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PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

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

March 20, 2024

MEMORANDUM

TO: Board of Directors, Aurelius Global Media Group PLC

Attention: Dame Elspeth Greenvale, Independent Non-Executive Chair

Special Committee: Tobias Kessler (Chair); Lucinda Farrow-Grant; Dr. Anwen Llewellyn

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

FROM: Calderwood & Harkness LLP

Nathaniel Bower, Partner (Responsible Partner) Audrey Zhou, Associate (Lead Associate) with contributions from Colette Whitman and Brendan Walsh

RE: CEO Search Process — Recommended Governance Protocols

MATTER NO.: 1017-00002

PRIVILEGE LEGEND: This memorandum is a privileged and confidential attorney-client communication prepared by Calderwood & Harkness LLP for the Board of Directors of Aurelius Global Media Group PLC. It is protected by the attorney-client privilege and work product doctrine. Do not distribute without prior authorization.

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I. Executive Summary

This memorandum sets forth Calderwood & Harkness LLP's recommended governance protocols for the chief executive officer search process to be overseen by the Special Committee of the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company"). The purpose of this memorandum is to establish a structured, defensible, and transparently documented CEO search process that satisfies the fiduciary obligations of the Board and the Special Committee under Delaware law and applicable governance standards.

The need for rigorous process protocols arises from the convergence of several significant corporate events. On March 8, 2024, Marcus Vane resigned as Chief Executive Officer, effective immediately, creating an unexpected leadership vacancy at a critical juncture in AGMG's strategic evolution. The Board, acting on an emergency basis, designated Priya Nair-Whitfield — the Company's Chief Operating Officer and an Executive Director — as Interim CEO on the same date. While operationally prudent, this designation has created the potential for the permanent CEO search to be perceived as a preordained conclusion rather than a genuine, open-ended evaluation of the best available candidates. This risk is materially heightened by the ongoing proxy contest initiated by Corvus Peak Capital Partners LP, a holder of approximately 8.7% of the Company's outstanding shares, which has publicly criticized AGMG's governance and succession planning practices since at least its February 12, 2024 demand letter.

The scope of this memorandum covers the following governance dimensions of the search process:

(a) the role and authority of the Special Committee;

(b) coordination with the Company's retained executive search firm, Hargrove Tate Partners LLC;

(d) structured interview protocols;

(e) documentation and record-keeping requirements;

(f) Board reporting cadence and information flow management; and

(g) confidentiality safeguards designed to protect the integrity of the process and the privileged nature of its deliberations.

Our central recommendation is that the process must be designed, at every stage, to withstand judicial scrutiny under the most demanding standards that Delaware courts may apply — including enhanced scrutiny under Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and its progeny — and must avoid the appearance of a "predetermined outcome." This criticism has already been leveled by Corvus Peak in its February 12, 2024 demand letter and is likely to intensify in light of the Nair-Whitfield Interim CEO designation and the anticipated April 15, 2024 public letter from Corvus Peak. The Board's best defense, as both a fiduciary matter and a strategic matter, is a search process that is manifestly thorough, genuinely open, and meticulously documented in real time.

This memorandum should be read in conjunction with two companion documents prepared or to be prepared by Calderwood & Harkness: (1) our March 17, 2024 memorandum on Special Committee charter best practices, previously delivered to the Committee, and (2) our forthcoming March 25, 2024 memorandum on the fiduciary duties applicable to the CEO succession process (in preparation at the time of this writing). Together, these three memoranda constitute the foundational legal and governance framework for the search.

II. Background and Context

A. Marcus Vane's Departure

Marcus Vane resigned as Chief Executive Officer of AGMG effective March 8, 2024, in a letter to Dame Elspeth Greenvale citing "personal and family considerations." The resignation was unexpected by the Board and by the market, arriving as it did amid an escalating activist campaign by Corvus Peak Capital Partners LP and what had been, by all external accounts, a period of relative operational stability for the Company.

Vane had served as CEO since 2016 and is widely credited with spearheading AGMG's strategic pivot to streaming and direct-to-consumer digital distribution. Under his leadership, the Company launched the Luminos streaming platform in 2019, which has grown to become the second-largest revenue contributor within AGMG's portfolio of business segments. Vane also oversaw the expansion of the Company's e-commerce and merchandising operations, which now constitute approximately 19% of consolidated revenue. His tenure was marked by significant strategic ambition, though the activist campaign has questioned whether the pace of digital transformation has been sufficient and whether capital has been allocated optimally across the Company's four business segments.

Pursuant to the terms of his employment agreement, Vane is entitled to severance payments totaling $14.8 million, comprised of: (i) two times his annual base salary of $2.4 million ($4.8 million); (ii) two times his target annual bonus of $2.4 million ($4.8 million); and (iii) $5.2 million in accelerated equity vesting of previously granted restricted stock units and performance share units. The severance package is subject to customary conditions, including execution of a general release of claims and compliance with ongoing restrictive covenants. Vane is also bound by an 18-month non-competition agreement that restricts his ability to serve as an officer, director, or consultant to any competing media or entertainment company through September 8, 2025.

The circumstances of Vane's departure — its timing relative to the Corvus Peak campaign, the size of the severance package, and the brevity of the stated reasons — may attract scrutiny from Corvus Peak and other shareholders. The Board should anticipate that the terms of the separation will be examined in connection with any future § 220 books-and-records demand or litigation.

B. Interim CEO Designation

On March 8, 2024, the same day as Vane's resignation, the Board by unanimous written consent designated Priya Nair-Whitfield as Interim Chief Executive Officer. Nair-Whitfield had been serving as AGMG's Chief Operating Officer and is an Executive Director on the Board.

Nair-Whitfield is a twelve-year AGMG veteran. She joined the Company in 2012 as Senior Vice President of Digital Strategy, bringing with her a background in technology-enabled media businesses. She was promoted to Executive Vice President of Streaming in 2017, where she led the development and launch of the Luminos streaming platform, and was named Chief Operating Officer in 2020. She holds an MBA from Ashford Business School and an undergraduate degree in electrical engineering from Imperial College London. Her operational experience spans each of AGMG's four business segments, and she is widely regarded within the organization as the architect of the Company's digital transformation strategy.

The Interim CEO designation was operationally necessary to ensure continuity of leadership and management during the transition period. However, as a governance matter, the designation creates a meaningful fiduciary risk. If the formal CEO search process is perceived — whether by the market, by Corvus Peak, or by a reviewing court — as a "rubber stamp" or predetermined validation of Nair-Whitfield's appointment to the permanent role, the Board's decision-making process will not receive the deference of the business judgment rule. This risk is not hypothetical. Corvus Peak's anticipated April 15, 2024 public letter is expected to focus precisely on this concern, arguing that the Interim CEO designation was designed to entrench an insider and forestall genuine consideration of external alternatives.

The Board must ensure, and must be able to demonstrate through contemporaneous documentation, that the permanent CEO search process operates independently of the interim arrangement and that Nair-Whitfield's candidacy is evaluated on the same terms and through the same process as every other candidate.

C. Activist Context

Corvus Peak Capital Partners LP is an activist investment fund managed by its Founding Partner and Chief Investment Officer, Damien Solberg. Corvus Peak has accumulated a significant position in AGMG's common stock, currently holding approximately 8.7% of outstanding shares — approximately 35,896,200 shares out of 412,600,000 shares outstanding as of the most recent record date.

Corvus Peak's position has been built incrementally. Its initial Schedule 13D filing was made with the Securities and Exchange Commission on January 18, 2024, disclosing a 6.1% stake. An amended 13D was filed on February 26, 2024, reflecting an increase to the current 8.7% level. The rapidity of this accumulation and the timing of the filings — coinciding with the commencement of the activist campaign — suggest that Corvus Peak intends to press for material changes in corporate governance and strategic direction.

On February 12, 2024, Corvus Peak delivered a demand letter to the Board, transmitted through its counsel at Blackthorn Howell & Crane LLP (Dominic Sayer, lead partner). The demand letter called for: (i) the appointment of two new independent directors nominated by Corvus Peak; (ii) a comprehensive strategic review of AGMG's business segments, including exploration of potential asset dispositions; and (iii) adoption of a formal CEO succession plan with external oversight. The tone of the letter was combative, characterizing the Board as "insular" and "resistant to change."

On March 1, 2024, Corvus Peak escalated its campaign by formally submitting three director nominees for election at the 2024 Annual General Meeting: Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu. The Annual Meeting is currently anticipated to take place on June 7, 2024. Corvus Peak has retained the proxy solicitation firm Falconer Strauss LLC (Derek Huang) to support its solicitation efforts, in addition to its legal advisors at Blackthorn Howell & Crane LLP.

The CEO search process will therefore proceed concurrently with an active and contested proxy solicitation. This parallel track creates significant governance complexity. The search process must be insulated from the political dynamics of the proxy contest, and the Board's actions in connection with the search must not be — and must not appear to be — motivated by a desire to preempt or neutralize the shareholder vote. The management of information flow, the timing of key decisions, and the integrity of the search process are all materially affected by the presence of the activist campaign.

D. Special Committee Formation

The Board of Directors, by resolution adopted on March 18, 2024, established a Special Committee of independent non-executive directors to oversee the CEO succession process and to coordinate the Board's response to the Corvus Peak activist campaign. The formation of the Special Committee reflects best practices for Delaware corporations facing contested governance decisions and serves to reinforce the independence and objectivity of the search process.

The members of the Special Committee are:

• Tobias Kessler (Chair) — Independent Non-Executive Director

• Lucinda Farrow-Grant — Independent Non-Executive Director

• Dr. Anwen Llewellyn — Independent Non-Executive Director

All three members satisfy the independence requirements of the New York Stock Exchange Listed Company Manual and the UK Corporate Governance Code. Each was determined by the Nominating & Governance Committee to be free of material relationships with AGMG management, Corvus Peak, or any other party with a known interest in the outcome of the search.

The Special Committee charter, adopted by the Board concurrently with the Committee's formation, grants the Committee sole authority to oversee the CEO succession process, including the identification, evaluation, and recommendation of candidates for the permanent CEO role. The charter also empowers the Committee to coordinate the Board's response to the activist campaign to the extent that the proxy contest intersects with the search process. The Committee has been authorized to retain independent advisors, including Calderwood & Harkness LLP as independent governance counsel and Hargrove Tate Partners LLC as independent executive search advisor.

The scope and authority of the Special Committee charter were discussed in detail in our March 17, 2024 memorandum on Special Committee charter best practices, to which we respectfully refer the Committee for additional guidance.

E. Executive Search Firm Engagement

On March 15, 2024, the Nominating & Governance Committee of the Board retained Hargrove Tate Partners LLC ("Hargrove Tate") as independent executive search advisor for the CEO succession process. The engagement was subsequently ratified by the Special Committee upon its formation on March 18, 2024.

Hargrove Tate is a recognized national executive search firm with deep expertise in media, entertainment, and technology sector placements. The lead partner on the AGMG engagement is Christine Aldridge, who operates out of Hargrove Tate's principal office at 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116. Aldridge has led CEO and C-suite placements at several publicly traded media companies and brings relevant sector knowledge and candidate networks to the engagement.

