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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

787 Seventh Avenue, New York, NY 10019 25 Bishopsgate, London EC2N 3AR, United Kingdom

MEMORANDUM

TO: Board of Directors, Aurelius Global Media Group PLC Special Committee: Tobias Kessler (Chair), Lucinda Farrow-Grant, Dr. Anwen Llewellyn

FROM: Nathaniel Bower, Responsible Partner; Colette Whitman, Billing Partner; Audrey Zhou, Lead Associate

DATE: April 26, 2024

RE: Confidentiality and Information Barrier Protocols — Strategic Alternatives Review and CEO Succession Process

Matter No.: 1017-00002

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I. Executive Summary and Purpose

This memorandum sets forth recommended formal information barrier ("wall") procedures to manage the flow of material nonpublic information ("MNPI") between two concurrent Board-level workstreams at Aurelius Global Media Group PLC ("AGMG" or the "Company"): (1) the strategic alternatives review being conducted in coordination with Stonebridge Crane & Co. (the "Financial Advisor"), engaged by the Board on April 22, 2024 (the "Strategic Alternatives Review"), and (2) the CEO succession process overseen by the Special Committee of the Board with the assistance of Hargrove Tate Partners LLC (the "Search Firm"), retained on March 15, 2024 (the "CEO Succession Process"). Both workstreams generate significant volumes of highly sensitive information that, if improperly shared between the two tracks, could compromise the integrity of each process, expose the Company and its directors to liability, and undermine the Board's fiduciary position.

The need for these protocols arises principally from the risk that premature disclosure of potential change-of-control or strategic transaction discussions to CEO candidates — both the internal candidate, Priya Nair-Whitfield (Interim CEO and Chief Operating Officer), and external candidates including Jonathan Hale (former CEO of Meridian Studios International Inc.) — could compromise the integrity of both workstreams. CEO candidates who become aware of potential strategic transactions may be influenced in their negotiations regarding compensation, employment terms, or willingness to accept the role. Conversely, knowledge of the specifics of the CEO succession process, including the identities and evaluations of candidates, could influence the strategic alternatives analysis or create asymmetries among potential transaction counterparties.

These risks are further heightened by additional context: the Company is simultaneously responding to an activist proxy campaign by Corvus Peak Capital Partners LP ("Corvus Peak"), which holds 8.7% of the Company's outstanding common stock and has nominated three directors for election at the June 7, 2024 Annual General Meeting. The activist campaign creates a third vector of information sensitivity that intersects with both the Strategic Alternatives Review and the CEO Succession Process in ways that demand careful management.

AGMG is a Delaware-incorporated, dual-listed public company (NYSE: AGMG; LSE: AGMG.L), with approximately $8.65 billion in market capitalization as of the date of this memorandum and $4.37 billion in consolidated revenue for fiscal year 2023. The stakes of both workstreams — individually and collectively — are significant, and the potential consequences of an information barrier breach are commensurately severe, encompassing regulatory enforcement action, shareholder litigation, and reputational harm.

These protocols are designed to achieve the following objectives:

• Protect the Board's fiduciary position under Delaware law, by ensuring that directors fulfill their duties of care and loyalty in overseeing both workstreams and that information generated in one workstream is not used inappropriately in the other;

• Preserve the attorney-client privilege and work product protections applicable to communications and analyses generated in connection with both workstreams, including by preventing commingling of privileged materials that could create a risk of privilege waiver;

• Ensure compliance with securities law obligations, including SEC Regulation FD (prohibiting selective disclosure of MNPI), Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 (prohibiting insider trading and tipping), and the FCA Disclosure Guidance and Transparency Rules and Market Abuse Regulation applicable to the Company's London Stock Exchange listing; and

• Maintain the integrity and independence of each workstream, so that the CEO succession decision is made on its merits and the strategic alternatives analysis proceeds without distortion from succession-related considerations, or vice versa.

We recommend that the Board adopt these protocols by formal resolution no later than April 30, 2024, and that all relevant personnel execute the acknowledgment forms attached hereto as Exhibit A.

II. Background

A. The CEO Succession Process

Marcus Vane resigned as Chief Executive Officer of the Company effective March 8, 2024. His departure followed a period of mounting shareholder dissatisfaction with the Company's operational performance, particularly the underperformance of the Luminos streaming platform relative to subscriber growth projections communicated to the market in the Company's fiscal year 2022 investor day. The Board accepted Mr. Vane's resignation at a special meeting on March 8 and designated Priya Nair-Whitfield, the Company's Chief Operating Officer, as Interim CEO effective immediately, pending completion of a formal CEO succession process.

On March 15, 2024, the Nominating and Governance Committee of the Board retained Hargrove Tate Partners LLC (lead partner: Christine Aldridge) to conduct a comprehensive CEO search. The engagement terms provide for a fee of $750,000, payable in three equal installments of $250,000 each. The first installment was paid upon execution of the engagement letter. Ms. Aldridge and her team have since conducted an extensive market mapping exercise, developed candidate profiles, and facilitated the initial interview process.

On March 18, 2024, the Board formed the Special Committee, consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, each of whom is an independent, non-executive director. The Special Committee charter grants the Committee sole authority over the CEO succession process and the Company's response to the activist proxy campaign by Corvus Peak. The Committee's mandate is broad and encompasses candidate identification, evaluation, and selection, as well as the negotiation of employment terms for the incoming permanent CEO.

The internal candidate for the permanent CEO position is Priya Nair-Whitfield, the Company's Chief Operating Officer, who has served in various leadership roles at AGMG for twelve years. Ms. Nair-Whitfield is credited with the conception and launch of the Luminos streaming platform in 2019, which — notwithstanding recent subscriber growth shortfalls — remains the Company's most strategically significant digital asset and represented the largest single contributor to the Streaming & Digital Content segment's $1.84 billion in FY 2023 revenue. Ms. Nair-Whitfield's candidacy is supported by several members of the pre-reconstitution Board, including Dame Isolde Greenvale, Lucinda Farrow-Grant, Sir Alistair Pemberton, and Director Mariana Delgado-Ríos — constituting four of the ten current voting directors.

The Special Committee conducted first-round interviews with five external candidates on April 18, 2024. Among the external candidates, the most prominent is Jonathan Hale, former Chief Executive Officer of Meridian Studios International Inc., where he served from 2014 to 2022. During his tenure at Meridian, Mr. Hale oversaw the $3.1 billion acquisition of Meridian by Zenith Consolidated Entertainment Corp., a transaction widely regarded in the media industry as a benchmark for content studio valuations. Mr. Hale is considered a strong external candidate, and his experience in navigating a change-of-control transaction at Meridian is viewed by certain Board members as particularly relevant given the current environment. However, Mr. Hale has a known pre-existing relationship with Damien Solberg, the Founding Partner and Chief Investment Officer of Corvus Peak, arising from their shared service on the board of directors of Keystone Digital Ventures Ltd. This relationship presents a specific information barrier concern that is addressed in detail in Section IV.D below.

Support for Mr. Hale's candidacy among the pre-reconstitution Board is held by Tobias Kessler, Director Kwame Osei, and Dr. Anwen Llewellyn — three of the ten current voting directors. Director Garrett Voss, who also serves as the Company's Chief Financial Officer, has remained neutral on the CEO succession question. The remaining directors have not yet expressed firm preferences.

The CEO search is ongoing and is generating highly sensitive candidate evaluation materials — including interview assessments, background investigation reports, reference check memoranda, and compensation benchmarking analyses — all of which are subject to attorney-client privilege and work product protection to the extent they have been prepared in connection with legal advice provided by this firm.

B. The Strategic Alternatives Review

On April 22, 2024, the full Board of Directors engaged Stonebridge Crane & Co. (lead banker: Anil Kapoor-Mehta, Managing Director, Financial Advisory Group) to evaluate strategic alternatives available to the Company. The engagement of the Financial Advisor was authorized as a defensive measure in response to the Corvus Peak proxy contest, which has publicly criticized the Company's capital allocation strategy, management performance, and board composition. The Board determined, upon advice of counsel, that a thorough evaluation of strategic alternatives is both a prudent exercise of the Board's fiduciary duties and a potentially meaningful element of the Company's proxy contest defense narrative.

The engagement terms with Stonebridge Crane provide for a monthly retainer of $250,000 and a transaction fee of 0.25% of enterprise value in the event that a change-of-control transaction is consummated as a result of the advisory engagement. Stonebridge Crane has delivered its initial conflict clearance and has commenced preliminary work on the Company's financial profile and market positioning.

The scope of the Strategic Alternatives Review is broad and may encompass any or all of the following:

• Sale of the Company as a whole in a negotiated transaction or through a competitive auction process;

• Sale of one or more business segments, including the Streaming & Digital Content segment (approximately 42% of FY 2023 revenue), the Live Entertainment & Events segment (approximately 24% of revenue), the E-Commerce & Merchandising segment (approximately 19% of revenue), or the Advertising & Brand Partnerships segment (approximately 15% of revenue);

• Joint ventures or strategic partnerships involving one or more business segments, including potential co-investment structures with financial sponsors;

• Recapitalization transactions, including leveraged recapitalizations, Dutch tender offers, or special dividend distributions designed to return capital to shareholders and reduce the attractiveness of an activist campaign; and

• Other strategic transactions that may be identified during the course of the review.

Any strategic alternative that implicates a change of control of the Company would trigger the enhanced scrutiny standard articulated by the Delaware Supreme Court in Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986), and its progeny, requiring the Board to act reasonably to seek the best price reasonably available for the Company's stockholders. The Board's ability to satisfy this standard depends in significant part on maintaining the confidentiality and integrity of the strategic alternatives process.

The Strategic Alternatives Review involves contact with potential acquirers and financial sponsors, generation of confidential financial projections and management presentations, receipt of preliminary indications of interest, execution of confidentiality agreements with potential transaction counterparties, and preparation of valuation analyses by the Financial Advisor — all of which constitute material nonpublic information of the highest sensitivity. Premature disclosure of any of this information could cause significant harm to the Company, its shareholders, and the strategic process itself.

C. The Activist Campaign

Corvus Peak Capital Partners LP, an activist investment fund managed by Founding Partner and Chief Investment Officer Damien Solberg and Portfolio Manager Erin Nakamura (who leads the AGMG-specific campaign), holds approximately 8.7% of the Company's outstanding common shares. Based on publicly available information, Corvus Peak's position consists of approximately 35,896,200 shares acquired at an estimated average cost basis of $20.97 per share, representing a total investment of approximately $752.8 million.

On February 28, 2024, Corvus Peak delivered a letter to the Board criticizing the Company's strategic direction, capital allocation, and corporate governance. On March 5, 2024, Corvus Peak filed a preliminary proxy statement with the SEC nominating three director candidates — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — for election at the Company's June 7, 2024 Annual General Meeting. Corvus Peak's definitive proxy statement was filed on March 29, 2024.

Corvus Peak is represented in the proxy contest by Blackthorn Howell & Crane LLP (lead partner: Dominic Sayer) as legal counsel and Falconer Strauss LLC (lead: Derek Huang) as proxy solicitor. The activist's public communications have emphasized the need for board refreshment, a review of the Company's portfolio of businesses (with particular criticism directed at the Live Entertainment & Events segment), and the appointment of a CEO with experience in content studio transactions — a message that many observers have interpreted as an implicit endorsement of Jonathan Hale's candidacy.

