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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT

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

Matter No.: 1017-00002

Date: April 19, 2024

MEMORANDUM

TO: Special Committee of the Board of Directors of Aurelius Global Media Group PLC

Tobias Kessler, Chair Lucinda Farrow-Grant Dr. Anwen Llewellyn

CC: Dame Elspeth Greenvale, Independent Non-Executive Chair Nadine Khalil, General Counsel & Corporate Secretary (non-voting board attendee)

FROM: Nathaniel Bower, Responsible Partner Audrey Zhou, Lead Associate

RE: Conflicts of Interest Analysis — Jonathan Hale's Relationship with Damien Solberg and Corvus Peak Capital Partners LP

I. Executive Summary

The purpose of this memorandum is to assess whether Jonathan Hale's pre-existing relationship with Damien Solberg, Founding Partner and Chief Investment Officer of Corvus Peak Capital Partners LP ("Corvus Peak"), compromises Hale's ability to serve as a "truly independent" external candidate for the position of Chief Executive Officer of Aurelius Global Media Group PLC ("AGMG" or the "Company"). This memorandum has been prepared at the request of the Special Committee of the Board of Directors (the "Special Committee") and is intended to inform the Committee's deliberations as it evaluates candidates for the permanent CEO role.

Core Finding. Based on our review of the facts currently available, the relationship between Hale and Solberg is material and multifaceted. It includes, at a minimum, shared board service at Keystone Digital Ventures Ltd. ("Keystone"), a privately held company organized in England and Wales operating in the digital media and technology sector. Beyond that direct governance nexus, the relationship encompasses overlapping professional networks within the media industry and circumstantial evidence suggesting that Corvus Peak may have been instrumental — directly or indirectly — in advancing Hale's candidacy before the Special Committee. Taken together, these facts raise material concerns about Hale's ability to serve as an independent external candidate, untethered from activist influence.

Practical Recommendation. We recommend that the Special Committee undertake enhanced due diligence before advancing Hale's candidacy further. This enhanced due diligence should include, at a minimum: (i) requiring Hale to complete a detailed conflict-of-interest questionnaire disclosing all direct and indirect relationships with Solberg, Corvus Peak, and any affiliated entities; (ii) conducting a direct interview of Hale by the Special Committee specifically addressing the nature and extent of his relationship with Solberg and Corvus Peak and any communications regarding the AGMG CEO position; (iii) confirming with Hargrove Tate Partners LLC ("Hargrove Tate"), the executive search firm retained by the Nominating and Governance Committee, whether Hale was independently sourced or whether his name was introduced by a board member, shareholder, or third party; and (iv) reviewing available corporate filings for Keystone Digital Ventures Ltd. to confirm the dates and nature of Hale's and Solberg's board service. The Special Committee should also consider whether proceeding with Hale's candidacy — absent satisfactory resolution of the concerns identified herein — could expose the Board to allegations that it has effectively ceded the CEO succession process to an activist shareholder.

Context. This analysis arises against the backdrop of an ongoing activist campaign by Corvus Peak, which currently holds approximately 8.7% of AGMG's outstanding common shares (approximately 35,896,200 shares out of 412,600,000 shares outstanding). Corvus Peak has nominated three director candidates — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — for election at the Company's Annual General Meeting scheduled for June 7, 2024. In a public letter dated April 15, 2024, Corvus Peak criticized the Board's designation of Priya Nair-Whitfield as Interim CEO, characterizing it as a "predetermined outcome" that reflected an "insular board culture resistant to the change AGMG urgently requires." The activist's aggressive posture toward the internal candidate, combined with the circumstantial evidence of a relationship between its principal and the leading external candidate, provides the factual predicate for the concerns analyzed in this memorandum.

II. Background

A. Jonathan Hale — Professional Biography

Jonathan Hale, age 56, is the former Chairman and Chief Executive Officer of Meridian Studios International Inc. ("Meridian Studios"), a role he held from 2014 through 2022. During his tenure at Meridian Studios, Hale led a significant transformation of the company's operations, expanding its production slate, investing in international co-productions, and building out the company's direct-to-consumer digital distribution capabilities. His leadership culminated in the acquisition of Meridian Studios by Zenith Consolidated Entertainment Corp. ("Zenith") in 2022 for approximately $3.1 billion in a transaction that was widely regarded in the media industry as a premium outcome for Meridian Studios' shareholders.

Prior to joining Meridian Studios, Hale served as President of Broadcast & Cable at Solaris Media Group Inc. ("Solaris"), a diversified media conglomerate, where he oversaw the company's portfolio of broadcast and cable television networks. His career in the media industry spans approximately three decades and has included operational leadership roles in both content production and distribution.

Hale was identified as an external CEO candidate for AGMG by Hargrove Tate Partners LLC, the executive search firm retained by the Nominating and Governance Committee on March 15, 2024, under the direction of lead partner Christine Aldridge. Hale was one of five external candidates interviewed by the Special Committee on April 18, 2024. According to the feedback provided to our team, Hale's interview was well-received by several Committee members, who viewed him as a credible candidate with deep operational experience in media and entertainment.

Current board-level support for Hale's candidacy is as follows: Three of the ten pre-reconstitution Board directors support Hale as their preferred candidate — Tobias Kessler (who also serves as Chair of the Special Committee), Reginald Osei, and Dr. Anwen Llewellyn. One director, Garrett Voss (the Company's Chief Financial Officer), remains neutral or undecided. Four directors support the internal candidate, Priya Nair-Whitfield: Dame Elspeth Greenvale (Independent Non-Executive Chair), Lucinda Farrow-Grant, Hugh Pemberton, and Sofia Delgado-Ríos. The remaining two directors — Marcus Vane, who resigned effective March 8, 2024, and one vacancy — are not relevant to the current count.

B. Damien Solberg and Corvus Peak Capital Partners LP

Damien Solberg, age 53, is the Founding Partner and Chief Investment Officer of Corvus Peak Capital Partners LP. Solberg founded Corvus Peak in 2009 and has built the firm into one of the more prominent activist-oriented investment platforms focused on the media, entertainment, and telecommunications sectors. He is known in the industry for conducting in-depth operational analyses of portfolio companies and for advocating strategic changes — including management and board reconstitution — when he believes value is being unrealized.

Corvus Peak Capital Partners LP is a Delaware limited partnership with its general partner being Corvus Peak Management LLC. The firm maintains its principal office at 590 Lexington Avenue, 34th Floor, New York, New York 10022. As of its most recent regulatory filings, Corvus Peak manages assets under management of approximately $7.2 billion across multiple funds and investment vehicles.

Corvus Peak's stake in AGMG was initially disclosed in a Schedule 13D filing with the United States Securities and Exchange Commission ("SEC") on January 18, 2024, reflecting ownership of approximately 6.1% of AGMG's outstanding common shares. An amended Schedule 13D was filed on February 26, 2024, reflecting an increase in ownership to approximately 8.7%, or 35,896,200 shares, at an average cost basis of approximately $20.97 per share, representing a total investment of approximately $752.8 million. The filing identified the position as having been accumulated for investment purposes, while noting the filer's intent to engage with the Board regarding corporate governance, strategic direction, and capital allocation.

The campaign portfolio manager for Corvus Peak's AGMG investment is Erin Nakamura, age 39, who oversees the day-to-day management of the activist position and has been the primary point of contact between the fund and its external advisors in connection with the AGMG campaign.

Corvus Peak is represented in its AGMG activist campaign by the law firm Blackthorn Howell & Crane LLP, with Dominic Sayer serving as lead partner and Kathleen Bryce serving as lead associate. Corvus Peak's proxy solicitor is Falconer Strauss LLC, with partner Derek Huang leading the engagement.

C. The Hale-Solberg Relationship — Known Facts

Our investigation to date has identified the following facts establishing a pre-existing relationship between Jonathan Hale and Damien Solberg:

Shared Board Service at Keystone Digital Ventures Ltd. Both Hale and Solberg served as directors on the board of Keystone Digital Ventures Ltd., a private limited company organized in England and Wales. Keystone operates in the digital media and technology space and has been described in trade publications as a "next-generation media incubator" focused on emerging content formats and distribution technologies. Based on available records, both Hale and Solberg were appointed as directors, though the precise dates and duration of their overlapping board service have not yet been fully confirmed. Companies House filings for Keystone should disclose the appointment and resignation dates for each director, and we recommend that these filings be reviewed as part of the enhanced due diligence described in Section VI below. What is currently known is that Hale and Solberg served concurrently on the Keystone board for a period that appears to span at least several years, creating a sustained professional relationship rooted in shared fiduciary responsibility.

Media Reports of Association. Hale is described in publicly available media reports as a "known associate" of Solberg. While the precise basis for this characterization is not specified in the articles we have reviewed, the description is consistent with a relationship that extends beyond a single point of contact and suggests a pattern of professional interaction recognized within the media industry.

Corvus Peak's February 12, 2024 Demand Letter. On February 12, 2024, Corvus Peak delivered a letter to the AGMG Board of Directors demanding, among other things, the establishment of a "formal CEO succession plan" for the Company. This demand preceded Jonathan Hale's emergence as a candidate in the Hargrove Tate search process by over a month. The temporal relationship between the demand and Hale's subsequent candidacy raises the question of whether Corvus Peak — and Solberg personally — had already identified Hale as a desired candidate at the time the succession demand was made. While the demand letter does not reference Hale by name, the specificity and urgency of the call for a succession process, coming at a time when then-CEO Marcus Vane had not yet resigned, is consistent with a strategy predicated on the availability of a preferred alternative candidate.

Corvus Peak's April 15, 2024 Public Letter. Corvus Peak's April 15, 2024 public letter criticizing the Board's designation of Priya Nair-Whitfield as Interim CEO characterized the decision as a "predetermined outcome" and accused the Board of failing to conduct a genuine evaluation of external candidates. This language is consistent with a campaign strategy designed to clear the path for an alternative candidate who is aligned with the activist's preferences. While the letter does not name Hale, its timing — three days before Hale's interview with the Special Committee — is notable.