The fee arrangement for the engagement is structured as a flat fee of $750,000, payable in three installments: (i) $250,000 upon engagement (paid on March 15, 2024); (ii) $250,000 upon delivery of the candidate slate; and (iii) $250,000 upon completion of a placement. As of the date of this memorandum, only the first installment has been paid. The fee structure and its implications for process integrity are discussed further in Section VI.C below.

F. Standing Outside Counsel

Since 2015, AGMG has been advised on general corporate and securities matters by Ashworth Velmoran LLP, with Martin Cho serving as head of the firm's Public Company Advisory practice and the lead relationship partner for the AGMG account. Ashworth Velmoran's long-standing role as outside counsel to AGMG management has been the subject of public criticism by Corvus Peak, which in its February 12, 2024 demand letter characterized Ashworth Velmoran as "management-aligned" and questioned whether the firm could provide independent governance advice in the context of a contested succession.

This criticism, while not necessarily well-founded on its merits, precipitated the Board's decision to engage Calderwood & Harkness LLP as independent governance counsel on March 12, 2024. The engagement of Calderwood & Harkness was specifically intended to provide the Board and the Special Committee with legal advice that is — and is perceived to be — independent of management influence.

To avoid confusion of roles and potential privilege complications, a coordination protocol between Calderwood & Harkness and Ashworth Velmoran was established by letter agreement dated March 19, 2024. Under this protocol, Ashworth Velmoran continues in its role as standing outside counsel to AGMG management on general corporate matters, including securities filings, commercial contracts, and routine regulatory compliance. Calderwood & Harkness serves as independent governance counsel to the Board and the Special Committee on all matters relating to the CEO succession process, the proxy contest, and related fiduciary issues. The delineation of responsibilities is intended to preserve the integrity and independence of the search process while maintaining operational continuity for the Company's ongoing legal needs.

III. Governing Legal Framework

The legal framework governing the Board's conduct of the CEO succession process is well-established under Delaware law. AGMG is incorporated in the State of Delaware, and its Certificate of Incorporation, Bylaws, and internal governance instruments are governed by the Delaware General Corporation Law ("DGCL"). The following discussion summarizes the key fiduciary principles that apply and explains why the process protocols recommended in this memorandum are essential to protecting the Board and its members.

A. Fiduciary Duties of Care and Loyalty

Under Delaware law, directors owe two fundamental fiduciary duties in connection with all corporate decisions, including the selection and appointment of a chief executive officer: the duty of care and the duty of loyalty.

Duty of Care. The duty of care requires that directors adequately inform themselves of all material facts reasonably available before making a business decision. In the context of a CEO succession, this means that the Board and the Special Committee must conduct a thorough search, evaluate candidates against articulated criteria, consult with qualified advisors, and deliberate carefully before reaching a decision. A failure to become adequately informed — for example, by considering only one candidate, or by relying on incomplete or outdated information — can expose directors to claims that they breached their duty of care.

The standard is not perfection; it is reasonableness. The question is whether the directors took steps that a reasonable person in their position would have taken to inform themselves before making the decision. A structured, multi-stage search process with documented criteria, independent advisors, and multiple candidates is the paradigmatic example of compliance with this duty.

Duty of Loyalty. The duty of loyalty requires that directors act in good faith and in the best interests of the corporation and its stockholders, free from self-dealing, conflicts of interest, or improper personal motivations. In the CEO succession context, this duty requires the Board and the Special Committee to select the candidate who best serves the interests of AGMG and its shareholders as a whole — not the candidate preferred by any particular faction, shareholder group, or member of management.

The duty of loyalty is particularly relevant here given the presence of identified supporters for specific candidates on the Board. As discussed in Sections X and XI below, both Nair-Whitfield and the anticipated external candidate Jonathan Hale have identifiable champions among the current directors. The process must be structured to ensure that these pre-existing preferences do not distort the evaluation or create the appearance of bias.

The Business Judgment Rule. Under Delaware's well-established business judgment rule, there is a presumption that in making a business decision, directors acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the company. This presumption is powerful — when it applies, a court will not second-guess the substantive merits of the Board's decision, even if the decision turns out to have been suboptimal. However, the presumption can be rebutted by evidence that the directors were not adequately informed, were conflicted, or did not act in good faith. The purpose of the process protocols recommended in this memorandum is to ensure that the Board's actions fall squarely within the protection of the business judgment rule.

B. Enhanced Scrutiny Standards

The presence of the Corvus Peak proxy contest introduces the possibility that the Board's actions in connection with the CEO succession may be subject to enhanced judicial scrutiny beyond the baseline business judgment rule. Three doctrines are potentially implicated.

*Unocal* Enhanced Scrutiny. Where a board takes defensive action in response to a perceived threat to corporate policy and effectiveness — including actions taken in the context of a proxy contest — the board's conduct is reviewed under the enhanced scrutiny framework established in Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and refined in subsequent decisions including Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995). Under Unocal, the board bears the initial burden of demonstrating: (i) that it had reasonable grounds for believing that a danger to corporate policy and effectiveness existed (the "reasonableness" prong), and (ii) that its response was reasonable in relation to the threat posed (the "proportionality" prong). If the Board's CEO selection is intertwined with the proxy contest — for example, if the appointment is accelerated to preempt a shareholder vote or if the selection is influenced by the desire to counter the activist campaign — the decision may be subject to Unocal review.

*Revlon* Duties. If the Board's actions in connection with the succession process are part of or lead to a sale or change-of-control transaction, the Board's fiduciary obligation shifts to maximizing short-term shareholder value under Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986). While a standalone CEO appointment does not typically trigger Revlon duties, the possibility cannot be excluded if the succession decision is coupled with a strategic review or transaction involving a change of control. The Special Committee should be aware of this framework and should ensure that its actions do not inadvertently trigger Revlon obligations without the Board's deliberate consideration.

*Blasius* Standard. The most demanding standard of review applies under Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), where a board takes action with the primary purpose of interfering with the shareholder franchise. If, for example, the Board were to rush the appointment of a permanent CEO before the June 7, 2024 Annual Meeting in order to present shareholders with a fait accompli and diminish the significance of the proxy contest, such action could be challenged under Blasius. The standard requires the board to demonstrate a "compelling justification" for its action — a burden that is extraordinarily difficult to meet.

The recommended process protocols in this memorandum are designed to ensure that the Board can satisfy even the most demanding of these standards. By conducting a thorough, genuinely open, and well-documented search that proceeds at a deliberate pace and is not artificially compressed to beat the Annual Meeting, the Board will be well-positioned to defend its decision under any applicable framework.

C. Process as Substance

A bedrock principle of Delaware fiduciary law is that the process by which directors make decisions is as important as — and in many respects more important than — the substance of the decisions themselves. Delaware courts have repeatedly emphasized that a well-documented, deliberative, conflict-free decision-making process will receive significant judicial deference, even if the ultimate decision is contested.

Conversely, a process that appears rushed, perfunctory, or predetermined can expose directors to personal liability and injunctive relief, regardless of whether the substantive outcome was reasonable. The case law is replete with examples of boards that reached defensible substantive conclusions but were found to have breached their fiduciary duties because the process by which they arrived at those conclusions was inadequate. See, e.g., Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985) (board found liable despite arguably fair transaction price where process was inadequate); In re Caremark International Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch. 1996) (emphasizing importance of board oversight processes).

For this reason, contemporaneous documentation is critical throughout the search process. Notes, minutes, memoranda, evaluation forms, and communications records should be created in real time — not reconstructed after the fact. As discussed in Section VII below, the quality and completeness of the contemporaneous record will be the Board's primary evidence in any future challenge to the search process.

IV. Recommended Process Architecture: Step-by-Step Protocol

The following eight-step protocol is Calderwood & Harkness's recommended architecture for the CEO search process. Each step is designed to be self-documenting, to satisfy the fiduciary standards discussed in Section III, and to withstand scrutiny in connection with any future challenge by Corvus Peak or any other party. The protocol should be adopted by the Special Committee as a whole and followed in its entirety; departures from the protocol should be documented with reasons and reviewed with Calderwood & Harkness before implementation.

Step 1: Define the Role and Mandate (Weeks 1–2: March 18–31, 2024)

The initial step in the process is for the Special Committee to adopt a formal CEO search mandate — a written document that articulates the Company's strategic needs, the desired candidate profile in general terms, and the timeline for the search. The mandate serves a dual purpose: it provides direction to Hargrove Tate and the Committee's own deliberations, and it creates a foundational record demonstrating that the search was undertaken with a clear and legitimate corporate purpose.

Calderwood & Harkness recommends that the mandate explicitly state that both internal and external candidates will be considered on an equal footing. This is essential to rebut any allegation — whether from Corvus Peak or in any future litigation — that the search was a predetermined process designed to validate the Interim CEO designation. The mandate should state, in substance, that the Special Committee will conduct a comprehensive search, informed by independent advisors, to identify the individual best qualified to serve as AGMG's permanent Chief Executive Officer, considering all available candidates regardless of whether they are currently employed by the Company.

The mandate should also reference AGMG's current strategic and operational context, including:

• Consolidated revenue of $4.37 billion for fiscal year 2023;

• EBITDA of $812 million, representing a margin of approximately 18.6%;

• Four operating segments: Streaming & Digital Content (42% of revenue), Live Entertainment & Events (24%), E-Commerce & Merchandising (19%), and Advertising & Brand Partnerships (15%);

• A global workforce of approximately 23,400 employees;

• Dual listing on the New York Stock Exchange (NYSE: AGMG) and the London Stock Exchange (LSE: AGMG.L); and

• The ongoing activist campaign and proxy contest.

Upon adoption, the mandate should be circulated to the full Board for information. Calderwood & Harkness recommends that the mandate be distributed for information purposes only — not submitted for Board approval — in order to preserve the Special Committee's independence and sole authority over the search process. If the full Board were required to approve the mandate, the process would be subject to influence by executive directors (including the Interim CEO) and other Board members with identified preferences, undermining the independence of the Committee.

Hargrove Tate should be briefed on the adopted mandate and provided with comprehensive background materials on AGMG's business, strategy, competitive landscape, and organizational structure. This briefing should take place promptly following adoption of the mandate, ideally no later than April 1, 2024, to allow Hargrove Tate to commence its market search without delay.

Step 2: Develop Candidate Profile and Evaluation Criteria (Weeks 2–3: March 25 – April 7, 2024)

Following adoption of the mandate, the Special Committee — with input from Hargrove Tate and Calderwood & Harkness — should develop a formal candidate profile and a standardized evaluation criteria rubric. The candidate profile identifies the qualifications, attributes, and experiences the Committee seeks in AGMG's next CEO. The evaluation rubric provides a structured, quantitative framework for comparing candidates against these criteria.

The candidate profile should address, at minimum, the following dimensions:

• Strategic vision: The ability to articulate and execute a compelling strategic vision for a diversified media and entertainment conglomerate in the streaming era, with specific reference to the evolution of the direct-to-consumer model, content creation and acquisition strategy, live entertainment, and the integration of e-commerce capabilities.

• Operational experience at scale: Demonstrated success managing a complex, multi-segment organization of comparable scale to AGMG (approximately $4.37 billion in revenue and approximately 23,400 employees across multiple geographies).

• Digital transformation track record: Proven experience leading organizations through digital transformation, with particular emphasis on direct-to-consumer platform development and monetization.