For its part, AGMG management has engaged Citrine Advisory Group Inc. (lead: Sandra Eriksson) for proxy defense and investor relations support. The Company's standing outside counsel, Ashworth Velmoran LLP (lead partner: Martin Cho), continues to advise the Company on corporate governance and securities law matters in the ordinary course, and is coordinating with Calderwood & Harkness on various aspects of the activist response.

The overlap between the activist campaign, the CEO Succession Process, and the Strategic Alternatives Review creates acute information sensitivity. Corvus Peak — as a significant shareholder with a public platform and access to sophisticated legal and financial advisors — has both the incentive and the capacity to exploit any information leaks that may occur. The relationship between Damien Solberg and external CEO candidate Jonathan Hale, noted above, creates an additional channel of concern. Moreover, if Corvus Peak's director nominees are elected at the June 7 Annual General Meeting, new directors with ties to Corvus Peak will gain access to Board-level information, necessitating a reassessment of the information barrier protocols at that time. These dynamics are addressed further in Section IV.E and Section VII below.

III. Legal Framework for Information Barriers

A. Fiduciary Duties Under Delaware Law

Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and its stockholders. The duty of care requires that directors inform themselves of all material information reasonably available before making a business decision and act with the care that a reasonably prudent person in a similar position would use under similar circumstances. The duty of loyalty requires that directors act in the best interests of the corporation and its stockholders, refrain from self-dealing, and avoid conflicts of interest that could compromise their independent judgment.

In the context of simultaneous strategic and succession processes, the fiduciary framework imposes several specific obligations relevant to these information barrier protocols:

First, directors must ensure that information generated in one workstream is not used inappropriately in the other, particularly where CEO candidates have personal financial interests in the outcome of a strategic transaction. For example, a change-of-control transaction could trigger enhanced severance payments, accelerated equity vesting, or transaction-specific bonuses for a newly appointed CEO, depending on the terms of the CEO's employment agreement. A CEO candidate who is aware of the potential for such a transaction may negotiate different compensation terms than a candidate who is not so aware, creating an asymmetry that could ultimately be challenged by stockholders as inconsistent with the Board's duty to manage compensation in the best interests of the corporation.

Second, the Special Committee charter grants the Committee sole authority over the CEO succession process, while the Strategic Alternatives Review is being overseen by the full Board through its engagement of Stonebridge Crane. These protocols must ensure that the boundaries of authority between these two mandates are respected and that neither workstream is influenced by considerations properly belonging to the other. The Special Committee's evaluation of CEO candidates should be based on the candidates' qualifications, experience, and fitness for the role — not on their potential willingness to support or oppose a particular strategic transaction. Similarly, the full Board's evaluation of strategic alternatives should be based on the merits of available transactions — not on the preferences or interests of any particular CEO candidate.

Third, to the extent the Strategic Alternatives Review was initiated as a defensive measure in response to the Corvus Peak proxy contest, the Board's actions are subject to the enhanced scrutiny standard articulated in Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985). Under Unocal, the Board must demonstrate that (i) it had reasonable grounds for believing that a danger to corporate policy and effectiveness existed, and (ii) the defensive measure adopted was reasonable in relation to the threat posed. The implementation of robust information barrier protocols supports the Board's position under Unocal by demonstrating that the strategic alternatives process is being conducted with appropriate safeguards and is not being used as a mechanism to entrench management or circumvent the activist's legitimate governance objectives. Furthermore, should the Strategic Alternatives Review culminate in a change-of-control transaction, the Board's duties will shift to the Revlon standard, requiring the Board to seek the best price reasonably available for stockholders. Maintaining the confidentiality and integrity of the strategic process is essential to satisfying this obligation.

The business judgment rule will ordinarily protect Board decisions that are made on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the Company. The adoption and diligent enforcement of information barrier protocols is itself an exercise of business judgment that will be viewed favorably by a reviewing court as evidence of the Board's process-oriented approach to managing complex, overlapping fiduciary obligations.

B. Securities Law Considerations

The information barrier protocols recommended in this memorandum are also informed by the securities law obligations applicable to the Company and its directors, officers, and advisors.

SEC Regulation FD. Regulation FD, promulgated under the Securities Act of 1933 and the Securities Exchange Act of 1934, prohibits the selective disclosure of material nonpublic information by an issuer or its agents to securities market professionals (including broker-dealers, investment advisers, and institutional investment managers) and to shareholders who may reasonably be expected to trade on the information. Both the Strategic Alternatives Review and the CEO Succession Process generate information that may constitute MNPI under Regulation FD. Strategic alternatives information — including the existence of discussions with potential acquirers, the terms of preliminary indications of interest, and the Financial Advisor's valuation analyses — is plainly material. CEO succession information, depending on the circumstances, may also be material to the extent that the identity of the incoming CEO could reasonably be expected to affect the market price of the Company's securities. While Regulation FD includes an exception for communications made to persons who expressly agree to maintain the information in confidence, the protocols recommended herein are designed to minimize the risk of selective disclosure by limiting the number of persons with access to MNPI and documenting the confidentiality obligations of each such person.

Insider Trading Restrictions. Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder prohibit any person from trading in a security while in possession of material nonpublic information concerning the issuer, or from communicating ("tipping") such information to another person who may trade on it. Any director, officer, employee, or advisor with access to strategic alternatives MNPI is a potential insider for purposes of these provisions, and any trading by such persons — or by persons to whom they have communicated MNPI — could give rise to civil and criminal liability under federal securities law. The penalties for insider trading violations include disgorgement of profits, civil fines of up to three times the profit gained or loss avoided, and criminal penalties of up to twenty years' imprisonment and $5 million in fines for individuals under the Insider Trading Sanctions Act of 1984 and the Insider Trading and Securities Fraud Enforcement Act of 1988.

FCA Disclosure Guidance and Transparency Rules. AGMG's shares are admitted to the premium segment of the Official List of the Financial Conduct Authority ("FCA") and traded on the Main Market of the London Stock Exchange (ticker: AGMG.L). As a consequence, the Company is subject to the FCA's Disclosure Guidance and Transparency Rules ("DTR"), which impose obligations regarding the identification, handling, and disclosure of inside information. DTR 2.2.1R requires an issuer to notify the market as soon as possible of inside information that directly concerns the issuer, subject to the ability to delay disclosure under DTR 2.5.1R where certain conditions are met (including that the delay is not likely to mislead the public, the issuer is able to ensure the confidentiality of the information, and the issuer has a legitimate interest in delaying disclosure). The information barrier protocols recommended herein are an essential component of the Company's ability to satisfy the confidentiality condition for delayed disclosure under DTR 2.5.1R.

Market Abuse Regulation. Although the United Kingdom's departure from the European Union resulted in the adoption of a standalone UK Market Abuse Regulation ("UK MAR"), the substantive provisions remain substantially aligned with the EU MAR framework. Under UK MAR, the Company is prohibited from engaging in or facilitating market manipulation and insider dealing, and is required to maintain insider lists of persons who have access to inside information. The insider lists maintained pursuant to these information barrier protocols will serve the dual purpose of satisfying UK MAR requirements and supporting the Company's ability to demonstrate compliance with its DTR obligations.

C. Privilege Preservation

A critical objective of these information barrier protocols is the preservation of the attorney-client privilege and work product doctrine as applied to communications and analyses generated in connection with both workstreams.

The attorney-client privilege protects confidential communications between a client and its attorney made for the purpose of obtaining or providing legal advice. The work product doctrine, codified in Federal Rule of Civil Procedure 26(b)(3) and its state-law equivalents, protects documents and tangible things prepared in anticipation of litigation or for trial by or for a party or its representative. Both protections are applicable to the materials generated in the CEO Succession Process and the Strategic Alternatives Review, to the extent such materials reflect or embody legal advice provided by Calderwood & Harkness or other counsel.

The commingling of privileged materials from the two workstreams presents a risk of privilege waiver. If materials from the Strategic Alternatives Review are shared with CEO candidates or the Search Firm in an uncontrolled manner, the privilege applicable to those materials could be deemed waived — not only as to the specific materials disclosed, but potentially as to the broader subject matter of the strategic alternatives analysis, under the subject matter waiver doctrine recognized by many courts. Similarly, if CEO succession materials are shared with the Financial Advisor or potential transaction counterparties, the privilege applicable to those materials could be compromised.

This concern is not merely theoretical. On March 22, 2024, Corvus Peak served a demand under Section 220 of the Delaware General Corporation Law for inspection of the Company's books and records, seeking, among other things, materials related to the CEO search committee's deliberations. The Company has withheld certain responsive documents on the basis of attorney-client privilege and work product protection. The integrity of this privilege assertion depends on the Company's ability to demonstrate that the privileged materials were maintained in confidence and were not disseminated beyond the scope of the privileged relationship. The information barrier protocols recommended herein reinforce the Company's privilege position by ensuring that CEO succession materials and strategic alternatives materials are maintained in separate, access-restricted repositories with clearly documented confidentiality controls.

IV. Recommended Information Barrier Protocols

A. Designation of Personnel and Advisors by Workstream

The foundation of any effective information barrier is the clear designation of personnel authorized to access information within each workstream. The following designations are recommended:

1. CEO Succession Workstream ("Over the Wall" Personnel). The following individuals and entities are authorized to access MNPI and other confidential information generated in connection with the CEO Succession Process:

• Special Committee Members: Tobias Kessler (Chair), Lucinda Farrow-Grant, Dr. Anwen Llewellyn. As members of the Special Committee with sole authority over the CEO succession, these directors are the primary recipients of CEO succession MNPI.

• Executive Search Firm: Hargrove Tate Partners LLC (lead partner: Christine Aldridge). The Search Firm is authorized to access and generate CEO succession materials in the ordinary course of its engagement, including candidate identification reports, market mapping analyses, interview schedules, and candidate evaluation summaries.

• Compensation Consultant: Brackenridge Howard Associates Inc. (lead consultant: Miriam Estabrook). Brackenridge Howard has been retained to advise the Special Committee on CEO compensation benchmarking, including the design of base salary, annual bonus, long-term incentive compensation, and change-of-control and severance provisions for the incoming permanent CEO. Brackenridge Howard is authorized to access CEO succession materials to the extent necessary to fulfill its compensation advisory mandate.

• Calderwood & Harkness LLP: Nathaniel Bower (Responsible Partner) and Audrey Zhou (Lead Associate) are designated as primary contacts for the CEO Succession Workstream. Colette Whitman (Billing Partner) and Brendan Walsh (Associate) may access CEO succession materials as needed, subject to clearance by Mr. Bower.

• General Counsel: Nadine Khalil (General Counsel and Corporate Secretary) serves as the information coordinator between the two workstreams. In this capacity, Ms. Khalil has access to CEO succession materials and is responsible for ensuring that appropriate confidentiality controls are maintained. However, Ms. Khalil is expressly prohibited from disclosing strategic alternatives MNPI to CEO candidates or the Search Firm without the express authorization of the Board or the Special Committee, as applicable.

2. Strategic Alternatives Workstream ("Over the Wall" Personnel). The following individuals and entities are authorized to access MNPI and other confidential information generated in connection with the Strategic Alternatives Review:

• Full Board of Directors: All members of the Board of Directors are authorized to receive strategic alternatives information in their capacity as Board members. This includes the three members of the Special Committee (Kessler, Farrow-Grant, and Llewellyn), who will therefore have access to both workstreams. The management of this dual access is addressed in Section IV.B.2 below.

• Financial Advisor: Stonebridge Crane & Co. (lead banker: Anil Kapoor-Mehta, Managing Director, Financial Advisory Group). The Financial Advisor is authorized to access and generate strategic alternatives materials in the ordinary course of its engagement, including financial models, valuation analyses, market comparables, preliminary indications of interest, and transaction structure analyses.

