or by any other shareholder — would be required to be brought in the Court of Chancery of the State of Delaware. Forum selection clauses of this nature have been upheld by the Delaware Supreme Court as valid and enforceable. See Salzberg v. Sciabacucchi, 227 A.3d 102 (Del. 2020); Boilermakers Local 154 Ret. Fund v. Chevron Corp., 73 A.3d 934 (Del. Ch. 2013).

C. Majority Voting vs. Plurality Voting

Under Article II, Section 2.14 of the Bylaws, the voting standard for the election of directors depends on whether the election is contested or uncontested:

• Uncontested elections: In any election of directors that is not a contested election, each director shall be elected by a majority of the votes cast with respect to such director's election. Any incumbent director who fails to receive a majority of votes cast in an uncontested election is required to tender his or her resignation to the Board, which the Board is then required to act on within a specified period.

• Contested elections: In any contested election — defined as an election in which the number of nominees for director exceeds the number of directors to be elected — each director shall be elected by a plurality of the votes cast.

The submission of three Corvus Peak nominees in addition to the Company's own nominees for the re-election of its incumbent directors will cause the total number of nominees to exceed the number of available Board seats, thereby triggering the contested election plurality voting standard for the 2024 Annual General Meeting. Under a plurality standard, the candidates receiving the highest number of votes — up to the number of seats to be filled — are elected, regardless of whether they receive a majority of votes cast. This is a significant distinction from the majority voting standard, as it means that a nominee can be elected with fewer than 50% of the votes cast, and the mandatory resignation policy applicable to uncontested elections does not apply.

The transition to the plurality standard has important implications for the Company's proxy contest strategy and should be factored into the Board's planning and communications with shareholders.

VI. Independence and Qualification Considerations

While the following observations are not strictly "advance notice" compliance issues — the Bylaws do not require that shareholder nominees satisfy any independence or qualification criteria as a condition of nomination — we flag them as relevant to the Board's broader assessment of the Corvus Peak nominees and the Company's preparation for the contested election.

A. Vanessa Loring — Independence Under NYSE Listing Standards

As a current employee (Managing Director) of Corvus Peak Capital Partners LP, Vanessa Loring would not be considered "independent" under Section 303A.02 of the NYSE Listed Company Manual if Corvus Peak is treated as having a material relationship with the Company. Given Corvus Peak's 8.7% ownership stake, its public activist campaign against the Company, and its role as the nominating shareholder, it is likely that the NYSE would view Corvus Peak as having a material relationship with AGMG that precludes a finding of independence for any current Corvus Peak employee.

This determination does not invalidate Ms. Loring's nomination. The Bylaws do not require that shareholder nominees be independent, and neither the DGCL nor the NYSE listing standards prohibit non-independent individuals from serving on a public company board. However, Ms. Loring's lack of independence would have practical consequences if she is elected:

• Ms. Loring would be ineligible to serve on the Audit Committee, the Compensation Committee, or the Nominating & Governance Committee, each of which is required by NYSE rules and the Company's Corporate Governance Guidelines to be composed entirely of independent directors.

• Ms. Loring's presence on the Board could affect the Board's overall independence ratio, which is disclosed in the Company's proxy statement and is a factor considered by proxy advisory firms in their voting recommendations.

• To the extent the Board relies on the "independence" of its directors in communications with shareholders and proxy advisory firms, the election of a non-independent Corvus Peak employee could complicate the Company's governance narrative.

These considerations are relevant to the Board's engagement strategy and proxy contest messaging, but they do not affect the procedural validity of the nomination.

B. Malcolm Trask and Dr. Raymond Chu

Based on publicly available information reviewed in connection with this memorandum, neither Mr. Trask nor Dr. Chu appears to have a disqualifying relationship that would prevent either from serving as an independent director of AGMG under NYSE listing standards or the Company's Corporate Governance Guidelines. Mr. Trask's former position as CEO of Archway Digital Holdings Inc. and Dr. Chu's former position as President of Helix Media Networks Inc. are not, in themselves, relationships that would impair independence, provided that the companies in question do not have a material commercial relationship with AGMG.

However, we note that both Mr. Trask and Dr. Chu are described in the nomination materials as having been identified and recruited by Corvus Peak as candidates for the AGMG Board. Their relationships (if any) with Damien Solberg, Erin Nakamura, or other Corvus Peak principals should be examined as part of the Board's independent due diligence. In particular, the Nominating & Governance Committee should determine whether either nominee has served as a consultant or advisor to Corvus Peak, whether either has a personal or professional relationship with any Corvus Peak principal that predates the AGMG campaign, and whether either has any financial arrangement with Corvus Peak that has not been disclosed in the nomination materials. Such relationships would not necessarily disqualify the nominees, but they could be relevant to the Board's assessment of the nominees' true independence and to the Company's proxy contest messaging.

VII. Delaware Law Considerations

A. DGCL Framework

Under § 211 of the DGCL, shareholders of a Delaware corporation have the right to nominate directors for election at annual meetings of shareholders. The DGCL does not itself prescribe advance notice requirements for shareholder nominations; rather, it authorizes corporations to adopt bylaws governing the procedures for shareholder nominations, subject to equitable limitations.

Delaware courts have consistently upheld advance notice bylaws as valid exercises of the board's authority to manage the corporation's affairs, provided that such bylaws are reasonable in scope and application and were adopted for legitimate corporate governance purposes — such as ensuring orderly election procedures and providing the board and other shareholders with adequate notice of nominations — rather than to entrench incumbent directors or to frustrate the exercise of the shareholder franchise. See, e.g., Hubbard v. Hollywood Park Realty Enters. Corp., 1991 WL 3151 (Del. Ch. Jan. 14, 1991); Openwave Sys. Inc. v. Harbinger Capital Partners Master Fund I, Ltd., 924 A.2d 228 (Del. Ch. 2007).

The Delaware Court of Chancery has specifically approved advance notice windows in the 90-to-120-day range as reasonable. AGMG's advance notice window — requiring delivery not earlier than 120 days and not later than 90 days before the anniversary of the prior year's annual meeting — falls squarely within the range that Delaware courts have upheld. There is no basis to argue that the window itself is unreasonably narrow or burdensome.

At the same time, Delaware courts have made clear that advance notice bylaws must be applied in good faith and in an even-handed manner. A board that attempts to use an advance notice bylaw to exclude facially compliant nominations risks a finding of inequitable conduct, particularly where the challenge appears motivated by a desire to prevent a contested election. See AB Value Partners, LP v. Kreisler Mfg. Corp., 2014 WL 7150465 (Del. Ch. Dec. 16, 2014) (enjoining board's rejection of a shareholder's nomination on advance notice grounds where the nomination substantially complied with the bylaws and the board's objections were pretextual).

B. Risk Assessment — Challenging Corvus Peak's Nominations

Any challenge to the validity of the Corvus Peak nominations on procedural grounds would be litigated in the Court of Chancery of the State of Delaware, pursuant to the forum selection clause in Section 11.1 of the Bylaws. Based on our analysis, such a challenge would carry substantial litigation risk for the following reasons:

First, the nomination is facially timely. The March 1, 2024 delivery date falls well within the February 10 – March 11, 2024 advance notice window, and there is no dispute regarding the date of delivery. A timeliness challenge would be frivolous.