• Public company leadership experience: Prior service as CEO or in a senior C-suite role at a publicly traded company, preferably one listed on the NYSE or a comparable major exchange. Experience with the governance, regulatory, and investor relations demands of a public company is essential.

• Cultural fit: Compatibility with AGMG's dual UK/US heritage, its global operational footprint, and its organizational culture. The CEO will be expected to engage effectively with stakeholders across jurisdictions, regulatory regimes, and cultural contexts.

• Industry relationships: An established network of relationships within the media, entertainment, technology, and content industries, including relationships with content creators, talent, distribution partners, and advertisers.

• Independence from parties with known agendas: The candidate should be free from material relationships with any party that has a known interest in influencing AGMG's management or strategic direction. This criterion directly addresses the concern regarding the Hale-Solberg relationship discussed in Section XI below.

The evaluation criteria should be formalized into a scoring rubric that assigns weighted values to each dimension. Calderwood & Harkness recommends the following weighting:

This rubric must be applied uniformly to all candidates — internal and external — and must be adopted by the Special Committee before any candidate interviews begin. A rubric developed retrospectively, after candidates have been interviewed and impressions have been formed, will not provide the process credibility that a pre-established framework affords. Delaware courts have been attentive to the temporal sequence of decision-making steps, and a rubric that appears to have been designed to justify a predetermined outcome will undermine rather than support the Board's position.

Calderwood & Harkness will prepare a more detailed evaluation framework memorandum, anticipated for delivery on approximately April 5, 2024, which will include specific scoring guidance, sample evaluation forms, and protocols for aggregating and comparing scores across candidates and Committee members.

Step 3: Candidate Identification and Long List (Weeks 3–5: April 1–14, 2024)

Once the candidate profile and evaluation rubric have been adopted, Hargrove Tate should conduct a comprehensive market search and present the Special Committee with a long list of external candidates. Calderwood & Harkness recommends that the long list include between ten and fifteen individuals, providing a sufficiently broad pool to demonstrate that the search was genuinely comprehensive while remaining manageable for the Committee's review.

Christine Aldridge, as Lead Partner at Hargrove Tate, should present the long list to the Special Committee in a meeting format, accompanied by written background dossiers on each candidate. Each dossier should include, at minimum: the candidate's professional biography, current and prior positions, educational background, notable accomplishments, publicly available compensation information (where available), and any identified potential conflicts of interest or relationships with AGMG stakeholders.

Internal Candidates. Priya Nair-Whitfield should be included on the long list as the sole internal candidate. Her inclusion is appropriate given her qualifications and her current service as Interim CEO. Her candidacy should be evaluated using the same rubric and criteria applied to external candidates. The Committee should not treat her interim service as a substitute for the formal evaluation process; rather, her track record and qualifications should be assessed on the same forward-looking basis as those of any external candidate.

External Candidates. External candidates should be sourced independently by Hargrove Tate through its professional networks, proprietary databases, and industry contacts. The Special Committee should not solicit nominations from individual directors, shareholders, or other stakeholders. This is critical to maintaining the objectivity of the process and avoiding the perception that the candidate pool was curated to favor a particular outcome.

If any Board member, shareholder, or third party recommends a candidate — as is anticipated with respect to Jonathan Hale, who is discussed in detail in Section XI — the recommendation should be channeled to the Special Committee through formal channels and referred to Hargrove Tate for independent assessment. The Committee should not act on any recommendation directly, and the recommending party should be informed that the Committee will evaluate all candidates through its established process.

Conflict-of-Interest Screening. The long list should be accompanied by a preliminary conflict-of-interest screen conducted by Hargrove Tate with input from Calderwood & Harkness. Any candidate with a known relationship to Corvus Peak, its principals (Damien Solberg, Erin Nakamura), its legal or proxy solicitation advisors (Blackthorn Howell & Crane LLP, Falconer Strauss LLC), or its director nominees (Malcolm Trask, Vanessa Loring, Dr. Raymond Chu) should be identified and flagged for enhanced independence review. The existence of such a relationship does not automatically disqualify a candidate, but it does require heightened scrutiny and documentation.

Step 4: Short List Development (Weeks 5–6: April 14–21, 2024)

Following receipt and review of the long list, the Special Committee should select a short list of four to six candidates for formal interviews. The short list should be developed through a structured discussion in which the Committee applies the standardized evaluation criteria to each long-list candidate and identifies those who most closely match the desired profile.

The short list should include a mix of internal and external candidates to demonstrate that the Committee genuinely considered alternatives to the internal candidate. Nair-Whitfield should be included on the short list unless the Committee determines, based on its application of the evaluation criteria, that she does not meet the threshold qualifications for advancement. Any decision to exclude her from the short list should be supported by documented reasons articulated in the Committee's minutes and based on the same criteria applied to all candidates.

Conversely, Nair-Whitfield's inclusion on the short list should not be treated as a foregone conclusion. The Committee should apply the criteria objectively and reach its own judgment. A short list that includes only Nair-Whitfield and token external candidates will be perceived as a predetermined process, regardless of the Committee's stated intentions.

The short list decision should be documented in formal Special Committee minutes, including an explicit statement of the criteria applied and the reasons for including or excluding each long-list candidate. This documentation is essential to the defensibility of the process.

Step 5: Candidate Interviews (Weeks 6–8: April 14–28, 2024)

All short-listed candidates should be interviewed by the full Special Committee. The detailed interview protocols are set forth in Section V below. In summary, Calderwood & Harkness recommends a structured interview format in which all candidates are asked the same core set of questions, in the same order, with consistent time allocations for each topic area. This approach ensures comparability across candidates and reduces the risk that interviews devolve into unstructured conversations that may favor candidates with prior relationships to Committee members.

Each interview should be documented with contemporaneous notes taken by Nadine Khalil (in her capacity as Corporate Secretary) or a designee approved by the Committee. Following each interview, the Committee should conduct a 30-minute debrief session, and each Committee member should independently complete a written evaluation form scoring the candidate against the standardized rubric. Completed forms should be collected by the Corporate Secretary and retained as part of the privileged search record.

The independence of the evaluation forms is critical. Committee members should complete their individual assessments before comparing notes or discussing scores with one another. This ensures that each member's evaluation reflects his or her independent judgment, rather than the influence of a more vocal or senior colleague.

Step 6: Due Diligence on Finalists (Weeks 8–10: April 28 – May 12, 2024)

Upon narrowing the field to two or three finalists, the Special Committee should direct Hargrove Tate to conduct enhanced due diligence on each remaining candidate. This due diligence should be comprehensive and should include:

• Professional reference checks: Conversations with former supervisors, peers, direct reports, and board members who have worked with the candidate in prior roles;

• Personal reference checks: Conversations with individuals who can speak to the candidate's character, integrity, and leadership style outside of a professional context;

• Background checks: Verification of employment history, educational credentials, and public records, including any criminal or civil litigation history, regulatory proceedings, or bankruptcy filings;

• Regulatory and legal screening: Review of any pending or prior regulatory matters, SEC enforcement actions, or other compliance issues;

• Media and social media review: Review of the candidate's public profile, including press coverage, published statements, social media activity, and any potentially controversial or reputationally damaging content; and

• Enhanced independence due diligence (where applicable): For any candidate with identified relationships to activist shareholders or their representatives, a targeted review of financial ties, shared board service, prior consulting or employment relationships, social or professional connections, and any communications during the twelve months preceding the search. This category of diligence is specifically applicable to Jonathan Hale, given his known relationship with Damien Solberg through shared board service at Keystone Digital Ventures Ltd. and his association with the Corvus Peak campaign.

For external candidates who are currently employed by other companies, the due diligence process must be conducted with appropriate sensitivity to the candidate's confidentiality. Reference checks should be limited to individuals identified by the candidate unless the Committee determines that broader outreach is necessary, and only with the candidate's prior consent.

Concurrently with the due diligence process, Brackenridge Howard Associates Inc. (Miriam Estabrook, Lead Consultant) should prepare a compensation benchmarking analysis for each finalist. The compensation analysis should be ready for the Committee's use when it enters the deliberation and recommendation phase. The interaction between the Special Committee and Brackenridge Howard regarding compensation is discussed further in Section XIII.

Step 7: Special Committee Deliberation and Recommendation (Weeks 10–12: May 12–26, 2024)

Upon completion of due diligence, the Special Committee should convene in executive session to deliberate on its recommendation. No member of management should be present during these sessions, except by specific invitation of the Committee for limited agenda items (e.g., presentation of a management operating plan or financial projections). Priya Nair-Whitfield, as both Interim CEO and a candidate, must be excluded from these sessions in their entirety.

The Committee's deliberations should be thorough and unhurried. A deliberate pace signals genuine consideration and undermines any argument that the recommendation was rushed or predetermined. The Committee should discuss each finalist in turn, considering the evaluation rubric scores, interview performance, due diligence findings, reference check results, compensation expectations, and any other material factors. The Committee should also consider the views and assessments of its independent advisors, including Calderwood & Harkness and Hargrove Tate.

The deliberations should be thoroughly documented in formal minutes that reflect, at minimum: the criteria considered, the specific strengths and weaknesses of each finalist, the reasons for the Committee's preference for one candidate over the others, and any dissenting views or concerns expressed by individual Committee members. These minutes will constitute the primary record of the Committee's decision-making process and will be scrutinized in any future challenge to the search.

Once the Committee reaches a consensus recommendation — or, if consensus is not achievable, a majority recommendation with a documented minority view — it should prepare a written report to the full Board setting forth its recommendation, the supporting rationale, and a summary of the process undertaken.

Step 8: Full Board Consideration and Appointment (Weeks 12–14: May 26 – June 9, 2024)

The full Board should convene a noticed meeting with a quorum present to consider the Special Committee's recommendation. In advance of the meeting, each Board member should receive the Committee's written report, together with such supporting materials (including candidate profiles, evaluation summaries, and due diligence highlights) as the Committee deems appropriate to share while maintaining privilege and candidate confidentiality.

The Board should engage in a meaningful discussion of the recommendation. While the Board is expected to give significant weight to the Special Committee's work — and indeed, the formation of the Special Committee was designed to centralize expertise and independence in the search process — the Board is not bound by the Committee's recommendation. Each director must exercise independent judgment, consistent with his or her fiduciary duties, in voting on the appointment.

The appointment should be effected by a resolution adopted by a majority vote of the directors present at the meeting. The resolution should identify the selected candidate, authorize the execution of an employment agreement on terms approved by the Board (or delegated to the Committee or the Compensation Committee for finalization within approved parameters), and specify the effective date of the appointment.

Annual Meeting Contingency. This timeline places the Board's appointment decision in the period immediately surrounding the June 7, 2024 Annual General Meeting. This timing creates the potential for complications. If the Board has not yet reached a decision by the date of the Annual Meeting, and the Annual Meeting results in the election of one or more Corvus Peak nominees, the composition of the Board will change. In that event, the Special Committee may need to be reconstituted or dissolved, and the search process may need to be paused or reset.

The process should therefore be designed to accommodate this contingency. All work product, evaluation materials, and documentation should be preserved in a manner that allows successor directors and counsel to understand the work done and the stage reached. If the search is paused following Board reconstitution, the Interim CEO designation of Nair-Whitfield provides continuity of operational leadership, removing the urgency that might otherwise pressure the Board to rush a decision.