Absence of Formal Nomination or Endorsement. It is important to note that Corvus Peak has not formally nominated Jonathan Hale for the CEO position, nor has it publicly endorsed his candidacy. The connection between Corvus Peak's campaign and Hale's candidacy is indirect. However, the absence of a formal endorsement does not eliminate the concern; indeed, the absence of a public endorsement could reflect a deliberate strategy by Corvus Peak to maintain the appearance of arm's-length separation from its preferred candidate while working behind the scenes to advance his candidacy. The substantive significance of the indirect connection should not be understated.

D. Priya Nair-Whitfield — Internal Candidate (for Comparative Context)

For comparative purposes, and to provide the Special Committee with a complete picture, we briefly summarize the background of the internal candidate, Priya Nair-Whitfield. Nair-Whitfield, age 48, currently serves as Chief Operating Officer and Executive Director of AGMG. She is a twelve-year veteran of the Company, having joined in 2012 as Senior Vice President of Digital Strategy. She was promoted to Executive Vice President of Streaming in 2017, a role in which she led the successful launch of the Luminos streaming platform in 2019 — a strategic initiative that has since become a central pillar of AGMG's growth strategy. She was appointed COO in 2020.

Nair-Whitfield was designated Interim CEO effective March 8, 2024, upon the resignation of Marcus Vane. She holds an MBA from Ashford Business School and an undergraduate degree from Imperial College London. Based on our review, Nair-Whitfield has no known affiliations with any activist shareholder, hedge fund, or other third-party interest that could compromise her independence. Her candidacy, whatever its merits or limitations on operational grounds, does not raise the independence and conflict-of-interest concerns that are the subject of this memorandum.

III. Legal Framework for Independence Analysis

A. Delaware Fiduciary Duty Principles

AGMG is a public limited company organized under the laws of England and Wales, with its common shares listed on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange Main Market (ticker: AGMG.L). Although the Company is not a Delaware corporation, the Special Committee has determined — and we agree — that Delaware fiduciary duty principles provide the most relevant analytical framework for evaluating the Board's obligations in connection with the CEO succession process, given the Company's significant U.S. investor base, its NYSE listing, and the substantial body of Delaware case law addressing the fiduciary duties of directors in the context of contested succession decisions.

Duty of Care and Duty of Loyalty. Under Delaware law, directors owe the corporation and its shareholders a duty of care and a duty of loyalty. The duty of care requires directors to inform themselves of all material information reasonably available to them before making a business decision. Aronson v. Lewis, 473 A.2d 805 (Del. 1984). The duty of loyalty requires directors to act in the best interests of the corporation and its shareholders, and to refrain from self-dealing or from subordinating the interests of the corporation to the interests of any particular shareholder or third party. Guth v. Loft, Inc., 5 A.2d 503 (Del. 1939). In the CEO selection context, these duties require the Board to conduct a thorough, informed, and genuinely independent evaluation of all viable candidates, free from improper influence by any party — including activist shareholders.

Enhanced Scrutiny. Under Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986), and its progeny, Delaware courts apply enhanced scrutiny to board decisions where there is reason to believe that the directors may have been influenced by conflicts of interest, entrenchment motives, or other considerations that could compromise their ability to act solely in the interests of the corporation and its shareholders. While Revlon is most commonly associated with the sale-of-control context, the underlying principle — that board actions taken in the shadow of actual or potential conflicts require heightened judicial review — is applicable to the CEO succession context as well, particularly where the succession process is intertwined with an activist campaign. Courts have recognized that a board's selection of a CEO is one of its most consequential decisions and that the integrity of the process by which that decision is made is of paramount importance. See In re The Walt Disney Co. Derivative Litig., 906 A.2d 27 (Del. 2006) (emphasizing the importance of process in evaluating CEO compensation decisions).

Standard of Review. If the CEO succession decision is tainted by conflicts — for example, if the Board selects a candidate who is beholden to an activist shareholder that exerted improper influence over the process — the decision would be subject to review under the exacting "entire fairness" standard, which requires the Board to demonstrate that both the process leading to the decision and the substance of the decision were entirely fair to the corporation and its shareholders. Weinberger v. UOP, Inc., 457 A.2d 701 (Del. 1983). By contrast, if the process is cleansed by the informed, disinterested, and independent deliberation of a committee of directors who are free from conflicted influence, the decision would be entitled to the protection of the business judgment rule, under which courts will not second-guess the substantive merits of the Board's choice so long as the directors acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the company. Aronson, 473 A.2d at 812.

Importance of Independence in the Search Process. The critical takeaway for the Special Committee is that the Board must be able to demonstrate that the CEO search was conducted by directors who are independent and free from improper outside influence — particularly activist influence that could compromise the Board's obligation to act in the best interests of all shareholders, not merely the interests of a single, albeit significant, shareholder. If Jonathan Hale is perceived as a candidate effectively hand-picked by Corvus Peak, the selection process could be challenged as one that served the particular interests of an 8.7% shareholder rather than the interests of the corporation and all of its shareholders. Such a challenge, if successful, could result not only in injunctive relief preventing or unwinding the appointment, but also in personal liability for the directors who approved it.

B. NYSE Listed Company Manual — Independence Standards

As noted above, AGMG's common shares are listed on the New York Stock Exchange under ticker AGMG, with a secondary listing on the London Stock Exchange Main Market under ticker AGMG.L. The Company is therefore subject to the corporate governance requirements set forth in the NYSE Listed Company Manual.

Section 303A.02 — Independence Criteria. Section 303A.02 of the NYSE Listed Company Manual provides that a director is not "independent" unless the board of directors affirmatively determines that the director has no "material relationship" with the listed company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the company. The rule further provides that a board of directors must consider all relevant facts and circumstances in determining whether a director is independent. The commentary to Section 303A.02 identifies a number of specific relationships that preclude a finding of independence, including:

(i) Employment relationships: A director who is, or has been within the last three years, an employee of the listed company, or whose immediate family member is, or has been within the last three years, an executive officer of the company, is not independent.

(ii) Compensation received: A director who has received, or whose immediate family member has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the listed company (other than director and committee fees and certain pension or deferred compensation) is not independent.

(iii) Business relationships: A director who is a current partner or employee of a firm that is the listed company's internal or external auditor, or who was within the last three years a partner or employee of such a firm and personally worked on the company's audit during that time, is not independent.

(iv) Cross-service on boards: A director who is, or has been within the last three years, employed as an executive officer of another company where any of the listed company's present executive officers at the same time serves or served on that company's compensation committee is not independent.

Application to Hale. While the CEO is not required to be an "independent director" under NYSE rules — indeed, it is standard practice for the CEO to be classified as a non-independent director by virtue of his or her employment with the company — the independence analysis is nonetheless relevant to the current situation for two reasons. First, the Board must be able to demonstrate that the CEO selection process itself was free from conflicted influence; the independence of the process, rather than the independence of the candidate, is the central concern. Second, if Hale were later nominated as a director or appointed to a combined CEO/director role, his prior relationships — including his relationship with Solberg — would be subject to the independence analysis under Section 303A.02 and would need to be disclosed and evaluated.

The shared board service at Keystone Digital Ventures Ltd. constitutes a direct professional nexus between Hale and Solberg. While Keystone is not AGMG and the cross-directorship does not fall within the specific per se disqualifiers listed in Section 303A.02, it is precisely the type of relationship that the commentary to the rule instructs boards to consider under the broader "material relationship" standard. The nature of Hale's service on the Keystone board — including whether he received compensation for that service, whether Corvus Peak or any Solberg-affiliated entity held an equity interest in Keystone, and whether Hale and Solberg collaborated on any transactions or strategic initiatives at Keystone — should be investigated as part of the enhanced due diligence process.

C. Proxy Advisory Firm and Institutional Investor Expectations

Beyond the formal legal standards, the Special Committee should be mindful of the practical expectations of proxy advisory firms and the Company's institutional shareholder base, both of which will scrutinize the independence and integrity of the CEO succession process.

ISS and Tarrant Partners LLC. Cobalt Ridge Solutions ("ISS") and Adriatic Services Inc. ("Tarrant Partners LLC") — the two leading proxy advisory firms — both apply heightened scrutiny to the independence of CEO candidates in contested succession scenarios. In situations where an activist shareholder has launched a campaign targeting board composition and management leadership, these advisory firms evaluate whether the board conducted a genuinely independent search process and whether the selected candidate has any material affiliations with the activist. A finding by ISS or Tarrant Partners LLC that the selected CEO is perceived as an activist-aligned candidate could influence the advisory firms' recommendations on the Company's director slate at the June 7, 2024 Annual General Meeting and at future meetings, potentially tipping institutional votes in favor of the activist's nominees.

Institutional Shareholders. AGMG's register includes several significant institutional shareholders whose views on the CEO succession process will be important to the Board's ability to maintain credibility and support. Notable holders include Thorne Capital Management LP (approximately 6.3% of outstanding shares), Ridgeway Asset Management Ltd. (approximately 5.1%), and Windermere Pension Trust (approximately 4.4%). These institutional investors will evaluate whether the Board conducted a process that reflects genuine independence and rigorous evaluation of all candidates. To the extent that these investors perceive the CEO appointment as an activist-driven outcome — rather than a Board-driven decision made in the best interests of all shareholders — their support for the incumbent Board could erode, potentially strengthening Corvus Peak's hand in the proxy contest for the June 7 AGM and beyond.

The risk is not merely theoretical. Appointing a candidate perceived as allied with the activist could undermine the Board's credibility with its broader shareholder base, even if it satisfies Corvus Peak in the short term. The Board's long-term governance authority depends on maintaining the confidence of the full spectrum of the Company's shareholders, not merely its most vocal one.

IV. Detailed Analysis of Independence Concerns

A. Shared Board Service at Keystone Digital Ventures Ltd.

The most significant factual predicate for the independence concern is the shared board service of Hale and Solberg at Keystone Digital Ventures Ltd. We address this relationship in detail.

Nature of the Entity. Keystone Digital Ventures Ltd. is a private limited company organized under the laws of England and Wales. Based on available public information and trade press reporting, Keystone operates in the digital media and technology space, with a focus on incubating and investing in emerging content formats, distribution technologies, and digital-native media brands. The company has been described as a "next-generation media incubator" and appears to have attracted investment from a range of media-industry participants, technology investors, and venture capital funds.