Second, the nomination appears to satisfy the material procedural and substantive requirements of the Bylaws in all respects. While there are areas where additional detail or supplementation might be requested — particularly with respect to the derivative and hedging disclosures and Ms. Loring's questionnaire responses — these are not the types of deficiencies that Delaware courts have treated as grounds for invalidating a nomination. The Court of Chancery has generally applied a "substantial compliance" standard, rather than a "hyper-technical" standard, when assessing whether a shareholder nomination satisfies the requirements of an advance notice bylaw. See Openwave, 924 A.2d at 239–40.

Third, a procedural challenge to facially compliant nominations would likely be perceived negatively by the Court of Chancery, which has expressed skepticism toward boards that seek to use advance notice provisions as offensive weapons to block shareholder nominations rather than as the procedural safeguards they are intended to be. A court faced with a challenge to these nominations might view the Company's position as an attempt to frustrate the shareholder franchise, which could lead to an adverse ruling and a finding of inequitable conduct.

Fourth, beyond the courtroom, a procedural challenge would carry significant reputational and strategic risk. Proxy advisory firms — particularly ISS and Tarrant Partners LLC — routinely evaluate the conduct of boards in contested elections, and a challenge to facially compliant nominations could be viewed as evidence of entrenchment. This perception could negatively affect the advisory firms' voting recommendations and influence the decisions of institutional shareholders.

In this regard, we note that AGMG's shareholder base includes several significant institutional investors that are likely to be attentive to governance process issues, including Thorne Capital Management LP (approximately 6.3% ownership), Ridgeway Asset Management Ltd. (approximately 5.1% ownership), and Windermere Pension Trust (approximately 4.4% ownership). A procedural challenge that is perceived as overreaching could alienate these shareholders and strengthen Corvus Peak's narrative that the Board is prioritizing self-preservation over shareholder interests.

For all of these reasons, we strongly advise against any challenge to the Corvus Peak nominations on procedural grounds.

VIII. Recommendations

Based on the foregoing analysis, we respectfully make the following recommendations to the Board of Directors:

1. Do not challenge the nominations on procedural grounds. The Corvus Peak nominations appear to satisfy all material advance notice requirements of the Bylaws. Any challenge on procedural grounds would carry significant legal risk in the Court of Chancery, would likely fail under the substantial compliance standard applied by Delaware courts, and could be perceived negatively by proxy advisory firms, institutional shareholders, and the market. The Board's resources are better directed toward substantive election preparation.

2. Confirm compliance with updating obligations. The Company should monitor whether Corvus Peak timely updates and supplements its nomination notice as required by Article II, Section 2.12(d) of the Bylaws upon establishment of the record date for the 2024 Annual General Meeting and prior to the annual meeting date. We recommend that, promptly following the Board's establishment of the record date and meeting date, the Company's Corporate Secretary send a formal notice to Corvus Peak and its counsel at Blackthorn Howell & Crane LLP reminding them of the applicable updating deadlines and requesting timely compliance. The Company should preserve its rights to challenge the nominations if Corvus Peak fails to comply with its updating obligations.

3. Conduct independent due diligence on nominees. The Nominating & Governance Committee should commission comprehensive background checks on all three Corvus Peak nominees, including D&O questionnaire supplementation, criminal background checks, credit checks, litigation history searches, and regulatory disclosure reviews. The Committee should also conduct its own independence assessments under NYSE listing standards and the Company's Corporate Governance Guidelines, with particular attention to any relationships between the nominees and Corvus Peak principals — including Damien Solberg, Erin Nakamura, and other members of Corvus Peak's investment team — that may not have been fully disclosed in the nomination materials.

4. Preserve the record. Nadine Khalil, as Corporate Secretary, should maintain a complete and secure record of the entire nomination package as received, including the original nomination letter, all attachments and exhibits, the time-stamped courier receipt confirming the date and time of hand delivery, the email transmission records, and all subsequent correspondence with Corvus Peak or its representatives regarding the nominations. This record should be preserved in the event that any timeliness, completeness, or accuracy questions arise at a later date.

5. Coordinate with proxy solicitor and outside advisors. We recommend that the Board promptly advise Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director), the Company's proxy solicitor, and Ashworth Velmoran LLP (Martin Cho, Lead Partner), the Company's litigation counsel for the contest, of this analysis and our conclusion that the Corvus Peak nominations should be treated as procedurally valid. This coordination will ensure that the Company's proxy contest defense strategy does not rely on procedural challenges to the nominations and that all advisors are aligned on the recommended approach.

6. Prepare for contested election mechanics. The Corvus Peak nominations trigger the contested election plurality voting standard under the Bylaws. The Board should begin preparing its own slate of nominees and proxy materials promptly. The Company engaged Citrine Advisory Group as proxy solicitor on February 28, 2024, and the filing of preliminary proxy statements with the SEC will need to occur in the coming weeks. The Board should also consider its engagement strategy with key institutional shareholders in advance of the contested election, including outreach to Thorne Capital Management, Ridgeway Asset Management, Windermere Pension Trust, and other significant holders.

IX. Conclusion

Based on the analysis set forth in this memorandum, the director nominations submitted by Corvus Peak Capital Partners LP on March 1, 2024, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu for election at the 2024 Annual General Meeting of Aurelius Global Media Group PLC, are timely — having been received on March 1, 2024, within the applicable advance notice window of February 10, 2024 through March 11, 2024 — and appear to satisfy the material procedural and substantive requirements of the Company's Amended and Restated Bylaws, effective March 22, 2022.

This conclusion is subject to the qualifications noted herein, including: (i) the need for independent verification of the derivative and hedging disclosures against the Schedule 13D filings; (ii) the observation that certain of Vanessa Loring's questionnaire responses may benefit from further inquiry; and (iii) the requirement that Corvus Peak timely update and supplement its nomination notice as required by the Bylaws upon establishment of the record date and prior to the annual meeting date. None of these qualifications, in our judgment, constitutes a basis for rejecting the nominations at this time.

We recommend that the Board treat the nominations as valid, refrain from challenging them on procedural grounds, and focus its efforts on preparing for a contested election on the merits. Calderwood & Harkness remains available to provide further analysis and guidance as additional information becomes available, as the engagement is formalized, or as the Board otherwise requires.

This memorandum constitutes the preliminary analysis of Calderwood & Harkness LLP and is subject to revision upon formalization of the firm's engagement as independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Audrey Zhou Associate, Capital Markets Group Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 558-4000 Direct: (212) 558-7312

Email: azhou@calderwoodharkness.com

Reviewed by: ________ Nathaniel Bower Partner, Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 558-4000 Direct: (212) 558-6104

Email: nbower@calderwoodharkness.com

cc: Colette Whitman, Associate, Calderwood & Harkness LLP (engagement team) Brendan Walsh, Associate, Calderwood & Harkness LLP (engagement team)