Equally important, the Board should not artificially accelerate the search to beat the Annual Meeting. Any such acceleration would invite scrutiny under the Blasius standard and would undermine the credibility of the process. The timeline outlined in this memorandum represents Calderwood & Harkness's best estimate of a realistic pace, but if the process requires additional time to be done properly, additional time should be taken.

V. Interview Protocols

A. Scheduling and Logistics

Interviews with short-listed candidates should be conducted in person. Calderwood & Harkness recommends that interviews take place at AGMG's offices at 14 Sceptre Row, London EC2V 7QN, or at Calderwood & Harkness's London office at 25 Bishopsgate, London EC2N 3AR. For external candidates who are not currently known to be in discussions with AGMG, a neutral venue — such as Calderwood & Harkness's London office or a private meeting room at a comparable venue — is preferred to avoid premature disclosure of the candidate's participation in the process. Candidates currently in leadership roles at other companies are particularly sensitive to confidentiality, and the location of interviews should be selected with this sensitivity in mind.

All three members of the Special Committee — Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — must be present for every interview. Consistency in the interview panel is essential to ensure that all candidates are evaluated under comparable conditions and that every Committee member has a firsthand basis for evaluating every candidate. If a Committee member is unavoidably unable to attend an interview, the interview should be rescheduled rather than conducted with an incomplete panel.

Nadine Khalil, in her capacity as Corporate Secretary, or a designee approved by the Special Committee, should attend each interview as note-taker. The note-taker's role is to create a contemporaneous record of the questions asked and the candidate's responses; the note-taker should not participate in the interview as an interlocutor. Calderwood & Harkness counsel — Audrey Zhou or Nathaniel Bower — should be available before and after each interview session for consultation with the Committee on legal or process issues, but should not be present during the interview itself to preserve candor and avoid creating an unnecessarily formal or intimidating environment.

The suggested interview length is ninety (90) minutes per candidate, followed immediately by a thirty (30) minute debrief session in which the Committee discusses its initial impressions and each member completes his or her individual evaluation form.

B. Interview Structure

Calderwood & Harkness recommends a structured interview format in which all candidates are asked the same core questions in the same sequence and with consistent time allocations. Structured interviews reduce the risk of implicit bias, ensure comparability, and create a stronger evidentiary record. The following format is recommended:

Opening (10 minutes). The Committee Chair (Tobias Kessler) should open the session by introducing the Committee members, explaining the purpose and structure of the interview, and emphasizing the confidential nature of the process. The candidate should be given a brief overview of AGMG's business and the role, and should be told that the Committee is evaluating candidates through a structured, criteria-based process.

Strategic Vision (25 minutes). This segment should focus on the candidate's vision for AGMG over a three-to-five-year horizon. Questions should probe the candidate's views on the streaming landscape, content strategy (including original content development vs. licensed content acquisition), the future of live entertainment and events in a post-pandemic environment, and e-commerce and direct-to-consumer opportunities. The candidate should also be asked specifically about the Luminos streaming platform — its competitive position, growth potential, and investment requirements. This segment is the most heavily weighted in the evaluation rubric and should receive the most time.

Operational Leadership (20 minutes). This segment should explore the candidate's experience managing complex organizations at scale, including organizations with revenue and employee counts comparable to AGMG's. Questions should address the candidate's approach to operational efficiency and margin improvement, experience with workforce management across multiple geographies and regulatory environments, and experience integrating acquisitions or managing portfolio restructurings. The Committee should seek specific examples from the candidate's track record rather than abstract management philosophy.

Financial Acumen (10 minutes). This segment should assess the candidate's understanding of capital allocation, investor relations, and public company financial reporting. Given AGMG's dual listing on the NYSE and LSE, the candidate should be asked about experience navigating the disclosure requirements and investor expectations of both U.S. and UK markets. Questions should also address the candidate's approach to balancing investment for growth with return of capital to shareholders.

Cultural and Leadership Fit (15 minutes). This segment should explore the candidate's leadership style, experience managing cross-cultural teams (particularly in a UK/US context), and approach to stakeholder engagement. The candidate should be asked about his or her philosophy regarding the relationship between the CEO and the Board, the CEO's role in employee engagement and corporate culture, and the candidate's experience managing relationships with shareholders, regulators, and the media. Cultural fit is particularly important for AGMG given its dual UK/US heritage and its global operational footprint.

Independence and Governance (10 minutes). This final substantive segment is designed to surface any potential conflicts of interest or relationships that could compromise the candidate's independence. The Committee should ask each candidate directly and on the record:

"Do you have any personal, professional, or financial relationship with any shareholder of AGMG that holds more than 3% of outstanding shares?"

This question is critical for external candidates who may have connections to Corvus Peak or other activist shareholders. The candidate should also be asked about his or her view of the appropriate board-management relationship, experience with activist shareholders, and any other relationships with AGMG shareholders, directors, employees, or other stakeholders that should be disclosed. Responses to this segment should be documented with particular care and compared against the findings of the conflict-of-interest screen conducted during the long-list phase.

C. Candidate Materials

Materials to Be Provided to Candidates. Prior to each interview, the candidate should receive a package of materials including:

(a) A confidentiality and non-disclosure agreement, prepared by Calderwood & Harkness, which must be executed by the candidate before the interview proceeds;

(b) A position specification document prepared by Hargrove Tate, describing the role, the Company's strategic context, and the qualifications sought;

(c) AGMG's most recent annual report (FY 2023, reflecting $4.37 billion in revenue and $812 million in EBITDA), which is publicly available; and

(d) A high-level company overview document, compiled from publicly available information, summarizing AGMG's business segments, organizational structure, geographic footprint, and recent financial performance.

Materials NOT to Be Provided to Candidates. Candidates should not receive — and should not be given access to — any of the following: Board minutes, Special Committee minutes or deliberations, CEO search evaluation materials, activist correspondence (including Corvus Peak demand letters or public letters), privileged legal memoranda (including this memorandum and other Calderwood & Harkness work product), or any other confidential, non-public, or privileged materials. The provision of such materials could compromise the integrity of the search process, waive privilege, and create information asymmetries among candidates.

Materials to Be Submitted by Candidates. Each candidate should be asked to submit, prior to the interview, the following materials:

(a) A current curriculum vitae or resume;

(b) A completed disclosure questionnaire, prepared by Calderwood & Harkness, covering conflicts of interest, material relationships with AGMG stakeholders, pending or prior litigation, regulatory proceedings, and any other matters that could affect the candidate's suitability or independence; and

(c) A signed authorization for background checks and reference checks, permitting Hargrove Tate and its agents to verify employment history, educational credentials, and other representations and to contact professional and personal references.

These materials should be collected by Hargrove Tate and transmitted to the Special Committee through the Corporate Secretary. They form part of the privileged search record and should be maintained accordingly.

D. Evaluation Forms

Immediately following each interview and debrief session, each member of the Special Committee should independently complete a written evaluation form for the candidate. The evaluation form should score the candidate on each of the seven criteria from the standardized rubric — strategic fit, operational capability, leadership and culture, industry expertise, financial acumen, independence and governance profile, and stakeholder management — using the weighted percentage framework described in Section IV, Step 2. Each criterion should be scored on a numerical scale (Calderwood & Harkness recommends a 1–5 scale), and the form should include space for qualitative comments explaining the numerical score.

Completed forms should be collected by the Corporate Secretary and maintained as part of the privileged search record. Forms must be completed independently — Committee members should not compare scores, share written evaluations, or discuss their individual assessments until the collective deliberation stage (Step 7). This independence is essential to the integrity of the process and to the evidentiary value of the evaluation forms in any future challenge.

VI. Role of Hargrove Tate Partners LLC

A. Scope of Engagement

Hargrove Tate Partners LLC has been retained as the independent executive search advisor to the Special Committee. It is important that the Committee and Hargrove Tate maintain a clear understanding of the scope of this engagement. Hargrove Tate's role is to identify, screen, and present candidates — not to advocate for any particular candidate or outcome. The search firm is an advisor and service provider, not a decision-maker. The ultimate decision regarding the selection of the CEO rests solely with the Special Committee and the Board.

Christine Aldridge serves as the Lead Partner on the Hargrove Tate engagement and is the primary point of contact. All communications between the Company and Hargrove Tate regarding the CEO search should be channeled through the Special Committee Chair (Tobias Kessler) or, for logistical matters, through Nadine Khalil in her capacity as Corporate Secretary. Individual Board members, members of management, and other Company personnel should not communicate directly with Hargrove Tate regarding the search except as authorized by the Committee.

The services to be provided by Hargrove Tate include:

(a) Conducting a comprehensive market scan and developing a long list of qualified candidates;

(b) Preparing detailed background dossiers on each long-list candidate;

(d) Providing compensation benchmarking support in coordination with Brackenridge Howard Associates Inc.;

(e) Providing logistical support for the interview process, including scheduling, venue arrangements, and candidate communications; and

(f) Serving as a confidential intermediary in initial outreach to potential candidates.

B. Independence of Hargrove Tate

The independence of the executive search firm is a critical element of the process. The Special Committee should confirm, through formal inquiry and documentation, that Hargrove Tate has no material business relationship with any candidate under consideration, with Corvus Peak Capital Partners LP or any of its affiliates, or with any entity controlled by or associated with Damien Solberg or Erin Nakamura. If any such relationship exists, it must be disclosed to the Special Committee and to Calderwood & Harkness immediately.

In addition, Hargrove Tate should not communicate with candidates regarding the Committee's deliberations, preliminary views, ranking of candidates, or the competitive dynamics of the search. Candidates should interact with Hargrove Tate only for logistical purposes and for the exchange of information required by the process (e.g., submission of disclosure questionnaires and background check authorizations). Any candidate inquiries about the Committee's views or process timeline should be redirected to the Committee Chair through Hargrove Tate.

C. Fee Structure and Incentives

The fee arrangement for the Hargrove Tate engagement is structured as follows:

Calderwood & Harkness notes that this fee structure is conventional for executive search engagements at the CEO level and appropriately aligns Hargrove Tate's financial incentive with the completion of the process. However, the Special Committee should be mindful that a completion-based fee structure can, in some circumstances, create pressure on the search firm to recommend a candidate — or to recommend a candidate prematurely — in order to earn the final installment. The Committee should ensure that Hargrove Tate understands that the Committee values the quality and integrity of the process over speed, and that the Committee retains the right to extend the search timeline or to terminate the engagement at any time.

In the event the engagement is terminated before a placement is completed, unpaid installments are not owed. If the engagement is terminated after delivery of the candidate slate but before a placement, only the first two installments are owed. These provisions are set forth in the engagement letter between AGMG and Hargrove Tate dated March 15, 2024, a copy of which is maintained in the Corporate Secretary's files.

