memo-duties-departing-directors.docx

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION. This memorandum is prepared by Calderwood & Harkness LLP in its capacity as independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC. This communication is protected by the attorney-client privilege and work product doctrine. Do not forward or disclose without prior authorization.

MEMORANDUM

FROM: Nathaniel Bower, Partner Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019

TO: Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos (collectively, the "Departing Directors")

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

Date: June 9, 2024

Re: Post-Departure Obligations of Departing Directors — Document Preservation, D&O Insurance Coverage, and Cooperation Requirements

Matter No.: 1017-00002

I. Introduction and Purpose

This memorandum is addressed to Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos, the three directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") who were not re-elected at the Company's 2024 Annual General Meeting held on June 7, 2024 (the "AGM"). The purpose of this memorandum is to advise the Departing Directors of their continuing legal obligations following departure from the Board of Directors (the "Board"), as well as certain rights that survive such departure.

At the AGM, shareholders elected all three director nominees put forward by Corvus Peak Capital Partners LP ("Corvus Peak") — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — to fill the three Board seats previously held by the Departing Directors. The reconstituted Board now consists of the three Corvus Peak nominees together with the continuing incumbent directors. The voting results at the AGM were as follows:

• Tobias Kessler: 156,321,778 votes FOR (44.5% of shares voted)

• Hugh Pemberton: 138,204,558 votes FOR (39.3% of shares voted)

• Sofia Delgado-Ríos: 147,627,022 votes FOR (42.0% of shares voted)

Each of the Departing Directors received fewer than a majority of the 351,280,400 shares voted at the AGM, which represented approximately 85.1% of the Company's 412,600,000 shares of common stock outstanding. Under the plurality voting standard triggered in contested elections pursuant to Article II, Section 2.3 of the Company's Amended and Restated Bylaws (effective March 22, 2022), the three Corvus Peak nominees, having received the highest vote totals, prevailed and were duly elected to the Board.

This memorandum addresses the Departing Directors' continuing obligations and rights in five principal areas:

(a) document preservation and return of company materials;

(b) Directors & Officers ("D&O") insurance coverage continuity;

(d) confidentiality; and

(e) indemnification rights.

As a preliminary matter, we wish to note that Calderwood & Harkness LLP has served throughout the relevant period as independent governance counsel to the Board as a whole, and not as personal counsel to any individual director. This guidance is provided in connection with the orderly transition of Board composition and is intended to assist the Departing Directors in understanding their respective rights and obligations. We strongly recommend that each Departing Director consult with personal legal counsel regarding any questions about individual exposure or the applicability of the obligations described herein to their particular circumstances.

II. Background and Context

A. Timeline of Relevant Events

The following timeline summarizes the key events relevant to the matters addressed in this memorandum:

• January 18, 2024: Corvus Peak filed an initial Schedule 13D with the U.S. Securities and Exchange Commission ("SEC") disclosing a 6.1% beneficial ownership stake in AGMG.

• February 26, 2024: Corvus Peak filed an amended Schedule 13D disclosing an increase in its beneficial ownership position to approximately 8.7% of shares outstanding (approximately 35,896,200 shares of 412,600,000 shares outstanding). In the amended filing, Corvus Peak announced its intention to nominate three director candidates for election at the Company's 2024 Annual General Meeting.

• March 1, 2024: Corvus Peak submitted formal director nominations for Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu within the advance notice window established by the Amended and Restated Bylaws (the notice window ran from February 10, 2024 through March 11, 2024). The nominations were accompanied by all requisite certifications and questionnaires.

• March 8, 2024: Marcus Vane resigned as Chief Executive Officer of AGMG, effective immediately. The Board designated Priya Nair-Whitfield, then serving as Chief Operating Officer, as Interim Chief Executive Officer pending completion of a formal CEO succession process.

• March 12, 2024: Calderwood & Harkness LLP was engaged as independent governance counsel to the Board to advise on matters relating to the activist campaign, corporate governance, and the contested election.

• March 18, 2024: The Board formed a Special Committee (the "Special Committee"), chaired by Tobias Kessler, with Lucinda Farrow-Grant and Dr. Anwen Llewellyn serving as the other members, to oversee the CEO succession process and coordinate the Board's response to the Corvus Peak activist campaign. The Special Committee was authorized to retain independent advisors and was given broad authority to evaluate internal and external CEO candidates.

• March 22, 2024: Corvus Peak served a demand for books and records pursuant to Section 220 of the Delaware General Corporation Law ("DGCL"), seeking access to CEO search committee materials, Board minutes and presentations relating to CEO succession, and related communications. AGMG objected to the demand on privilege grounds and other bases.

• April 18, 2024: The Special Committee conducted interviews with five external CEO candidates, including Jonathan Hale, a former media industry executive. The interviews were conducted with the assistance of Hargrove Tate Partners LLC, the executive search firm retained by the Special Committee.

• April 22, 2024: AGMG engaged Stonebridge Crane & Co. as financial advisor to explore strategic alternatives, including potential asset dispositions and capital structure optimization.

• June 7, 2024: The 2024 Annual General Meeting was held. All three Corvus Peak nominees were elected. The Departing Directors were not re-elected, as described in Section I above.

• June 10, 2024: The reconstituted Board held its first meeting. Malcolm Trask was elected Lead Independent Director. Dame Elspeth Greenvale was confirmed to continue serving as transitional Non-Executive Chair through September 30, 2024, to facilitate an orderly transition.

• June 14, 2024: The reconstituted Board tabled the CEO succession process pending further review of the Company's strategic direction.

B. Roles of the Departing Directors

Each of the Departing Directors played a distinct role on the Board and in the matters described herein. The following summarizes their respective positions and involvement:

Tobias Kessler. Mr. Kessler, age 63, served as an Independent Non-Executive Director of AGMG. Mr. Kessler is a retired Managing Partner of Kessler Marsh Advisory LLP and brought extensive financial and governance expertise to the Board. During the period relevant to this memorandum, Mr. Kessler served as Chair of the Special Committee formed on March 18, 2024, and had principal oversight of the CEO succession process. Mr. Kessler was a supporter of external CEO candidate Jonathan Hale and was the primary Board liaison with the executive search firm Hargrove Tate Partners LLC (Christine Aldridge, lead partner) and with Calderwood & Harkness regarding the search.

Hugh Pemberton. Mr. Pemberton, age 71, served as a Non-Executive Director of AGMG. Mr. Pemberton is a co-founder of AGMG and retains a personal shareholding of approximately 2.1% of outstanding shares (8,664,600 shares), representing the largest individual insider stake in the Company. Total management and Board insider holdings amount to approximately 3.2% of shares outstanding, or 13,203,200 shares. During the period relevant to this memorandum, Mr. Pemberton was a supporter of internal CEO candidate Priya Nair-Whitfield.