• Calderwood & Harkness LLP: Nathaniel Bower (Responsible Partner) and Colette Whitman (Billing Partner) are designated as primary contacts for the Strategic Alternatives Workstream. Audrey Zhou (Lead Associate) and Brendan Walsh (Associate) may access strategic alternatives materials as needed, subject to clearance by Mr. Bower or Ms. Whitman.

• Standing Outside Counsel: Ashworth Velmoran LLP (lead partner: Martin Cho). As the Company's standing outside counsel, Ashworth Velmoran coordinates on transactional matters and provides corporate governance advice. Mr. Cho and members of his team designated by him are authorized to access strategic alternatives materials in the ordinary course of their advisory role.

• General Counsel: Nadine Khalil receives strategic alternatives information in her capacity as General Counsel and Corporate Secretary. She serves as the primary internal point of contact for coordinating between the Company's management team and its external advisors on strategic alternatives matters.

• Independent Auditor: Glenmore & Partners LLP (lead engagement partner: Keith Redmond). The Company's independent auditor may receive certain financial information in connection with due diligence, financial projections review, or accounting diligence related to potential strategic transactions. Access will be limited to information necessary for Glenmore & Partners to fulfill its professional obligations and will be subject to the firm's own confidentiality and independence protocols.

3. Persons Restricted from Strategic Alternatives Information. The following individuals and entities are expressly restricted from receiving strategic alternatives MNPI unless and until the Board determines that disclosure is necessary and appropriate, subject to the execution of appropriate confidentiality agreements and the procedures set forth in this memorandum:

• CEO Candidates (Internal and External). All CEO candidates — including Priya Nair-Whitfield (internal) and Jonathan Hale and all other external candidates — are restricted from receiving strategic alternatives MNPI. The rationale for this restriction is that disclosure of strategic alternatives information to CEO candidates could (i) distort the CEO selection process by introducing considerations unrelated to the candidates' qualifications, (ii) create conflicts of interest for candidates who may have financial interests in the outcome of a strategic transaction, and (iii) create an unacceptable risk of further dissemination of MNPI to persons outside the Company's control. Specific protocols for Ms. Nair-Whitfield, whose dual role as Interim CEO requires special treatment, are set forth in Section IV.C below.

• Hargrove Tate Partners LLC and Brackenridge Howard Associates Inc. The Search Firm and the compensation consultant retained in connection with the CEO Succession Process are restricted from receiving strategic alternatives MNPI. Their mandates are limited to the CEO succession, and they have no need for strategic alternatives information to fulfill their engagements.

• Proxy Solicitors. Citrine Advisory Group Inc. (lead: Sandra Eriksson) is restricted from receiving strategic alternatives MNPI. While Citrine is advising the Company on its proxy defense strategy, the substance of specific strategic alternatives under consideration is not necessary for the proxy solicitor's work and must be maintained in strict confidence.

B. Physical and Electronic Information Barriers

1. Document Management. Effective information barriers require rigorous document management protocols to ensure that materials from the two workstreams are not commingled, inadvertently disclosed, or accessible to unauthorized personnel. The following measures are recommended:

All strategic alternatives materials — including, without limitation, financial models prepared by Stonebridge Crane, preliminary indications of interest received from potential acquirers or financial sponsors, confidentiality agreements executed with potential transaction counterparties, Board presentations prepared by the Financial Advisor, internal Company financial projections prepared for strategic alternatives purposes, and all related correspondence — shall be maintained in a separate, access-restricted electronic workspace. This workspace (the "Strategic Alternatives Data Room") shall be hosted on the Company's existing secure virtual data room platform and shall be configured with access controls limiting access to the authorized personnel listed in Section IV.A.2 above. Access credentials shall be individual (no shared passwords), and access logs shall be maintained and reviewed by Nadine Khalil on a weekly basis.

All CEO succession materials — including, without limitation, candidate evaluation reports prepared by Hargrove Tate Partners, interview notes and assessments prepared by Special Committee members, compensation benchmarking analyses prepared by Brackenridge Howard Associates, background investigation reports, reference check memoranda, and all related correspondence — shall be maintained in a separate, access-restricted electronic workspace (the "CEO Succession Data Room"), similarly hosted on the Company's secure virtual data room platform with access limited to authorized personnel listed in Section IV.A.1 above.

With respect to physical documents, Nadine Khalil's office at the Company's principal executive offices shall serve as the physical repository for printed materials from both workstreams. Documents from each workstream shall be stored in separate, clearly labeled filing cabinets or storage containers, with the Strategic Alternatives materials in a locked cabinet labeled "STRATEGIC ALTERNATIVES — RESTRICTED ACCESS" and the CEO Succession materials in a separate locked cabinet labeled "CEO SUCCESSION — RESTRICTED ACCESS." Access to each cabinet shall be limited to Ms. Khalil and such other persons as she may authorize consistent with the personnel designations set forth in Section IV.A above.

All documents in both workstreams shall be marked with appropriate confidentiality legends. Each document shall bear the legend "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION" to the extent that the document reflects or embodies legal advice. In addition, strategic alternatives documents shall bear the legend "STRATEGIC ALTERNATIVES — RESTRICTED ACCESS," and CEO succession documents shall bear the legend "CEO SUCCESSION — RESTRICTED ACCESS." These legends shall be applied to all documents at the time of creation or, in the case of documents received from external parties, at the time of receipt.

2. Electronic Communications. Separate email distribution lists shall be established for each workstream. The Strategic Alternatives distribution list shall include only those persons authorized to receive strategic alternatives MNPI, and the CEO Succession distribution list shall include only those persons authorized to receive CEO succession information. No cross-posting of workstream-specific communications shall be permitted. Emails relating to a specific workstream shall use a subject line prefix identifying the workstream (e.g., "[STRATEGIC ALTERNATIVES]" or "[CEO SUCCESSION]") to facilitate identification and segregation.

Board members who serve on the Special Committee — namely, Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — will necessarily have access to both workstreams in their dual capacities as Board members (with access to strategic alternatives information) and Special Committee members (with authority over the CEO succession). These three directors must exercise particular care not to share strategic alternatives MNPI with CEO candidates or the Search Firm, whether in the context of candidate interviews, Special Committee deliberations, or informal communications. Each of these directors should be individually briefed on this obligation, as set forth in the implementation steps in Section VIII below.

Calderwood & Harkness shall maintain separate matter sub-files within matter number 1017-00002 for each workstream. All time entries, correspondence, memoranda, and work product shall be assigned to the appropriate sub-file. This segregation will support the preservation of privilege by documenting the distinct nature of the legal advice provided in connection with each workstream.

3. Meeting Protocols. Board meetings addressing strategic alternatives shall be convened separately from Special Committee meetings addressing CEO succession. To the greatest extent practicable, these meetings should be scheduled on different dates to minimize the risk of inadvertent information sharing during the course of a single day's proceedings.

Where scheduling constraints require that both topics be addressed at the same Board meeting, the agenda shall be bifurcated into separate sessions. The strategic alternatives session shall be conducted first, followed by the CEO succession session (or vice versa, as circumstances warrant). Minutes shall be recorded separately for each session, with each set of minutes maintained in the appropriate workstream data room. A recommended template for bifurcated Board meeting agendas is attached as Exhibit C.

Priya Nair-Whitfield shall recuse herself from Board sessions discussing strategic alternatives to the extent that her candidacy for the permanent CEO role creates a conflict of interest. In her capacity as Interim CEO, Ms. Nair-Whitfield may attend Board sessions addressing operational matters — including routine financial reporting, operational performance reviews, and matters requiring CEO-level input — but she must be excused before the Board commences discussion of transaction-specific MNPI, including the identities of potential acquirers or financial sponsors, preliminary indications of interest, valuation ranges, transaction structure options, and counterparty negotiations. The transition point in the meeting at which Ms. Nair-Whitfield is to be excused should be clearly identified on the agenda and noted in the minutes.

Garrett Voss, the Company's Chief Financial Officer, may participate in strategic alternatives discussions in his executive capacity, as his involvement is necessary for the preparation of financial projections, management presentations, and due diligence materials that the Financial Advisor will require. However, Mr. Voss must be instructed — and must acknowledge in writing — that he is not to share strategic alternatives MNPI with Ms. Nair-Whitfield, any CEO candidate, or any person not authorized to receive such information under these protocols.

C. Special Protocols for Priya Nair-Whitfield (Interim CEO)

Priya Nair-Whitfield occupies a unique dual role that requires specially tailored protocols. She is simultaneously a member of the Board of Directors, the Interim Chief Executive Officer with operational responsibility for the day-to-day management of the Company, and an internal candidate for the permanent CEO position. Each of these roles carries distinct information access requirements, and the challenge is to ensure that Ms. Nair-Whitfield can fulfill her operational responsibilities without being exposed to strategic alternatives MNPI that could compromise her candidacy evaluation or create conflicts of interest.

As Interim CEO, Ms. Nair-Whitfield requires access to Company financial data, operational plans, headcount and staffing information, and certain strategic information to perform her duties effectively. The Company cannot function if the Interim CEO is deprived of the operational information she needs to manage the business. Accordingly, operational financial information — including segment-level budget forecasts, quarterly and annual performance metrics, headcount plans, capital expenditure budgets, and similar information generated in the ordinary course of business operations — may continue to be shared with Ms. Nair-Whitfield without restriction.

What must be restricted is change-of-control transaction-specific MNPI generated in connection with the Strategic Alternatives Review. Specifically, Ms. Nair-Whitfield must not receive information regarding:

• The identities of potential acquirers, financial sponsors, or other transaction counterparties with whom the Financial Advisor has made contact or is contemplating making contact;

• The terms of any preliminary indications of interest received from potential counterparties;

• Stonebridge Crane's valuation analyses of the Company as a whole or of individual business segments prepared for strategic alternatives purposes (as distinguished from operational valuations prepared in the ordinary course);

• The terms, structure, or pricing of any specific potential transaction under consideration;

• The Board's deliberations regarding the merits of specific strategic alternatives; and

• Any confidentiality agreements executed with potential transaction counterparties, or the terms thereof.

There may arise circumstances in which the Board determines that Ms. Nair-Whitfield must be brought "over the wall" with respect to strategic alternatives information. For example, if a potential acquirer requests a management presentation, the Interim CEO's participation may be necessary for the credibility and effectiveness of the presentation. If such a situation arises, the following procedures should be followed:

1. The Board shall adopt a resolution specifically authorizing the disclosure of identified categories of strategic alternatives information to Ms. Nair-Whitfield, documenting the rationale for the disclosure and the scope of information to be shared.

2. Ms. Nair-Whitfield shall execute an additional written acknowledgment confirming her receipt of strategic alternatives MNPI, her agreement not to trade in AGMG securities, and her understanding of the applicable legal restrictions.

3. Ms. Nair-Whitfield shall be placed on the Company's insider restricted list for strategic alternatives MNPI, and her name shall be added to the insider list maintained under UK MAR.

4. The Special Committee should consider whether Ms. Nair-Whitfield's receipt of strategic alternatives information affects the Committee's evaluation of her candidacy and should document its consideration of this issue.

Independently of whether Ms. Nair-Whitfield is brought over the wall, she should be informed of the existence of information barriers affecting her access to certain Board-level information. This notification should be made in general terms — informing her that the Board has established protocols restricting the flow of certain categories of information and that she may not receive all information available to other Board members — without revealing the substance of the strategic alternatives discussions. Ms. Nair-Whitfield should acknowledge in writing her obligation not to seek or receive strategic alternatives MNPI outside of the channels approved by the Board, and her agreement that any attempt to obtain such information through informal channels would be inconsistent with her fiduciary duties and her obligations under the Company's insider trading policy.