D. Interaction with Ashworth Velmoran

Pursuant to the coordination protocol established by letter dated March 19, 2024, Ashworth Velmoran LLP (Martin Cho) continues to serve as standing outside counsel to AGMG management on general corporate matters. However, all CEO search-related legal advice is the province of Calderwood & Harkness. Ashworth Velmoran should not be in

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, NY 10019
March 20, 2024
MEMORANDUM
TO: Board of Directors, Aurelius Global Media Group PLC
Attention: Dame Elspeth Greenvale, Independent Non-Executive Chair
Special Committee: Tobias Kessler (Chair); Lucinda Farrow-Grant; Dr. Anwen Llewellyn
CC: Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC
FROM: Calderwood & Harkness LLP
Nathaniel Bower, Partner (Responsible Partner) Audrey Zhou, Associate (Lead Associate) with contributions from Colette Whitman and Brendan Walsh
RE: CEO Search Process — Recommended Governance Protocols
MATTER NO.: 1017-00002
PRIVILEGE LEGEND: This memorandum is a privileged and confidential attorney-client communication prepared by Calderwood & Harkness LLP for the Board of Directors of Aurelius Global Media Group PLC. It is protected by the attorney-client privilege and work product doctrine. Do not distribute without prior authorization.
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I. Executive Summary
This memorandum sets forth Calderwood & Harkness LLP's recommended governance protocols for the chief executive officer search process to be overseen by the Special Committee of the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company"). The purpose of this memorandum is to establish a structured, defensible, and transparently documented CEO search process that satisfies the fiduciary obligations of the Board and the Special Committee under Delaware law and applicable governance standards.
The need for rigorous process protocols arises from the convergence of several significant corporate events. On March 8, 2024, Marcus Vane resigned as Chief Executive Officer, effective immediately, creating an unexpected leadership vacancy at a critical juncture in AGMG's strategic evolution. The Board, acting on an emergency basis, designated Priya Nair-Whitfield — the Company's Chief Operating Officer and an Executive Director — as Interim CEO on the same date. While operationally prudent, this designation has created the potential for the permanent CEO search to be perceived as a preordained conclusion rather than a genuine, open-ended evaluation of the best available candidates. This risk is materially heightened by the ongoing proxy contest initiated by Corvus Peak Capital Partners LP, a holder of approximately 8.7% of the Company's outstanding shares, which has publicly criticized AGMG's governance and succession planning practices since at least its February 12, 2024 demand letter.
The scope of this memorandum covers the following governance dimensions of the search process:
(a) the role and authority of the Special Committee;
(b) coordination with the Company's retained executive search firm, Hargrove Tate Partners LLC;
(c) candidate identification and evaluation criteria;
(d) structured interview protocols;
(e) documentation and record-keeping requirements;
(f) Board reporting cadence and information flow management; and
(g) confidentiality safeguards designed to protect the integrity of the process and the privileged nature of its deliberations.
Our central recommendation is that the process must be designed, at every stage, to withstand judicial scrutiny under the most demanding standards that Delaware courts may apply — including enhanced scrutiny under Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and its progeny — and must avoid the appearance of a "predetermined outcome." This criticism has already been leveled by Corvus Peak in its February 12, 2024 demand letter and is likely to intensify in light of the Nair-Whitfield Interim CEO designation and the anticipated April 15, 2024 public letter from Corvus Peak. The Board's best defense, as both a fiduciary matter and a strategic matter, is a search process that is manifestly thorough, genuinely open, and meticulously documented in real time.
This memorandum should be read in conjunction with two companion documents prepared or to be prepared by Calderwood & Harkness: (1) our March 17, 2024 memorandum on Special Committee charter best practices, previously delivered to the Committee, and (2) our forthcoming March 25, 2024 memorandum on the fiduciary duties applicable to the CEO succession process (in preparation at the time of this writing). Together, these three memoranda constitute the foundational legal and governance framework for the search.
II. Background and Context
A. Marcus Vane's Departure
Marcus Vane resigned as Chief Executive Officer of AGMG effective March 8, 2024, in a letter to Dame Elspeth Greenvale citing "personal and family considerations." The resignation was unexpected by the Board and by the market, arriving as it did amid an escalating activist campaign by Corvus Peak Capital Partners LP and what had been, by all external accounts, a period of relative operational stability for the Company.
Vane had served as CEO since 2016 and is widely credited with spearheading AGMG's strategic pivot to streaming and direct-to-consumer digital distribution. Under his leadership, the Company launched the Luminos streaming platform in 2019, which has grown to become the second-largest revenue contributor within AGMG's portfolio of business segments. Vane also oversaw the expansion of the Company's e-commerce and merchandising operations, which now constitute approximately 19% of consolidated revenue. His tenure was marked by significant strategic ambition, though the activist campaign has questioned whether the pace of digital transformation has been sufficient and whether capital has been allocated optimally across the Company's four business segments.
Pursuant to the terms of his employment agreement, Vane is entitled to severance payments totaling $14.8 million, comprised of: (i) two times his annual base salary of $2.4 million ($4.8 million); (ii) two times his target annual bonus of $2.4 million ($4.8 million); and (iii) $5.2 million in accelerated equity vesting of previously granted restricted stock units and performance share units. The severance package is subject to customary conditions, including execution of a general release of claims and compliance with ongoing restrictive covenants. Vane is also bound by an 18-month non-competition agreement that restricts his ability to serve as an officer, director, or consultant to any competing media or entertainment company through September 8, 2025.
The circumstances of Vane's departure — its timing relative to the Corvus Peak campaign, the size of the severance package, and the brevity of the stated reasons — may attract scrutiny from Corvus Peak and other shareholders. The Board should anticipate that the terms of the separation will be examined in connection with any future § 220 books-and-records demand or litigation.
B. Interim CEO Designation
On March 8, 2024, the same day as Vane's resignation, the Board by unanimous written consent designated Priya Nair-Whitfield as Interim Chief Executive Officer. Nair-Whitfield had been serving as AGMG's Chief Operating Officer and is an Executive Director on the Board.
Nair-Whitfield is a twelve-year AGMG veteran. She joined the Company in 2012 as Senior Vice President of Digital Strategy, bringing with her a background in technology-enabled media businesses. She was promoted to Executive Vice President of Streaming in 2017, where she led the development and launch of the Luminos streaming platform, and was named Chief Operating Officer in 2020. She holds an MBA from Ashford Business School and an undergraduate degree in electrical engineering from Imperial College London. Her operational experience spans each of AGMG's four business segments, and she is widely regarded within the organization as the architect of the Company's digital transformation strategy.
The Interim CEO designation was operationally necessary to ensure continuity of leadership and management during the transition period. However, as a governance matter, the designation creates a meaningful fiduciary risk. If the formal CEO search process is perceived — whether by the market, by Corvus Peak, or by a reviewing court — as a "rubber stamp" or predetermined validation of Nair-Whitfield's appointment to the permanent role, the Board's decision-making process will not receive the deference of the business judgment rule. This risk is not hypothetical. Corvus Peak's anticipated April 15, 2024 public letter is expected to focus precisely on this concern, arguing that the Interim CEO designation was designed to entrench an insider and forestall genuine consideration of external alternatives.
The Board must ensure, and must be able to demonstrate through contemporaneous documentation, that the permanent CEO search process operates independently of the interim arrangement and that Nair-Whitfield's candidacy is evaluated on the same terms and through the same process as every other candidate.
C. Activist Context
Corvus Peak Capital Partners LP is an activist investment fund managed by its Founding Partner and Chief Investment Officer, Damien Solberg. Corvus Peak has accumulated a significant position in AGMG's common stock, currently holding approximately 8.7% of outstanding shares — approximately 35,896,200 shares out of 412,600,000 shares outstanding as of the most recent record date.
Corvus Peak's position has been built incrementally. Its initial Schedule 13D filing was made with the Securities and Exchange Commission on January 18, 2024, disclosing a 6.1% stake. An amended 13D was filed on February 26, 2024, reflecting an increase to the current 8.7% level. The rapidity of this accumulation and the timing of the filings — coinciding with the commencement of the activist campaign — suggest that Corvus Peak intends to press for material changes in corporate governance and strategic direction.
On February 12, 2024, Corvus Peak delivered a demand letter to the Board, transmitted through its counsel at Blackthorn Howell & Crane LLP (Dominic Sayer, lead partner). The demand letter called for: (i) the appointment of two new independent directors nominated by Corvus Peak; (ii) a comprehensive strategic review of AGMG's business segments, including exploration of potential asset dispositions; and (iii) adoption of a formal CEO succession plan with external oversight. The tone of the letter was combative, characterizing the Board as "insular" and "resistant to change."
On March 1, 2024, Corvus Peak escalated its campaign by formally submitting three director nominees for election at the 2024 Annual General Meeting: Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu. The Annual Meeting is currently anticipated to take place on June 7, 2024. Corvus Peak has retained the proxy solicitation firm Falconer Strauss LLC (Derek Huang) to support its solicitation efforts, in addition to its legal advisors at Blackthorn Howell & Crane LLP.
The CEO search process will therefore proceed concurrently with an active and contested proxy solicitation. This parallel track creates significant governance complexity. The search process must be insulated from the political dynamics of the proxy contest, and the Board's actions in connection with the search must not be — and must not appear to be — motivated by a desire to preempt or neutralize the shareholder vote. The management of information flow, the timing of key decisions, and the integrity of the search process are all materially affected by the presence of the activist campaign.
D. Special Committee Formation
The Board of Directors, by resolution adopted on March 18, 2024, established a Special Committee of independent non-executive directors to oversee the CEO succession process and to coordinate the Board's response to the Corvus Peak activist campaign. The formation of the Special Committee reflects best practices for Delaware corporations facing contested governance decisions and serves to reinforce the independence and objectivity of the search process.
The members of the Special Committee are:
• Tobias Kessler (Chair) — Independent Non-Executive Director
• Lucinda Farrow-Grant — Independent Non-Executive Director
• Dr. Anwen Llewellyn — Independent Non-Executive Director
All three members satisfy the independence requirements of the New York Stock Exchange Listed Company Manual and the UK Corporate Governance Code. Each was determined by the Nominating & Governance Committee to be free of material relationships with AGMG management, Corvus Peak, or any other party with a known interest in the outcome of the search.
The Special Committee charter, adopted by the Board concurrently with the Committee's formation, grants the Committee sole authority to oversee the CEO succession process, including the identification, evaluation, and recommendation of candidates for the permanent CEO role. The charter also empowers the Committee to coordinate the Board's response to the activist campaign to the extent that the proxy contest intersects with the search process. The Committee has been authorized to retain independent advisors, including Calderwood & Harkness LLP as independent governance counsel and Hargrove Tate Partners LLC as independent executive search advisor.
The scope and authority of the Special Committee charter were discussed in detail in our March 17, 2024 memorandum on Special Committee charter best practices, to which we respectfully refer the Committee for additional guidance.
E. Executive Search Firm Engagement
On March 15, 2024, the Nominating & Governance Committee of the Board retained Hargrove Tate Partners LLC ("Hargrove Tate") as independent executive search advisor for the CEO succession process. The engagement was subsequently ratified by the Special Committee upon its formation on March 18, 2024.
Hargrove Tate is a recognized national executive search firm with deep expertise in media, entertainment, and technology sector placements. The lead partner on the AGMG engagement is Christine Aldridge, who operates out of Hargrove Tate's principal office at 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116. Aldridge has led CEO and C-suite placements at several publicly traded media companies and brings relevant sector knowledge and candidate networks to the engagement.
The fee arrangement for the engagement is structured as a flat fee of $750,000, payable in three installments: (i) $250,000 upon engagement (paid on March 15, 2024); (ii) $250,000 upon delivery of the candidate slate; and (iii) $250,000 upon completion of a placement. As of the date of this memorandum, only the first installment has been paid. The fee structure and its implications for process integrity are discussed further in Section VI.C below.