Sofia Delgado-Ríos. Ms. Delgado-Ríos, age 52, served as an Independent Non-Executive Director of AGMG. Ms. Delgado-Ríos is a media industry consultant with extensive experience in content strategy and digital transformation. During the period relevant to this memorandum, Ms. Delgado-Ríos was also a supporter of internal CEO candidate Priya Nair-Whitfield.

C. Pending Matters Affecting Departing Directors

Several pending matters make it particularly important for the Departing Directors to understand their continuing obligations. The CEO succession process, though tabled by the reconstituted Board on June 14, 2024, generated extensive privileged materials during the Departing Directors' tenure, particularly through the Special Committee. These materials are likely to be the subject of ongoing dispute, and the Departing Directors' involvement in the process may make them witnesses or, in certain scenarios, parties to future proceedings.

Additionally, Corvus Peak served a DGCL § 220 books-and-records demand on March 22, 2024, seeking access to CEO search committee materials. AGMG objected on privilege grounds, and the demand remains unresolved. If the matter is not settled, Corvus Peak may initiate a summary proceeding in the Court of Chancery of the State of Delaware to compel production. The scope of any such proceeding is likely to encompass materials generated during the Special Committee's work, and the Departing Directors may be called upon to provide testimony regarding the Board's processes and decision-making.

The strategic alternatives review initiated with Stonebridge Crane & Co. (engaged April 22, 2024) also involved Board-level discussions in which the Departing Directors participated. To the extent any claims arise from the Company's strategic decisions during this period, the Departing Directors may have relevant knowledge and document holdings.

These pending matters underscore the importance of the obligations outlined in the remainder of this memorandum.

III. Document Preservation Obligations

A. Legal Duty to Preserve

Under Delaware law — which is the governing law of AGMG's corporate instruments, including the Certificate of Incorporation (originally filed September 14, 2009) and the Amended and Restated Bylaws (effective March 22, 2022) — directors have an ongoing obligation not to destroy, alter, conceal, or otherwise dispose of documents that may be relevant to pending or reasonably anticipated legal proceedings. This duty arises from both common law obligations and the practical requirements of Delaware's well-developed body of corporate governance jurisprudence. The duty is not contingent upon receipt of a formal subpoena or court order, and it attaches whenever litigation is pending or reasonably foreseeable.

In the present circumstances, several factors create affirmative preservation obligations for the Departing Directors. First, the pending DGCL § 220 books-and-records demand served by Corvus Peak on March 22, 2024 constitutes a live legal proceeding that may result in litigation in the Court of Chancery of the State of Delaware. Second, the activist campaign, proxy contest, and reconstitution of the Board give rise to a reasonably foreseeable risk of derivative or direct shareholder claims, including potential challenges to the Board's conduct during the contested election and the CEO succession process. Third, the ongoing CEO succession process, though tabled, may itself become the subject of fiduciary duty litigation if the reconstituted Board takes actions that departing or incumbent shareholders challenge.

It bears noting that Section 11.1 of the Amended and Restated Bylaws designates the Court of Chancery of the State of Delaware as the exclusive forum for intra-corporate disputes, including any derivative action brought on behalf of the Company, any action asserting a claim for breach of fiduciary duty, any action asserting a claim arising pursuant to the DGCL, and any action asserting a claim governed by the internal affairs doctrine. Any future litigation arising from the matters described in this memorandum is therefore likely to be brought in the Court of Chancery, and the evidentiary standards and discovery rules of that court will apply.

B. Scope of Materials to Be Preserved

The Departing Directors are obligated to preserve all documents — whether in physical or electronic form — relating to Board and committee deliberations during their tenure as directors of AGMG. For the avoidance of doubt, the term "documents" is used broadly and includes all recorded information, regardless of medium or format. The following categories of materials are subject to the preservation obligation, without limitation:

(i) Board meeting materials: All Board meeting minutes, agendas, presentations, resolutions, consent actions, and supporting materials received or generated during the Departing Directors' tenure.

(ii) Special Committee materials: All materials generated in connection with the Special Committee formed on March 18, 2024, including interview notes, candidate evaluation matrices, memoranda, presentations, scoring rubrics, reference check summaries, and correspondence with Hargrove Tate Partners LLC (Christine Aldridge, lead partner) and memoranda from Calderwood & Harkness LLP.

(iii) Correspondence with directors, management, and advisors: All communications — whether by email, letter, memorandum, or other written medium — with fellow directors, members of AGMG management (including, without limitation, Nadine Khalil, Priya Nair-Whitfield, and Garrett Voss), and external advisors (including Stonebridge Crane & Co., Citrine Advisory Group Inc., Brackenridge Howard Associates Inc., and Hargrove Tate Partners LLC).

(iv) Personal notes and informal communications: Personal notes, handwritten memoranda, diary entries, calendar entries, text messages (including those sent via SMS, Westmark Software, Meridian Services Inc., Signal, or any other messaging platform), and voicemails related to AGMG matters. This includes communications on personal email accounts if such accounts were used for Board business at any time.

(v) Activist campaign and proxy contest materials: All documents related to the Corvus Peak activist campaign, proxy contest, and any settlement negotiations between the Company and Corvus Peak or its representatives.

(vi) Strategic alternatives materials: All documents related to the strategic alternatives review initiated with Stonebridge Crane & Co. (engaged April 22, 2024), including Board presentations, financial analyses, term sheets, and related correspondence.

The Departing Directors should note that the preservation obligation extends to all responsive materials in their possession, custody, or control, including materials stored on personal devices (laptops, tablets, smartphones), personal email accounts, cloud storage services, and any other location where AGMG-related materials may reside.

C. Return of Company Property

Each Departing Director is required to return all physical copies of Board materials, confidential Company documents, and proprietary information to the General Counsel's office. Physical materials — including but not limited to Board binders, notebooks, USB drives, printed presentations, and any other tangible Company property — should be returned to Nadine Khalil at the Company's offices at 14 Sceptre Row, London EC2V 7QN, United Kingdom, within the timeframe specified in Section X.A below.

With respect to electronic copies stored on personal devices, the Departing Directors should preserve all such materials in place and should not delete, modify, or transfer any electronic records relating to AGMG Board service pending further instruction from counsel. Access to AGMG's internal systems, including the Board portal (Larkspur Data Systems), corporate email, and shared network drives, will be terminated as of the date of departure from the Board. The IT department has been instructed to archive the Departing Directors' corporate email accounts and portal access logs for preservation purposes.

The Departing Directors should not make additional copies of confidential Company materials beyond what is reasonably necessary for their own records in connection with potential legal proceedings. Any copies retained for this purpose should be stored securely and should not be shared with any third party without prior authorization from the Company's counsel.

D. Litigation Hold Notice

This memorandum constitutes a formal litigation hold notice. The Departing Directors are hereby instructed to suspend any routine document destruction, recycling, deletion, or overwriting that could affect documents potentially relevant to AGMG-related matters. This hold applies to all categories of materials described in Section III.B above, in all formats and storage locations.