Governance Relationship. The fact that Hale and Solberg both served as directors of Keystone establishes a direct governance relationship between them. Service on a corporate board of directors is not a casual or arm's-length interaction; it entails shared fiduciary obligations to the company and its shareholders, regular participation in board meetings (typically quarterly or more frequently), and collaboration on matters of strategy, capital allocation, executive compensation, and corporate governance. Directors who serve together develop a working relationship built on mutual trust, aligned investment theses, and sustained personal interaction. These are precisely the qualities that, while valuable in the context of the entity on whose board the directors serve, create an independence concern when one director is subsequently evaluated as a candidate for a position at a company in which the other director's fund has a significant activist stake.

Implications for the AGMG Context. The board service at Keystone implies that Hale and Solberg share a pre-existing relationship of trust and professional alignment. This does not mean that Hale would necessarily subordinate AGMG's interests to Solberg's preferences if appointed CEO; but it does mean that Hale cannot credibly be characterized as a candidate who has no pre-existing ties to the activist shareholder. The Special Committee should presume that, if appointed, Hale would begin his tenure as CEO with a relationship to Corvus Peak's principal that other internal and external candidates do not share — and that this relationship would be known to the market, to the proxy advisory firms, and to AGMG's institutional shareholder base.

Questions for Further Investigation. Two specific questions warrant further investigation in connection with the Keystone relationship:

First, was Solberg involved in any investment by Corvus Peak or an affiliated entity in Keystone Digital Ventures Ltd.? If Corvus Peak or a Solberg-affiliated vehicle held an equity interest in Keystone, the relationship between Hale and Solberg would carry an additional financial dimension beyond the governance nexus. Hale's service as a director of a company in which Solberg's fund was an investor would suggest a patron-client or sponsor-appointee dynamic that would significantly deepen the independence concern.

Second, did Hale's service on the Keystone board overlap with Solberg's involvement in any media-sector activist campaigns? If Solberg was simultaneously pursuing activist campaigns at other media companies while serving alongside Hale on the Keystone board, it would suggest that Hale was operating within Solberg's professional orbit during the very period when Solberg was developing the relationships and expertise that now inform his activist campaign at AGMG.

B. Circumstantial Evidence of Coordination

Beyond the direct governance nexus at Keystone, several pieces of circumstantial evidence suggest that Corvus Peak may have played a role — direct or indirect — in advancing Hale's candidacy.

Timeline Analysis. The chronology of events is consistent with a coordinated strategy:

• January 18, 2024: Corvus Peak files its initial Schedule 13D disclosing a 6.1% stake in AGMG.

• February 12, 2024: Corvus Peak delivers a demand letter to the AGMG Board calling for a "formal CEO succession plan." At the time of this demand, Marcus Vane had not yet resigned as CEO, and there was no publicly known vacancy to fill. The specificity and urgency of the demand suggest that Corvus Peak had already identified the CEO position as a strategic objective — and potentially had already identified a preferred candidate.

• February 26, 2024: Corvus Peak files an amended Schedule 13D reflecting an increase in its stake to 8.7%.

• March 8, 2024: Marcus Vane resigns as CEO; Priya Nair-Whitfield is designated Interim CEO by the Board.

• March 15, 2024: The Nominating and Governance Committee retains Hargrove Tate Partners LLC to conduct an external CEO search.

• April 15, 2024: Corvus Peak publishes a public letter criticizing the Nair-Whitfield Interim CEO designation as a "predetermined outcome."

• April 18, 2024: Hale is interviewed by the Special Committee as one of five external candidates.

The question the Special Committee should ask is whether Hale was already known to Corvus Peak as a desired candidate at the time the February 12 succession demand was made. If so, the demand letter was not merely a generic call for improved governance; it was the opening move in a strategy designed to engineer the appointment of a specific individual to the CEO role — an individual with whom Solberg had a pre-existing professional relationship.

Corvus Peak's April 15 Letter. The April 15, 2024 public letter criticizing the Nair-Whitfield designation is particularly noteworthy. The letter's characterization of Nair-Whitfield's appointment as a "predetermined outcome" necessarily implies that the activist had an alternative outcome in mind. The letter does not name a preferred candidate, but its rhetorical structure — attacking the internal candidate while calling for a genuine external search — is consistent with a strategy designed to clear the path for a candidate aligned with the activist's preferences. Read in conjunction with the Hale-Solberg relationship, the letter supports the inference that Corvus Peak's campaign has been oriented, at least in part, toward advancing Hale's candidacy.

Factional Alignment on the Board. The current alignment of Board support is also circumstantially relevant. Three of the directors who support Hale's candidacy — Tobias Kessler, Reginald Osei, and Dr. Anwen Llewellyn — are not aligned with the faction supporting Nair-Whitfield (Dame Elspeth Greenvale, Lucinda Farrow-Grant, Hugh Pemberton, and Sofia Delgado-Ríos). While this factional alignment is not, standing alone, evidence of improper coordination, it is consistent with a scenario in which Corvus Peak has cultivated support for Hale among certain directors — whether through direct communication, through the influence of shared professional networks, or through the broader dynamics of the activist campaign. The Special Committee should be attentive to the possibility that Corvus Peak's public campaign has been complemented by private outreach to individual directors.

Hargrove Tate's Identification of Hale. A critical factual question that remains unresolved is how Jonathan Hale came to be included in the Hargrove Tate search process. The Special Committee should confirm with Christine Aldridge, the lead partner at Hargrove Tate, whether Hale was independently sourced by the search firm through its standard candidate identification process, or whether his name was introduced by any board member, shareholder, or external party. If Hale's name was introduced by a board member who had been in contact with Corvus Peak, or by a third party acting at Corvus Peak's behest, the integrity of the search process would be materially compromised.

C. Hale's Prior Professional Context

Jonathan Hale's career in the media industry has been conducted in the same ecosystem in which Solberg's fund invests, and this overlap warrants further scrutiny.

Meridian Studios International. As CEO of Meridian Studios International from 2014 to 2022, Hale oversaw the company's $3.1 billion acquisition by Zenith Consolidated Entertainment Corp. The Special Committee should investigate whether Corvus Peak or any Solberg-affiliated entity held a position in Meridian Studios during or preceding that transaction. If Corvus Peak was an investor in Meridian Studios during Hale's tenure as CEO, it would establish a prior financial relationship between Hale and Solberg's fund that extends well beyond shared board service at Keystone. Even if Corvus Peak did not hold a direct position in Meridian Studios, the possibility that Solberg followed the company — and formed a favorable impression of Hale's leadership — is consistent with the inference that Solberg subsequently promoted Hale as a candidate for the AGMG CEO role.

Solaris Media Group. Hale's earlier role as President of Broadcast & Cable at Solaris Media Group Inc. further situates him within the media-industry ecosystem that constitutes the primary focus of Corvus Peak's investment strategy. While a shared industry focus does not, by itself, create a conflict, it does increase the likelihood that Hale and Solberg have interacted in professional settings — industry conferences, advisory relationships, mutual professional contacts, and the informal networks that characterize a concentrated industry. The Special Committee should assess the extent and depth of these overlapping professional ties.

D. Implications for the Integrity of the CEO Search Process

The concerns identified above are not merely academic; they carry significant practical consequences for the Board and the Company.

Litigation Risk. If Hale is selected as CEO and it is later revealed that Corvus Peak played a role — direct or indirect — in his candidacy, the Board could face allegations that the search process was a sham or that the result was a negotiated concession to the activist. A shareholder could bring a derivative action under Delaware law (or under English law, given AGMG's jurisdiction of incorporation) alleging that the Board breached its fiduciary duties by selecting a conflicted candidate without adequate process. Under the "entire fairness" standard that would likely apply in such circumstances, the Board would bear the burden of demonstrating that both the process and the outcome were entirely fair — a heavy burden that could result in personal liability for the directors who approved the appointment.

Reputational Risk. Even absent litigation, the perception that the CEO appointment was an activist-driven outcome could undermine management credibility and destabilize the company. If the market, the media, and AGMG's employees perceive the new CEO as a Corvus Peak proxy, the new CEO's ability to lead the company effectively — to set strategy, to make independent decisions, to build trust with the management team and the Board — would be compromised from the outset. The reputational consequences could extend beyond the CEO appointment itself, affecting the Company's ability to attract and retain talent, to negotiate transactions, and to maintain the confidence of its broader shareholder base.

Proxy Contest Implications. The CEO succession process is intertwined with the June 7, 2024 proxy contest. If the Board selects Hale, Corvus Peak may claim credit for the appointment and use it to argue that its broader campaign — including the election of its three director nominees — has been vindicated. Conversely, if the Board selects Nair-Whitfield, Corvus Peak will likely argue that the Board ignored the activist's legitimate concerns and entrenched an internal candidate. In either scenario, the Board's handling of the succession process will be scrutinized by proxy advisory firms and institutional shareholders. The Special Committee's best defense against both outcomes is to demonstrate that the process was rigorous, independent, and untainted by improper influence from any quarter — which requires that the concerns about Hale's relationship with Solberg be thoroughly investigated and resolved.

V. Assessment of Whether Hale Is "Truly Independent"

Based on the facts currently available, Calderwood & Harkness concludes that Jonathan Hale cannot be characterized as a "truly independent" external candidate for the CEO position at Aurelius Global Media Group PLC.

The shared board service at Keystone Digital Ventures Ltd. with Damien Solberg establishes a material pre-existing professional relationship between the external CEO candidate and the founding partner and chief investment officer of the Company's most prominent activist shareholder. This relationship is not incidental or attenuated; it is rooted in shared fiduciary obligations, regular personal interaction, and mutual professional alignment in the media-industry sector. The circumstantial evidence of coordination between Corvus Peak's campaign strategy and Hale's emergence as a candidate — including the temporal relationship between the February 12 succession demand and Hale's candidacy, the April 15 public letter attacking the internal candidate, and the factional alignment of Board support — reinforces the concern that Hale's candidacy may not be the product of a genuinely independent search process.