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This memorandum is a privileged and confidential attorney-client communication prepared by Calderwood & Harkness LLP at the direction of the Board of Directors of Aurelius Global Media Group PLC. This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressees identified herein and should not be disclosed, copied, or distributed to any other person without the prior written consent of Calderwood & Harkness LLP.
MEMORANDUM
FROM: Audrey Zhou, Associate, Capital Markets Group, Calderwood & Harkness LLP
Reviewed by Nathaniel Bower, Partner, Calderwood & Harkness LLP
TO: Dame Elspeth Greenvale, Independent Non-Executive Chair, Aurelius Global Media Group PLC Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC
DATE: March 5, 2024
RE: Advance Notice Bylaw Compliance Review — Corvus Peak Capital Partners LP Director Nominations for 2024 Annual General Meeting
MATTER NO.: 1017-00002
Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019
I. Executive Summary
Calderwood & Harkness LLP has been asked to analyze whether the director nominations submitted by Corvus Peak Capital Partners LP ("Corvus Peak") on March 1, 2024, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu for election at the 2024 Annual General Meeting of Aurelius Global Media Group PLC ("AGMG" or the "Company"), comply with the procedural and substantive requirements of the Company's Amended and Restated Bylaws, effective March 22, 2022 (the "Bylaws"). This memorandum sets forth our analysis of the relevant Bylaw provisions, summarizes our review of the nomination package and supporting documentation, and provides our preliminary conclusions and recommendations.
Conclusion. Based on the materials reviewed and the analysis set forth herein, the Corvus Peak nominations are timely — having been received on March 1, 2024, which falls within the applicable advance notice window of February 10, 2024 through March 11, 2024 — and appear to satisfy the material procedural and substantive requirements of the Bylaws. This conclusion is subject to certain qualifications discussed below, particularly regarding the completeness of nominee questionnaire responses submitted on behalf of Vanessa Loring and certain representations concerning voting commitments and arrangements that warrant further scrutiny in light of Ms. Loring's employment relationship with Corvus Peak.
Recommendation. We recommend that the Board treat the nominations as valid and refrain from challenging them on procedural grounds. In our assessment, any such challenge would carry substantial litigation risk in the Court of Chancery of the State of Delaware and could be perceived negatively by proxy advisory firms — including Thackeray Health IT ("ISS") and Westmark Solutions — as well as by institutional shareholders. A procedural challenge to facially compliant nominations would risk reinforcing Corvus Peak's public narrative that the Board is more concerned with entrenchment than with shareholder engagement. Instead, the Board should focus its resources on substantive election preparation, including due diligence on the nominees, preparation of the Company's own slate, and coordination with its proxy solicitor and outside advisors.
II. Scope of Review
In preparing this memorandum, we have reviewed the following documents and materials:
1. Amended and Restated Bylaws of Aurelius Global Media Group PLC, effective March 22, 2022 (the "Bylaws"), as provided to us by the Office of the General Counsel.
2. Restated Certificate of Incorporation of Aurelius Global Media Group PLC, filed with the Delaware Secretary of State (originally filed September 14, 2009; last restated March 22, 2022), as provided to us by the Office of the General Counsel.
3. Corvus Peak's nomination letter dated March 1, 2024, together with all attachments and exhibits thereto, including completed director questionnaires for each of the three nominees, written representations and agreements executed by each nominee, and supporting ownership documentation.
4. Schedule 13D filed by Corvus Peak Capital Partners LP with the Securities and Exchange Commission on January 18, 2024 (initial filing), disclosing beneficial ownership of approximately 6.1% of the Company's outstanding common stock.
5. Amended Schedule 13D filed by Corvus Peak Capital Partners LP with the Securities and Exchange Commission on February 26, 2024 (Amendment No. 1), disclosing an increase in beneficial ownership to approximately 8.7% of the Company's outstanding common stock (approximately 35,896,200 shares of the 412,600,000 shares of common stock then outstanding) and announcing Corvus Peak's intention to nominate three director candidates for election at the 2024 Annual General Meeting.
6. Corvus Peak demand letter to the Board of Directors of AGMG, dated February 12, 2024, demanding (i) the appointment of two new independent directors, (ii) a strategic review of the Company's portfolio and capital allocation, and (iii) a formal CEO succession plan.
7. Prior year proxy statement and definitive proxy materials for the June 9, 2023 Annual General Meeting of Aurelius Global Media Group PLC, filed with the SEC on Schedule 14A.
8. Relevant provisions of the Delaware General Corporation Law ("DGCL"), including §§ 109, 141, 211, and 216, as well as applicable Delaware case law regarding the enforceability and interpretation of advance notice bylaws.
We have not independently verified the factual representations contained in the Corvus Peak nomination letter or the nominees' questionnaire responses, and we have relied on the accuracy and completeness of the documents provided to us. To the extent that any material inaccuracy or omission is subsequently discovered, our conclusions may need to be revised.
Note on Timing. This memorandum was prepared at the request of AGMG's General Counsel & Corporate Secretary, Nadine Khalil, who forwarded the Corvus Peak nomination package to Calderwood & Harkness on the date of its receipt, March 1, 2024. Calderwood & Harkness's formal engagement as independent governance counsel to the Board of Directors of AGMG does not open until March 12, 2024, upon execution of the engagement letter currently under review. This preliminary analysis is provided in advance of the formalization of the engagement based on preliminary authorization received from Dame Elspeth Greenvale, Independent Non-Executive Chair, on March 2, 2024. Upon formal engagement, we will be available to supplement this memorandum as circumstances warrant.
III. Background
A. The Company
Aurelius Global Media Group PLC ("AGMG" or the "Company") is a public limited company incorporated under the laws of the State of Delaware (Delaware File Number 4827193; Employer Identification Number 26-4831097). The Company is also registered as an overseas company in England and Wales under the applicable provisions of the Companies Act 2006. AGMG's principal executive office is located at 14 Sceptre Row, London EC2V 7QN, United Kingdom.
AGMG's ordinary shares are listed on the New York Stock Exchange under the ticker symbol "AGMG" and are admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L." As a dual-listed company, AGMG is subject to the regulatory requirements of both the SEC and the FCA, as well as the listing rules of the NYSE and the London Stock Exchange. However, as a Delaware-incorporated company, its internal corporate affairs — including the validity of director nominations and the enforceability of its bylaws — are governed by Delaware law.
As of March 1, 2024, AGMG had 412,600,000 shares of common stock outstanding and a market capitalization of approximately £6.82 billion (approximately $8.65 billion at an exchange rate of $1.2683 per British pound). The Company's registered agent in the State of Delaware is Pinnacle Corporate Services Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
B. The Activist and Its Stake
Corvus Peak Capital Partners LP ("Corvus Peak") is a Delaware limited partnership with its principal office at 590 Lexington Avenue, 34th Floor, New York, New York 10022. Corvus Peak's general partner is Corvus Peak Management LLC, also a Delaware limited liability company. The firm's Founding Partner and Chief Investment Officer is Damien Solberg. The Portfolio Manager leading the AGMG campaign is Erin Nakamura. Corvus Peak manages assets of approximately $7.2 billion across a range of activist and event-driven investment strategies.
The timeline of Corvus Peak's involvement with AGMG is as follows:
• January 18, 2024: Corvus Peak filed an initial Schedule 13D with the SEC disclosing beneficial ownership of approximately 6.1% of AGMG's outstanding common stock. The Schedule 13D indicated that Corvus Peak had acquired its position over the preceding several months and intended to engage with the Company's Board and management regarding strategic and governance matters.
• February 12, 2024: Corvus Peak sent a letter to the Board of Directors of AGMG (the "Demand Letter") demanding: (i) the appointment of two new independent directors with relevant media industry experience; (ii) a comprehensive strategic review of the Company's portfolio, capital allocation, and cost structure; and (iii) the implementation of a formal CEO succession plan. The Demand Letter was publicly released by Corvus Peak simultaneously with its delivery to the Company.