The litigation hold will remain in effect until further written notice from counsel. The Departing Directors should take all reasonable steps to ensure compliance with the hold, including disabling any automatic deletion features on personal devices or email accounts that might result in the destruction of relevant materials, and ensuring that any cloud storage or backup systems that may contain relevant materials are maintained in their current state.

Failure to comply with this litigation hold could expose the Departing Directors to sanctions in any future litigation, including adverse inference instructions. The Departing Directors are urged to take this obligation seriously and to contact Nadine Khalil or the undersigned if they have any questions regarding the scope or application of this hold.

IV. D&O Insurance Coverage Continuity

A. Current Policy

AGMG maintains a Directors & Officers liability insurance policy that provides coverage for current and former directors and officers in connection with claims arising from their service. The current policy details are as follows:

The policy includes Side A coverage (individual director/officer coverage for non-indemnifiable losses), Side B coverage (reimbursement of the Company for indemnification payments), and Side C coverage (entity securities claims). The Departing Directors' primary interest lies in the Side A coverage, which provides direct coverage to individual insureds for losses arising from claims made against them in connection with their service as directors.

B. Coverage for Former Directors

Under the terms of Policy HIC-DOL-2024-009347, former directors and officers are covered for claims arising out of "wrongful acts" (as defined in the policy) committed during their period of service as directors, provided such claims are first made during the policy period or any applicable extended reporting period (commonly referred to as a "tail"). The policy defines "wrongful act" broadly to include any actual or alleged error, misstatement, misleading statement, act, omission, neglect, or breach of duty by an insured in their capacity as a director or officer of the Company.

The Departing Directors are insureds under Policy HIC-DOL-2024-009347 for any claims related to their service on the AGMG Board through June 7, 2024, which is the date on which their Board service terminated. Claims first made during the current policy period (through December 31, 2024) will be covered subject to the terms, conditions, retentions, and exclusions of the policy.

C. Tail Coverage Considerations

The current policy period expires on December 31, 2024. After that date, claims first made against the Departing Directors would not be covered unless the Company procures an extended reporting period endorsement (commonly known as "tail coverage") or the successor policy includes coverage for prior acts during the Departing Directors' service period.

Calderwood & Harkness has separately advised the Board (see Memorandum: D&O Insurance Implications of Board Reconstitution, dated June 11, 2024) regarding the need to evaluate tail coverage options for departing directors. We strongly recommend that AGMG procure an extended reporting period endorsement to ensure that the Departing Directors remain covered for claims made after the current policy period expires on December 31, 2024, to the extent such claims arise from acts or omissions during the Departing Directors' period of service. Tail coverage periods of six years are customary in situations involving board reconstitution, particularly where activist campaigns and potential litigation create an elevated risk of post-departure claims.

The Departing Directors should receive written confirmation from the Company (through Nadine Khalil) of the specific tail coverage provisions and the duration of the extended reporting period once finalized. We will work with the General Counsel's office to ensure that this confirmation is provided promptly.

D. Notice Requirements

If any Departing Director becomes aware of a potential claim, threatened claim, or circumstance that could reasonably be expected to give rise to a claim related to their service on the AGMG Board, they must promptly notify both of the following:

(i) Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC, 14 Sceptre Row, London EC2V 7QN, United Kingdom; and

(ii) Helmsley Indemnity Corp., One Beacon Street, Boston, MA 02108, in accordance with the notice provisions set forth in Section 7(a) of Policy HIC-DOL-2024-009347.

The policy requires that notice be given "as soon as practicable" following the insured's awareness of a claim or potential claim. Failure to provide timely notice could jeopardize coverage under the policy, including the potential for the insurer to deny coverage on the basis of late notice. The Departing Directors should err on the side of providing notice whenever there is any reasonable possibility that a matter could give rise to a covered claim. Receipt of a litigation hold notice, subpoena, demand letter, regulatory inquiry, or even a press report suggesting potential claims should be treated as a triggering event for notice purposes.

V. Indemnification Rights

A. Statutory and Bylaws Protections

Section 145 of the DGCL authorizes — and in certain cases mandates — the indemnification of directors and officers in connection with actions taken in their capacities as such. Under Section 145(a), a corporation may indemnify directors against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement in connection with third-party actions, provided the director acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. Under Section 145(b), similar indemnification is available in connection with derivative actions, except that indemnification is limited to expenses and is not available if the director is adjudged liable to the corporation unless the court approves indemnification. Under Section 145(c), mandatory indemnification is required to the extent a director has been successful on the merits or otherwise in defense of any action.

The Amended and Restated Bylaws of AGMG (effective March 22, 2022) contain indemnification provisions in Article VIII that obligate the Company to indemnify current and former directors to the fullest extent permitted by Delaware law. These provisions are designed to be self-executing and do not require Board approval for each individual claim; rather, the Bylaws establish a mandatory right of indemnification that each director may enforce directly.

In addition, the Restated Certificate of Incorporation (originally filed September 14, 2009; last restated March 22, 2022) includes an exculpation clause adopted pursuant to DGCL § 102(b)(7). This clause eliminates director personal liability for monetary damages for breaches of the duty of care, subject to the statutory exceptions set forth in Section 102(b)(7). Those exceptions preserve liability for breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, improper distributions under Section 174 of the DGCL, and transactions from which a director derived an improper personal benefit.

B. Advancement of Expenses

Under Article VIII of the Amended and Restated Bylaws, directors are entitled to advancement of expenses (including reasonable attorneys' fees) incurred in connection with any action, suit, or proceeding arising from their service as directors, upon submission of an undertaking to repay such amounts if indemnification is ultimately determined not to be proper under applicable law. The right to advancement is independent of the right to indemnification and is available prior to the final disposition of the underlying proceeding.

The Departing Directors should be aware that these advancement rights survive departure from the Board. If any Departing Director is named as a party to, or becomes the subject of, any action, suit, or proceeding arising from their service as a director of AGMG, they may seek advancement of expenses by submitting a written request to the Company accompanied by the requisite undertaking. The Company's obligation to advance expenses is mandatory under the Bylaws and is enforceable by the director in the Court of Chancery of the State of Delaware.

C. Indemnification Agreements

In addition to the protections provided by the Bylaws and Certificate of Incorporation, each Departing Director may have entered into a separate indemnification agreement with the Company. Such agreements typically provide contractual indemnification and advancement rights that supplement, and in some cases expand upon, the protections available under the governing documents and the DGCL.

Each Departing Director should confirm whether they have a separate indemnification agreement with the Company on file. If so, those agreements remain in full force and effect following departure from the Board and provide an independent contractual basis for indemnification and advancement. Any questions regarding the existence, terms, or enforceability of specific indemnification agreements should be directed to Nadine Khalil, General Counsel & Corporate Secretary.