F. Standing Outside Counsel
Since 2015, AGMG has been advised on general corporate and securities matters by Ashworth Velmoran LLP, with Martin Cho serving as head of the firm's Public Company Advisory practice and the lead relationship partner for the AGMG account. Ashworth Velmoran's long-standing role as outside counsel to AGMG management has been the subject of public criticism by Corvus Peak, which in its February 12, 2024 demand letter characterized Ashworth Velmoran as "management-aligned" and questioned whether the firm could provide independent governance advice in the context of a contested succession.
This criticism, while not necessarily well-founded on its merits, precipitated the Board's decision to engage Calderwood & Harkness LLP as independent governance counsel on March 12, 2024. The engagement of Calderwood & Harkness was specifically intended to provide the Board and the Special Committee with legal advice that is — and is perceived to be — independent of management influence.
To avoid confusion of roles and potential privilege complications, a coordination protocol between Calderwood & Harkness and Ashworth Velmoran was established by letter agreement dated March 19, 2024. Under this protocol, Ashworth Velmoran continues in its role as standing outside counsel to AGMG management on general corporate matters, including securities filings, commercial contracts, and routine regulatory compliance. Calderwood & Harkness serves as independent governance counsel to the Board and the Special Committee on all matters relating to the CEO succession process, the proxy contest, and related fiduciary issues. The delineation of responsibilities is intended to preserve the integrity and independence of the search process while maintaining operational continuity for the Company's ongoing legal needs.
III. Governing Legal Framework
The legal framework governing the Board's conduct of the CEO succession process is well-established under Delaware law. AGMG is incorporated in the State of Delaware, and its Certificate of Incorporation, Bylaws, and internal governance instruments are governed by the Delaware General Corporation Law ("DGCL"). The following discussion summarizes the key fiduciary principles that apply and explains why the process protocols recommended in this memorandum are essential to protecting the Board and its members.
A. Fiduciary Duties of Care and Loyalty
Under Delaware law, directors owe two fundamental fiduciary duties in connection with all corporate decisions, including the selection and appointment of a chief executive officer: the duty of care and the duty of loyalty.
Duty of Care. The duty of care requires that directors adequately inform themselves of all material facts reasonably available before making a business decision. In the context of a CEO succession, this means that the Board and the Special Committee must conduct a thorough search, evaluate candidates against articulated criteria, consult with qualified advisors, and deliberate carefully before reaching a decision. A failure to become adequately informed — for example, by considering only one candidate, or by relying on incomplete or outdated information — can expose directors to claims that they breached their duty of care.
The standard is not perfection; it is reasonableness. The question is whether the directors took steps that a reasonable person in their position would have taken to inform themselves before making the decision. A structured, multi-stage search process with documented criteria, independent advisors, and multiple candidates is the paradigmatic example of compliance with this duty.
Duty of Loyalty. The duty of loyalty requires that directors act in good faith and in the best interests of the corporation and its stockholders, free from self-dealing, conflicts of interest, or improper personal motivations. In the CEO succession context, this duty requires the Board and the Special Committee to select the candidate who best serves the interests of AGMG and its shareholders as a whole — not the candidate preferred by any particular faction, shareholder group, or member of management.
The duty of loyalty is particularly relevant here given the presence of identified supporters for specific candidates on the Board. As discussed in Sections X and XI below, both Nair-Whitfield and the anticipated external candidate Jonathan Hale have identifiable champions among the current directors. The process must be structured to ensure that these pre-existing preferences do not distort the evaluation or create the appearance of bias.
The Business Judgment Rule. Under Delaware's well-established business judgment rule, there is a presumption that in making a business decision, directors acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the company. This presumption is powerful — when it applies, a court will not second-guess the substantive merits of the Board's decision, even if the decision turns out to have been suboptimal. However, the presumption can be rebutted by evidence that the directors were not adequately informed, were conflicted, or did not act in good faith. The purpose of the process protocols recommended in this memorandum is to ensure that the Board's actions fall squarely within the protection of the business judgment rule.
B. Enhanced Scrutiny Standards
The presence of the Corvus Peak proxy contest introduces the possibility that the Board's actions in connection with the CEO succession may be subject to enhanced judicial scrutiny beyond the baseline business judgment rule. Three doctrines are potentially implicated.
*Unocal* Enhanced Scrutiny. Where a board takes defensive action in response to a perceived threat to corporate policy and effectiveness — including actions taken in the context of a proxy contest — the board's conduct is reviewed under the enhanced scrutiny framework established in Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and refined in subsequent decisions including Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995). Under Unocal, the board bears the initial burden of demonstrating: (i) that it had reasonable grounds for believing that a danger to corporate policy and effectiveness existed (the "reasonableness" prong), and (ii) that its response was reasonable in relation to the threat posed (the "proportionality" prong). If the Board's CEO selection is intertwined with the proxy contest — for example, if the appointment is accelerated to preempt a shareholder vote or if the selection is influenced by the desire to counter the activist campaign — the decision may be subject to Unocal review.
*Revlon* Duties. If the Board's actions in connection with the succession process are part of or lead to a sale or change-of-control transaction, the Board's fiduciary obligation shifts to maximizing short-term shareholder value under Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986). While a standalone CEO appointment does not typically trigger Revlon duties, the possibility cannot be excluded if the succession decision is coupled with a strategic review or transaction involving a change of control. The Special Committee should be aware of this framework and should ensure that its actions do not inadvertently trigger Revlon obligations without the Board's deliberate consideration.
*Blasius* Standard. The most demanding standard of review applies under Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), where a board takes action with the primary purpose of interfering with the shareholder franchise. If, for example, the Board were to rush the appointment of a permanent CEO before the June 7, 2024 Annual Meeting in order to present shareholders with a fait accompli and diminish the significance of the proxy contest, such action could be challenged under Blasius. The standard requires the board to demonstrate a "compelling justification" for its action — a burden that is extraordinarily difficult to meet.
The recommended process protocols in this memorandum are designed to ensure that the Board can satisfy even the most demanding of these standards. By conducting a thorough, genuinely open, and well-documented search that proceeds at a deliberate pace and is not artificially compressed to beat the Annual Meeting, the Board will be well-positioned to defend its decision under any applicable framework.
C. Process as Substance
A bedrock principle of Delaware fiduciary law is that the process by which directors make decisions is as important as — and in many respects more important than — the substance of the decisions themselves. Delaware courts have repeatedly emphasized that a well-documented, deliberative, conflict-free decision-making process will receive significant judicial deference, even if the ultimate decision is contested.
Conversely, a process that appears rushed, perfunctory, or predetermined can expose directors to personal liability and injunctive relief, regardless of whether the substantive outcome was reasonable. The case law is replete with examples of boards that reached defensible substantive conclusions but were found to have breached their fiduciary duties because the process by which they arrived at those conclusions was inadequate. See, e.g., Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985) (board found liable despite arguably fair transaction price where process was inadequate); In re Caremark International Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch. 1996) (emphasizing importance of board oversight processes).
For this reason, contemporaneous documentation is critical throughout the search process. Notes, minutes, memoranda, evaluation forms, and communications records should be created in real time — not reconstructed after the fact. As discussed in Section VII below, the quality and completeness of the contemporaneous record will be the Board's primary evidence in any future challenge to the search process.
IV. Recommended Process Architecture: Step-by-Step Protocol
The following eight-step protocol is Calderwood & Harkness's recommended architecture for the CEO search process. Each step is designed to be self-documenting, to satisfy the fiduciary standards discussed in Section III, and to withstand scrutiny in connection with any future challenge by Corvus Peak or any other party. The protocol should be adopted by the Special Committee as a whole and followed in its entirety; departures from the protocol should be documented with reasons and reviewed with Calderwood & Harkness before implementation.
Step 1: Define the Role and Mandate (Weeks 1–2: March 18–31, 2024)
The initial step in the process is for the Special Committee to adopt a formal CEO search mandate — a written document that articulates the Company's strategic needs, the desired candidate profile in general terms, and the timeline for the search. The mandate serves a dual purpose: it provides direction to Hargrove Tate and the Committee's own deliberations, and it creates a foundational record demonstrating that the search was undertaken with a clear and legitimate corporate purpose.
Calderwood & Harkness recommends that the mandate explicitly state that both internal and external candidates will be considered on an equal footing. This is essential to rebut any allegation — whether from Corvus Peak or in any future litigation — that the search was a predetermined process designed to validate the Interim CEO designation. The mandate should state, in substance, that the Special Committee will conduct a comprehensive search, informed by independent advisors, to identify the individual best qualified to serve as AGMG's permanent Chief Executive Officer, considering all available candidates regardless of whether they are currently employed by the Company.
The mandate should also reference AGMG's current strategic and operational context, including:
• Consolidated revenue of $4.37 billion for fiscal year 2023;
• EBITDA of $812 million, representing a margin of approximately 18.6%;
• Four operating segments: Streaming & Digital Content (42% of revenue), Live Entertainment & Events (24%), E-Commerce & Merchandising (19%), and Advertising & Brand Partnerships (15%);
• A global workforce of approximately 23,400 employees;
• Dual listing on the New York Stock Exchange (NYSE: AGMG) and the London Stock Exchange (LSE: AGMG.L); and
• The ongoing activist campaign and proxy contest.
Upon adoption, the mandate should be circulated to the full Board for information. Calderwood & Harkness recommends that the mandate be distributed for information purposes only — not submitted for Board approval — in order to preserve the Special Committee's independence and sole authority over the search process. If the full Board were required to approve the mandate, the process would be subject to influence by executive directors (including the Interim CEO) and other Board members with identified preferences, undermining the independence of the Committee.
Hargrove Tate should be briefed on the adopted mandate and provided with comprehensive background materials on AGMG's business, strategy, competitive landscape, and organizational structure. This briefing should take place promptly following adoption of the mandate, ideally no later than April 1, 2024, to allow Hargrove Tate to commence its market search without delay.
Step 2: Develop Candidate Profile and Evaluation Criteria (Weeks 2–3: March 25 – April 7, 2024)
Following adoption of the mandate, the Special Committee — with input from Hargrove Tate and Calderwood & Harkness — should develop a formal candidate profile and a standardized evaluation criteria rubric. The candidate profile identifies the qualifications, attributes, and experiences the Committee seeks in AGMG's next CEO. The evaluation rubric provides a structured, quantitative framework for comparing candidates against these criteria.
The candidate profile should address, at minimum, the following dimensions:
• Strategic vision: The ability to articulate and execute a compelling strategic vision for a diversified media and entertainment conglomerate in the streaming era, with specific reference to the evolution of the direct-to-consumer model, content creation and acquisition strategy, live entertainment, and the integration of e-commerce capabilities.
• Operational experience at scale: Demonstrated success managing a complex, multi-segment organization of comparable scale to AGMG (approximately $4.37 billion in revenue and approximately 23,400 employees across multiple geographies).
• Digital transformation track record: Proven experience leading organizations through digital transformation, with particular emphasis on direct-to-consumer platform development and monetization.
• Public company leadership experience: Prior service as CEO or in a senior C-suite role at a publicly traded company, preferably one listed on the NYSE or a comparable major exchange. Experience with the governance, regulatory, and investor relations demands of a public company is essential.