We emphasize that the relationship does not rise to the level of a per se disqualification. There is no evidence, at this stage, that Hale has entered into any formal agreement or understanding with Corvus Peak regarding his candidacy for the AGMG CEO role. There is no evidence that Hale has received compensation from Corvus Peak in connection with his candidacy. And there is no evidence that Hale has committed to any specific course of action at AGMG that would serve Corvus Peak's interests at the expense of other shareholders. These are facts that the enhanced due diligence process is designed to ascertain.

However, the absence of evidence of a formal arrangement does not eliminate the concern. The relationship between Hale and Solberg creates a significant appearance problem: even if Hale were to act with complete independence as CEO, the market, the proxy advisory firms, and the Company's institutional shareholders would reasonably question whether his decisions were influenced — consciously or unconsciously — by his pre-existing relationship with the Company's most prominent activist investor. And the relationship creates a substantive conflict risk: the possibility that Hale, having been advanced by Corvus Peak's campaign, would feel a sense of obligation to Solberg and Corvus Peak that could influence his judgment on matters of strategic direction, capital allocation, and board composition.

Appointing Hale without thorough investigation and disclosure of the relationship would be inconsistent with the Special Committee's fiduciary obligations and could expose directors to personal liability. The Special Committee owes a duty to the corporation and all of its shareholders to satisfy itself — through a rigorous and well-documented process — that any candidate selected for the CEO role is capable of serving with independence and in the best interests of the Company as a whole, not merely in the interests of a single activist shareholder.

VI. Recommendations

A. Enhanced Due Diligence

We recommend that the Special Committee undertake the following enhanced due diligence measures before making any further determination regarding Jonathan Hale's candidacy:

1. Conflict-of-Interest Questionnaire. The Special Committee should require Hale to complete a detailed conflict-of-interest questionnaire disclosing all direct and indirect relationships with Damien Solberg, Corvus Peak Capital Partners LP, Corvus Peak Management LLC, and any entities affiliated with Solberg or Corvus Peak. The questionnaire should cover, at a minimum, the following categories: (a) shared board service, advisory roles, or other governance relationships; (b) financial interests, including any direct or indirect investment in Corvus Peak funds, any compensation received from Corvus Peak or any Solberg-affiliated entity, and any equity interest in any entity in which Corvus Peak has invested; (c) communications with Solberg, Erin Nakamura, or any other Corvus Peak representative regarding AGMG, the AGMG CEO position, or any aspect of Corvus Peak's activist campaign; and (d) any understanding, arrangement, or expectation — whether written or oral, formal or informal — regarding Hale's candidacy for the AGMG CEO role.

2. Direct Interview of Hale. The Special Committee should conduct a direct interview of Hale specifically addressing the independence and conflict-of-interest issues identified in this memorandum. The interview should cover the following topics:

(a) The nature and duration of Hale's relationship with Solberg, including the circumstances under which they first met, the nature and frequency of their interactions, and the current status of their relationship.

(b) All communications between Hale and Solberg, Nakamura, or any other Corvus Peak representative regarding the AGMG CEO position, including any discussions of the possibility that Hale might be a candidate, any discussions of AGMG's strategic direction or governance, and any discussions of Corvus Peak's activist campaign at AGMG.

(c) Any understanding, arrangement, or expectation — whether explicit or implicit — regarding Hale's candidacy for the AGMG CEO role, including any discussion of what Corvus Peak would expect from Hale if he were appointed CEO.

(d) Any financial interest that Hale holds, directly or indirectly, in Corvus Peak's investment in AGMG, including any co-investment arrangement, profit-sharing arrangement, or other financial incentive tied to the outcome of Corvus Peak's activist campaign.

3. Confirmation from Hargrove Tate Partners. The Special Committee should request that Hargrove Tate Partners LLC, through lead partner Christine Aldridge, confirm in writing whether Jonathan Hale was independently sourced by the search firm through its standard candidate identification process, or whether his name was introduced by any board member, shareholder, or external party. If Hale's name was introduced by a third party, Hargrove Tate should identify the source and the circumstances of the introduction.

4. Review of Keystone Digital Ventures Ltd. Corporate Filings. The Special Committee should direct Calderwood & Harkness to obtain and review the corporate filings of Keystone Digital Ventures Ltd. from Companies House (the official register of companies in England and Wales). These filings should disclose the appointment and resignation dates for Hale and Solberg as directors, any equity interests held by either individual or their affiliated entities, and any significant corporate transactions in which both were involved. This review will allow the Special Committee to confirm the precise dates and duration of the shared board service and to identify any additional financial or governance relationships between Hale and Solberg at Keystone.

B. Process Safeguards

In addition to the enhanced due diligence measures described above, we recommend the following process safeguards:

1. Documentation of Deliberations. If the Special Committee decides to continue evaluating Hale after enhanced due diligence is completed, the Committee should ensure that its deliberations and the basis for any decision are thoroughly documented in contemporaneous minutes and memoranda. This documentation should reflect the Committee's consideration of the independence concerns identified in this memorandum, the results of the enhanced due diligence, and the Committee's reasons for concluding that Hale is — or is not — an appropriate candidate notwithstanding his relationship with Solberg. A well-documented record of an informed and deliberate decision-making process is the most effective defense against a subsequent fiduciary duty challenge.

2. Independent Background Investigation. The Special Committee should consider retaining an independent background investigation firm — separate from Hargrove Tate Partners — to supplement the search firm's standard due diligence on Hale. An independent investigation firm can conduct a more comprehensive review of Hale's professional history, financial interests, and personal relationships, including any connections to Corvus Peak or Solberg that may not be apparent from publicly available sources.

3. Parallel Evaluation of All Candidates. The Special Committee should ensure that its evaluation of Hale is conducted in parallel with a continued robust evaluation of Priya Nair-Whitfield and the other external candidates identified by Hargrove Tate. Narrowing the process to a single candidate — particularly an activist-preferred candidate — before all due diligence has been completed would create an appearance that the process has been captured by Corvus Peak and would undermine the Committee's ability to demonstrate independence and thoroughness.

C. Disclosure Considerations

1. SEC and Proxy Disclosure. If Jonathan Hale is ultimately selected as CEO, the Board should consider disclosure of the Hale-Solberg relationship in the Company's SEC filings, including any Form 8-K announcing the appointment, and in any proxy materials distributed in connection with the June 7, 2024 Annual General Meeting or any subsequent meeting at which the CEO appointment is relevant. The disclosure should describe the nature and extent of the relationship, the Special Committee's investigation of the relationship, and the Committee's conclusions regarding Hale's ability to serve independently. Proactive and transparent disclosure is the most effective means of mitigating the risk of a subsequent challenge based on the failure to disclose material information.

2. Consequences of Non-Disclosure. Failure to disclose a known material relationship between the CEO and the founding partner of the Company's most prominent activist shareholder could expose the Board to shareholder litigation alleging that the appointment was made on the basis of incomplete or misleading disclosure, and to regulatory scrutiny from the SEC and, potentially, the Financial Conduct Authority in the United Kingdom. The costs of defending such litigation and scrutiny — both financial and reputational — would far exceed the costs of proactive disclosure.

D. Communication with Corvus Peak

1. Preservation of Privilege. The Special Committee should not communicate the contents of this memorandum or the Committee's deliberations regarding Hale to Corvus Peak or its counsel, Blackthorn Howell & Crane LLP (Dominic Sayer and Kathleen Bryce). This analysis is protected by the attorney-client privilege and the attorney work product doctrine, and any disclosure to Corvus Peak or its representatives — whether intentional or inadvertent — could result in a waiver of those protections. All members of the Special Committee, as well as Dame Elspeth Greenvale and Nadine Khalil (who are receiving this memorandum in their respective capacities), should be reminded of the obligation to maintain the confidentiality of privileged communications.

2. Settlement Discussions. If settlement discussions with Corvus Peak arise or resume in the future — including discussions that may involve the identity of CEO candidates — the Special Committee should be prepared to address the Hale conflict issue directly. The Committee should not agree to any settlement framework that would commit the Board to appointing a specific CEO candidate, as any such commitment would constitute an improper delegation of the Board's fiduciary duty to select the CEO in the best interests of the corporation and all shareholders. If Corvus Peak raises Hale's candidacy in the context of settlement discussions, the Committee should respond that the Board is conducting a thorough and independent evaluation of all candidates and that the outcome of that process will be determined by the Board in the exercise of its fiduciary judgment.

VII. Conclusion

The relationship between Jonathan Hale and Damien Solberg, centered on their shared board service at Keystone Digital Ventures Ltd. and reinforced by circumstantial evidence of coordination with Corvus Peak Capital Partners LP's activist campaign at AGMG, raises material concerns about Hale's ability to serve as a truly independent external CEO candidate for Aurelius Global Media Group PLC. The relationship is material and multifaceted, encompassing a direct governance nexus, overlapping professional networks, and a pattern of campaign activity by Corvus Peak that is consistent with a strategy designed to advance Hale's candidacy.

Calderwood & Harkness LLP recommends that the Special Committee undertake the enhanced due diligence measures outlined in Section VI.A of this memorandum before making any further determination regarding Hale's candidacy. We further recommend that the Committee implement the process safeguards described in Section VI.B to ensure that its deliberations are thoroughly documented and that the evaluation of all candidates proceeds in parallel and without the appearance of a predetermined outcome. The Committee should also give careful consideration to the disclosure and communication issues addressed in Sections VI.C and VI.D.

We remain available to discuss this analysis at the Special Committee's next meeting, to assist with the recommended due diligence steps, and to advise the Committee as its deliberations continue. We are prepared to update this memorandum as additional facts become available through the enhanced due diligence process.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower Partner

By: ________

Audrey Zhou Associate

DISTRIBUTION AND PRIVILEGE NOTICE

This memorandum is a privileged and confidential attorney-client communication and attorney work product prepared by Calderwood & Harkness LLP, 787 Seventh Avenue, New York, New York 10019, for the Special Committee of the Board of Directors of Aurelius Global Media Group PLC. It is furnished solely for the use of the Special Committee and the individuals identified on the distribution list above in connection with Calderwood & Harkness LLP Matter No. 1017-00002.