D. Special Protocols for External CEO Candidates

No external CEO candidate, including Jonathan Hale, shall receive any information regarding the Strategic Alternatives Review under any circumstances during the candidacy evaluation period. External candidates, by definition, are not officers or directors of the Company and have no operational need for strategic alternatives information. The disclosure of such information to candidates during the evaluation process would serve no legitimate purpose and would create unacceptable risks, including the risk that a candidate who is not ultimately selected would possess MNPI about the Company that could be used for personal trading or disclosed to third parties.

If the Board ultimately selects a permanent CEO and wishes to discuss the Strategic Alternatives Review with the incoming CEO prior to the public announcement of the appointment, such disclosure should occur only after all of the following conditions are satisfied:

(i) The Board has adopted a resolution specifically authorizing the disclosure of strategic alternatives information to the incoming CEO, documenting the scope of information to be shared;

(ii) The incoming CEO has executed a comprehensive non-disclosure agreement ("NDA") in a form approved by Calderwood & Harkness, including provisions restricting the use and further disclosure of MNPI, imposing trading restrictions, and providing for equitable remedies in the event of a breach; and

(iii) The incoming CEO has been placed on the Company's insider restricted list and has executed the MNPI acknowledgment form attached as Exhibit A.

With respect to Jonathan Hale specifically, the Board should be aware of the heightened risk associated with his candidacy in light of his pre-existing relationship with Damien Solberg, the Founding Partner and Chief Investment Officer of Corvus Peak. Mr. Hale and Mr. Solberg served together on the board of directors of Keystone Digital Ventures Ltd., and the nature and extent of their ongoing relationship is not fully known. Given Corvus Peak's role as an activist shareholder with a significant financial stake in the outcome of the Company's strategic process, any flow of strategic alternatives MNPI from Mr. Hale to Mr. Solberg — whether intentional or inadvertent — could have severe consequences, including potential violations of insider trading laws, Regulation FD, and UK MAR, as well as the compromise of the Company's strategic position in any pending or contemplated transaction.

This concern reinforces the recommendation that Mr. Hale not receive strategic alternatives information under any circumstances during the candidacy evaluation period. If Mr. Hale is ultimately selected as the permanent CEO, the Board should consider requiring, as a condition of his employment, enhanced confidentiality obligations specifically addressing his relationship with Corvus Peak, including a representation that he will not discuss Company business with Mr. Solberg or any other representative of Corvus Peak without the prior written consent of the Board.

E. Interaction with Corvus Peak Proxy Contest

The information barrier protocols must account for the ongoing proxy contest and the various channels through which strategic alternatives MNPI could reach Corvus Peak or its advisors.

Corvus Peak and its advisors — including Blackthorn Howell & Crane LLP (lead partner: Dominic Sayer) and Falconer Strauss LLC (lead: Derek Huang) — must not receive any strategic alternatives MNPI. This prohibition applies regardless of the context in which communication with Corvus Peak or its advisors occurs, including settlement discussions, proxy contest correspondence, or responses to shareholder proposals.

If settlement discussions with Corvus Peak resume — the Board, upon recommendation of the Special Committee, rejected Corvus Peak's May 10 settlement proposal, which included, among other terms, the appointment of two Corvus Peak nominees to the Board and the replacement of the current Interim CEO — any negotiation regarding board composition, governance reforms, or other settlement terms must not involve disclosure of specific strategic alternatives under consideration by the Board. Settlement discussions may reference the Board's ongoing evaluation of strategic options in general terms (e.g., "the Board is conducting a thorough evaluation of all strategic alternatives to maximize shareholder value"), but the identities of potential counterparties, the terms of any preliminary indications of interest, and the substance of the Financial Advisor's analyses must remain confidential. Calderwood & Harkness will participate in or review all settlement communications with Corvus Peak to ensure compliance with this protocol.

The Board may, in its discretion, determine that public disclosure of the existence of the Strategic Alternatives Review process is in the Company's interest as an element of its proxy contest defense. A public announcement that the Board has engaged a financial advisor to evaluate strategic alternatives can serve as a powerful message to shareholders that the Board is proactively seeking to maximize value. However, any such public disclosure must be limited to the existence and general nature of the process and must not include the substance of any specific transaction discussions. Calderwood & Harkness and Ashworth Velmoran should be consulted before any public disclosure of the strategic alternatives process to ensure consistency with SEC Regulation FD and DTR obligations.

Finally, the § 220 books-and-records demand served by Corvus Peak on March 22, 2024, seeking CEO search committee materials, must be considered in the context of these protocols. The Company has withheld certain documents responsive to the demand on the basis of attorney-client privilege and work product protection. The information barrier protocols recommended herein reinforce the privilege protections applicable to the withheld materials by demonstrating that the Company has maintained rigorous confidentiality controls over privileged communications and work product in connection with the CEO succession process. Should Corvus Peak challenge the Company's privilege assertions in a Delaware Court of Chancery proceeding, the existence and enforcement of these protocols will serve as evidence of the Company's good faith efforts to preserve the confidentiality of privileged materials.

V. Trading Restrictions and Insider Trading Prevention

A. Insider Trading Policy Compliance

All persons with access to either workstream — the CEO Succession Process or the Strategic Alternatives Review — are subject to the Company's existing insider trading policy and all applicable securities laws, including Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 and the FCA Market Abuse Regulation.

Persons with access to strategic alternatives MNPI present the most acute insider trading risk, as information regarding potential change-of-control transactions, preliminary indications of interest, and valuation analyses is almost certainly material and, if used as the basis for trading, would constitute a clear violation of the insider trading laws. Accordingly, all persons with access to strategic alternatives MNPI shall be deemed to be in a "restricted" trading window for purposes of the Company's insider trading policy and may not trade in AGMG securities — whether on the New York Stock Exchange (NYSE: AGMG) or the London Stock Exchange (LSE: AGMG.L) — until the relevant strategic alternatives information has been publicly disclosed or has otherwise become stale.

The restricted trading prohibition applies to all forms of trading, including purchases and sales of AGMG common stock, exercises of stock options, sales of shares acquired upon vesting of restricted stock units, and transactions in derivative instruments referencing AGMG securities. The prohibition also applies to trading by family members, household members, and entities controlled by the restricted person.

Nadine Khalil, in her capacity as General Counsel and Corporate Secretary, shall maintain a restricted list of all persons with access to strategic alternatives MNPI (the "Restricted List"). The Restricted List shall be updated promptly as individuals are brought "over the wall" or as access is terminated. A copy of the Restricted List shall be maintained in the Strategic Alternatives Data Room and shall be provided to Calderwood & Harkness for reference.

In addition, the Company is required under UK MAR to maintain an insider list of all persons who have access to inside information relating to the Company. The insider list must include the identity of each insider, the reason for their inclusion on the list, the date on which they obtained access to inside information, and the date on which the list was created or updated. Ms. Khalil shall ensure that the Company's UK MAR insider list is maintained in a form compliant with the technical regulatory standards prescribed by the FCA, and that all persons included on the list are notified of their obligations under UK MAR.

B. Acknowledgment Forms

All persons granted access to strategic alternatives MNPI must execute a written acknowledgment in the form attached as Exhibit A to this memorandum. The acknowledgment shall confirm:

(i) That the signatory has been informed that he or she has received, or may receive, material nonpublic information regarding the Company in connection with the Strategic Alternatives Review;

(ii) That the signatory agrees not to trade, directly or indirectly, in any securities of the Company (including common stock, options, and derivative instruments) while in possession of such MNPI, and for such additional period after the MNPI becomes public as may be required by applicable law or the Company's insider trading policy;

(iii) That the signatory agrees not to disclose MNPI to any person who is not authorized to receive such information under these protocols, whether within or outside the Company;

(iv) That the signatory understands that violations of insider trading and selective disclosure laws may result in civil and criminal liability, including fines, imprisonment, and disgorgement of trading profits; and

(v) That the signatory will promptly notify Nadine Khalil and Nathaniel Bower at Calderwood & Harkness of any actual or suspected breach of these protocols.

Calderwood & Harkness will prepare the template acknowledgment forms and provide them to Nadine Khalil for distribution. Executed acknowledgment forms shall be collected and maintained by Ms. Khalil in a secure file, with copies provided to Calderwood & Harkness.

External advisors — including Stonebridge Crane & Co. and Ashworth Velmoran LLP — shall be required to confirm in writing that their personnel with access to AGMG strategic alternatives MNPI are subject to appropriate internal information barrier and trading compliance procedures at their respective firms. Each external advisor should designate a compliance contact responsible for monitoring adherence to these obligations.

VI. Breach Protocols

The effectiveness of information barrier protocols depends not only on their adoption and communication but also on the existence of clear and well-understood procedures for identifying, reporting, and remediating breaches.

Any suspected or actual breach of the information barriers established under these protocols must be reported immediately to Nadine Khalil (General Counsel and Corporate Secretary) and Nathaniel Bower at Calderwood & Harkness. The reporting obligation applies to all persons subject to these protocols, regardless of the nature or perceived severity of the breach. Prompt reporting is essential to enable the Company to assess the situation and take appropriate remedial action before the breach causes further harm.

Upon notification of a potential breach, an immediate assessment will be conducted under the direction of Nadine Khalil and Calderwood & Harkness to determine:

(i) The nature and scope of the information disclosed. What specific information was shared, and does it constitute MNPI? Was the disclosure intentional or inadvertent?

(ii) The recipient(s) of the disclosed information. To whom was the information disclosed? Is the recipient a person who could reasonably be expected to trade on the information, communicate it to others, or use it for purposes adverse to the Company's interests?

(iii) Whether trading occurred. Did any recipient of the disclosed information trade in AGMG securities after receiving the information? If so, what was the timing and magnitude of the trades?

(iv) Remedial measures required. What steps are necessary to contain the breach, prevent further dissemination of the information, and mitigate the harm caused?

Depending on the severity of the breach, remedial measures may include one or more of the following:

• Notification to regulatory authorities. If the breach involves a violation of SEC Regulation FD, Section 10(b)/Rule 10b-5, or UK MAR, the Company may be required to notify the SEC and/or the FCA. In particular, Regulation FD requires that, in the event of a non-intentional selective disclosure of MNPI, the Company promptly disclose the information publicly (by filing or furnishing a Form 8-K or by other means of public dissemination reasonably designed to provide broad, non-exclusionary distribution of the information). Calderwood & Harkness will advise on the applicable notification obligations in the event of a breach.

• Suspension of the affected workstream. If a breach has compromised the confidentiality of a particular strategic alternatives discussion or CEO succession evaluation, it may be necessary to suspend the affected process pending assessment of the damage and implementation of remedial measures.

• Public disclosure. If the breach results in the dissemination of strategic alternatives MNPI to the market, the Company may need to issue a public announcement to ensure equal access to the information and to comply with its Regulation FD and DTR obligations.

• Recusal of affected directors or personnel. If a director or officer is responsible for a breach, recusal from further participation in the affected workstream — or both workstreams — may be warranted.

• Disciplinary action. Depending on the circumstances, breaches by Company employees may warrant disciplinary action, up to and including termination of employment.