• February 26, 2024: Corvus Peak filed Amendment No. 1 to its Schedule 13D with the SEC, disclosing an increase in its beneficial ownership stake to approximately 8.7% of the Company's outstanding common stock. Based on the 412,600,000 shares outstanding, this represents approximately 35,896,200 shares, acquired at an average cost basis of approximately $20.97 per share, representing a total investment of approximately $752.8 million. The amended filing also disclosed Corvus Peak's intention to nominate three director candidates for election at the Company's 2024 Annual General Meeting.
• March 1, 2024: Corvus Peak submitted its formal director nominations to the Company's Corporate Secretary, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu for election at the 2024 Annual General Meeting.
Corvus Peak is represented by Blackthorn Howell & Crane LLP, with its principal office at 1301 Avenue of the Americas, New York, New York 10019. The lead partner on the engagement is Dominic Sayer, and the lead associate is Kathleen Bryce. Corvus Peak's proxy solicitor is Falconer Strauss LLC, located at 375 Park Avenue, Suite 3500, New York, New York 10152. The lead contact at Falconer Strauss is Derek Huang.
C. The Nominees
Corvus Peak has nominated the following three individuals for election to the AGMG Board of Directors at the 2024 Annual General Meeting:
Malcolm Trask. Mr. Trask, age 58, is the former Chief Executive Officer of Archway Digital Holdings Inc., a Delaware corporation that operated a portfolio of digital media properties before its acquisition by a strategic buyer in 2021. Mr. Trask served as CEO of Archway Digital from 2014 through the completion of the acquisition. Prior to joining Archway Digital, Mr. Trask held senior management positions at several technology and media companies. According to the nomination materials, Mr. Trask brings extensive experience in digital media strategy, technology management, and operational transformation.
Vanessa Loring. Ms. Loring, age 44, is currently a Managing Director at Corvus Peak Capital Partners LP, where she specializes in governance and activist campaign strategy. Ms. Loring joined Corvus Peak in 2018 after serving as a Vice President at another activist-oriented investment firm. According to the nomination materials, Ms. Loring has extensive experience in corporate governance, board composition, and shareholder engagement. As discussed in Part VI below, Ms. Loring's current employment at Corvus Peak raises questions about her independence under applicable listing standards, though this does not bear on the procedural validity of her nomination.
Dr. Raymond Chu. Dr. Chu, age 61, is the former President of Helix Media Networks Inc., a Delaware corporation that operated broadcast and cable television networks. Dr. Chu served as President of Helix Media Networks from 2010 to 2019. Prior to his tenure at Helix, Dr. Chu held senior executive roles at several media and entertainment companies and served on the boards of two publicly traded media companies. According to the nomination materials, Dr. Chu brings deep media industry expertise and experience with content strategy, distribution partnerships, and regulatory affairs.
D. Procedural Context
The 2023 Annual General Meeting of AGMG was held on June 9, 2023. Absent a change in meeting date, the 2024 Annual General Meeting is expected to be held on or about June 9, 2024, which is the anniversary of the prior year's meeting.
The AGMG Board of Directors currently consists of ten voting members. One seat was recently vacated by the resignation of Marcus Vane, which was announced on February 22, 2024 and became effective on March 8, 2024. In addition, Nadine Khalil serves as General Counsel & Corporate Secretary in a non-voting capacity and attends Board meetings in that role. Following Mr. Vane's resignation, the Board will consist of nine voting members pending any appointment to fill the vacancy.
Importantly, the AGMG Board is fully declassified. Shareholders approved declassification at the 2021 Annual General Meeting, and all directors have stood for election annually since the 2022 Annual General Meeting. Accordingly, all incumbent directors (or their replacements on the Company's slate) will stand for election at the 2024 Annual General Meeting, together with any shareholder nominees.
Under the Bylaws, directors in uncontested elections are elected by a majority of votes cast. However, in contested elections — defined as elections in which the number of nominees exceeds the number of directors to be elected — directors are elected by a plurality of votes cast. The submission of Corvus Peak's three nominees, in addition to the Company's own nominees for re-election, will cause the number of nominees to exceed the number of available Board seats, thereby triggering the contested election plurality voting standard for the 2024 Annual General Meeting. This is a significant procedural consequence that affects the proxy contest dynamics and the vote thresholds applicable to each candidate.
IV. Advance Notice Bylaw Requirements — Detailed Analysis
We have conducted a provision-by-provision analysis of the Bylaws' advance notice requirements as applied to the Corvus Peak nominations. Our analysis addresses each material requirement in turn.
A. Timeliness of Notice
1. Bylaw Provision. Article II, Section 2.12(a)(ii) of the Amended and Restated Bylaws requires that shareholder nominations for director elections at an annual meeting of shareholders must be delivered to the Corporate Secretary of the Company at the Company's principal executive offices not earlier than one hundred and twenty (120) days and not later than ninety (90) days before the first anniversary of the preceding year's annual meeting of shareholders. The Bylaws further provide that if the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than seventy (70) days from the anniversary date, notice must be delivered not earlier than one hundred and twenty (120) days prior to such annual meeting and not later than the later of ninety (90) days prior to such annual meeting or the tenth (10th) day following the date on which public announcement of the date of such meeting is first made.
The purpose of this provision is to ensure that the Company and its shareholders receive adequate notice of shareholder nominations in advance of the annual meeting, while providing a reasonable window during which shareholders may submit such nominations. The 120-to-90-day window is a commonly adopted framework in advance notice bylaws of Delaware corporations and has been upheld as reasonable by the Delaware Court of Chancery.
2. Calculation of the Advance Notice Window. The 2023 Annual General Meeting was held on June 9, 2023. As of the date of this memorandum, the Company has not publicly announced a change to the customary meeting date. Accordingly, the anniversary of the prior year's annual meeting for purposes of calculating the advance notice window is June 9, 2024.
The advance notice window is calculated as follows:
• Window opens: 120 days before June 9, 2024 = February 10, 2024
• Window closes: 90 days before June 9, 2024 = March 11, 2024
The applicable advance notice window for the 2024 Annual General Meeting therefore runs from February 10, 2024 through March 11, 2024, inclusive.
We note that the Bylaws do not specify whether calendar days or business days are to be used in calculating the 120-day and 90-day periods. Under Delaware law, in the absence of a specific indication to the contrary, days are generally construed as calendar days. We have calculated the window using calendar days, consistent with standard Delaware practice and the approach adopted by the Court of Chancery in comparable cases. We have also confirmed that neither the opening date (February 10) nor the closing date (March 11) falls on a weekend or Delaware state holiday, though this would not be material to the calculation in any event because the Bylaws reference delivery rather than filing.
3. Date of Corvus Peak's Nomination Submission. Corvus Peak's formal nomination letter bears the date of March 1, 2024. The letter was received by the Office of the Corporate Secretary (Nadine Khalil) on March 1, 2024. According to the transmittal records provided by Ms. Khalil's office, the nomination package was delivered by hand via courier at approximately 10:47 a.m. GMT to the Company's principal executive office at 14 Sceptre Row, London EC2V 7QN, United Kingdom. A signed courier receipt confirms the date and time of delivery. Simultaneously, a complete copy of the nomination package, including all attachments and exhibits, was transmitted by email to the Corporate Secretary's official email address.
A copy of the nomination package was also delivered to the Company's registered agent, Pinnacle Corporate Services Inc., at 1209 Orange Street, Wilmington, Delaware 19801, though delivery to the registered agent is not required under the Bylaws.
March 1, 2024 falls within the advance notice window of February 10 through March 11, 2024. There is no dispute regarding the date of delivery.