This memorandum contains the legal analysis, conclusions, and recommendations of counsel and is protected from disclosure by the attorney-client privilege, the attorney work product doctrine, and any other applicable privilege or protection. The information contained herein is strictly confidential and is not to be distributed, copied, or disclosed to any person or entity — including other directors, officers, employees, or agents of Aurelius Global Media Group PLC who are not identified on the distribution list — without the prior written authorization of Calderwood & Harkness LLP. Any unauthorized disclosure may result in a waiver of applicable privileges and protections.

Recipients of this memorandum should take all reasonable steps to preserve its confidentiality, including by limiting access to the physical and electronic copies of this document, refraining from discussing its contents in the presence of individuals who are not authorized recipients, and promptly notifying Calderwood & Harkness LLP of any actual or suspected unauthorized disclosure.

Matter No. 1017-00002

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, New York 10019
Matter No.: 1017-00002
Date: April 19, 2024
MEMORANDUM
TO: Special Committee of the Board of Directors of Aurelius Global Media Group PLC
Tobias Kessler, Chair Lucinda Farrow-Grant Dr. Anwen Llewellyn
CC: Dame Elspeth Greenvale, Independent Non-Executive Chair Nadine Khalil, General Counsel & Corporate Secretary (non-voting board attendee)
FROM: Nathaniel Bower, Responsible Partner Audrey Zhou, Lead Associate
RE: Conflicts of Interest Analysis — Jonathan Hale's Relationship with Damien Solberg and Corvus Peak Capital Partners LP
I. Executive Summary
The purpose of this memorandum is to assess whether Jonathan Hale's pre-existing relationship with Damien Solberg, Founding Partner and Chief Investment Officer of Corvus Peak Capital Partners LP ("Corvus Peak"), compromises Hale's ability to serve as a "truly independent" external candidate for the position of Chief Executive Officer of Aurelius Global Media Group PLC ("AGMG" or the "Company"). This memorandum has been prepared at the request of the Special Committee of the Board of Directors (the "Special Committee") and is intended to inform the Committee's deliberations as it evaluates candidates for the permanent CEO role.
Core Finding. Based on our review of the facts currently available, the relationship between Hale and Solberg is material and multifaceted. It includes, at a minimum, shared board service at Keystone Digital Ventures Ltd. ("Keystone"), a privately held company organized in England and Wales operating in the digital media and technology sector. Beyond that direct governance nexus, the relationship encompasses overlapping professional networks within the media industry and circumstantial evidence suggesting that Corvus Peak may have been instrumental — directly or indirectly — in advancing Hale's candidacy before the Special Committee. Taken together, these facts raise material concerns about Hale's ability to serve as an independent external candidate, untethered from activist influence.
Practical Recommendation. We recommend that the Special Committee undertake enhanced due diligence before advancing Hale's candidacy further. This enhanced due diligence should include, at a minimum: (i) requiring Hale to complete a detailed conflict-of-interest questionnaire disclosing all direct and indirect relationships with Solberg, Corvus Peak, and any affiliated entities; (ii) conducting a direct interview of Hale by the Special Committee specifically addressing the nature and extent of his relationship with Solberg and Corvus Peak and any communications regarding the AGMG CEO position; (iii) confirming with Hargrove Tate Partners LLC ("Hargrove Tate"), the executive search firm retained by the Nominating and Governance Committee, whether Hale was independently sourced or whether his name was introduced by a board member, shareholder, or third party; and (iv) reviewing available corporate filings for Keystone Digital Ventures Ltd. to confirm the dates and nature of Hale's and Solberg's board service. The Special Committee should also consider whether proceeding with Hale's candidacy — absent satisfactory resolution of the concerns identified herein — could expose the Board to allegations that it has effectively ceded the CEO succession process to an activist shareholder.
Context. This analysis arises against the backdrop of an ongoing activist campaign by Corvus Peak, which currently holds approximately 8.7% of AGMG's outstanding common shares (approximately 35,896,200 shares out of 412,600,000 shares outstanding). Corvus Peak has nominated three director candidates — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — for election at the Company's Annual General Meeting scheduled for June 7, 2024. In a public letter dated April 15, 2024, Corvus Peak criticized the Board's designation of Priya Nair-Whitfield as Interim CEO, characterizing it as a "predetermined outcome" that reflected an "insular board culture resistant to the change AGMG urgently requires." The activist's aggressive posture toward the internal candidate, combined with the circumstantial evidence of a relationship between its principal and the leading external candidate, provides the factual predicate for the concerns analyzed in this memorandum.
II. Background
A. Jonathan Hale — Professional Biography
Jonathan Hale, age 56, is the former Chairman and Chief Executive Officer of Meridian Studios International Inc. ("Meridian Studios"), a role he held from 2014 through 2022. During his tenure at Meridian Studios, Hale led a significant transformation of the company's operations, expanding its production slate, investing in international co-productions, and building out the company's direct-to-consumer digital distribution capabilities. His leadership culminated in the acquisition of Meridian Studios by Zenith Consolidated Entertainment Corp. ("Zenith") in 2022 for approximately $3.1 billion in a transaction that was widely regarded in the media industry as a premium outcome for Meridian Studios' shareholders.
Prior to joining Meridian Studios, Hale served as President of Broadcast & Cable at Solaris Media Group Inc. ("Solaris"), a diversified media conglomerate, where he oversaw the company's portfolio of broadcast and cable television networks. His career in the media industry spans approximately three decades and has included operational leadership roles in both content production and distribution.
Hale was identified as an external CEO candidate for AGMG by Hargrove Tate Partners LLC, the executive search firm retained by the Nominating and Governance Committee on March 15, 2024, under the direction of lead partner Christine Aldridge. Hale was one of five external candidates interviewed by the Special Committee on April 18, 2024. According to the feedback provided to our team, Hale's interview was well-received by several Committee members, who viewed him as a credible candidate with deep operational experience in media and entertainment.
Current board-level support for Hale's candidacy is as follows: Three of the ten pre-reconstitution Board directors support Hale as their preferred candidate — Tobias Kessler (who also serves as Chair of the Special Committee), Reginald Osei, and Dr. Anwen Llewellyn. One director, Garrett Voss (the Company's Chief Financial Officer), remains neutral or undecided. Four directors support the internal candidate, Priya Nair-Whitfield: Dame Elspeth Greenvale (Independent Non-Executive Chair), Lucinda Farrow-Grant, Hugh Pemberton, and Sofia Delgado-Ríos. The remaining two directors — Marcus Vane, who resigned effective March 8, 2024, and one vacancy — are not relevant to the current count.
B. Damien Solberg and Corvus Peak Capital Partners LP
Damien Solberg, age 53, is the Founding Partner and Chief Investment Officer of Corvus Peak Capital Partners LP. Solberg founded Corvus Peak in 2009 and has built the firm into one of the more prominent activist-oriented investment platforms focused on the media, entertainment, and telecommunications sectors. He is known in the industry for conducting in-depth operational analyses of portfolio companies and for advocating strategic changes — including management and board reconstitution — when he believes value is being unrealized.
Corvus Peak Capital Partners LP is a Delaware limited partnership with its general partner being Corvus Peak Management LLC. The firm maintains its principal office at 590 Lexington Avenue, 34th Floor, New York, New York 10022. As of its most recent regulatory filings, Corvus Peak manages assets under management of approximately $7.2 billion across multiple funds and investment vehicles.
Corvus Peak's stake in AGMG was initially disclosed in a Schedule 13D filing with the United States Securities and Exchange Commission ("SEC") on January 18, 2024, reflecting ownership of approximately 6.1% of AGMG's outstanding common shares. An amended Schedule 13D was filed on February 26, 2024, reflecting an increase in ownership to approximately 8.7%, or 35,896,200 shares, at an average cost basis of approximately $20.97 per share, representing a total investment of approximately $752.8 million. The filing identified the position as having been accumulated for investment purposes, while noting the filer's intent to engage with the Board regarding corporate governance, strategic direction, and capital allocation.
The campaign portfolio manager for Corvus Peak's AGMG investment is Erin Nakamura, age 39, who oversees the day-to-day management of the activist position and has been the primary point of contact between the fund and its external advisors in connection with the AGMG campaign.
Corvus Peak is represented in its AGMG activist campaign by the law firm Blackthorn Howell & Crane LLP, with Dominic Sayer serving as lead partner and Kathleen Bryce serving as lead associate. Corvus Peak's proxy solicitor is Falconer Strauss LLC, with partner Derek Huang leading the engagement.
C. The Hale-Solberg Relationship — Known Facts
Our investigation to date has identified the following facts establishing a pre-existing relationship between Jonathan Hale and Damien Solberg:
Shared Board Service at Keystone Digital Ventures Ltd. Both Hale and Solberg served as directors on the board of Keystone Digital Ventures Ltd., a private limited company organized in England and Wales. Keystone operates in the digital media and technology space and has been described in trade publications as a "next-generation media incubator" focused on emerging content formats and distribution technologies. Based on available records, both Hale and Solberg were appointed as directors, though the precise dates and duration of their overlapping board service have not yet been fully confirmed. Companies House filings for Keystone should disclose the appointment and resignation dates for each director, and we recommend that these filings be reviewed as part of the enhanced due diligence described in Section VI below. What is currently known is that Hale and Solberg served concurrently on the Keystone board for a period that appears to span at least several years, creating a sustained professional relationship rooted in shared fiduciary responsibility.
Media Reports of Association. Hale is described in publicly available media reports as a "known associate" of Solberg. While the precise basis for this characterization is not specified in the articles we have reviewed, the description is consistent with a relationship that extends beyond a single point of contact and suggests a pattern of professional interaction recognized within the media industry.
Corvus Peak's February 12, 2024 Demand Letter. On February 12, 2024, Corvus Peak delivered a letter to the AGMG Board of Directors demanding, among other things, the establishment of a "formal CEO succession plan" for the Company. This demand preceded Jonathan Hale's emergence as a candidate in the Hargrove Tate search process by over a month. The temporal relationship between the demand and Hale's subsequent candidacy raises the question of whether Corvus Peak — and Solberg personally — had already identified Hale as a desired candidate at the time the succession demand was made. While the demand letter does not reference Hale by name, the specificity and urgency of the call for a succession process, coming at a time when then-CEO Marcus Vane had not yet resigned, is consistent with a strategy predicated on the availability of a preferred alternative candidate.
Corvus Peak's April 15, 2024 Public Letter. Corvus Peak's April 15, 2024 public letter criticizing the Board's designation of Priya Nair-Whitfield as Interim CEO characterized the decision as a "predetermined outcome" and accused the Board of failing to conduct a genuine evaluation of external candidates. This language is consistent with a campaign strategy designed to clear the path for an alternative candidate who is aligned with the activist's preferences. While the letter does not name Hale, its timing — three days before Hale's interview with the Special Committee — is notable.