VI. Confidentiality Obligations

A. Continuing Duty of Confidentiality

The Departing Directors' obligations of confidentiality with respect to non-public Company information survive their departure from the Board indefinitely. These obligations arise under Delaware common law, the Company's governing documents, and any applicable confidentiality agreements or policies. The duty of confidentiality extends to all non-public information obtained by the Departing Directors in the course of their Board service, including but not limited to:

(i) Confidential Board deliberations and discussions, including the substance of Board votes, disagreements among directors, and the rationale underlying Board decisions.

(ii) Non-public financial information, including the Company's FY 2023 revenue of $4.37 billion, FY 2023 EBITDA of $812 million, and any internal financial projections, budgets, or forecasts shared at the Board level.

(iii) CEO succession process details, including candidate evaluations, interview summaries, reference check results, compensation analyses, and search committee materials generated by the Special Committee and Hargrove Tate Partners LLC.

(iv) Strategic alternatives discussions and any information provided by Stonebridge Crane & Co. in connection with the strategic alternatives review, including potential transaction structures, financial analyses, and indications of interest from third parties, if any.

(v) Settlement discussions with Corvus Peak, including any terms proposed, counterproposals, or negotiation strategies discussed at the Board level.

(vi) Attorney-client privileged communications with Calderwood & Harkness LLP, Ashworth Velmoran LLP (Martin Cho, lead partner), or other legal counsel retained by the Company or the Board.

The Departing Directors should exercise caution in any public or private statements concerning their service on the AGMG Board and should refrain from discussing non-public Company information with any person who is not authorized to receive such information.

B. Privilege Considerations

The attorney-client privilege attaching to communications between the Board and its legal advisors belongs to the Company, not to individual directors. This is a well-established principle of Delaware corporate law. Following their departure from the Board, the Departing Directors do not have authority to waive or disclose privileged communications on behalf of the Company. Any unauthorized disclosure of privileged materials could constitute a breach of the Departing Directors' fiduciary obligations and could also result in a waiver of the privilege, with potentially significant adverse consequences for the Company in pending and anticipated litigation.

Special Committee materials are subject to heightened privilege protections. These materials were generated in anticipation of potential litigation and in the course of rendering legal advice to the Special Committee and, through it, to the Board. Communications among the Special Committee members, between the Special Committee and its legal advisors (Calderwood & Harkness LLP), and between the Special Committee and the executive search firm (Hargrove Tate Partners LLC, to the extent such communications were made for the purpose of obtaining legal advice) are protected by the attorney-client privilege and, in many cases, by the work product doctrine. Mr. Kessler, as former Chair of the Special Committee, should be particularly attentive to maintaining the confidentiality of these materials, as he was the primary recipient and custodian of many of the most sensitive privileged communications.

The Company has prepared a privilege log covering materials withheld from the Corvus Peak § 220 production. This privilege log is being finalized by Calderwood & Harkness and will be produced in connection with the § 220 proceeding. The Departing Directors should not independently produce, disclose, or share any materials that have been designated or logged as privileged, whether in response to requests from Corvus Peak, other shareholders, journalists, or any other third party.

C. Requests from Third Parties

If any Departing Director receives a request for information, documents, or an interview from any third party concerning their service on the AGMG Board, the Departing Director should take the following steps:

(i) Do not respond to the request without first consulting with the Company's counsel.

(ii) Promptly notify Nadine Khalil, General Counsel & Corporate Secretary, of the request, including the identity of the requesting party, the nature and scope of the request, and the date on which it was received.

For the avoidance of doubt, this instruction applies to requests from any source, including but not limited to Corvus Peak Capital Partners LP or its representatives; Blackthorn Howell & Crane LLP (Dominic Sayer or Kathleen Bryce), counsel to Corvus Peak; Falconer Strauss LLC (Derek Huang); any shareholder of the Company; any regulatory authority (including the SEC, the Financial Conduct Authority, or any stock exchange); any journalist or media outlet; and any other third party. The Departing Directors should not assume that any request is routine or informal. Even casual inquiries from industry contacts or former colleagues may implicate the confidentiality and privilege obligations described herein.

VII. Cooperation Requirements

A. General Obligation to Cooperate

Each Departing Director has a continuing obligation to cooperate with the Company in connection with any pending or future legal proceedings, regulatory inquiries, or internal investigations relating to matters arising during their tenure on the Board. This obligation arises under Delaware law, the Company's governing documents, and any applicable indemnification agreements, and is a corollary of the indemnification and advancement rights described in Section V above.

The obligation to cooperate includes, without limitation:

(i) Making themselves reasonably available for interviews, depositions, and testimony, whether in connection with judicial proceedings, regulatory inquiries, or internal investigations conducted by or on behalf of the Company.

(ii) Providing documents in their possession, custody, or control that are relevant to any proceeding, in a timely manner and in a format reasonably requested by the Company's counsel.

(iii) Assisting with reconstruction of events, decision-making processes, and the factual context surrounding Board and committee actions during their tenure, including providing context for contemporaneous documents and communications.

The cooperation obligation is subject to a standard of reasonableness. The Company will endeavor to minimize disruption to the Departing Directors' personal and professional lives and will coordinate the timing and location of any cooperation activities with due regard for the Departing Directors' schedules and other commitments. However, the Departing Directors should understand that the nature of the pending matters may require their meaningful engagement, and they should make themselves available on reasonable notice.

B. Specific Pending Matters Requiring Potential Cooperation

The following specific pending matters may require the Departing Directors' cooperation in the near to medium term:

1. DGCL § 220 Books-and-Records Demand. Corvus Peak's March 22, 2024 demand for books and records pursuant to DGCL § 220 remains unresolved. The Company has objected to the demand on privilege grounds and has asserted that the requested materials are protected by the attorney-client privilege and the work product doctrine. If the matter proceeds to litigation in the Court of Chancery of Delaware, the Departing Directors may be called upon to provide testimony regarding the Board's processes and decision-making, particularly regarding the CEO search and Special Committee proceedings. The Court of Chancery routinely orders depositions and limited discovery in contested § 220 proceedings, and the Departing Directors — particularly Mr. Kessler, as former Chair of the Special Committee — may be key witnesses.

2. Potential Shareholder Litigation. The activist campaign, proxy contest, and reconstitution of the Board may give rise to shareholder derivative or direct claims. Such claims could assert, among other things, that the incumbent Board's response to the Corvus Peak campaign was inadequate, that the CEO succession process was flawed, or that the strategic alternatives review was conducted improperly. The Departing Directors may be named as parties, served as witnesses, or both in such proceedings. The risk of post-departure litigation is heightened in the current environment, and the Departing Directors should be prepared for the possibility that they will be asked to participate in legal proceedings for an extended period following their departure.

3. SEC and FCA Disclosure Matters. AGMG is dual-listed on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange (ticker: AGMG.L). This dual listing creates disclosure obligations under both U.S. securities laws (including the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC) and the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (DTR 5). The Departing Directors may be asked to assist with compliance inquiries related to disclosures made during their tenure, including proxy statements, current reports on Form 8-K, and any announcements made pursuant to the FCA's Market Abuse Regulation framework. Such inquiries may involve questions regarding the accuracy and completeness of disclosures concerning the CEO succession process, the activist campaign, and the strategic alternatives review.