4. Conclusion on Timeliness. The nomination is timely. It was delivered after the advance notice window opened on February 10, 2024 and before the window closed on March 11, 2024. The nomination letter was received by the appropriate addressee at the Company's principal executive offices on a date squarely within the applicable window, and the date and time of delivery are supported by documentary evidence. There is no viable basis for a timeliness challenge.
B. Delivery Method and Addressee
1. Bylaw Provision. Article II, Section 2.12(a)(ii) of the Bylaws requires that the shareholder's notice be delivered to the Corporate Secretary of the Company at the Company's principal executive offices. The Bylaws specify that the notice must be "in writing." The Bylaws do not prescribe a specific method of delivery (e.g., personal delivery, overnight courier, certified mail), nor do they require that delivery be made to any other person or location in addition to the Corporate Secretary at the principal executive offices.
2. Compliance Assessment. The Corvus Peak nomination letter was addressed to "Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC, 14 Sceptre Row, London EC2V 7QN, United Kingdom." The letter was delivered by hand via courier to the Company's principal executive office at that address, and delivery was confirmed by a signed courier receipt bearing the date of March 1, 2024. The nomination letter was also transmitted simultaneously by email, providing an additional record of delivery.
In addition, Corvus Peak delivered a simultaneous copy of the nomination package to the Company's Delaware registered agent, Pinnacle Corporate Services Inc., at 1209 Orange Street, Wilmington, Delaware 19801. While delivery to the registered agent was not required by the Bylaws, this supplemental delivery further supports the completeness of Corvus Peak's nomination submission and eliminates any potential argument that the nomination was deficient because it was delivered only to the Company's London office rather than to an address in the state of incorporation.
The nomination was delivered in writing, to the Corporate Secretary, at the Company's principal executive offices, as required by the Bylaws. The delivery method and addressee requirements are satisfied.
C. Nominating Shareholder Information Requirements
1. Bylaw Provision. Article II, Section 2.12(b) of the Bylaws requires that a shareholder's notice of nomination include the following information regarding the nominating shareholder and any "associated person" of such shareholder:
(a) the name and address of the nominating shareholder, as they appear on the Company's books, and of any associated person on whose behalf the nomination is made;
(b) the class, series, and number of all shares of the Company's capital stock that are beneficially owned by the nominating shareholder and any associated persons, together with the date(s) of acquisition of such shares;
(c) a description of any derivative positions, hedging transactions, short interests, or other economic interests in the Company's securities held by the nominating shareholder or any associated persons;
(d) a representation that the nominating shareholder is a holder of record of stock of the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the persons named in the notice;
(e) a representation as to whether the nominating shareholder intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Company's outstanding capital stock required to elect the nominee(s); and
(f) any other information relating to the nominating shareholder and any associated persons that would be required to be disclosed in a proxy statement or other filing required under Section 14(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, in connection with solicitations of proxies for the election of directors in a contested election.
2. Compliance Assessment. Corvus Peak's nomination letter identifies Corvus Peak Capital Partners LP as the nominating shareholder and discloses the following:
• Identity and address: The letter identifies Corvus Peak Capital Partners LP, with its principal office at 590 Lexington Avenue, 34th Floor, New York, New York 10022. The letter further identifies Corvus Peak Management LLC as Corvus Peak's general partner and the entity with investment discretion over the AGMG shares. The letter identifies Damien Solberg (Founding Partner & CIO of Corvus Peak) and Erin Nakamura (Portfolio Manager, AGMG Campaign) as "associated persons" of the nominating shareholder.
• Share ownership: The letter discloses beneficial ownership of approximately 8.7% of the Company's outstanding common stock, representing approximately 35,896,200 shares. This figure is consistent with the disclosure in Corvus Peak's amended Schedule 13D filed on February 26, 2024. The letter provides the date range during which the shares were acquired (November 2023 through February 2024) and references the more detailed ownership history set forth in the Schedule 13D.
• Derivative positions and hedging: The letter includes a section addressing derivative positions, hedging transactions, and short interests. We note, however, that this disclosure is presented in summary form and cross-references the amended Schedule 13D for additional detail. We recommend that the Company independently verify the completeness and accuracy of the derivative and hedging disclosures by comparing the nomination letter to the Schedule 13D filing, any subsequent amendments thereto, and publicly available transaction data. If there are material discrepancies, the Company may have a basis for requesting supplementation.
• Record holder representation: The letter represents that Corvus Peak is a beneficial owner of shares entitled to vote at the 2024 Annual General Meeting and intends to appear in person or by proxy at the meeting to make the nominations described therein. The letter notes that Corvus Peak's shares are held in "street name" through a prime broker, and attaches documentation from the prime broker confirming the number of shares held.
• Proxy statement representation: The letter includes a representation that Corvus Peak intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Company's outstanding capital stock reasonably believed by Corvus Peak to be required to elect its nominees.
• Additional SEC-required information: The letter indicates that it contains all information that would be required under the proxy rules of the Securities Exchange Act of 1934 in connection with a solicitation of proxies for the election of directors in a contested election, and cross-references Corvus Peak's forthcoming preliminary proxy statement to be filed on Schedule 14A.
Assessment. The shareholder information requirements appear to be substantially satisfied. The nomination letter addresses each of the enumerated categories of required information. The one area warranting additional scrutiny is the completeness of the derivative and hedging disclosures, which are presented in summary form rather than with the level of granularity that might be expected under a strict reading of the Bylaw provision. However, given that the disclosures are supplemented by Corvus Peak's SEC filings, which are publicly available and subject to independent verification, we do not believe that this presents a material deficiency that would justify rejection of the nomination.
D. Nominee Information Requirements
1. Bylaw Provision. Article II, Section 2.12(c) of the Bylaws requires that for each person whom the nominating shareholder proposes to nominate for election as a director, the nominating shareholder's notice must include:
(a) the nominee's name, age, business address, and residence address;
(b) the nominee's principal occupation or employment;
(c) the class, series, and number of all shares of the Company's capital stock that are beneficially owned by the nominee;
(d) all information relating to the nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;
(e) a completed and signed questionnaire with respect to the background, qualifications, stock ownership, and independence of the nominee, in the form required by the Company (the "Director Questionnaire"); and
(f) a written representation and agreement, signed by the nominee, that the nominee: (i) is not and will not become a party to any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity as to how the nominee, if elected as a director of the Company, will act or vote on any issue or question, other than issues or questions where such agreement, arrangement, understanding, commitment, or assurance has been publicly disclosed; (ii) is not and will not become a party to any agreement, arrangement, or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a director that has not been disclosed in such representation; and (iii) if elected as a director of the Company, will comply with all applicable publicly disclosed corporate governance, ethics, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines of the Company, and will consent to being named as a nominee in the Company's proxy statement.
2. Compliance Assessment — Malcolm Trask. The nomination materials for Mr. Trask include the following:
• Identification: Full name, age (58), business address, and residence address are provided.
• Principal occupation: Former Chief Executive Officer of Archway Digital Holdings Inc.