In addition, the Board and the Company's officers should be aware of the D&O insurance considerations implicated by information barrier breaches. The Company's directors and officers liability insurance policy, issued by Helmsley Indemnity Corp. (Policy No. HIC-DOL-2024-009347), provides coverage of $75

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP
787 Seventh Avenue, New York, NY 10019 25 Bishopsgate, London EC2N 3AR, United Kingdom
MEMORANDUM
TO: Board of Directors, Aurelius Global Media Group PLC Special Committee: Tobias Kessler (Chair), Lucinda Farrow-Grant, Dr. Anwen Llewellyn
FROM: Nathaniel Bower, Responsible Partner; Colette Whitman, Billing Partner; Audrey Zhou, Lead Associate
DATE: April 26, 2024
RE: Confidentiality and Information Barrier Protocols — Strategic Alternatives Review and CEO Succession Process
Matter No.: 1017-00002
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I. Executive Summary and Purpose
This memorandum sets forth recommended formal information barrier ("wall") procedures to manage the flow of material nonpublic information ("MNPI") between two concurrent Board-level workstreams at Aurelius Global Media Group PLC ("AGMG" or the "Company"): (1) the strategic alternatives review being conducted in coordination with Stonebridge Crane & Co. (the "Financial Advisor"), engaged by the Board on April 22, 2024 (the "Strategic Alternatives Review"), and (2) the CEO succession process overseen by the Special Committee of the Board with the assistance of Hargrove Tate Partners LLC (the "Search Firm"), retained on March 15, 2024 (the "CEO Succession Process"). Both workstreams generate significant volumes of highly sensitive information that, if improperly shared between the two tracks, could compromise the integrity of each process, expose the Company and its directors to liability, and undermine the Board's fiduciary position.
The need for these protocols arises principally from the risk that premature disclosure of potential change-of-control or strategic transaction discussions to CEO candidates — both the internal candidate, Priya Nair-Whitfield (Interim CEO and Chief Operating Officer), and external candidates including Jonathan Hale (former CEO of Meridian Studios International Inc.) — could compromise the integrity of both workstreams. CEO candidates who become aware of potential strategic transactions may be influenced in their negotiations regarding compensation, employment terms, or willingness to accept the role. Conversely, knowledge of the specifics of the CEO succession process, including the identities and evaluations of candidates, could influence the strategic alternatives analysis or create asymmetries among potential transaction counterparties.
These risks are further heightened by additional context: the Company is simultaneously responding to an activist proxy campaign by Corvus Peak Capital Partners LP ("Corvus Peak"), which holds 8.7% of the Company's outstanding common stock and has nominated three directors for election at the June 7, 2024 Annual General Meeting. The activist campaign creates a third vector of information sensitivity that intersects with both the Strategic Alternatives Review and the CEO Succession Process in ways that demand careful management.
AGMG is a Delaware-incorporated, dual-listed public company (NYSE: AGMG; LSE: AGMG.L), with approximately $8.65 billion in market capitalization as of the date of this memorandum and $4.37 billion in consolidated revenue for fiscal year 2023. The stakes of both workstreams — individually and collectively — are significant, and the potential consequences of an information barrier breach are commensurately severe, encompassing regulatory enforcement action, shareholder litigation, and reputational harm.
These protocols are designed to achieve the following objectives:
• Protect the Board's fiduciary position under Delaware law, by ensuring that directors fulfill their duties of care and loyalty in overseeing both workstreams and that information generated in one workstream is not used inappropriately in the other;
• Preserve the attorney-client privilege and work product protections applicable to communications and analyses generated in connection with both workstreams, including by preventing commingling of privileged materials that could create a risk of privilege waiver;
• Ensure compliance with securities law obligations, including SEC Regulation FD (prohibiting selective disclosure of MNPI), Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 (prohibiting insider trading and tipping), and the FCA Disclosure Guidance and Transparency Rules and Market Abuse Regulation applicable to the Company's London Stock Exchange listing; and
• Maintain the integrity and independence of each workstream, so that the CEO succession decision is made on its merits and the strategic alternatives analysis proceeds without distortion from succession-related considerations, or vice versa.
We recommend that the Board adopt these protocols by formal resolution no later than April 30, 2024, and that all relevant personnel execute the acknowledgment forms attached hereto as Exhibit A.
II. Background
A. The CEO Succession Process
Marcus Vane resigned as Chief Executive Officer of the Company effective March 8, 2024. His departure followed a period of mounting shareholder dissatisfaction with the Company's operational performance, particularly the underperformance of the Luminos streaming platform relative to subscriber growth projections communicated to the market in the Company's fiscal year 2022 investor day. The Board accepted Mr. Vane's resignation at a special meeting on March 8 and designated Priya Nair-Whitfield, the Company's Chief Operating Officer, as Interim CEO effective immediately, pending completion of a formal CEO succession process.
On March 15, 2024, the Nominating and Governance Committee of the Board retained Hargrove Tate Partners LLC (lead partner: Christine Aldridge) to conduct a comprehensive CEO search. The engagement terms provide for a fee of $750,000, payable in three equal installments of $250,000 each. The first installment was paid upon execution of the engagement letter. Ms. Aldridge and her team have since conducted an extensive market mapping exercise, developed candidate profiles, and facilitated the initial interview process.
On March 18, 2024, the Board formed the Special Committee, consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, each of whom is an independent, non-executive director. The Special Committee charter grants the Committee sole authority over the CEO succession process and the Company's response to the activist proxy campaign by Corvus Peak. The Committee's mandate is broad and encompasses candidate identification, evaluation, and selection, as well as the negotiation of employment terms for the incoming permanent CEO.
The internal candidate for the permanent CEO position is Priya Nair-Whitfield, the Company's Chief Operating Officer, who has served in various leadership roles at AGMG for twelve years. Ms. Nair-Whitfield is credited with the conception and launch of the Luminos streaming platform in 2019, which — notwithstanding recent subscriber growth shortfalls — remains the Company's most strategically significant digital asset and represented the largest single contributor to the Streaming & Digital Content segment's $1.84 billion in FY 2023 revenue. Ms. Nair-Whitfield's candidacy is supported by several members of the pre-reconstitution Board, including Dame Isolde Greenvale, Lucinda Farrow-Grant, Sir Alistair Pemberton, and Director Mariana Delgado-Ríos — constituting four of the ten current voting directors.
The Special Committee conducted first-round interviews with five external candidates on April 18, 2024. Among the external candidates, the most prominent is Jonathan Hale, former Chief Executive Officer of Meridian Studios International Inc., where he served from 2014 to 2022. During his tenure at Meridian, Mr. Hale oversaw the $3.1 billion acquisition of Meridian by Zenith Consolidated Entertainment Corp., a transaction widely regarded in the media industry as a benchmark for content studio valuations. Mr. Hale is considered a strong external candidate, and his experience in navigating a change-of-control transaction at Meridian is viewed by certain Board members as particularly relevant given the current environment. However, Mr. Hale has a known pre-existing relationship with Damien Solberg, the Founding Partner and Chief Investment Officer of Corvus Peak, arising from their shared service on the board of directors of Keystone Digital Ventures Ltd. This relationship presents a specific information barrier concern that is addressed in detail in Section IV.D below.
Support for Mr. Hale's candidacy among the pre-reconstitution Board is held by Tobias Kessler, Director Kwame Osei, and Dr. Anwen Llewellyn — three of the ten current voting directors. Director Garrett Voss, who also serves as the Company's Chief Financial Officer, has remained neutral on the CEO succession question. The remaining directors have not yet expressed firm preferences.
The CEO search is ongoing and is generating highly sensitive candidate evaluation materials — including interview assessments, background investigation reports, reference check memoranda, and compensation benchmarking analyses — all of which are subject to attorney-client privilege and work product protection to the extent they have been prepared in connection with legal advice provided by this firm.
B. The Strategic Alternatives Review
On April 22, 2024, the full Board of Directors engaged Stonebridge Crane & Co. (lead banker: Anil Kapoor-Mehta, Managing Director, Financial Advisory Group) to evaluate strategic alternatives available to the Company. The engagement of the Financial Advisor was authorized as a defensive measure in response to the Corvus Peak proxy contest, which has publicly criticized the Company's capital allocation strategy, management performance, and board composition. The Board determined, upon advice of counsel, that a thorough evaluation of strategic alternatives is both a prudent exercise of the Board's fiduciary duties and a potentially meaningful element of the Company's proxy contest defense narrative.
The engagement terms with Stonebridge Crane provide for a monthly retainer of $250,000 and a transaction fee of 0.25% of enterprise value in the event that a change-of-control transaction is consummated as a result of the advisory engagement. Stonebridge Crane has delivered its initial conflict clearance and has commenced preliminary work on the Company's financial profile and market positioning.
The scope of the Strategic Alternatives Review is broad and may encompass any or all of the following:
• Sale of the Company as a whole in a negotiated transaction or through a competitive auction process;
• Sale of one or more business segments, including the Streaming & Digital Content segment (approximately 42% of FY 2023 revenue), the Live Entertainment & Events segment (approximately 24% of revenue), the E-Commerce & Merchandising segment (approximately 19% of revenue), or the Advertising & Brand Partnerships segment (approximately 15% of revenue);
• Joint ventures or strategic partnerships involving one or more business segments, including potential co-investment structures with financial sponsors;
• Recapitalization transactions, including leveraged recapitalizations, Dutch tender offers, or special dividend distributions designed to return capital to shareholders and reduce the attractiveness of an activist campaign; and
• Other strategic transactions that may be identified during the course of the review.
Any strategic alternative that implicates a change of control of the Company would trigger the enhanced scrutiny standard articulated by the Delaware Supreme Court in Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986), and its progeny, requiring the Board to act reasonably to seek the best price reasonably available for the Company's stockholders. The Board's ability to satisfy this standard depends in significant part on maintaining the confidentiality and integrity of the strategic alternatives process.
The Strategic Alternatives Review involves contact with potential acquirers and financial sponsors, generation of confidential financial projections and management presentations, receipt of preliminary indications of interest, execution of confidentiality agreements with potential transaction counterparties, and preparation of valuation analyses by the Financial Advisor — all of which constitute material nonpublic information of the highest sensitivity. Premature disclosure of any of this information could cause significant harm to the Company, its shareholders, and the strategic process itself.
C. The Activist Campaign
Corvus Peak Capital Partners LP, an activist investment fund managed by Founding Partner and Chief Investment Officer Damien Solberg and Portfolio Manager Erin Nakamura (who leads the AGMG-specific campaign), holds approximately 8.7% of the Company's outstanding common shares. Based on publicly available information, Corvus Peak's position consists of approximately 35,896,200 shares acquired at an estimated average cost basis of $20.97 per share, representing a total investment of approximately $752.8 million.
On February 28, 2024, Corvus Peak delivered a letter to the Board criticizing the Company's strategic direction, capital allocation, and corporate governance. On March 5, 2024, Corvus Peak filed a preliminary proxy statement with the SEC nominating three director candidates — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — for election at the Company's June 7, 2024 Annual General Meeting. Corvus Peak's definitive proxy statement was filed on March 29, 2024.
Corvus Peak is represented in the proxy contest by Blackthorn Howell & Crane LLP (lead partner: Dominic Sayer) as legal counsel and Falconer Strauss LLC (lead: Derek Huang) as proxy solicitor. The activist's public communications have emphasized the need for board refreshment, a review of the Company's portfolio of businesses (with particular criticism directed at the Live Entertainment & Events segment), and the appointment of a CEO with experience in content studio transactions — a message that many observers have interpreted as an implicit endorsement of Jonathan Hale's candidacy.
For its part, AGMG management has engaged Citrine Advisory Group Inc. (lead: Sandra Eriksson) for proxy defense and investor relations support. The Company's standing outside counsel, Ashworth Velmoran LLP (lead partner: Martin Cho), continues to advise the Company on corporate governance and securities law matters in the ordinary course, and is coordinating with Calderwood & Harkness on various aspects of the activist response.