Absence of Formal Nomination or Endorsement. It is important to note that Corvus Peak has not formally nominated Jonathan Hale for the CEO position, nor has it publicly endorsed his candidacy. The connection between Corvus Peak's campaign and Hale's candidacy is indirect. However, the absence of a formal endorsement does not eliminate the concern; indeed, the absence of a public endorsement could reflect a deliberate strategy by Corvus Peak to maintain the appearance of arm's-length separation from its preferred candidate while working behind the scenes to advance his candidacy. The substantive significance of the indirect connection should not be understated.
D. Priya Nair-Whitfield — Internal Candidate (for Comparative Context)
For comparative purposes, and to provide the Special Committee with a complete picture, we briefly summarize the background of the internal candidate, Priya Nair-Whitfield. Nair-Whitfield, age 48, currently serves as Chief Operating Officer and Executive Director of AGMG. She is a twelve-year veteran of the Company, having joined in 2012 as Senior Vice President of Digital Strategy. She was promoted to Executive Vice President of Streaming in 2017, a role in which she led the successful launch of the Luminos streaming platform in 2019 — a strategic initiative that has since become a central pillar of AGMG's growth strategy. She was appointed COO in 2020.
Nair-Whitfield was designated Interim CEO effective March 8, 2024, upon the resignation of Marcus Vane. She holds an MBA from Ashford Business School and an undergraduate degree from Imperial College London. Based on our review, Nair-Whitfield has no known affiliations with any activist shareholder, hedge fund, or other third-party interest that could compromise her independence. Her candidacy, whatever its merits or limitations on operational grounds, does not raise the independence and conflict-of-interest concerns that are the subject of this memorandum.
III. Legal Framework for Independence Analysis
A. Delaware Fiduciary Duty Principles
AGMG is a public limited company organized under the laws of England and Wales, with its common shares listed on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange Main Market (ticker: AGMG.L). Although the Company is not a Delaware corporation, the Special Committee has determined — and we agree — that Delaware fiduciary duty principles provide the most relevant analytical framework for evaluating the Board's obligations in connection with the CEO succession process, given the Company's significant U.S. investor base, its NYSE listing, and the substantial body of Delaware case law addressing the fiduciary duties of directors in the context of contested succession decisions.
Duty of Care and Duty of Loyalty. Under Delaware law, directors owe the corporation and its shareholders a duty of care and a duty of loyalty. The duty of care requires directors to inform themselves of all material information reasonably available to them before making a business decision. Aronson v. Lewis, 473 A.2d 805 (Del. 1984). The duty of loyalty requires directors to act in the best interests of the corporation and its shareholders, and to refrain from self-dealing or from subordinating the interests of the corporation to the interests of any particular shareholder or third party. Guth v. Loft, Inc., 5 A.2d 503 (Del. 1939). In the CEO selection context, these duties require the Board to conduct a thorough, informed, and genuinely independent evaluation of all viable candidates, free from improper influence by any party — including activist shareholders.
Enhanced Scrutiny. Under Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986), and its progeny, Delaware courts apply enhanced scrutiny to board decisions where there is reason to believe that the directors may have been influenced by conflicts of interest, entrenchment motives, or other considerations that could compromise their ability to act solely in the interests of the corporation and its shareholders. While Revlon is most commonly associated with the sale-of-control context, the underlying principle — that board actions taken in the shadow of actual or potential conflicts require heightened judicial review — is applicable to the CEO succession context as well, particularly where the succession process is intertwined with an activist campaign. Courts have recognized that a board's selection of a CEO is one of its most consequential decisions and that the integrity of the process by which that decision is made is of paramount importance. See In re The Walt Disney Co. Derivative Litig., 906 A.2d 27 (Del. 2006) (emphasizing the importance of process in evaluating CEO compensation decisions).
Standard of Review. If the CEO succession decision is tainted by conflicts — for example, if the Board selects a candidate who is beholden to an activist shareholder that exerted improper influence over the process — the decision would be subject to review under the exacting "entire fairness" standard, which requires the Board to demonstrate that both the process leading to the decision and the substance of the decision were entirely fair to the corporation and its shareholders. Weinberger v. UOP, Inc., 457 A.2d 701 (Del. 1983). By contrast, if the process is cleansed by the informed, disinterested, and independent deliberation of a committee of directors who are free from conflicted influence, the decision would be entitled to the protection of the business judgment rule, under which courts will not second-guess the substantive merits of the Board's choice so long as the directors acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the company. Aronson, 473 A.2d at 812.
Importance of Independence in the Search Process. The critical takeaway for the Special Committee is that the Board must be able to demonstrate that the CEO search was conducted by directors who are independent and free from improper outside influence — particularly activist influence that could compromise the Board's obligation to act in the best interests of all shareholders, not merely the interests of a single, albeit significant, shareholder. If Jonathan Hale is perceived as a candidate effectively hand-picked by Corvus Peak, the selection process could be challenged as one that served the particular interests of an 8.7% shareholder rather than the interests of the corporation and all of its shareholders. Such a challenge, if successful, could result not only in injunctive relief preventing or unwinding the appointment, but also in personal liability for the directors who approved it.
B. NYSE Listed Company Manual — Independence Standards
As noted above, AGMG's common shares are listed on the New York Stock Exchange under ticker AGMG, with a secondary listing on the London Stock Exchange Main Market under ticker AGMG.L. The Company is therefore subject to the corporate governance requirements set forth in the NYSE Listed Company Manual.
Section 303A.02 — Independence Criteria. Section 303A.02 of the NYSE Listed Company Manual provides that a director is not "independent" unless the board of directors affirmatively determines that the director has no "material relationship" with the listed company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the company. The rule further provides that a board of directors must consider all relevant facts and circumstances in determining whether a director is independent. The commentary to Section 303A.02 identifies a number of specific relationships that preclude a finding of independence, including:
(i) Employment relationships: A director who is, or has been within the last three years, an employee of the listed company, or whose immediate family member is, or has been within the last three years, an executive officer of the company, is not independent.
(ii) Compensation received: A director who has received, or whose immediate family member has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the listed company (other than director and committee fees and certain pension or deferred compensation) is not independent.
(iii) Business relationships: A director who is a current partner or employee of a firm that is the listed company's internal or external auditor, or who was within the last three years a partner or employee of such a firm and personally worked on the company's audit during that time, is not independent.
(iv) Cross-service on boards: A director who is, or has been within the last three years, employed as an executive officer of another company where any of the listed company's present executive officers at the same time serves or served on that company's compensation committee is not independent.
Application to Hale. While the CEO is not required to be an "independent director" under NYSE rules — indeed, it is standard practice for the CEO to be classified as a non-independent director by virtue of his or her employment with the company — the independence analysis is nonetheless relevant to the current situation for two reasons. First, the Board must be able to demonstrate that the CEO selection process itself was free from conflicted influence; the independence of the process, rather than the independence of the candidate, is the central concern. Second, if Hale were later nominated as a director or appointed to a combined CEO/director role, his prior relationships — including his relationship with Solberg — would be subject to the independence analysis under Section 303A.02 and would need to be disclosed and evaluated.
The shared board service at Keystone Digital Ventures Ltd. constitutes a direct professional nexus between Hale and Solberg. While Keystone is not AGMG and the cross-directorship does not fall within the specific per se disqualifiers listed in Section 303A.02, it is precisely the type of relationship that the commentary to the rule instructs boards to consider under the broader "material relationship" standard. The nature of Hale's service on the Keystone board — including whether he received compensation for that service, whether Corvus Peak or any Solberg-affiliated entity held an equity interest in Keystone, and whether Hale and Solberg collaborated on any transactions or strategic initiatives at Keystone — should be investigated as part of the enhanced due diligence process.
C. Proxy Advisory Firm and Institutional Investor Expectations
Beyond the formal legal standards, the Special Committee should be mindful of the practical expectations of proxy advisory firms and the Company's institutional shareholder base, both of which will scrutinize the independence and integrity of the CEO succession process.
ISS and Tarrant Partners LLC. Cobalt Ridge Solutions ("ISS") and Adriatic Services Inc. ("Tarrant Partners LLC") — the two leading proxy advisory firms — both apply heightened scrutiny to the independence of CEO candidates in contested succession scenarios. In situations where an activist shareholder has launched a campaign targeting board composition and management leadership, these advisory firms evaluate whether the board conducted a genuinely independent search process and whether the selected candidate has any material affiliations with the activist. A finding by ISS or Tarrant Partners LLC that the selected CEO is perceived as an activist-aligned candidate could influence the advisory firms' recommendations on the Company's director slate at the June 7, 2024 Annual General Meeting and at future meetings, potentially tipping institutional votes in favor of the activist's nominees.
Institutional Shareholders. AGMG's register includes several significant institutional shareholders whose views on the CEO succession process will be important to the Board's ability to maintain credibility and support. Notable holders include Thorne Capital Management LP (approximately 6.3% of outstanding shares), Ridgeway Asset Management Ltd. (approximately 5.1%), and Windermere Pension Trust (approximately 4.4%). These institutional investors will evaluate whether the Board conducted a process that reflects genuine independence and rigorous evaluation of all candidates. To the extent that these investors perceive the CEO appointment as an activist-driven outcome — rather than a Board-driven decision made in the best interests of all shareholders — their support for the incumbent Board could erode, potentially strengthening Corvus Peak's hand in the proxy contest for the June 7 AGM and beyond.
The risk is not merely theoretical. Appointing a candidate perceived as allied with the activist could undermine the Board's credibility with its broader shareholder base, even if it satisfies Corvus Peak in the short term. The Board's long-term governance authority depends on maintaining the confidence of the full spectrum of the Company's shareholders, not merely its most vocal one.