• Share ownership: The nomination letter confirms that Mr. Trask does not beneficially own any shares of AGMG common stock.
• Regulation 14A information: The nomination materials include a biographical narrative for Mr. Trask that contains the information typically required for disclosure in a proxy statement under Regulation 14A, including a summary of his professional experience for at least the past five years, his educational background, and his other current board memberships (if any).
• Director Questionnaire: A completed and signed Director Questionnaire is included in the nomination package for Mr. Trask. A preliminary review indicates that the questionnaire has been filled out in a thorough and responsive manner, addressing each question presented in the Company's standard form.
• Written representation and agreement: Mr. Trask's signed representation and agreement is included. The representation addresses each of the three required elements: (i) no agreements regarding how he would vote or act as a director, (ii) no undisclosed compensation arrangements, and (iii) consent to comply with the Company's governance policies and to be named in the proxy statement.
Assessment: Mr. Trask's nomination materials appear to comply with all applicable nominee information requirements. We did not identify any material omissions or deficiencies.
3. Compliance Assessment — Vanessa Loring. The nomination materials for Ms. Loring include the following:
• Identification: Full name, age (44), business address, and residence address are provided. Her business address is the same as Corvus Peak's principal office.
• Principal occupation: Managing Director at Corvus Peak Capital Partners LP.
• Share ownership: The Director Questionnaire discloses that Ms. Loring does not directly or beneficially own any shares of AGMG common stock in her personal capacity. However, the questionnaire notes that Ms. Loring may be deemed an "associated person" of Corvus Peak given her employment relationship and that Corvus Peak beneficially owns approximately 8.7% of the Company's outstanding shares. The questionnaire does not indicate that Ms. Loring has any carried interest, performance-based compensation, or other economic arrangement that is tied to the performance of Corvus Peak's AGMG investment, though this is a matter that should be explored further.
• Regulation 14A information: Biographical information for Ms. Loring is provided, covering her professional experience, educational background, and other current affiliations.
• Director Questionnaire: A completed and signed Director Questionnaire is included. Our preliminary review suggests that the questionnaire responses are generally responsive, though certain responses relating to relationships and arrangements with Corvus Peak are somewhat terse. In particular, the questionnaire asks whether the nominee has any "agreement, arrangement, or understanding" with any person regarding the nominee's service as a director, and Ms. Loring's response is limited to the statement that she is an employee of Corvus Peak but has no specific agreement regarding how she would act or vote as a director. This response, while facially responsive, may benefit from further inquiry, as discussed below.
• Written representation and agreement: Ms. Loring's signed representation and agreement is included. The representation states that Ms. Loring "is not a party to any agreement, arrangement, or understanding with any person" regarding how she would act or vote on any issue or question as a director of the Company.
We note that this representation warrants close scrutiny given Ms. Loring's current employment at Corvus Peak, which inherently creates an alignment of interests with Corvus Peak's stated campaign objectives (strategic review, board refreshment, CEO succession planning). However, the Bylaws' representation requirement specifically addresses formal agreements, arrangements, or understandings regarding how a nominee would act or vote on specific issues or questions as a director. Absent evidence of a specific binding arrangement — as distinct from a general employment relationship and the philosophical alignment that naturally accompanies such a relationship — the representation appears to be facially compliant. We are not aware of any Delaware Court of Chancery decision that has held that an employment relationship alone, without more, constitutes the type of "agreement, arrangement, or understanding" that must be disclosed under a standard advance notice bylaw provision.
That said, the Board should be aware that if Ms. Loring is elected and subsequently acts in a manner that suggests she is taking direction from Corvus Peak on specific Board matters, questions could arise regarding the accuracy of this representation. This is a matter for ongoing monitoring rather than a basis for challenging the procedural validity of the nomination at this stage.
Assessment: Ms. Loring's nomination materials appear to comply with the nominee information requirements, subject to the independence qualification discussed in Part VI below and the observation regarding the completeness of her questionnaire responses. We do not believe that the issues identified rise to the level of a material deficiency that would justify rejection of the nomination.
4. Compliance Assessment — Dr. Raymond Chu. The nomination materials for Dr. Chu include the following:
• Identification: Full name, age (61), business address, and residence address are provided.
• Principal occupation: Former President of Helix Media Networks Inc.
• Share ownership: The nomination letter confirms that Dr. Chu does not beneficially own any shares of AGMG common stock.
• Regulation 14A information: Biographical information for Dr. Chu is provided, covering his professional experience, educational background, and other current affiliations.
• Director Questionnaire: A completed and signed Director Questionnaire is included. The questionnaire appears to have been filled out in a thorough and responsive manner.
• Written representation and agreement: Dr. Chu's signed representation and agreement is included and addresses each of the three required elements.
Assessment: Dr. Chu's nomination materials appear to comply with all applicable nominee information requirements. We did not identify any material omissions or deficiencies.
E. Supplemental Information and Updating Obligations
1. Bylaw Provision. Article II, Section 2.12(d) of the Bylaws requires that the information provided in a shareholder's notice of nomination be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice is true and correct (i) as of the record date for the determination of shareholders entitled to notice of, and to vote at, the annual meeting, and (ii) as of the date that is ten (10) business days prior to the date of the annual meeting or any adjournment or postponement thereof. Any such update and supplement must be delivered to the Corporate Secretary at the principal executive offices of the Company not later than five (5) business days after the record date (in the case of the update required under clause (i)) and not later than eight (8) business days prior to the date for the meeting or any adjournment or postponement thereof (in the case of the update required under clause (ii)).
2. Compliance Assessment. As of the date of this memorandum (March 5, 2024), the Corvus Peak nomination has been received only four days ago, and no updating obligation has yet arisen. The Board has not yet set the record date for the 2024 Annual General Meeting, and the meeting date itself has not been formally established (though the anniversary of the 2023 meeting — June 9, 2024 — is the currently anticipated date).
Once the record date is established, Corvus Peak will be obligated to update and supplement its nomination notice within the timeframes prescribed by the Bylaws. If Corvus Peak fails to timely comply with its updating obligations, the Company may have a basis for challenging the validity of the nominations at that time.
We recommend that the Company take the following steps: (i) promptly establish the record date for the 2024 Annual General Meeting so that the updating timeline is set in motion; (ii) formally notify Corvus Peak and its counsel at Blackthorn Howell & Crane LLP of the established record date and meeting date and remind them of the updating obligations; and (iii) monitor for the timely receipt of any required updates and supplements, and preserve the Company's rights to challenge the nominations if Corvus Peak fails to comply.
V. Additional Substantive Bylaw Requirements
A. Number of Nominees
The Bylaws do not appear to impose a numerical cap on the number of director candidates that a shareholder may nominate. Some advance notice bylaws restrict shareholders to nominating no more than a specified number or percentage of the total Board seats up for election. AGMG's Bylaws contain no such limitation.
Corvus Peak has nominated three candidates for a Board that currently has ten voting seats (with one vacancy following the resignation of Marcus Vane). Given that the full Board is elected annually under the declassified structure, all ten seats (or such other number as the Board determines) will be up for election at the 2024 Annual General Meeting. Three nominees are well within the total number of seats available for election, and no compliance concern arises from the number of nominees submitted.