C. Reimbursement for Cooperation

The Company's Bylaws and indemnification obligations should cover reasonable out-of-pocket expenses incurred by the Departing Directors in fulfilling cooperation obligations. Reimbursable expenses include, by way of example, reasonable travel costs (including airfare, lodging, and ground transportation), document retrieval and production costs, and incidental expenses associated with attending interviews, depositions, or other proceedings at the Company's request.

The Departing Directors should coordinate with Nadine Khalil regarding expense reimbursement procedures. To facilitate timely reimbursement, the Departing Directors should submit itemized expense reports with supporting documentation within thirty (30) days of incurring any reimbursable expense.

If any Departing Director retains personal counsel in connection with cooperation requests or potential claims arising from their Board service, advancement of legal fees may be available under the Bylaws and/or any applicable indemnification agreement, as described in Section V.B above. The Departing Directors should discuss any retention of personal counsel with Nadine Khalil to ensure that advancement procedures are followed correctly and that the Company is aware of the engagement.

VIII. Hugh Pemberton — Special Considerations

As a co-founder of AGMG and the holder of approximately 2.1% of outstanding shares (8,664,600 shares of 412,600,000 shares outstanding), Hugh Pemberton retains a significant equity interest in the Company following his departure from the Board. Mr. Pemberton's continuing shareholding gives rise to several considerations that are specific to his circumstances and that warrant separate attention in this memorandum.

Securities Law Restrictions. Mr. Pemberton's continuing shareholding means that he remains subject to applicable securities laws regarding trading on material non-public information ("MNPI"). During his Board service, Mr. Pemberton had access to a broad range of non-public information concerning the Company's financial performance, strategic direction, CEO succession process, and response to the Corvus Peak activist campaign. Much of this information is likely to constitute MNPI for purposes of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, as well as the European Union Market Abuse Regulation (as it applies through the UK's onshored regime) and the FCA's rules.

Mr. Pemberton should observe any blackout or trading restrictions that may apply based on information received during his Board service until such information becomes public through Company disclosure or is no longer material. Although Mr. Pemberton is no longer subject to the Company's insider trading policy in his capacity as a director, the underlying securities law prohibitions on trading while in possession of MNPI apply regardless of whether the individual is a current director, officer, or employee. Trading in AGMG shares (NYSE: AGMG; LSE: AGMG.L) during the period immediately following Mr. Pemberton's departure could attract regulatory scrutiny and potential liability if conducted while Mr. Pemberton possesses MNPI.

Recommendation. Mr. Pemberton should consult with personal securities counsel before engaging in any planned transactions in AGMG securities during the period immediately following his departure from the Board. We recommend that Mr. Pemberton refrain from trading until he has received specific advice from personal counsel regarding the applicability of trading restrictions in light of the information he received during his Board service. This recommendation applies to transactions on both the NYSE and the LSE, as well as any derivative transactions referencing AGMG securities.

Section 16 Considerations. As a former director, Mr. Pemberton may remain subject to the reporting requirements and short-swing profit provisions of Section 16 of the Securities Exchange Act of 1934 for a period following his departure. Section 16(b) liability can attach to "profits" realized from matching purchases and sales (or sales and purchases) of Company equity securities within any six-month period if one of the transactions occurred while Mr. Pemberton was a director. Mr. Pemberton should consult with personal securities counsel regarding any Section 16 reporting obligations and the applicability of Section 16(b) to any planned transactions.

IX. Tobias Kessler — Special Considerations as Former Special Committee Chair

Mr. Kessler's role as Chair of the Special Committee formed on March 18, 2024, gives rise to particular obligations that warrant specific attention. As Chair, Mr. Kessler had principal oversight of the CEO succession process and was the primary Board liaison with Hargrove Tate Partners LLC (Christine Aldridge, lead partner) and Calderwood & Harkness LLP regarding the executive search. Mr. Kessler was also the central figure in the Special Committee's deliberations and decision-making, and he possesses uniquely detailed knowledge of the Committee's work.

Heightened Privilege Sensitivity. Mr. Kessler possesses particularly sensitive privileged information regarding the Special Committee's evaluation of internal candidate Priya Nair-Whitfield and external candidates including Jonathan Hale. Mr. Kessler is also aware of the Special Committee's analysis of the relationship between Jonathan Hale and Damien Solberg (Founding Partner & Chief Investment Officer of Corvus Peak Capital Partners LP), and the associated independence concerns that the Special Committee identified and investigated. These matters are among the most sensitive and potentially consequential issues in any future litigation, and the privilege attaching to the Special Committee's analysis of these issues must be preserved.

Document Preservation. Mr. Kessler should take especial care to preserve all personal notes, calendar entries, and communications related to Special Committee proceedings. Given Mr. Kessler's central role, his personal files are likely to contain contemporaneous records that would be central to any future fiduciary duty litigation. This includes handwritten notes taken during Special Committee meetings, emails exchanged with Christine Aldridge of Hargrove Tate Partners LLC, communications with Calderwood & Harkness, and any personal memoranda or reflections regarding the CEO search process.

Communication Restrictions. Mr. Kessler should not communicate with Jonathan Hale, Damien Solberg, Erin Nakamura (Portfolio Manager at Corvus Peak Capital Partners LP), or any other representative of Corvus Peak regarding the CEO search process or Special Committee deliberations without prior consultation with the Company's counsel. Any such communication could jeopardize the attorney-client privilege, create potential waiver issues, and could be construed as interference with the reconstituted Board's ongoing deliberations regarding CEO succession. This restriction applies to both direct communications and communications through intermediaries.

Potential Witness Role. Mr. Kessler should be aware that, given his role as Special Committee Chair, he is the most likely witness to be called in connection with any § 220 proceeding, any fiduciary duty litigation, or any regulatory inquiry relating to the CEO succession process. Mr. Kessler should prepare accordingly and should ensure that his recollections are preserved through the document preservation steps described in this memorandum. If Mr. Kessler has not already retained personal counsel, we recommend that he do so promptly given the elevated risk of his involvement in future proceedings.

X. Practical Steps and Recommended Actions

A. Immediate Actions (Within 10 Business Days of June 7, 2024)

Each Departing Director is requested to take the following actions within ten (10) business days of June 7, 2024 (i.e., no later than June 21, 2024):

1. Return physical materials. Return all physical AGMG Board materials to the General Counsel's office, including but not limited to Board binders, notebooks, printed presentations, USB drives, and any other tangible Company property. Materials should be returned to Nadine Khalil at 14 Sceptre Row, London EC2V 7QN, United Kingdom. If return by courier or mail is necessary, the materials should be sent by secure tracked delivery, and Nadine Khalil should be notified of the shipment.