IV. Detailed Analysis of Independence Concerns
A. Shared Board Service at Keystone Digital Ventures Ltd.
The most significant factual predicate for the independence concern is the shared board service of Hale and Solberg at Keystone Digital Ventures Ltd. We address this relationship in detail.
Nature of the Entity. Keystone Digital Ventures Ltd. is a private limited company organized under the laws of England and Wales. Based on available public information and trade press reporting, Keystone operates in the digital media and technology space, with a focus on incubating and investing in emerging content formats, distribution technologies, and digital-native media brands. The company has been described as a "next-generation media incubator" and appears to have attracted investment from a range of media-industry participants, technology investors, and venture capital funds.
Governance Relationship. The fact that Hale and Solberg both served as directors of Keystone establishes a direct governance relationship between them. Service on a corporate board of directors is not a casual or arm's-length interaction; it entails shared fiduciary obligations to the company and its shareholders, regular participation in board meetings (typically quarterly or more frequently), and collaboration on matters of strategy, capital allocation, executive compensation, and corporate governance. Directors who serve together develop a working relationship built on mutual trust, aligned investment theses, and sustained personal interaction. These are precisely the qualities that, while valuable in the context of the entity on whose board the directors serve, create an independence concern when one director is subsequently evaluated as a candidate for a position at a company in which the other director's fund has a significant activist stake.
Implications for the AGMG Context. The board service at Keystone implies that Hale and Solberg share a pre-existing relationship of trust and professional alignment. This does not mean that Hale would necessarily subordinate AGMG's interests to Solberg's preferences if appointed CEO; but it does mean that Hale cannot credibly be characterized as a candidate who has no pre-existing ties to the activist shareholder. The Special Committee should presume that, if appointed, Hale would begin his tenure as CEO with a relationship to Corvus Peak's principal that other internal and external candidates do not share — and that this relationship would be known to the market, to the proxy advisory firms, and to AGMG's institutional shareholder base.
Questions for Further Investigation. Two specific questions warrant further investigation in connection with the Keystone relationship:
First, was Solberg involved in any investment by Corvus Peak or an affiliated entity in Keystone Digital Ventures Ltd.? If Corvus Peak or a Solberg-affiliated vehicle held an equity interest in Keystone, the relationship between Hale and Solberg would carry an additional financial dimension beyond the governance nexus. Hale's service as a director of a company in which Solberg's fund was an investor would suggest a patron-client or sponsor-appointee dynamic that would significantly deepen the independence concern.
Second, did Hale's service on the Keystone board overlap with Solberg's involvement in any media-sector activist campaigns? If Solberg was simultaneously pursuing activist campaigns at other media companies while serving alongside Hale on the Keystone board, it would suggest that Hale was operating within Solberg's professional orbit during the very period when Solberg was developing the relationships and expertise that now inform his activist campaign at AGMG.
B. Circumstantial Evidence of Coordination
Beyond the direct governance nexus at Keystone, several pieces of circumstantial evidence suggest that Corvus Peak may have played a role — direct or indirect — in advancing Hale's candidacy.
Timeline Analysis. The chronology of events is consistent with a coordinated strategy:
•  January 18, 2024: Corvus Peak files its initial Schedule 13D disclosing a 6.1% stake in AGMG.
•  February 12, 2024: Corvus Peak delivers a demand letter to the AGMG Board calling for a "formal CEO succession plan." At the time of this demand, Marcus Vane had not yet resigned as CEO, and there was no publicly known vacancy to fill. The specificity and urgency of the demand suggest that Corvus Peak had already identified the CEO position as a strategic objective — and potentially had already identified a preferred candidate.
•  February 26, 2024: Corvus Peak files an amended Schedule 13D reflecting an increase in its stake to 8.7%.
•  March 8, 2024: Marcus Vane resigns as CEO; Priya Nair-Whitfield is designated Interim CEO by the Board.
•  March 15, 2024: The Nominating and Governance Committee retains Hargrove Tate Partners LLC to conduct an external CEO search.
•  April 15, 2024: Corvus Peak publishes a public letter criticizing the Nair-Whitfield Interim CEO designation as a "predetermined outcome."
•  April 18, 2024: Hale is interviewed by the Special Committee as one of five external candidates.
The question the Special Committee should ask is whether Hale was already known to Corvus Peak as a desired candidate at the time the February 12 succession demand was made. If so, the demand letter was not merely a generic call for improved governance; it was the opening move in a strategy designed to engineer the appointment of a specific individual to the CEO role — an individual with whom Solberg had a pre-existing professional relationship.
Corvus Peak's April 15 Letter. The April 15, 2024 public letter criticizing the Nair-Whitfield designation is particularly noteworthy. The letter's characterization of Nair-Whitfield's appointment as a "predetermined outcome" necessarily implies that the activist had an alternative outcome in mind. The letter does not name a preferred candidate, but its rhetorical structure — attacking the internal candidate while calling for a genuine external search — is consistent with a strategy designed to clear the path for a candidate aligned with the activist's preferences. Read in conjunction with the Hale-Solberg relationship, the letter supports the inference that Corvus Peak's campaign has been oriented, at least in part, toward advancing Hale's candidacy.
Factional Alignment on the Board. The current alignment of Board support is also circumstantially relevant. Three of the directors who support Hale's candidacy — Tobias Kessler, Reginald Osei, and Dr. Anwen Llewellyn — are not aligned with the faction supporting Nair-Whitfield (Dame Elspeth Greenvale, Lucinda Farrow-Grant, Hugh Pemberton, and Sofia Delgado-Ríos). While this factional alignment is not, standing alone, evidence of improper coordination, it is consistent with a scenario in which Corvus Peak has cultivated support for Hale among certain directors — whether through direct communication, through the influence of shared professional networks, or through the broader dynamics of the activist campaign. The Special Committee should be attentive to the possibility that Corvus Peak's public campaign has been complemented by private outreach to individual directors.
Hargrove Tate's Identification of Hale. A critical factual question that remains unresolved is how Jonathan Hale came to be included in the Hargrove Tate search process. The Special Committee should confirm with Christine Aldridge, the lead partner at Hargrove Tate, whether Hale was independently sourced by the search firm through its standard candidate identification process, or whether his name was introduced by any board member, shareholder, or external party. If Hale's name was introduced by a board member who had been in contact with Corvus Peak, or by a third party acting at Corvus Peak's behest, the integrity of the search process would be materially compromised.
C. Hale's Prior Professional Context
Jonathan Hale's career in the media industry has been conducted in the same ecosystem in which Solberg's fund invests, and this overlap warrants further scrutiny.
Meridian Studios International. As CEO of Meridian Studios International from 2014 to 2022, Hale oversaw the company's $3.1 billion acquisition by Zenith Consolidated Entertainment Corp. The Special Committee should investigate whether Corvus Peak or any Solberg-affiliated entity held a position in Meridian Studios during or preceding that transaction. If Corvus Peak was an investor in Meridian Studios during Hale's tenure as CEO, it would establish a prior financial relationship between Hale and Solberg's fund that extends well beyond shared board service at Keystone. Even if Corvus Peak did not hold a direct position in Meridian Studios, the possibility that Solberg followed the company — and formed a favorable impression of Hale's leadership — is consistent with the inference that Solberg subsequently promoted Hale as a candidate for the AGMG CEO role.
Solaris Media Group. Hale's earlier role as President of Broadcast & Cable at Solaris Media Group Inc. further situates him within the media-industry ecosystem that constitutes the primary focus of Corvus Peak's investment strategy. While a shared industry focus does not, by itself, create a conflict, it does increase the likelihood that Hale and Solberg have interacted in professional settings — industry conferences, advisory relationships, mutual professional contacts, and the informal networks that characterize a concentrated industry. The Special Committee should assess the extent and depth of these overlapping professional ties.
D. Implications for the Integrity of the CEO Search Process
The concerns identified above are not merely academic; they carry significant practical consequences for the Board and the Company.
Litigation Risk. If Hale is selected as CEO and it is later revealed that Corvus Peak played a role — direct or indirect — in his candidacy, the Board could face allegations that the search process was a sham or that the result was a negotiated concession to the activist. A shareholder could bring a derivative action under Delaware law (or under English law, given AGMG's jurisdiction of incorporation) alleging that the Board breached its fiduciary duties by selecting a conflicted candidate without adequate process. Under the "entire fairness" standard that would likely apply in such circumstances, the Board would bear the burden of demonstrating that both the process and the outcome were entirely fair — a heavy burden that could result in personal liability for the directors who approved the appointment.
Reputational Risk. Even absent litigation, the perception that the CEO appointment was an activist-driven outcome could undermine management credibility and destabilize the company. If the market, the media, and AGMG's employees perceive the new CEO as a Corvus Peak proxy, the new CEO's ability to lead the company effectively — to set strategy, to make independent decisions, to build trust with the management team and the Board — would be compromised from the outset. The reputational consequences could extend beyond the CEO appointment itself, affecting the Company's ability to attract and retain talent, to negotiate transactions, and to maintain the confidence of its broader shareholder base.
Proxy Contest Implications. The CEO succession process is intertwined with the June 7, 2024 proxy contest. If the Board selects Hale, Corvus Peak may claim credit for the appointment and use it to argue that its broader campaign — including the election of its three director nominees — has been vindicated. Conversely, if the Board selects Nair-Whitfield, Corvus Peak will likely argue that the Board ignored the activist's legitimate concerns and entrenched an internal candidate. In either scenario, the Board's handling of the succession process will be scrutinized by proxy advisory firms and institutional shareholders. The Special Committee's best defense against both outcomes is to demonstrate that the process was rigorous, independent, and untainted by improper influence from any quarter — which requires that the concerns about Hale's relationship with Solberg be thoroughly investigated and resolved.
V. Assessment of Whether Hale Is "Truly Independent"
Based on the facts currently available, Calderwood & Harkness concludes that Jonathan Hale cannot be characterized as a "truly independent" external candidate for the CEO position at Aurelius Global Media Group PLC.