B. Forum Selection Provision
Section 11.1 of the Bylaws designates the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the Superior Court of the State of Delaware, or, if neither state court has jurisdiction, the federal district court for the District of Delaware) as the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Company to the Company or the Company's shareholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation, or the Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine.
A dispute regarding the validity of director nominations under the Bylaws falls squarely within the scope of this forum selection clause. Accordingly, any litigation regarding the Corvus Peak nominations — whether initiated by the Company, by Corvus Peak, or by any other shareholder — would be required to be brought in the Court of Chancery of the State of Delaware. Forum selection clauses of this nature have been upheld by the Delaware Supreme Court as valid and enforceable. See Salzberg v. Sciabacucchi, 227 A.3d 102 (Del. 2020); Boilermakers Local 154 Ret. Fund v. Chevron Corp., 73 A.3d 934 (Del. Ch. 2013).
C. Majority Voting vs. Plurality Voting
Under Article II, Section 2.14 of the Bylaws, the voting standard for the election of directors depends on whether the election is contested or uncontested:
• Uncontested elections: In any election of directors that is not a contested election, each director shall be elected by a majority of the votes cast with respect to such director's election. Any incumbent director who fails to receive a majority of votes cast in an uncontested election is required to tender his or her resignation to the Board, which the Board is then required to act on within a specified period.
• Contested elections: In any contested election — defined as an election in which the number of nominees for director exceeds the number of directors to be elected — each director shall be elected by a plurality of the votes cast.
The submission of three Corvus Peak nominees in addition to the Company's own nominees for the re-election of its incumbent directors will cause the total number of nominees to exceed the number of available Board seats, thereby triggering the contested election plurality voting standard for the 2024 Annual General Meeting. Under a plurality standard, the candidates receiving the highest number of votes — up to the number of seats to be filled — are elected, regardless of whether they receive a majority of votes cast. This is a significant distinction from the majority voting standard, as it means that a nominee can be elected with fewer than 50% of the votes cast, and the mandatory resignation policy applicable to uncontested elections does not apply.
The transition to the plurality standard has important implications for the Company's proxy contest strategy and should be factored into the Board's planning and communications with shareholders.
VI. Independence and Qualification Considerations
While the following observations are not strictly "advance notice" compliance issues — the Bylaws do not require that shareholder nominees satisfy any independence or qualification criteria as a condition of nomination — we flag them as relevant to the Board's broader assessment of the Corvus Peak nominees and the Company's preparation for the contested election.
A. Vanessa Loring — Independence Under NYSE Listing Standards
As a current employee (Managing Director) of Corvus Peak Capital Partners LP, Vanessa Loring would not be considered "independent" under Section 303A.02 of the NYSE Listed Company Manual if Corvus Peak is treated as having a material relationship with the Company. Given Corvus Peak's 8.7% ownership stake, its public activist campaign against the Company, and its role as the nominating shareholder, it is likely that the NYSE would view Corvus Peak as having a material relationship with AGMG that precludes a finding of independence for any current Corvus Peak employee.
This determination does not invalidate Ms. Loring's nomination. The Bylaws do not require that shareholder nominees be independent, and neither the DGCL nor the NYSE listing standards prohibit non-independent individuals from serving on a public company board. However, Ms. Loring's lack of independence would have practical consequences if she is elected:
• Ms. Loring would be ineligible to serve on the Audit Committee, the Compensation Committee, or the Nominating & Governance Committee, each of which is required by NYSE rules and the Company's Corporate Governance Guidelines to be composed entirely of independent directors.
• Ms. Loring's presence on the Board could affect the Board's overall independence ratio, which is disclosed in the Company's proxy statement and is a factor considered by proxy advisory firms in their voting recommendations.
• To the extent the Board relies on the "independence" of its directors in communications with shareholders and proxy advisory firms, the election of a non-independent Corvus Peak employee could complicate the Company's governance narrative.
These considerations are relevant to the Board's engagement strategy and proxy contest messaging, but they do not affect the procedural validity of the nomination.
B. Malcolm Trask and Dr. Raymond Chu
Based on publicly available information reviewed in connection with this memorandum, neither Mr. Trask nor Dr. Chu appears to have a disqualifying relationship that would prevent either from serving as an independent director of AGMG under NYSE listing standards or the Company's Corporate Governance Guidelines. Mr. Trask's former position as CEO of Archway Digital Holdings Inc. and Dr. Chu's former position as President of Helix Media Networks Inc. are not, in themselves, relationships that would impair independence, provided that the companies in question do not have a material commercial relationship with AGMG.
However, we note that both Mr. Trask and Dr. Chu are described in the nomination materials as having been identified and recruited by Corvus Peak as candidates for the AGMG Board. Their relationships (if any) with Damien Solberg, Erin Nakamura, or other Corvus Peak principals should be examined as part of the Board's independent due diligence. In particular, the Nominating & Governance Committee should determine whether either nominee has served as a consultant or advisor to Corvus Peak, whether either has a personal or professional relationship with any Corvus Peak principal that predates the AGMG campaign, and whether either has any financial arrangement with Corvus Peak that has not been disclosed in the nomination materials. Such relationships would not necessarily disqualify the nominees, but they could be relevant to the Board's assessment of the nominees' true independence and to the Company's proxy contest messaging.
VII. Delaware Law Considerations
A. DGCL Framework
Under § 211 of the DGCL, shareholders of a Delaware corporation have the right to nominate directors for election at annual meetings of shareholders. The DGCL does not itself prescribe advance notice requirements for shareholder nominations; rather, it authorizes corporations to adopt bylaws governing the procedures for shareholder nominations, subject to equitable limitations.
Delaware courts have consistently upheld advance notice bylaws as valid exercises of the board's authority to manage the corporation's affairs, provided that such bylaws are reasonable in scope and application and were adopted for legitimate corporate governance purposes — such as ensuring orderly election procedures and providing the board and other shareholders with adequate notice of nominations — rather than to entrench incumbent directors or to frustrate the exercise of the shareholder franchise. See, e.g., Hubbard v. Hollywood Park Realty Enters. Corp., 1991 WL 3151 (Del. Ch. Jan. 14, 1991); Openwave Sys. Inc. v. Harbinger Capital Partners Master Fund I, Ltd., 924 A.2d 228 (Del. Ch. 2007).
The Delaware Court of Chancery has specifically approved advance notice windows in the 90-to-120-day range as reasonable. AGMG's advance notice window — requiring delivery not earlier than 120 days and not later than 90 days before the anniversary of the prior year's annual meeting — falls squarely within the range that Delaware courts have upheld. There is no basis to argue that the window itself is unreasonably narrow or burdensome.
At the same time, Delaware courts have made clear that advance notice bylaws must be applied in good faith and in an even-handed manner. A board that attempts to use an advance notice bylaw to exclude facially compliant nominations risks a finding of inequitable conduct, particularly where the challenge appears motivated by a desire to prevent a contested election. See AB Value Partners, LP v. Kreisler Mfg. Corp., 2014 WL 7150465 (Del. Ch. Dec. 16, 2014) (enjoining board's rejection of a shareholder's nomination on advance notice grounds where the nomination substantially complied with the bylaws and the board's objections were pretextual).
B. Risk Assessment — Challenging Corvus Peak's Nominations