• Cultural fit: Compatibility with AGMG's dual UK/US heritage, its global operational footprint, and its organizational culture. The CEO will be expected to engage effectively with stakeholders across jurisdictions, regulatory regimes, and cultural contexts.
• Industry relationships: An established network of relationships within the media, entertainment, technology, and content industries, including relationships with content creators, talent, distribution partners, and advertisers.
• Independence from parties with known agendas: The candidate should be free from material relationships with any party that has a known interest in influencing AGMG's management or strategic direction. This criterion directly addresses the concern regarding the Hale-Solberg relationship discussed in Section XI below.
The evaluation criteria should be formalized into a scoring rubric that assigns weighted values to each dimension. Calderwood & Harkness recommends the following weighting:
This rubric must be applied uniformly to all candidates — internal and external — and must be adopted by the Special Committee before any candidate interviews begin. A rubric developed retrospectively, after candidates have been interviewed and impressions have been formed, will not provide the process credibility that a pre-established framework affords. Delaware courts have been attentive to the temporal sequence of decision-making steps, and a rubric that appears to have been designed to justify a predetermined outcome will undermine rather than support the Board's position.
Calderwood & Harkness will prepare a more detailed evaluation framework memorandum, anticipated for delivery on approximately April 5, 2024, which will include specific scoring guidance, sample evaluation forms, and protocols for aggregating and comparing scores across candidates and Committee members.
Step 3: Candidate Identification and Long List (Weeks 3–5: April 1–14, 2024)
Once the candidate profile and evaluation rubric have been adopted, Hargrove Tate should conduct a comprehensive market search and present the Special Committee with a long list of external candidates. Calderwood & Harkness recommends that the long list include between ten and fifteen individuals, providing a sufficiently broad pool to demonstrate that the search was genuinely comprehensive while remaining manageable for the Committee's review.
Christine Aldridge, as Lead Partner at Hargrove Tate, should present the long list to the Special Committee in a meeting format, accompanied by written background dossiers on each candidate. Each dossier should include, at minimum: the candidate's professional biography, current and prior positions, educational background, notable accomplishments, publicly available compensation information (where available), and any identified potential conflicts of interest or relationships with AGMG stakeholders.
Internal Candidates. Priya Nair-Whitfield should be included on the long list as the sole internal candidate. Her inclusion is appropriate given her qualifications and her current service as Interim CEO. Her candidacy should be evaluated using the same rubric and criteria applied to external candidates. The Committee should not treat her interim service as a substitute for the formal evaluation process; rather, her track record and qualifications should be assessed on the same forward-looking basis as those of any external candidate.
External Candidates. External candidates should be sourced independently by Hargrove Tate through its professional networks, proprietary databases, and industry contacts. The Special Committee should not solicit nominations from individual directors, shareholders, or other stakeholders. This is critical to maintaining the objectivity of the process and avoiding the perception that the candidate pool was curated to favor a particular outcome.
If any Board member, shareholder, or third party recommends a candidate — as is anticipated with respect to Jonathan Hale, who is discussed in detail in Section XI — the recommendation should be channeled to the Special Committee through formal channels and referred to Hargrove Tate for independent assessment. The Committee should not act on any recommendation directly, and the recommending party should be informed that the Committee will evaluate all candidates through its established process.
Conflict-of-Interest Screening. The long list should be accompanied by a preliminary conflict-of-interest screen conducted by Hargrove Tate with input from Calderwood & Harkness. Any candidate with a known relationship to Corvus Peak, its principals (Damien Solberg, Erin Nakamura), its legal or proxy solicitation advisors (Blackthorn Howell & Crane LLP, Falconer Strauss LLC), or its director nominees (Malcolm Trask, Vanessa Loring, Dr. Raymond Chu) should be identified and flagged for enhanced independence review. The existence of such a relationship does not automatically disqualify a candidate, but it does require heightened scrutiny and documentation.
Step 4: Short List Development (Weeks 5–6: April 14–21, 2024)
Following receipt and review of the long list, the Special Committee should select a short list of four to six candidates for formal interviews. The short list should be developed through a structured discussion in which the Committee applies the standardized evaluation criteria to each long-list candidate and identifies those who most closely match the desired profile.
The short list should include a mix of internal and external candidates to demonstrate that the Committee genuinely considered alternatives to the internal candidate. Nair-Whitfield should be included on the short list unless the Committee determines, based on its application of the evaluation criteria, that she does not meet the threshold qualifications for advancement. Any decision to exclude her from the short list should be supported by documented reasons articulated in the Committee's minutes and based on the same criteria applied to all candidates.
Conversely, Nair-Whitfield's inclusion on the short list should not be treated as a foregone conclusion. The Committee should apply the criteria objectively and reach its own judgment. A short list that includes only Nair-Whitfield and token external candidates will be perceived as a predetermined process, regardless of the Committee's stated intentions.
The short list decision should be documented in formal Special Committee minutes, including an explicit statement of the criteria applied and the reasons for including or excluding each long-list candidate. This documentation is essential to the defensibility of the process.
Step 5: Candidate Interviews (Weeks 6–8: April 14–28, 2024)
All short-listed candidates should be interviewed by the full Special Committee. The detailed interview protocols are set forth in Section V below. In summary, Calderwood & Harkness recommends a structured interview format in which all candidates are asked the same core set of questions, in the same order, with consistent time allocations for each topic area. This approach ensures comparability across candidates and reduces the risk that interviews devolve into unstructured conversations that may favor candidates with prior relationships to Committee members.
Each interview should be documented with contemporaneous notes taken by Nadine Khalil (in her capacity as Corporate Secretary) or a designee approved by the Committee. Following each interview, the Committee should conduct a 30-minute debrief session, and each Committee member should independently complete a written evaluation form scoring the candidate against the standardized rubric. Completed forms should be collected by the Corporate Secretary and retained as part of the privileged search record.
The independence of the evaluation forms is critical. Committee members should complete their individual assessments before comparing notes or discussing scores with one another. This ensures that each member's evaluation reflects his or her independent judgment, rather than the influence of a more vocal or senior colleague.
Step 6: Due Diligence on Finalists (Weeks 8–10: April 28 – May 12, 2024)
Upon narrowing the field to two or three finalists, the Special Committee should direct Hargrove Tate to conduct enhanced due diligence on each remaining candidate. This due diligence should be comprehensive and should include:
• Professional reference checks: Conversations with former supervisors, peers, direct reports, and board members who have worked with the candidate in prior roles;
• Personal reference checks: Conversations with individuals who can speak to the candidate's character, integrity, and leadership style outside of a professional context;
• Background checks: Verification of employment history, educational credentials, and public records, including any criminal or civil litigation history, regulatory proceedings, or bankruptcy filings;
• Regulatory and legal screening: Review of any pending or prior regulatory matters, SEC enforcement actions, or other compliance issues;
• Media and social media review: Review of the candidate's public profile, including press coverage, published statements, social media activity, and any potentially controversial or reputationally damaging content; and
• Enhanced independence due diligence (where applicable): For any candidate with identified relationships to activist shareholders or their representatives, a targeted review of financial ties, shared board service, prior consulting or employment relationships, social or professional connections, and any communications during the twelve months preceding the search. This category of diligence is specifically applicable to Jonathan Hale, given his known relationship with Damien Solberg through shared board service at Keystone Digital Ventures Ltd. and his association with the Corvus Peak campaign.
For external candidates who are currently employed by other companies, the due diligence process must be conducted with appropriate sensitivity to the candidate's confidentiality. Reference checks should be limited to individuals identified by the candidate unless the Committee determines that broader outreach is necessary, and only with the candidate's prior consent.
Concurrently with the due diligence process, Brackenridge Howard Associates Inc. (Miriam Estabrook, Lead Consultant) should prepare a compensation benchmarking analysis for each finalist. The compensation analysis should be ready for the Committee's use when it enters the deliberation and recommendation phase. The interaction between the Special Committee and Brackenridge Howard regarding compensation is discussed further in Section XIII.
Step 7: Special Committee Deliberation and Recommendation (Weeks 10–12: May 12–26, 2024)
Upon completion of due diligence, the Special Committee should convene in executive session to deliberate on its recommendation. No member of management should be present during these sessions, except by specific invitation of the Committee for limited agenda items (e.g., presentation of a management operating plan or financial projections). Priya Nair-Whitfield, as both Interim CEO and a candidate, must be excluded from these sessions in their entirety.
The Committee's deliberations should be thorough and unhurried. A deliberate pace signals genuine consideration and undermines any argument that the recommendation was rushed or predetermined. The Committee should discuss each finalist in turn, considering the evaluation rubric scores, interview performance, due diligence findings, reference check results, compensation expectations, and any other material factors. The Committee should also consider the views and assessments of its independent advisors, including Calderwood & Harkness and Hargrove Tate.
The deliberations should be thoroughly documented in formal minutes that reflect, at minimum: the criteria considered, the specific strengths and weaknesses of each finalist, the reasons for the Committee's preference for one candidate over the others, and any dissenting views or concerns expressed by individual Committee members. These minutes will constitute the primary record of the Committee's decision-making process and will be scrutinized in any future challenge to the search.
Once the Committee reaches a consensus recommendation — or, if consensus is not achievable, a majority recommendation with a documented minority view — it should prepare a written report to the full Board setting forth its recommendation, the supporting rationale, and a summary of the process undertaken.
Step 8: Full Board Consideration and Appointment (Weeks 12–14: May 26 – June 9, 2024)
The full Board should convene a noticed meeting with a quorum present to consider the Special Committee's recommendation. In advance of the meeting, each Board member should receive the Committee's written report, together with such supporting materials (including candidate profiles, evaluation summaries, and due diligence highlights) as the Committee deems appropriate to share while maintaining privilege and candidate confidentiality.
The Board should engage in a meaningful discussion of the recommendation. While the Board is expected to give significant weight to the Special Committee's work — and indeed, the formation of the Special Committee was designed to centralize expertise and independence in the search process — the Board is not bound by the Committee's recommendation. Each director must exercise independent judgment, consistent with his or her fiduciary duties, in voting on the appointment.
The appointment should be effected by a resolution adopted by a majority vote of the directors present at the meeting. The resolution should identify the selected candidate, authorize the execution of an employment agreement on terms approved by the Board (or delegated to the Committee or the Compensation Committee for finalization within approved parameters), and specify the effective date of the appointment.
Annual Meeting Contingency. This timeline places the Board's appointment decision in the period immediately surrounding the June 7, 2024 Annual General Meeting. This timing creates the potential for complications. If the Board has not yet reached a decision by the date of the Annual Meeting, and the Annual Meeting results in the election of one or more Corvus Peak nominees, the composition of the Board will change. In that event, the Special Committee may need to be reconstituted or dissolved, and the search process may need to be paused or reset.
The process should therefore be designed to accommodate this contingency. All work product, evaluation materials, and documentation should be preserved in a manner that allows successor directors and counsel to understand the work done and the stage reached. If the search is paused following Board reconstitution, the Interim CEO designation of Nair-Whitfield provides continuity of operational leadership, removing the urgency that might otherwise pressure the Board to rush a decision.