The overlap between the activist campaign, the CEO Succession Process, and the Strategic Alternatives Review creates acute information sensitivity. Corvus Peak — as a significant shareholder with a public platform and access to sophisticated legal and financial advisors — has both the incentive and the capacity to exploit any information leaks that may occur. The relationship between Damien Solberg and external CEO candidate Jonathan Hale, noted above, creates an additional channel of concern. Moreover, if Corvus Peak's director nominees are elected at the June 7 Annual General Meeting, new directors with ties to Corvus Peak will gain access to Board-level information, necessitating a reassessment of the information barrier protocols at that time. These dynamics are addressed further in Section IV.E and Section VII below.
III. Legal Framework for Information Barriers
A. Fiduciary Duties Under Delaware Law
Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and its stockholders. The duty of care requires that directors inform themselves of all material information reasonably available before making a business decision and act with the care that a reasonably prudent person in a similar position would use under similar circumstances. The duty of loyalty requires that directors act in the best interests of the corporation and its stockholders, refrain from self-dealing, and avoid conflicts of interest that could compromise their independent judgment.
In the context of simultaneous strategic and succession processes, the fiduciary framework imposes several specific obligations relevant to these information barrier protocols:
First, directors must ensure that information generated in one workstream is not used inappropriately in the other, particularly where CEO candidates have personal financial interests in the outcome of a strategic transaction. For example, a change-of-control transaction could trigger enhanced severance payments, accelerated equity vesting, or transaction-specific bonuses for a newly appointed CEO, depending on the terms of the CEO's employment agreement. A CEO candidate who is aware of the potential for such a transaction may negotiate different compensation terms than a candidate who is not so aware, creating an asymmetry that could ultimately be challenged by stockholders as inconsistent with the Board's duty to manage compensation in the best interests of the corporation.
Second, the Special Committee charter grants the Committee sole authority over the CEO succession process, while the Strategic Alternatives Review is being overseen by the full Board through its engagement of Stonebridge Crane. These protocols must ensure that the boundaries of authority between these two mandates are respected and that neither workstream is influenced by considerations properly belonging to the other. The Special Committee's evaluation of CEO candidates should be based on the candidates' qualifications, experience, and fitness for the role — not on their potential willingness to support or oppose a particular strategic transaction. Similarly, the full Board's evaluation of strategic alternatives should be based on the merits of available transactions — not on the preferences or interests of any particular CEO candidate.
Third, to the extent the Strategic Alternatives Review was initiated as a defensive measure in response to the Corvus Peak proxy contest, the Board's actions are subject to the enhanced scrutiny standard articulated in Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985). Under Unocal, the Board must demonstrate that (i) it had reasonable grounds for believing that a danger to corporate policy and effectiveness existed, and (ii) the defensive measure adopted was reasonable in relation to the threat posed. The implementation of robust information barrier protocols supports the Board's position under Unocal by demonstrating that the strategic alternatives process is being conducted with appropriate safeguards and is not being used as a mechanism to entrench management or circumvent the activist's legitimate governance objectives. Furthermore, should the Strategic Alternatives Review culminate in a change-of-control transaction, the Board's duties will shift to the Revlon standard, requiring the Board to seek the best price reasonably available for stockholders. Maintaining the confidentiality and integrity of the strategic process is essential to satisfying this obligation.
The business judgment rule will ordinarily protect Board decisions that are made on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the Company. The adoption and diligent enforcement of information barrier protocols is itself an exercise of business judgment that will be viewed favorably by a reviewing court as evidence of the Board's process-oriented approach to managing complex, overlapping fiduciary obligations.
B. Securities Law Considerations
The information barrier protocols recommended in this memorandum are also informed by the securities law obligations applicable to the Company and its directors, officers, and advisors.
SEC Regulation FD. Regulation FD, promulgated under the Securities Act of 1933 and the Securities Exchange Act of 1934, prohibits the selective disclosure of material nonpublic information by an issuer or its agents to securities market professionals (including broker-dealers, investment advisers, and institutional investment managers) and to shareholders who may reasonably be expected to trade on the information. Both the Strategic Alternatives Review and the CEO Succession Process generate information that may constitute MNPI under Regulation FD. Strategic alternatives information — including the existence of discussions with potential acquirers, the terms of preliminary indications of interest, and the Financial Advisor's valuation analyses — is plainly material. CEO succession information, depending on the circumstances, may also be material to the extent that the identity of the incoming CEO could reasonably be expected to affect the market price of the Company's securities. While Regulation FD includes an exception for communications made to persons who expressly agree to maintain the information in confidence, the protocols recommended herein are designed to minimize the risk of selective disclosure by limiting the number of persons with access to MNPI and documenting the confidentiality obligations of each such person.
Insider Trading Restrictions. Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder prohibit any person from trading in a security while in possession of material nonpublic information concerning the issuer, or from communicating ("tipping") such information to another person who may trade on it. Any director, officer, employee, or advisor with access to strategic alternatives MNPI is a potential insider for purposes of these provisions, and any trading by such persons — or by persons to whom they have communicated MNPI — could give rise to civil and criminal liability under federal securities law. The penalties for insider trading violations include disgorgement of profits, civil fines of up to three times the profit gained or loss avoided, and criminal penalties of up to twenty years' imprisonment and $5 million in fines for individuals under the Insider Trading Sanctions Act of 1984 and the Insider Trading and Securities Fraud Enforcement Act of 1988.
FCA Disclosure Guidance and Transparency Rules. AGMG's shares are admitted to the premium segment of the Official List of the Financial Conduct Authority ("FCA") and traded on the Main Market of the London Stock Exchange (ticker: AGMG.L). As a consequence, the Company is subject to the FCA's Disclosure Guidance and Transparency Rules ("DTR"), which impose obligations regarding the identification, handling, and disclosure of inside information. DTR 2.2.1R requires an issuer to notify the market as soon as possible of inside information that directly concerns the issuer, subject to the ability to delay disclosure under DTR 2.5.1R where certain conditions are met (including that the delay is not likely to mislead the public, the issuer is able to ensure the confidentiality of the information, and the issuer has a legitimate interest in delaying disclosure). The information barrier protocols recommended herein are an essential component of the Company's ability to satisfy the confidentiality condition for delayed disclosure under DTR 2.5.1R.
Market Abuse Regulation. Although the United Kingdom's departure from the European Union resulted in the adoption of a standalone UK Market Abuse Regulation ("UK MAR"), the substantive provisions remain substantially aligned with the EU MAR framework. Under UK MAR, the Company is prohibited from engaging in or facilitating market manipulation and insider dealing, and is required to maintain insider lists of persons who have access to inside information. The insider lists maintained pursuant to these information barrier protocols will serve the dual purpose of satisfying UK MAR requirements and supporting the Company's ability to demonstrate compliance with its DTR obligations.
C. Privilege Preservation
A critical objective of these information barrier protocols is the preservation of the attorney-client privilege and work product doctrine as applied to communications and analyses generated in connection with both workstreams.
The attorney-client privilege protects confidential communications between a client and its attorney made for the purpose of obtaining or providing legal advice. The work product doctrine, codified in Federal Rule of Civil Procedure 26(b)(3) and its state-law equivalents, protects documents and tangible things prepared in anticipation of litigation or for trial by or for a party or its representative. Both protections are applicable to the materials generated in the CEO Succession Process and the Strategic Alternatives Review, to the extent such materials reflect or embody legal advice provided by Calderwood & Harkness or other counsel.
The commingling of privileged materials from the two workstreams presents a risk of privilege waiver. If materials from the Strategic Alternatives Review are shared with CEO candidates or the Search Firm in an uncontrolled manner, the privilege applicable to those materials could be deemed waived — not only as to the specific materials disclosed, but potentially as to the broader subject matter of the strategic alternatives analysis, under the subject matter waiver doctrine recognized by many courts. Similarly, if CEO succession materials are shared with the Financial Advisor or potential transaction counterparties, the privilege applicable to those materials could be compromised.
This concern is not merely theoretical. On March 22, 2024, Corvus Peak served a demand under Section 220 of the Delaware General Corporation Law for inspection of the Company's books and records, seeking, among other things, materials related to the CEO search committee's deliberations. The Company has withheld certain responsive documents on the basis of attorney-client privilege and work product protection. The integrity of this privilege assertion depends on the Company's ability to demonstrate that the privileged materials were maintained in confidence and were not disseminated beyond the scope of the privileged relationship. The information barrier protocols recommended herein reinforce the Company's privilege position by ensuring that CEO succession materials and strategic alternatives materials are maintained in separate, access-restricted repositories with clearly documented confidentiality controls.
IV. Recommended Information Barrier Protocols
A. Designation of Personnel and Advisors by Workstream
The foundation of any effective information barrier is the clear designation of personnel authorized to access information within each workstream. The following designations are recommended:
1. CEO Succession Workstream ("Over the Wall" Personnel). The following individuals and entities are authorized to access MNPI and other confidential information generated in connection with the CEO Succession Process:
• Special Committee Members: Tobias Kessler (Chair), Lucinda Farrow-Grant, Dr. Anwen Llewellyn. As members of the Special Committee with sole authority over the CEO succession, these directors are the primary recipients of CEO succession MNPI.
• Executive Search Firm: Hargrove Tate Partners LLC (lead partner: Christine Aldridge). The Search Firm is authorized to access and generate CEO succession materials in the ordinary course of its engagement, including candidate identification reports, market mapping analyses, interview schedules, and candidate evaluation summaries.
• Compensation Consultant: Brackenridge Howard Associates Inc. (lead consultant: Miriam Estabrook). Brackenridge Howard has been retained to advise the Special Committee on CEO compensation benchmarking, including the design of base salary, annual bonus, long-term incentive compensation, and change-of-control and severance provisions for the incoming permanent CEO. Brackenridge Howard is authorized to access CEO succession materials to the extent necessary to fulfill its compensation advisory mandate.
• Calderwood & Harkness LLP: Nathaniel Bower (Responsible Partner) and Audrey Zhou (Lead Associate) are designated as primary contacts for the CEO Succession Workstream. Colette Whitman (Billing Partner) and Brendan Walsh (Associate) may access CEO succession materials as needed, subject to clearance by Mr. Bower.
• General Counsel: Nadine Khalil (General Counsel and Corporate Secretary) serves as the information coordinator between the two workstreams. In this capacity, Ms. Khalil has access to CEO succession materials and is responsible for ensuring that appropriate confidentiality controls are maintained. However, Ms. Khalil is expressly prohibited from disclosing strategic alternatives MNPI to CEO candidates or the Search Firm without the express authorization of the Board or the Special Committee, as applicable.
2. Strategic Alternatives Workstream ("Over the Wall" Personnel). The following individuals and entities are authorized to access MNPI and other confidential information generated in connection with the Strategic Alternatives Review:
• Full Board of Directors: All members of the Board of Directors are authorized to receive strategic alternatives information in their capacity as Board members. This includes the three members of the Special Committee (Kessler, Farrow-Grant, and Llewellyn), who will therefore have access to both workstreams. The management of this dual access is addressed in Section IV.B.2 below.
• Financial Advisor: Stonebridge Crane & Co. (lead banker: Anil Kapoor-Mehta, Managing Director, Financial Advisory Group). The Financial Advisor is authorized to access and generate strategic alternatives materials in the ordinary course of its engagement, including financial models, valuation analyses, market comparables, preliminary indications of interest, and transaction structure analyses.