2. Preserve electronic communications. Preserve all electronic communications (emails, text messages, voicemails, calendar entries) related to AGMG Board service on personal devices and accounts. Do not delete, modify, archive, or transfer any such records. If any automatic deletion features are enabled on personal devices or email accounts, such features should be disabled immediately to the extent they may affect AGMG-related materials.

3. Confirm receipt of this memorandum. Confirm receipt and understanding of this memorandum in writing. An email to Nadine Khalil (with a copy to the undersigned) is sufficient for this purpose.

4. Identify personal counsel. Identify any personal counsel retained or to be retained in connection with AGMG-related matters and notify Nadine Khalil of such counsel's name, firm, address, telephone number, and email address. If personal counsel has not yet been retained, the Departing Directors are encouraged to consider doing so in light of the pending matters described in this memorandum.

B. Ongoing Obligations

In addition to the immediate actions described above, each Departing Director has the following ongoing obligations:

1. Maintain the litigation hold. Continue to comply with the litigation hold described in Section III.D of this memorandum. The hold will remain in effect until further written notice from counsel. Do not destroy, delete, or dispose of any materials that may be relevant to AGMG-related matters.

2. Report third-party requests. Promptly report any requests for information, documents, or interviews from third parties concerning AGMG Board service to Nadine Khalil, in accordance with Section VI.C of this memorandum. Do not respond to any such request without first consulting with the Company's counsel.

3. Cooperate with reasonable requests. Cooperate with reasonable requests from the Company or its counsel in connection with pending or anticipated legal proceedings, regulatory inquiries, or internal investigations, in accordance with Section VII of this memorandum.

4. Provide notice of potential claims. Provide timely notice to both Helmsley Indemnity Corp. (at One Beacon Street, Boston, MA 02108, referencing Policy No. HIC-DOL-2024-009347) and the Company (through Nadine Khalil) of any potential claims, threatened claims, or circumstances that could give rise to claims related to AGMG Board service, in accordance with Section IV.D of this memorandum.

XI. Contact Information

For questions regarding this memorandum or the obligations described herein, the Departing Directors should contact:

Nadine Khalil General Counsel & Corporate Secretary Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom

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

Please note that Calderwood & Harkness LLP's engagement as independent governance counsel to the Board will terminate effective July 8, 2024, pursuant to the reconstituted Board's notice dated June 21, 2024. Successor governance counsel will be identified and retained by the reconstituted Board. Following the termination of Calderwood & Harkness's engagement, questions should be directed to Nadine Khalil, who will coordinate with successor counsel as appropriate.

For D&O insurance inquiries, the Departing Directors may also contact Helmsley Indemnity Corp. directly:

Helmsley Indemnity Corp. One Beacon Street Boston, MA 02108 Reference: Policy No. HIC-DOL-2024-009347

XII. Conclusion and Acknowledgment

Calderwood & Harkness LLP appreciates each Departing Director's dedicated service to Aurelius Global Media Group PLC and their constructive engagement during this challenging period of transition. We recognize that the proxy contest and the outcome of the AGM may be disappointing, and we are committed to ensuring that the transition is handled in a manner that is orderly, professional, and protective of all parties' interests.

The obligations described in this memorandum are designed to protect the interests of the Company, its shareholders, and the Departing Directors themselves. Compliance with these obligations will help to preserve the Departing Directors' indemnification and insurance rights, protect against potential liability arising from post-departure conduct, and facilitate the efficient resolution of pending matters.

Each Departing Director is requested to sign and return the attached acknowledgment form confirming receipt and understanding of the obligations set forth herein. The signed acknowledgment should be returned to Nadine Khalil at the address listed above within ten (10) business days of the date of this memorandum.

We remain available to address any questions that may arise and wish each of the Departing Directors well in their future endeavors.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower, Partner

Prepared by: Nathaniel Bower, Partner Audrey Zhou, Associate Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019

Matter No.: 1017-00002

ACKNOWLEDGMENT OF RECEIPT AND UNDERSTANDING

I, the undersigned, hereby acknowledge that I have received and reviewed the Memorandum dated June 9, 2024, from Calderwood & Harkness LLP, regarding my post-departure obligations as a former director of Aurelius Global Media Group PLC. I understand the obligations described therein, including with respect to document preservation, litigation hold, return of company property, confidentiality, cooperation, D&O insurance notice requirements, and indemnification rights. I acknowledge that the receipt and review of this memorandum does not create an attorney-client relationship between me and Calderwood & Harkness LLP, and that I have been advised to consult with personal legal counsel regarding any questions about my individual obligations or exposure.

TOBIAS KESSLER

Signature: ________

Date: ________

HUGH PEMBERTON

Signature: ________

Date: ________

SOFIA DELGADO-RÍOS

Signature: ________

Date: ________

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION Calderwood & Harkness LLP	Matter No. 1017-00002
Element	Details
Insurer	Helmsley Indemnity Corp.
Principal Office	One Beacon Street, Boston, MA 02108
Policy Number	HIC-DOL-2024-009347
Policy Period	January 1, 2024 through December 31, 2024
Annual Premium	$3,800,000
Per-Occurrence Limit	$75,000,000
Aggregate Limit	$150,000,000