Equally important, the Board should not artificially accelerate the search to beat the Annual Meeting. Any such acceleration would invite scrutiny under the Blasius standard and would undermine the credibility of the process. The timeline outlined in this memorandum represents Calderwood & Harkness's best estimate of a realistic pace, but if the process requires additional time to be done properly, additional time should be taken.
V. Interview Protocols
A. Scheduling and Logistics
Interviews with short-listed candidates should be conducted in person. Calderwood & Harkness recommends that interviews take place at AGMG's offices at 14 Sceptre Row, London EC2V 7QN, or at Calderwood & Harkness's London office at 25 Bishopsgate, London EC2N 3AR. For external candidates who are not currently known to be in discussions with AGMG, a neutral venue — such as Calderwood & Harkness's London office or a private meeting room at a comparable venue — is preferred to avoid premature disclosure of the candidate's participation in the process. Candidates currently in leadership roles at other companies are particularly sensitive to confidentiality, and the location of interviews should be selected with this sensitivity in mind.
All three members of the Special Committee — Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — must be present for every interview. Consistency in the interview panel is essential to ensure that all candidates are evaluated under comparable conditions and that every Committee member has a firsthand basis for evaluating every candidate. If a Committee member is unavoidably unable to attend an interview, the interview should be rescheduled rather than conducted with an incomplete panel.
Nadine Khalil, in her capacity as Corporate Secretary, or a designee approved by the Special Committee, should attend each interview as note-taker. The note-taker's role is to create a contemporaneous record of the questions asked and the candidate's responses; the note-taker should not participate in the interview as an interlocutor. Calderwood & Harkness counsel — Audrey Zhou or Nathaniel Bower — should be available before and after each interview session for consultation with the Committee on legal or process issues, but should not be present during the interview itself to preserve candor and avoid creating an unnecessarily formal or intimidating environment.
The suggested interview length is ninety (90) minutes per candidate, followed immediately by a thirty (30) minute debrief session in which the Committee discusses its initial impressions and each member completes his or her individual evaluation form.
B. Interview Structure
Calderwood & Harkness recommends a structured interview format in which all candidates are asked the same core questions in the same sequence and with consistent time allocations. Structured interviews reduce the risk of implicit bias, ensure comparability, and create a stronger evidentiary record. The following format is recommended:
Opening (10 minutes). The Committee Chair (Tobias Kessler) should open the session by introducing the Committee members, explaining the purpose and structure of the interview, and emphasizing the confidential nature of the process. The candidate should be given a brief overview of AGMG's business and the role, and should be told that the Committee is evaluating candidates through a structured, criteria-based process.
Strategic Vision (25 minutes). This segment should focus on the candidate's vision for AGMG over a three-to-five-year horizon. Questions should probe the candidate's views on the streaming landscape, content strategy (including original content development vs. licensed content acquisition), the future of live entertainment and events in a post-pandemic environment, and e-commerce and direct-to-consumer opportunities. The candidate should also be asked specifically about the Luminos streaming platform — its competitive position, growth potential, and investment requirements. This segment is the most heavily weighted in the evaluation rubric and should receive the most time.
Operational Leadership (20 minutes). This segment should explore the candidate's experience managing complex organizations at scale, including organizations with revenue and employee counts comparable to AGMG's. Questions should address the candidate's approach to operational efficiency and margin improvement, experience with workforce management across multiple geographies and regulatory environments, and experience integrating acquisitions or managing portfolio restructurings. The Committee should seek specific examples from the candidate's track record rather than abstract management philosophy.
Financial Acumen (10 minutes). This segment should assess the candidate's understanding of capital allocation, investor relations, and public company financial reporting. Given AGMG's dual listing on the NYSE and LSE, the candidate should be asked about experience navigating the disclosure requirements and investor expectations of both U.S. and UK markets. Questions should also address the candidate's approach to balancing investment for growth with return of capital to shareholders.
Cultural and Leadership Fit (15 minutes). This segment should explore the candidate's leadership style, experience managing cross-cultural teams (particularly in a UK/US context), and approach to stakeholder engagement. The candidate should be asked about his or her philosophy regarding the relationship between the CEO and the Board, the CEO's role in employee engagement and corporate culture, and the candidate's experience managing relationships with shareholders, regulators, and the media. Cultural fit is particularly important for AGMG given its dual UK/US heritage and its global operational footprint.
Independence and Governance (10 minutes). This final substantive segment is designed to surface any potential conflicts of interest or relationships that could compromise the candidate's independence. The Committee should ask each candidate directly and on the record:
"Do you have any personal, professional, or financial relationship with any shareholder of AGMG that holds more than 3% of outstanding shares?"
This question is critical for external candidates who may have connections to Corvus Peak or other activist shareholders. The candidate should also be asked about his or her view of the appropriate board-management relationship, experience with activist shareholders, and any other relationships with AGMG shareholders, directors, employees, or other stakeholders that should be disclosed. Responses to this segment should be documented with particular care and compared against the findings of the conflict-of-interest screen conducted during the long-list phase.
C. Candidate Materials
Materials to Be Provided to Candidates. Prior to each interview, the candidate should receive a package of materials including:
(a) A confidentiality and non-disclosure agreement, prepared by Calderwood & Harkness, which must be executed by the candidate before the interview proceeds;
(b) A position specification document prepared by Hargrove Tate, describing the role, the Company's strategic context, and the qualifications sought;
(c) AGMG's most recent annual report (FY 2023, reflecting $4.37 billion in revenue and $812 million in EBITDA), which is publicly available; and
(d) A high-level company overview document, compiled from publicly available information, summarizing AGMG's business segments, organizational structure, geographic footprint, and recent financial performance.
Materials NOT to Be Provided to Candidates. Candidates should not receive — and should not be given access to — any of the following: Board minutes, Special Committee minutes or deliberations, CEO search evaluation materials, activist correspondence (including Corvus Peak demand letters or public letters), privileged legal memoranda (including this memorandum and other Calderwood & Harkness work product), or any other confidential, non-public, or privileged materials. The provision of such materials could compromise the integrity of the search process, waive privilege, and create information asymmetries among candidates.
Materials to Be Submitted by Candidates. Each candidate should be asked to submit, prior to the interview, the following materials:
(a) A current curriculum vitae or resume;
(b) A completed disclosure questionnaire, prepared by Calderwood & Harkness, covering conflicts of interest, material relationships with AGMG stakeholders, pending or prior litigation, regulatory proceedings, and any other matters that could affect the candidate's suitability or independence; and
(c) A signed authorization for background checks and reference checks, permitting Hargrove Tate and its agents to verify employment history, educational credentials, and other representations and to contact professional and personal references.
These materials should be collected by Hargrove Tate and transmitted to the Special Committee through the Corporate Secretary. They form part of the privileged search record and should be maintained accordingly.
D. Evaluation Forms
Immediately following each interview and debrief session, each member of the Special Committee should independently complete a written evaluation form for the candidate. The evaluation form should score the candidate on each of the seven criteria from the standardized rubric — strategic fit, operational capability, leadership and culture, industry expertise, financial acumen, independence and governance profile, and stakeholder management — using the weighted percentage framework described in Section IV, Step 2. Each criterion should be scored on a numerical scale (Calderwood & Harkness recommends a 1–5 scale), and the form should include space for qualitative comments explaining the numerical score.
Completed forms should be collected by the Corporate Secretary and maintained as part of the privileged search record. Forms must be completed independently — Committee members should not compare scores, share written evaluations, or discuss their individual assessments until the collective deliberation stage (Step 7). This independence is essential to the integrity of the process and to the evidentiary value of the evaluation forms in any future challenge.
VI. Role of Hargrove Tate Partners LLC
A. Scope of Engagement
Hargrove Tate Partners LLC has been retained as the independent executive search advisor to the Special Committee. It is important that the Committee and Hargrove Tate maintain a clear understanding of the scope of this engagement. Hargrove Tate's role is to identify, screen, and present candidates — not to advocate for any particular candidate or outcome. The search firm is an advisor and service provider, not a decision-maker. The ultimate decision regarding the selection of the CEO rests solely with the Special Committee and the Board.
Christine Aldridge serves as the Lead Partner on the Hargrove Tate engagement and is the primary point of contact. All communications between the Company and Hargrove Tate regarding the CEO search should be channeled through the Special Committee Chair (Tobias Kessler) or, for logistical matters, through Nadine Khalil in her capacity as Corporate Secretary. Individual Board members, members of management, and other Company personnel should not communicate directly with Hargrove Tate regarding the search except as authorized by the Committee.
The services to be provided by Hargrove Tate include:
(a) Conducting a comprehensive market scan and developing a long list of qualified candidates;
(b) Preparing detailed background dossiers on each long-list candidate;
(c) Conducting reference checks — both professional and personal — on finalists;
(d) Providing compensation benchmarking support in coordination with Brackenridge Howard Associates Inc.;
(e) Providing logistical support for the interview process, including scheduling, venue arrangements, and candidate communications; and
(f) Serving as a confidential intermediary in initial outreach to potential candidates.
B. Independence of Hargrove Tate
The independence of the executive search firm is a critical element of the process. The Special Committee should confirm, through formal inquiry and documentation, that Hargrove Tate has no material business relationship with any candidate under consideration, with Corvus Peak Capital Partners LP or any of its affiliates, or with any entity controlled by or associated with Damien Solberg or Erin Nakamura. If any such relationship exists, it must be disclosed to the Special Committee and to Calderwood & Harkness immediately.
In addition, Hargrove Tate should not communicate with candidates regarding the Committee's deliberations, preliminary views, ranking of candidates, or the competitive dynamics of the search. Candidates should interact with Hargrove Tate only for logistical purposes and for the exchange of information required by the process (e.g., submission of disclosure questionnaires and background check authorizations). Any candidate inquiries about the Committee's views or process timeline should be redirected to the Committee Chair through Hargrove Tate.
C. Fee Structure and Incentives
The fee arrangement for the Hargrove Tate engagement is structured as follows:
Calderwood & Harkness notes that this fee structure is conventional for executive search engagements at the CEO level and appropriately aligns Hargrove Tate's financial incentive with the completion of the process. However, the Special Committee should be mindful that a completion-based fee structure can, in some circumstances, create pressure on the search firm to recommend a candidate — or to recommend a candidate prematurely — in order to earn the final installment. The Committee should ensure that Hargrove Tate understands that the Committee values the quality and integrity of the process over speed, and that the Committee retains the right to extend the search timeline or to terminate the engagement at any time.
In the event the engagement is terminated before a placement is completed, unpaid installments are not owed. If the engagement is terminated after delivery of the candidate slate but before a placement, only the first two installments are owed. These provisions are set forth in the engagement letter between AGMG and Hargrove Tate dated March 15, 2024, a copy of which is maintained in the Corporate Secretary's files.
D. Interaction with Ashworth Velmoran
Pursuant to the coordination protocol established by letter dated March 19, 2024, Ashworth Velmoran LLP (Martin Cho) continues to serve as standing outside counsel to AGMG management on general corporate matters. However, all CEO search-related legal advice is the province of Calderwood & Harkness. Ashworth Velmoran should not be in

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