• Calderwood & Harkness LLP: Nathaniel Bower (Responsible Partner) and Colette Whitman (Billing Partner) are designated as primary contacts for the Strategic Alternatives Workstream. Audrey Zhou (Lead Associate) and Brendan Walsh (Associate) may access strategic alternatives materials as needed, subject to clearance by Mr. Bower or Ms. Whitman.
• Standing Outside Counsel: Ashworth Velmoran LLP (lead partner: Martin Cho). As the Company's standing outside counsel, Ashworth Velmoran coordinates on transactional matters and provides corporate governance advice. Mr. Cho and members of his team designated by him are authorized to access strategic alternatives materials in the ordinary course of their advisory role.
• General Counsel: Nadine Khalil receives strategic alternatives information in her capacity as General Counsel and Corporate Secretary. She serves as the primary internal point of contact for coordinating between the Company's management team and its external advisors on strategic alternatives matters.
• Independent Auditor: Glenmore & Partners LLP (lead engagement partner: Keith Redmond). The Company's independent auditor may receive certain financial information in connection with due diligence, financial projections review, or accounting diligence related to potential strategic transactions. Access will be limited to information necessary for Glenmore & Partners to fulfill its professional obligations and will be subject to the firm's own confidentiality and independence protocols.
3. Persons Restricted from Strategic Alternatives Information. The following individuals and entities are expressly restricted from receiving strategic alternatives MNPI unless and until the Board determines that disclosure is necessary and appropriate, subject to the execution of appropriate confidentiality agreements and the procedures set forth in this memorandum:
• CEO Candidates (Internal and External). All CEO candidates — including Priya Nair-Whitfield (internal) and Jonathan Hale and all other external candidates — are restricted from receiving strategic alternatives MNPI. The rationale for this restriction is that disclosure of strategic alternatives information to CEO candidates could (i) distort the CEO selection process by introducing considerations unrelated to the candidates' qualifications, (ii) create conflicts of interest for candidates who may have financial interests in the outcome of a strategic transaction, and (iii) create an unacceptable risk of further dissemination of MNPI to persons outside the Company's control. Specific protocols for Ms. Nair-Whitfield, whose dual role as Interim CEO requires special treatment, are set forth in Section IV.C below.
• Hargrove Tate Partners LLC and Brackenridge Howard Associates Inc. The Search Firm and the compensation consultant retained in connection with the CEO Succession Process are restricted from receiving strategic alternatives MNPI. Their mandates are limited to the CEO succession, and they have no need for strategic alternatives information to fulfill their engagements.
• Proxy Solicitors. Citrine Advisory Group Inc. (lead: Sandra Eriksson) is restricted from receiving strategic alternatives MNPI. While Citrine is advising the Company on its proxy defense strategy, the substance of specific strategic alternatives under consideration is not necessary for the proxy solicitor's work and must be maintained in strict confidence.
B. Physical and Electronic Information Barriers
1. Document Management. Effective information barriers require rigorous document management protocols to ensure that materials from the two workstreams are not commingled, inadvertently disclosed, or accessible to unauthorized personnel. The following measures are recommended:
All strategic alternatives materials — including, without limitation, financial models prepared by Stonebridge Crane, preliminary indications of interest received from potential acquirers or financial sponsors, confidentiality agreements executed with potential transaction counterparties, Board presentations prepared by the Financial Advisor, internal Company financial projections prepared for strategic alternatives purposes, and all related correspondence — shall be maintained in a separate, access-restricted electronic workspace. This workspace (the "Strategic Alternatives Data Room") shall be hosted on the Company's existing secure virtual data room platform and shall be configured with access controls limiting access to the authorized personnel listed in Section IV.A.2 above. Access credentials shall be individual (no shared passwords), and access logs shall be maintained and reviewed by Nadine Khalil on a weekly basis.
All CEO succession materials — including, without limitation, candidate evaluation reports prepared by Hargrove Tate Partners, interview notes and assessments prepared by Special Committee members, compensation benchmarking analyses prepared by Brackenridge Howard Associates, background investigation reports, reference check memoranda, and all related correspondence — shall be maintained in a separate, access-restricted electronic workspace (the "CEO Succession Data Room"), similarly hosted on the Company's secure virtual data room platform with access limited to authorized personnel listed in Section IV.A.1 above.
With respect to physical documents, Nadine Khalil's office at the Company's principal executive offices shall serve as the physical repository for printed materials from both workstreams. Documents from each workstream shall be stored in separate, clearly labeled filing cabinets or storage containers, with the Strategic Alternatives materials in a locked cabinet labeled "STRATEGIC ALTERNATIVES — RESTRICTED ACCESS" and the CEO Succession materials in a separate locked cabinet labeled "CEO SUCCESSION — RESTRICTED ACCESS." Access to each cabinet shall be limited to Ms. Khalil and such other persons as she may authorize consistent with the personnel designations set forth in Section IV.A above.
All documents in both workstreams shall be marked with appropriate confidentiality legends. Each document shall bear the legend "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION" to the extent that the document reflects or embodies legal advice. In addition, strategic alternatives documents shall bear the legend "STRATEGIC ALTERNATIVES — RESTRICTED ACCESS," and CEO succession documents shall bear the legend "CEO SUCCESSION — RESTRICTED ACCESS." These legends shall be applied to all documents at the time of creation or, in the case of documents received from external parties, at the time of receipt.
2. Electronic Communications. Separate email distribution lists shall be established for each workstream. The Strategic Alternatives distribution list shall include only those persons authorized to receive strategic alternatives MNPI, and the CEO Succession distribution list shall include only those persons authorized to receive CEO succession information. No cross-posting of workstream-specific communications shall be permitted. Emails relating to a specific workstream shall use a subject line prefix identifying the workstream (e.g., "[STRATEGIC ALTERNATIVES]" or "[CEO SUCCESSION]") to facilitate identification and segregation.
Board members who serve on the Special Committee — namely, Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — will necessarily have access to both workstreams in their dual capacities as Board members (with access to strategic alternatives information) and Special Committee members (with authority over the CEO succession). These three directors must exercise particular care not to share strategic alternatives MNPI with CEO candidates or the Search Firm, whether in the context of candidate interviews, Special Committee deliberations, or informal communications. Each of these directors should be individually briefed on this obligation, as set forth in the implementation steps in Section VIII below.
Calderwood & Harkness shall maintain separate matter sub-files within matter number 1017-00002 for each workstream. All time entries, correspondence, memoranda, and work product shall be assigned to the appropriate sub-file. This segregation will support the preservation of privilege by documenting the distinct nature of the legal advice provided in connection with each workstream.
3. Meeting Protocols. Board meetings addressing strategic alternatives shall be convened separately from Special Committee meetings addressing CEO succession. To the greatest extent practicable, these meetings should be scheduled on different dates to minimize the risk of inadvertent information sharing during the course of a single day's proceedings.
Where scheduling constraints require that both topics be addressed at the same Board meeting, the agenda shall be bifurcated into separate sessions. The strategic alternatives session shall be conducted first, followed by the CEO succession session (or vice versa, as circumstances warrant). Minutes shall be recorded separately for each session, with each set of minutes maintained in the appropriate workstream data room. A recommended template for bifurcated Board meeting agendas is attached as Exhibit C.
Priya Nair-Whitfield shall recuse herself from Board sessions discussing strategic alternatives to the extent that her candidacy for the permanent CEO role creates a conflict of interest. In her capacity as Interim CEO, Ms. Nair-Whitfield may attend Board sessions addressing operational matters — including routine financial reporting, operational performance reviews, and matters requiring CEO-level input — but she must be excused before the Board commences discussion of transaction-specific MNPI, including the identities of potential acquirers or financial sponsors, preliminary indications of interest, valuation ranges, transaction structure options, and counterparty negotiations. The transition point in the meeting at which Ms. Nair-Whitfield is to be excused should be clearly identified on the agenda and noted in the minutes.
Garrett Voss, the Company's Chief Financial Officer, may participate in strategic alternatives discussions in his executive capacity, as his involvement is necessary for the preparation of financial projections, management presentations, and due diligence materials that the Financial Advisor will require. However, Mr. Voss must be instructed — and must acknowledge in writing — that he is not to share strategic alternatives MNPI with Ms. Nair-Whitfield, any CEO candidate, or any person not authorized to receive such information under these protocols.
C. Special Protocols for Priya Nair-Whitfield (Interim CEO)
Priya Nair-Whitfield occupies a unique dual role that requires specially tailored protocols. She is simultaneously a member of the Board of Directors, the Interim Chief Executive Officer with operational responsibility for the day-to-day management of the Company, and an internal candidate for the permanent CEO position. Each of these roles carries distinct information access requirements, and the challenge is to ensure that Ms. Nair-Whitfield can fulfill her operational responsibilities without being exposed to strategic alternatives MNPI that could compromise her candidacy evaluation or create conflicts of interest.
As Interim CEO, Ms. Nair-Whitfield requires access to Company financial data, operational plans, headcount and staffing information, and certain strategic information to perform her duties effectively. The Company cannot function if the Interim CEO is deprived of the operational information she needs to manage the business. Accordingly, operational financial information — including segment-level budget forecasts, quarterly and annual performance metrics, headcount plans, capital expenditure budgets, and similar information generated in the ordinary course of business operations — may continue to be shared with Ms. Nair-Whitfield without restriction.
What must be restricted is change-of-control transaction-specific MNPI generated in connection with the Strategic Alternatives Review. Specifically, Ms. Nair-Whitfield must not receive information regarding:
• The identities of potential acquirers, financial sponsors, or other transaction counterparties with whom the Financial Advisor has made contact or is contemplating making contact;
• The terms of any preliminary indications of interest received from potential counterparties;
• Stonebridge Crane's valuation analyses of the Company as a whole or of individual business segments prepared for strategic alternatives purposes (as distinguished from operational valuations prepared in the ordinary course);
• The terms, structure, or pricing of any specific potential transaction under consideration;
• The Board's deliberations regarding the merits of specific strategic alternatives; and
• Any confidentiality agreements executed with potential transaction counterparties, or the terms thereof.
There may arise circumstances in which the Board determines that Ms. Nair-Whitfield must be brought "over the wall" with respect to strategic alternatives information. For example, if a potential acquirer requests a management presentation, the Interim CEO's participation may be necessary for the credibility and effectiveness of the presentation. If such a situation arises, the following procedures should be followed:
1. The Board shall adopt a resolution specifically authorizing the disclosure of identified categories of strategic alternatives information to Ms. Nair-Whitfield, documenting the rationale for the disclosure and the scope of information to be shared.
2. Ms. Nair-Whitfield shall execute an additional written acknowledgment confirming her receipt of strategic alternatives MNPI, her agreement not to trade in AGMG securities, and her understanding of the applicable legal restrictions.
3. Ms. Nair-Whitfield shall be placed on the Company's insider restricted list for strategic alternatives MNPI, and her name shall be added to the insider list maintained under UK MAR.
4. The Special Committee should consider whether Ms. Nair-Whitfield's receipt of strategic alternatives information affects the Committee's evaluation of her candidacy and should document its consideration of this issue.
Independently of whether Ms. Nair-Whitfield is brought over the wall, she should be informed of the existence of information barriers affecting her access to certain Board-level information. This notification should be made in general terms — informing her that the Board has established protocols restricting the flow of certain categories of information and that she may not receive all information available to other Board members — without revealing the substance of the strategic alternatives discussions. Ms. Nair-Whitfield should acknowledge in writing her obligation not to seek or receive strategic alternatives MNPI outside of the channels approved by the Board, and her agreement that any attempt to obtain such information through informal channels would be inconsistent with her fiduciary duties and her obligations under the Company's insider trading policy.