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION. This memorandum is prepared by Calderwood & Harkness LLP in its capacity as independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC. This communication is protected by the attorney-client privilege and work product doctrine. Do not forward or disclose without prior authorization.
MEMORANDUM
FROM: Nathaniel Bower, Partner Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019
TO: Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos (collectively, the "Departing Directors")
CC: Dame Elspeth Greenvale, Non-Executive Chair, Aurelius Global Media Group PLC Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC
Date: June 9, 2024
Re: Post-Departure Obligations of Departing Directors — Document Preservation, D&O Insurance Coverage, and Cooperation Requirements
Matter No.: 1017-00002
I. Introduction and Purpose
This memorandum is addressed to Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos, the three directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") who were not re-elected at the Company's 2024 Annual General Meeting held on June 7, 2024 (the "AGM"). The purpose of this memorandum is to advise the Departing Directors of their continuing legal obligations following departure from the Board of Directors (the "Board"), as well as certain rights that survive such departure.
At the AGM, shareholders elected all three director nominees put forward by Corvus Peak Capital Partners LP ("Corvus Peak") — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — to fill the three Board seats previously held by the Departing Directors. The reconstituted Board now consists of the three Corvus Peak nominees together with the continuing incumbent directors. The voting results at the AGM were as follows:
•  Tobias Kessler: 156,321,778 votes FOR (44.5% of shares voted)
•  Hugh Pemberton: 138,204,558 votes FOR (39.3% of shares voted)
•  Sofia Delgado-Ríos: 147,627,022 votes FOR (42.0% of shares voted)
Each of the Departing Directors received fewer than a majority of the 351,280,400 shares voted at the AGM, which represented approximately 85.1% of the Company's 412,600,000 shares of common stock outstanding. Under the plurality voting standard triggered in contested elections pursuant to Article II, Section 2.3 of the Company's Amended and Restated Bylaws (effective March 22, 2022), the three Corvus Peak nominees, having received the highest vote totals, prevailed and were duly elected to the Board.
This memorandum addresses the Departing Directors' continuing obligations and rights in five principal areas:
(a) document preservation and return of company materials;
(b) Directors & Officers ("D&O") insurance coverage continuity;
(c) cooperation obligations in connection with pending and potential legal matters;
(d) confidentiality; and
(e) indemnification rights.
As a preliminary matter, we wish to note that Calderwood & Harkness LLP has served throughout the relevant period as independent governance counsel to the Board as a whole, and not as personal counsel to any individual director. This guidance is provided in connection with the orderly transition of Board composition and is intended to assist the Departing Directors in understanding their respective rights and obligations. We strongly recommend that each Departing Director consult with personal legal counsel regarding any questions about individual exposure or the applicability of the obligations described herein to their particular circumstances.
II. Background and Context
A. Timeline of Relevant Events
The following timeline summarizes the key events relevant to the matters addressed in this memorandum:
•  January 18, 2024: Corvus Peak filed an initial Schedule 13D with the U.S. Securities and Exchange Commission ("SEC") disclosing a 6.1% beneficial ownership stake in AGMG.
•  February 26, 2024: Corvus Peak filed an amended Schedule 13D disclosing an increase in its beneficial ownership position to approximately 8.7% of shares outstanding (approximately 35,896,200 shares of 412,600,000 shares outstanding). In the amended filing, Corvus Peak announced its intention to nominate three director candidates for election at the Company's 2024 Annual General Meeting.
•  March 1, 2024: Corvus Peak submitted formal director nominations for Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu within the advance notice window established by the Amended and Restated Bylaws (the notice window ran from February 10, 2024 through March 11, 2024). The nominations were accompanied by all requisite certifications and questionnaires.
•  March 8, 2024: Marcus Vane resigned as Chief Executive Officer of AGMG, effective immediately. The Board designated Priya Nair-Whitfield, then serving as Chief Operating Officer, as Interim Chief Executive Officer pending completion of a formal CEO succession process.
•  March 12, 2024: Calderwood & Harkness LLP was engaged as independent governance counsel to the Board to advise on matters relating to the activist campaign, corporate governance, and the contested election.
•  March 18, 2024: The Board formed a Special Committee (the "Special Committee"), chaired by Tobias Kessler, with Lucinda Farrow-Grant and Dr. Anwen Llewellyn serving as the other members, to oversee the CEO succession process and coordinate the Board's response to the Corvus Peak activist campaign. The Special Committee was authorized to retain independent advisors and was given broad authority to evaluate internal and external CEO candidates.
•  March 22, 2024: Corvus Peak served a demand for books and records pursuant to Section 220 of the Delaware General Corporation Law ("DGCL"), seeking access to CEO search committee materials, Board minutes and presentations relating to CEO succession, and related communications. AGMG objected to the demand on privilege grounds and other bases.
•  April 18, 2024: The Special Committee conducted interviews with five external CEO candidates, including Jonathan Hale, a former media industry executive. The interviews were conducted with the assistance of Hargrove Tate Partners LLC, the executive search firm retained by the Special Committee.
•  April 22, 2024: AGMG engaged Stonebridge Crane & Co. as financial advisor to explore strategic alternatives, including potential asset dispositions and capital structure optimization.
•  June 7, 2024: The 2024 Annual General Meeting was held. All three Corvus Peak nominees were elected. The Departing Directors were not re-elected, as described in Section I above.
•  June 10, 2024: The reconstituted Board held its first meeting. Malcolm Trask was elected Lead Independent Director. Dame Elspeth Greenvale was confirmed to continue serving as transitional Non-Executive Chair through September 30, 2024, to facilitate an orderly transition.
•  June 14, 2024: The reconstituted Board tabled the CEO succession process pending further review of the Company's strategic direction.
B. Roles of the Departing Directors
Each of the Departing Directors played a distinct role on the Board and in the matters described herein. The following summarizes their respective positions and involvement:
Tobias Kessler. Mr. Kessler, age 63, served as an Independent Non-Executive Director of AGMG. Mr. Kessler is a retired Managing Partner of Kessler Marsh Advisory LLP and brought extensive financial and governance expertise to the Board. During the period relevant to this memorandum, Mr. Kessler served as Chair of the Special Committee formed on March 18, 2024, and had principal oversight of the CEO succession process. Mr. Kessler was a supporter of external CEO candidate Jonathan Hale and was the primary Board liaison with the executive search firm Hargrove Tate Partners LLC (Christine Aldridge, lead partner) and with Calderwood & Harkness regarding the search.
Hugh Pemberton. Mr. Pemberton, age 71, served as a Non-Executive Director of AGMG. Mr. Pemberton is a co-founder of AGMG and retains a personal shareholding of approximately 2.1% of outstanding shares (8,664,600 shares), representing the largest individual insider stake in the Company. Total management and Board insider holdings amount to approximately 3.2% of shares outstanding, or 13,203,200 shares. During the period relevant to this memorandum, Mr. Pemberton was a supporter of internal CEO candidate Priya Nair-Whitfield.
Sofia Delgado-Ríos. Ms. Delgado-Ríos, age 52, served as an Independent Non-Executive Director of AGMG. Ms. Delgado-Ríos is a media industry consultant with extensive experience in content strategy and digital transformation. During the period relevant to this memorandum, Ms. Delgado-Ríos was also a supporter of internal CEO candidate Priya Nair-Whitfield.
C. Pending Matters Affecting Departing Directors
Several pending matters make it particularly important for the Departing Directors to understand their continuing obligations. The CEO succession process, though tabled by the reconstituted Board on June 14, 2024, generated extensive privileged materials during the Departing Directors' tenure, particularly through the Special Committee. These materials are likely to be the subject of ongoing dispute, and the Departing Directors' involvement in the process may make them witnesses or, in certain scenarios, parties to future proceedings.
Additionally, Corvus Peak served a DGCL § 220 books-and-records demand on March 22, 2024, seeking access to CEO search committee materials. AGMG objected on privilege grounds, and the demand remains unresolved. If the matter is not settled, Corvus Peak may initiate a summary proceeding in the Court of Chancery of the State of Delaware to compel production. The scope of any such proceeding is likely to encompass materials generated during the Special Committee's work, and the Departing Directors may be called upon to provide testimony regarding the Board's processes and decision-making.