The shared board service at Keystone Digital Ventures Ltd. with Damien Solberg establishes a material pre-existing professional relationship between the external CEO candidate and the founding partner and chief investment officer of the Company's most prominent activist shareholder. This relationship is not incidental or attenuated; it is rooted in shared fiduciary obligations, regular personal interaction, and mutual professional alignment in the media-industry sector. The circumstantial evidence of coordination between Corvus Peak's campaign strategy and Hale's emergence as a candidate — including the temporal relationship between the February 12 succession demand and Hale's candidacy, the April 15 public letter attacking the internal candidate, and the factional alignment of Board support — reinforces the concern that Hale's candidacy may not be the product of a genuinely independent search process.
We emphasize that the relationship does not rise to the level of a per se disqualification. There is no evidence, at this stage, that Hale has entered into any formal agreement or understanding with Corvus Peak regarding his candidacy for the AGMG CEO role. There is no evidence that Hale has received compensation from Corvus Peak in connection with his candidacy. And there is no evidence that Hale has committed to any specific course of action at AGMG that would serve Corvus Peak's interests at the expense of other shareholders. These are facts that the enhanced due diligence process is designed to ascertain.
However, the absence of evidence of a formal arrangement does not eliminate the concern. The relationship between Hale and Solberg creates a significant appearance problem: even if Hale were to act with complete independence as CEO, the market, the proxy advisory firms, and the Company's institutional shareholders would reasonably question whether his decisions were influenced — consciously or unconsciously — by his pre-existing relationship with the Company's most prominent activist investor. And the relationship creates a substantive conflict risk: the possibility that Hale, having been advanced by Corvus Peak's campaign, would feel a sense of obligation to Solberg and Corvus Peak that could influence his judgment on matters of strategic direction, capital allocation, and board composition.
Appointing Hale without thorough investigation and disclosure of the relationship would be inconsistent with the Special Committee's fiduciary obligations and could expose directors to personal liability. The Special Committee owes a duty to the corporation and all of its shareholders to satisfy itself — through a rigorous and well-documented process — that any candidate selected for the CEO role is capable of serving with independence and in the best interests of the Company as a whole, not merely in the interests of a single activist shareholder.
VI. Recommendations
A. Enhanced Due Diligence
We recommend that the Special Committee undertake the following enhanced due diligence measures before making any further determination regarding Jonathan Hale's candidacy:
1.  Conflict-of-Interest Questionnaire. The Special Committee should require Hale to complete a detailed conflict-of-interest questionnaire disclosing all direct and indirect relationships with Damien Solberg, Corvus Peak Capital Partners LP, Corvus Peak Management LLC, and any entities affiliated with Solberg or Corvus Peak. The questionnaire should cover, at a minimum, the following categories: (a) shared board service, advisory roles, or other governance relationships; (b) financial interests, including any direct or indirect investment in Corvus Peak funds, any compensation received from Corvus Peak or any Solberg-affiliated entity, and any equity interest in any entity in which Corvus Peak has invested; (c) communications with Solberg, Erin Nakamura, or any other Corvus Peak representative regarding AGMG, the AGMG CEO position, or any aspect of Corvus Peak's activist campaign; and (d) any understanding, arrangement, or expectation — whether written or oral, formal or informal — regarding Hale's candidacy for the AGMG CEO role.
2.  Direct Interview of Hale. The Special Committee should conduct a direct interview of Hale specifically addressing the independence and conflict-of-interest issues identified in this memorandum. The interview should cover the following topics:
(a) The nature and duration of Hale's relationship with Solberg, including the circumstances under which they first met, the nature and frequency of their interactions, and the current status of their relationship.
(b) All communications between Hale and Solberg, Nakamura, or any other Corvus Peak representative regarding the AGMG CEO position, including any discussions of the possibility that Hale might be a candidate, any discussions of AGMG's strategic direction or governance, and any discussions of Corvus Peak's activist campaign at AGMG.
(c) Any understanding, arrangement, or expectation — whether explicit or implicit — regarding Hale's candidacy for the AGMG CEO role, including any discussion of what Corvus Peak would expect from Hale if he were appointed CEO.
(d) Any financial interest that Hale holds, directly or indirectly, in Corvus Peak's investment in AGMG, including any co-investment arrangement, profit-sharing arrangement, or other financial incentive tied to the outcome of Corvus Peak's activist campaign.
3.  Confirmation from Hargrove Tate Partners. The Special Committee should request that Hargrove Tate Partners LLC, through lead partner Christine Aldridge, confirm in writing whether Jonathan Hale was independently sourced by the search firm through its standard candidate identification process, or whether his name was introduced by any board member, shareholder, or external party. If Hale's name was introduced by a third party, Hargrove Tate should identify the source and the circumstances of the introduction.
4.  Review of Keystone Digital Ventures Ltd. Corporate Filings. The Special Committee should direct Calderwood & Harkness to obtain and review the corporate filings of Keystone Digital Ventures Ltd. from Companies House (the official register of companies in England and Wales). These filings should disclose the appointment and resignation dates for Hale and Solberg as directors, any equity interests held by either individual or their affiliated entities, and any significant corporate transactions in which both were involved. This review will allow the Special Committee to confirm the precise dates and duration of the shared board service and to identify any additional financial or governance relationships between Hale and Solberg at Keystone.
B. Process Safeguards
In addition to the enhanced due diligence measures described above, we recommend the following process safeguards:
1.  Documentation of Deliberations. If the Special Committee decides to continue evaluating Hale after enhanced due diligence is completed, the Committee should ensure that its deliberations and the basis for any decision are thoroughly documented in contemporaneous minutes and memoranda. This documentation should reflect the Committee's consideration of the independence concerns identified in this memorandum, the results of the enhanced due diligence, and the Committee's reasons for concluding that Hale is — or is not — an appropriate candidate notwithstanding his relationship with Solberg. A well-documented record of an informed and deliberate decision-making process is the most effective defense against a subsequent fiduciary duty challenge.
2.  Independent Background Investigation. The Special Committee should consider retaining an independent background investigation firm — separate from Hargrove Tate Partners — to supplement the search firm's standard due diligence on Hale. An independent investigation firm can conduct a more comprehensive review of Hale's professional history, financial interests, and personal relationships, including any connections to Corvus Peak or Solberg that may not be apparent from publicly available sources.
3.  Parallel Evaluation of All Candidates. The Special Committee should ensure that its evaluation of Hale is conducted in parallel with a continued robust evaluation of Priya Nair-Whitfield and the other external candidates identified by Hargrove Tate. Narrowing the process to a single candidate — particularly an activist-preferred candidate — before all due diligence has been completed would create an appearance that the process has been captured by Corvus Peak and would undermine the Committee's ability to demonstrate independence and thoroughness.
C. Disclosure Considerations
1.  SEC and Proxy Disclosure. If Jonathan Hale is ultimately selected as CEO, the Board should consider disclosure of the Hale-Solberg relationship in the Company's SEC filings, including any Form 8-K announcing the appointment, and in any proxy materials distributed in connection with the June 7, 2024 Annual General Meeting or any subsequent meeting at which the CEO appointment is relevant. The disclosure should describe the nature and extent of the relationship, the Special Committee's investigation of the relationship, and the Committee's conclusions regarding Hale's ability to serve independently. Proactive and transparent disclosure is the most effective means of mitigating the risk of a subsequent challenge based on the failure to disclose material information.
2.  Consequences of Non-Disclosure. Failure to disclose a known material relationship between the CEO and the founding partner of the Company's most prominent activist shareholder could expose the Board to shareholder litigation alleging that the appointment was made on the basis of incomplete or misleading disclosure, and to regulatory scrutiny from the SEC and, potentially, the Financial Conduct Authority in the United Kingdom. The costs of defending such litigation and scrutiny — both financial and reputational — would far exceed the costs of proactive disclosure.
D. Communication with Corvus Peak
1.  Preservation of Privilege. The Special Committee should not communicate the contents of this memorandum or the Committee's deliberations regarding Hale to Corvus Peak or its counsel, Blackthorn Howell & Crane LLP (Dominic Sayer and Kathleen Bryce). This analysis is protected by the attorney-client privilege and the attorney work product doctrine, and any disclosure to Corvus Peak or its representatives — whether intentional or inadvertent — could result in a waiver of those protections. All members of the Special Committee, as well as Dame Elspeth Greenvale and Nadine Khalil (who are receiving this memorandum in their respective capacities), should be reminded of the obligation to maintain the confidentiality of privileged communications.
2.  Settlement Discussions. If settlement discussions with Corvus Peak arise or resume in the future — including discussions that may involve the identity of CEO candidates — the Special Committee should be prepared to address the Hale conflict issue directly. The Committee should not agree to any settlement framework that would commit the Board to appointing a specific CEO candidate, as any such commitment would constitute an improper delegation of the Board's fiduciary duty to select the CEO in the best interests of the corporation and all shareholders. If Corvus Peak raises Hale's candidacy in the context of settlement discussions, the Committee should respond that the Board is conducting a thorough and independent evaluation of all candidates and that the outcome of that process will be determined by the Board in the exercise of its fiduciary judgment.
VII. Conclusion
The relationship between Jonathan Hale and Damien Solberg, centered on their shared board service at Keystone Digital Ventures Ltd. and reinforced by circumstantial evidence of coordination with Corvus Peak Capital Partners LP's activist campaign at AGMG, raises material concerns about Hale's ability to serve as a truly independent external CEO candidate for Aurelius Global Media Group PLC. The relationship is material and multifaceted, encompassing a direct governance nexus, overlapping professional networks, and a pattern of campaign activity by Corvus Peak that is consistent with a strategy designed to advance Hale's candidacy.
Calderwood & Harkness LLP recommends that the Special Committee undertake the enhanced due diligence measures outlined in Section VI.A of this memorandum before making any further determination regarding Hale's candidacy. We further recommend that the Committee implement the process safeguards described in Section VI.B to ensure that its deliberations are thoroughly documented and that the evaluation of all candidates proceeds in parallel and without the appearance of a predetermined outcome. The Committee should also give careful consideration to the disclosure and communication issues addressed in Sections VI.C and VI.D.
We remain available to discuss this analysis at the Special Committee's next meeting, to assist with the recommended due diligence steps, and to advise the Committee as its deliberations continue. We are prepared to update this memorandum as additional facts become available through the enhanced due diligence process.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower Partner
By: ________
Audrey Zhou Associate
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