D. Special Protocols for External CEO Candidates
No external CEO candidate, including Jonathan Hale, shall receive any information regarding the Strategic Alternatives Review under any circumstances during the candidacy evaluation period. External candidates, by definition, are not officers or directors of the Company and have no operational need for strategic alternatives information. The disclosure of such information to candidates during the evaluation process would serve no legitimate purpose and would create unacceptable risks, including the risk that a candidate who is not ultimately selected would possess MNPI about the Company that could be used for personal trading or disclosed to third parties.
If the Board ultimately selects a permanent CEO and wishes to discuss the Strategic Alternatives Review with the incoming CEO prior to the public announcement of the appointment, such disclosure should occur only after all of the following conditions are satisfied:
(i) The Board has adopted a resolution specifically authorizing the disclosure of strategic alternatives information to the incoming CEO, documenting the scope of information to be shared;
(ii) The incoming CEO has executed a comprehensive non-disclosure agreement ("NDA") in a form approved by Calderwood & Harkness, including provisions restricting the use and further disclosure of MNPI, imposing trading restrictions, and providing for equitable remedies in the event of a breach; and
(iii) The incoming CEO has been placed on the Company's insider restricted list and has executed the MNPI acknowledgment form attached as Exhibit A.
With respect to Jonathan Hale specifically, the Board should be aware of the heightened risk associated with his candidacy in light of his pre-existing relationship with Damien Solberg, the Founding Partner and Chief Investment Officer of Corvus Peak. Mr. Hale and Mr. Solberg served together on the board of directors of Keystone Digital Ventures Ltd., and the nature and extent of their ongoing relationship is not fully known. Given Corvus Peak's role as an activist shareholder with a significant financial stake in the outcome of the Company's strategic process, any flow of strategic alternatives MNPI from Mr. Hale to Mr. Solberg — whether intentional or inadvertent — could have severe consequences, including potential violations of insider trading laws, Regulation FD, and UK MAR, as well as the compromise of the Company's strategic position in any pending or contemplated transaction.
This concern reinforces the recommendation that Mr. Hale not receive strategic alternatives information under any circumstances during the candidacy evaluation period. If Mr. Hale is ultimately selected as the permanent CEO, the Board should consider requiring, as a condition of his employment, enhanced confidentiality obligations specifically addressing his relationship with Corvus Peak, including a representation that he will not discuss Company business with Mr. Solberg or any other representative of Corvus Peak without the prior written consent of the Board.
E. Interaction with Corvus Peak Proxy Contest
The information barrier protocols must account for the ongoing proxy contest and the various channels through which strategic alternatives MNPI could reach Corvus Peak or its advisors.
Corvus Peak and its advisors — including Blackthorn Howell & Crane LLP (lead partner: Dominic Sayer) and Falconer Strauss LLC (lead: Derek Huang) — must not receive any strategic alternatives MNPI. This prohibition applies regardless of the context in which communication with Corvus Peak or its advisors occurs, including settlement discussions, proxy contest correspondence, or responses to shareholder proposals.
If settlement discussions with Corvus Peak resume — the Board, upon recommendation of the Special Committee, rejected Corvus Peak's May 10 settlement proposal, which included, among other terms, the appointment of two Corvus Peak nominees to the Board and the replacement of the current Interim CEO — any negotiation regarding board composition, governance reforms, or other settlement terms must not involve disclosure of specific strategic alternatives under consideration by the Board. Settlement discussions may reference the Board's ongoing evaluation of strategic options in general terms (e.g., "the Board is conducting a thorough evaluation of all strategic alternatives to maximize shareholder value"), but the identities of potential counterparties, the terms of any preliminary indications of interest, and the substance of the Financial Advisor's analyses must remain confidential. Calderwood & Harkness will participate in or review all settlement communications with Corvus Peak to ensure compliance with this protocol.
The Board may, in its discretion, determine that public disclosure of the existence of the Strategic Alternatives Review process is in the Company's interest as an element of its proxy contest defense. A public announcement that the Board has engaged a financial advisor to evaluate strategic alternatives can serve as a powerful message to shareholders that the Board is proactively seeking to maximize value. However, any such public disclosure must be limited to the existence and general nature of the process and must not include the substance of any specific transaction discussions. Calderwood & Harkness and Ashworth Velmoran should be consulted before any public disclosure of the strategic alternatives process to ensure consistency with SEC Regulation FD and DTR obligations.
Finally, the § 220 books-and-records demand served by Corvus Peak on March 22, 2024, seeking CEO search committee materials, must be considered in the context of these protocols. The Company has withheld certain documents responsive to the demand on the basis of attorney-client privilege and work product protection. The information barrier protocols recommended herein reinforce the privilege protections applicable to the withheld materials by demonstrating that the Company has maintained rigorous confidentiality controls over privileged communications and work product in connection with the CEO succession process. Should Corvus Peak challenge the Company's privilege assertions in a Delaware Court of Chancery proceeding, the existence and enforcement of these protocols will serve as evidence of the Company's good faith efforts to preserve the confidentiality of privileged materials.
V. Trading Restrictions and Insider Trading Prevention
A. Insider Trading Policy Compliance
All persons with access to either workstream — the CEO Succession Process or the Strategic Alternatives Review — are subject to the Company's existing insider trading policy and all applicable securities laws, including Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 and the FCA Market Abuse Regulation.
Persons with access to strategic alternatives MNPI present the most acute insider trading risk, as information regarding potential change-of-control transactions, preliminary indications of interest, and valuation analyses is almost certainly material and, if used as the basis for trading, would constitute a clear violation of the insider trading laws. Accordingly, all persons with access to strategic alternatives MNPI shall be deemed to be in a "restricted" trading window for purposes of the Company's insider trading policy and may not trade in AGMG securities — whether on the New York Stock Exchange (NYSE: AGMG) or the London Stock Exchange (LSE: AGMG.L) — until the relevant strategic alternatives information has been publicly disclosed or has otherwise become stale.
The restricted trading prohibition applies to all forms of trading, including purchases and sales of AGMG common stock, exercises of stock options, sales of shares acquired upon vesting of restricted stock units, and transactions in derivative instruments referencing AGMG securities. The prohibition also applies to trading by family members, household members, and entities controlled by the restricted person.
Nadine Khalil, in her capacity as General Counsel and Corporate Secretary, shall maintain a restricted list of all persons with access to strategic alternatives MNPI (the "Restricted List"). The Restricted List shall be updated promptly as individuals are brought "over the wall" or as access is terminated. A copy of the Restricted List shall be maintained in the Strategic Alternatives Data Room and shall be provided to Calderwood & Harkness for reference.
In addition, the Company is required under UK MAR to maintain an insider list of all persons who have access to inside information relating to the Company. The insider list must include the identity of each insider, the reason for their inclusion on the list, the date on which they obtained access to inside information, and the date on which the list was created or updated. Ms. Khalil shall ensure that the Company's UK MAR insider list is maintained in a form compliant with the technical regulatory standards prescribed by the FCA, and that all persons included on the list are notified of their obligations under UK MAR.
B. Acknowledgment Forms
All persons granted access to strategic alternatives MNPI must execute a written acknowledgment in the form attached as Exhibit A to this memorandum. The acknowledgment shall confirm:
(i) That the signatory has been informed that he or she has received, or may receive, material nonpublic information regarding the Company in connection with the Strategic Alternatives Review;
(ii) That the signatory agrees not to trade, directly or indirectly, in any securities of the Company (including common stock, options, and derivative instruments) while in possession of such MNPI, and for such additional period after the MNPI becomes public as may be required by applicable law or the Company's insider trading policy;
(iii) That the signatory agrees not to disclose MNPI to any person who is not authorized to receive such information under these protocols, whether within or outside the Company;
(iv) That the signatory understands that violations of insider trading and selective disclosure laws may result in civil and criminal liability, including fines, imprisonment, and disgorgement of trading profits; and
(v) That the signatory will promptly notify Nadine Khalil and Nathaniel Bower at Calderwood & Harkness of any actual or suspected breach of these protocols.
Calderwood & Harkness will prepare the template acknowledgment forms and provide them to Nadine Khalil for distribution. Executed acknowledgment forms shall be collected and maintained by Ms. Khalil in a secure file, with copies provided to Calderwood & Harkness.
External advisors — including Stonebridge Crane & Co. and Ashworth Velmoran LLP — shall be required to confirm in writing that their personnel with access to AGMG strategic alternatives MNPI are subject to appropriate internal information barrier and trading compliance procedures at their respective firms. Each external advisor should designate a compliance contact responsible for monitoring adherence to these obligations.
VI. Breach Protocols
The effectiveness of information barrier protocols depends not only on their adoption and communication but also on the existence of clear and well-understood procedures for identifying, reporting, and remediating breaches.
Any suspected or actual breach of the information barriers established under these protocols must be reported immediately to Nadine Khalil (General Counsel and Corporate Secretary) and Nathaniel Bower at Calderwood & Harkness. The reporting obligation applies to all persons subject to these protocols, regardless of the nature or perceived severity of the breach. Prompt reporting is essential to enable the Company to assess the situation and take appropriate remedial action before the breach causes further harm.
Upon notification of a potential breach, an immediate assessment will be conducted under the direction of Nadine Khalil and Calderwood & Harkness to determine:
(i) The nature and scope of the information disclosed. What specific information was shared, and does it constitute MNPI? Was the disclosure intentional or inadvertent?
(ii) The recipient(s) of the disclosed information. To whom was the information disclosed? Is the recipient a person who could reasonably be expected to trade on the information, communicate it to others, or use it for purposes adverse to the Company's interests?
(iii) Whether trading occurred. Did any recipient of the disclosed information trade in AGMG securities after receiving the information? If so, what was the timing and magnitude of the trades?
(iv) Remedial measures required. What steps are necessary to contain the breach, prevent further dissemination of the information, and mitigate the harm caused?
Depending on the severity of the breach, remedial measures may include one or more of the following:
• Notification to regulatory authorities. If the breach involves a violation of SEC Regulation FD, Section 10(b)/Rule 10b-5, or UK MAR, the Company may be required to notify the SEC and/or the FCA. In particular, Regulation FD requires that, in the event of a non-intentional selective disclosure of MNPI, the Company promptly disclose the information publicly (by filing or furnishing a Form 8-K or by other means of public dissemination reasonably designed to provide broad, non-exclusionary distribution of the information). Calderwood & Harkness will advise on the applicable notification obligations in the event of a breach.
• Suspension of the affected workstream. If a breach has compromised the confidentiality of a particular strategic alternatives discussion or CEO succession evaluation, it may be necessary to suspend the affected process pending assessment of the damage and implementation of remedial measures.
• Public disclosure. If the breach results in the dissemination of strategic alternatives MNPI to the market, the Company may need to issue a public announcement to ensure equal access to the information and to comply with its Regulation FD and DTR obligations.
• Recusal of affected directors or personnel. If a director or officer is responsible for a breach, recusal from further participation in the affected workstream — or both workstreams — may be warranted.
• Disciplinary action. Depending on the circumstances, breaches by Company employees may warrant disciplinary action, up to and including termination of employment.
In addition, the Board and the Company's officers should be aware of the D&O insurance considerations implicated by information barrier breaches. The Company's directors and officers liability insurance policy, issued by Helmsley Indemnity Corp. (Policy No. HIC-DOL-2024-009347), provides coverage of $75

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