Any challenge to the validity of the Corvus Peak nominations on procedural grounds would be litigated in the Court of Chancery of the State of Delaware, pursuant to the forum selection clause in Section 11.1 of the Bylaws. Based on our analysis, such a challenge would carry substantial litigation risk for the following reasons:
First, the nomination is facially timely. The March 1, 2024 delivery date falls well within the February 10 – March 11, 2024 advance notice window, and there is no dispute regarding the date of delivery. A timeliness challenge would be frivolous.
Second, the nomination appears to satisfy the material procedural and substantive requirements of the Bylaws in all respects. While there are areas where additional detail or supplementation might be requested — particularly with respect to the derivative and hedging disclosures and Ms. Loring's questionnaire responses — these are not the types of deficiencies that Delaware courts have treated as grounds for invalidating a nomination. The Court of Chancery has generally applied a "substantial compliance" standard, rather than a "hyper-technical" standard, when assessing whether a shareholder nomination satisfies the requirements of an advance notice bylaw. See Openwave, 924 A.2d at 239–40.
Third, a procedural challenge to facially compliant nominations would likely be perceived negatively by the Court of Chancery, which has expressed skepticism toward boards that seek to use advance notice provisions as offensive weapons to block shareholder nominations rather than as the procedural safeguards they are intended to be. A court faced with a challenge to these nominations might view the Company's position as an attempt to frustrate the shareholder franchise, which could lead to an adverse ruling and a finding of inequitable conduct.
Fourth, beyond the courtroom, a procedural challenge would carry significant reputational and strategic risk. Proxy advisory firms — particularly ISS and Tarrant Partners LLC — routinely evaluate the conduct of boards in contested elections, and a challenge to facially compliant nominations could be viewed as evidence of entrenchment. This perception could negatively affect the advisory firms' voting recommendations and influence the decisions of institutional shareholders.
In this regard, we note that AGMG's shareholder base includes several significant institutional investors that are likely to be attentive to governance process issues, including Thorne Capital Management LP (approximately 6.3% ownership), Ridgeway Asset Management Ltd. (approximately 5.1% ownership), and Windermere Pension Trust (approximately 4.4% ownership). A procedural challenge that is perceived as overreaching could alienate these shareholders and strengthen Corvus Peak's narrative that the Board is prioritizing self-preservation over shareholder interests.
For all of these reasons, we strongly advise against any challenge to the Corvus Peak nominations on procedural grounds.
VIII. Recommendations
Based on the foregoing analysis, we respectfully make the following recommendations to the Board of Directors:
1. Do not challenge the nominations on procedural grounds. The Corvus Peak nominations appear to satisfy all material advance notice requirements of the Bylaws. Any challenge on procedural grounds would carry significant legal risk in the Court of Chancery, would likely fail under the substantial compliance standard applied by Delaware courts, and could be perceived negatively by proxy advisory firms, institutional shareholders, and the market. The Board's resources are better directed toward substantive election preparation.
2. Confirm compliance with updating obligations. The Company should monitor whether Corvus Peak timely updates and supplements its nomination notice as required by Article II, Section 2.12(d) of the Bylaws upon establishment of the record date for the 2024 Annual General Meeting and prior to the annual meeting date. We recommend that, promptly following the Board's establishment of the record date and meeting date, the Company's Corporate Secretary send a formal notice to Corvus Peak and its counsel at Blackthorn Howell & Crane LLP reminding them of the applicable updating deadlines and requesting timely compliance. The Company should preserve its rights to challenge the nominations if Corvus Peak fails to comply with its updating obligations.
3. Conduct independent due diligence on nominees. The Nominating & Governance Committee should commission comprehensive background checks on all three Corvus Peak nominees, including D&O questionnaire supplementation, criminal background checks, credit checks, litigation history searches, and regulatory disclosure reviews. The Committee should also conduct its own independence assessments under NYSE listing standards and the Company's Corporate Governance Guidelines, with particular attention to any relationships between the nominees and Corvus Peak principals — including Damien Solberg, Erin Nakamura, and other members of Corvus Peak's investment team — that may not have been fully disclosed in the nomination materials.
4. Preserve the record. Nadine Khalil, as Corporate Secretary, should maintain a complete and secure record of the entire nomination package as received, including the original nomination letter, all attachments and exhibits, the time-stamped courier receipt confirming the date and time of hand delivery, the email transmission records, and all subsequent correspondence with Corvus Peak or its representatives regarding the nominations. This record should be preserved in the event that any timeliness, completeness, or accuracy questions arise at a later date.
5. Coordinate with proxy solicitor and outside advisors. We recommend that the Board promptly advise Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director), the Company's proxy solicitor, and Ashworth Velmoran LLP (Martin Cho, Lead Partner), the Company's litigation counsel for the contest, of this analysis and our conclusion that the Corvus Peak nominations should be treated as procedurally valid. This coordination will ensure that the Company's proxy contest defense strategy does not rely on procedural challenges to the nominations and that all advisors are aligned on the recommended approach.
6. Prepare for contested election mechanics. The Corvus Peak nominations trigger the contested election plurality voting standard under the Bylaws. The Board should begin preparing its own slate of nominees and proxy materials promptly. The Company engaged Citrine Advisory Group as proxy solicitor on February 28, 2024, and the filing of preliminary proxy statements with the SEC will need to occur in the coming weeks. The Board should also consider its engagement strategy with key institutional shareholders in advance of the contested election, including outreach to Thorne Capital Management, Ridgeway Asset Management, Windermere Pension Trust, and other significant holders.
IX. Conclusion
Based on the analysis set forth in this memorandum, the director nominations submitted by Corvus Peak Capital Partners LP on March 1, 2024, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu for election at the 2024 Annual General Meeting of Aurelius Global Media Group PLC, are timely — having been received on March 1, 2024, within the applicable advance notice window of February 10, 2024 through March 11, 2024 — and appear to satisfy the material procedural and substantive requirements of the Company's Amended and Restated Bylaws, effective March 22, 2022.
This conclusion is subject to the qualifications noted herein, including: (i) the need for independent verification of the derivative and hedging disclosures against the Schedule 13D filings; (ii) the observation that certain of Vanessa Loring's questionnaire responses may benefit from further inquiry; and (iii) the requirement that Corvus Peak timely update and supplement its nomination notice as required by the Bylaws upon establishment of the record date and prior to the annual meeting date. None of these qualifications, in our judgment, constitutes a basis for rejecting the nominations at this time.
We recommend that the Board treat the nominations as valid, refrain from challenging them on procedural grounds, and focus its efforts on preparing for a contested election on the merits. Calderwood & Harkness remains available to provide further analysis and guidance as additional information becomes available, as the engagement is formalized, or as the Board otherwise requires.
This memorandum constitutes the preliminary analysis of Calderwood & Harkness LLP and is subject to revision upon formalization of the firm's engagement as independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Audrey Zhou Associate, Capital Markets Group Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 558-4000 Direct: (212) 558-7312
Email: azhou@calderwoodharkness.com
Reviewed by: ________ Nathaniel Bower Partner, Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 558-4000 Direct: (212) 558-6104
Email: nbower@calderwoodharkness.com
cc: Colette Whitman, Associate, Calderwood & Harkness LLP (engagement team) Brendan Walsh, Associate, Calderwood & Harkness LLP (engagement team)

MEMORANDUM

MATTER NO.: 1017-00002

CALDERWOOD & HARKNESS LLP

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