The strategic alternatives review initiated with Stonebridge Crane & Co. (engaged April 22, 2024) also involved Board-level discussions in which the Departing Directors participated. To the extent any claims arise from the Company's strategic decisions during this period, the Departing Directors may have relevant knowledge and document holdings.
These pending matters underscore the importance of the obligations outlined in the remainder of this memorandum.
III. Document Preservation Obligations
A. Legal Duty to Preserve
Under Delaware law — which is the governing law of AGMG's corporate instruments, including the Certificate of Incorporation (originally filed September 14, 2009) and the Amended and Restated Bylaws (effective March 22, 2022) — directors have an ongoing obligation not to destroy, alter, conceal, or otherwise dispose of documents that may be relevant to pending or reasonably anticipated legal proceedings. This duty arises from both common law obligations and the practical requirements of Delaware's well-developed body of corporate governance jurisprudence. The duty is not contingent upon receipt of a formal subpoena or court order, and it attaches whenever litigation is pending or reasonably foreseeable.
In the present circumstances, several factors create affirmative preservation obligations for the Departing Directors. First, the pending DGCL § 220 books-and-records demand served by Corvus Peak on March 22, 2024 constitutes a live legal proceeding that may result in litigation in the Court of Chancery of the State of Delaware. Second, the activist campaign, proxy contest, and reconstitution of the Board give rise to a reasonably foreseeable risk of derivative or direct shareholder claims, including potential challenges to the Board's conduct during the contested election and the CEO succession process. Third, the ongoing CEO succession process, though tabled, may itself become the subject of fiduciary duty litigation if the reconstituted Board takes actions that departing or incumbent shareholders challenge.
It bears noting that Section 11.1 of the Amended and Restated Bylaws designates the Court of Chancery of the State of Delaware as the exclusive forum for intra-corporate disputes, including any derivative action brought on behalf of the Company, any action asserting a claim for breach of fiduciary duty, any action asserting a claim arising pursuant to the DGCL, and any action asserting a claim governed by the internal affairs doctrine. Any future litigation arising from the matters described in this memorandum is therefore likely to be brought in the Court of Chancery, and the evidentiary standards and discovery rules of that court will apply.
B. Scope of Materials to Be Preserved
The Departing Directors are obligated to preserve all documents — whether in physical or electronic form — relating to Board and committee deliberations during their tenure as directors of AGMG. For the avoidance of doubt, the term "documents" is used broadly and includes all recorded information, regardless of medium or format. The following categories of materials are subject to the preservation obligation, without limitation:
(i) Board meeting materials: All Board meeting minutes, agendas, presentations, resolutions, consent actions, and supporting materials received or generated during the Departing Directors' tenure.
(ii) Special Committee materials: All materials generated in connection with the Special Committee formed on March 18, 2024, including interview notes, candidate evaluation matrices, memoranda, presentations, scoring rubrics, reference check summaries, and correspondence with Hargrove Tate Partners LLC (Christine Aldridge, lead partner) and memoranda from Calderwood & Harkness LLP.
(iii) Correspondence with directors, management, and advisors: All communications — whether by email, letter, memorandum, or other written medium — with fellow directors, members of AGMG management (including, without limitation, Nadine Khalil, Priya Nair-Whitfield, and Garrett Voss), and external advisors (including Stonebridge Crane & Co., Citrine Advisory Group Inc., Brackenridge Howard Associates Inc., and Hargrove Tate Partners LLC).
(iv) Personal notes and informal communications: Personal notes, handwritten memoranda, diary entries, calendar entries, text messages (including those sent via SMS, Westmark Software, Meridian Services Inc., Signal, or any other messaging platform), and voicemails related to AGMG matters. This includes communications on personal email accounts if such accounts were used for Board business at any time.
(v) Activist campaign and proxy contest materials: All documents related to the Corvus Peak activist campaign, proxy contest, and any settlement negotiations between the Company and Corvus Peak or its representatives.
(vi) Strategic alternatives materials: All documents related to the strategic alternatives review initiated with Stonebridge Crane & Co. (engaged April 22, 2024), including Board presentations, financial analyses, term sheets, and related correspondence.
The Departing Directors should note that the preservation obligation extends to all responsive materials in their possession, custody, or control, including materials stored on personal devices (laptops, tablets, smartphones), personal email accounts, cloud storage services, and any other location where AGMG-related materials may reside.
C. Return of Company Property
Each Departing Director is required to return all physical copies of Board materials, confidential Company documents, and proprietary information to the General Counsel's office. Physical materials — including but not limited to Board binders, notebooks, USB drives, printed presentations, and any other tangible Company property — should be returned to Nadine Khalil at the Company's offices at 14 Sceptre Row, London EC2V 7QN, United Kingdom, within the timeframe specified in Section X.A below.
With respect to electronic copies stored on personal devices, the Departing Directors should preserve all such materials in place and should not delete, modify, or transfer any electronic records relating to AGMG Board service pending further instruction from counsel. Access to AGMG's internal systems, including the Board portal (Larkspur Data Systems), corporate email, and shared network drives, will be terminated as of the date of departure from the Board. The IT department has been instructed to archive the Departing Directors' corporate email accounts and portal access logs for preservation purposes.
The Departing Directors should not make additional copies of confidential Company materials beyond what is reasonably necessary for their own records in connection with potential legal proceedings. Any copies retained for this purpose should be stored securely and should not be shared with any third party without prior authorization from the Company's counsel.
D. Litigation Hold Notice
This memorandum constitutes a formal litigation hold notice. The Departing Directors are hereby instructed to suspend any routine document destruction, recycling, deletion, or overwriting that could affect documents potentially relevant to AGMG-related matters. This hold applies to all categories of materials described in Section III.B above, in all formats and storage locations.
The litigation hold will remain in effect until further written notice from counsel. The Departing Directors should take all reasonable steps to ensure compliance with the hold, including disabling any automatic deletion features on personal devices or email accounts that might result in the destruction of relevant materials, and ensuring that any cloud storage or backup systems that may contain relevant materials are maintained in their current state.
Failure to comply with this litigation hold could expose the Departing Directors to sanctions in any future litigation, including adverse inference instructions. The Departing Directors are urged to take this obligation seriously and to contact Nadine Khalil or the undersigned if they have any questions regarding the scope or application of this hold.
IV. D&O Insurance Coverage Continuity
A. Current Policy
AGMG maintains a Directors & Officers liability insurance policy that provides coverage for current and former directors and officers in connection with claims arising from their service. The current policy details are as follows:
The policy includes Side A coverage (individual director/officer coverage for non-indemnifiable losses), Side B coverage (reimbursement of the Company for indemnification payments), and Side C coverage (entity securities claims). The Departing Directors' primary interest lies in the Side A coverage, which provides direct coverage to individual insureds for losses arising from claims made against them in connection with their service as directors.
B. Coverage for Former Directors
Under the terms of Policy HIC-DOL-2024-009347, former directors and officers are covered for claims arising out of "wrongful acts" (as defined in the policy) committed during their period of service as directors, provided such claims are first made during the policy period or any applicable extended reporting period (commonly referred to as a "tail"). The policy defines "wrongful act" broadly to include any actual or alleged error, misstatement, misleading statement, act, omission, neglect, or breach of duty by an insured in their capacity as a director or officer of the Company.
The Departing Directors are insureds under Policy HIC-DOL-2024-009347 for any claims related to their service on the AGMG Board through June 7, 2024, which is the date on which their Board service terminated. Claims first made during the current policy period (through December 31, 2024) will be covered subject to the terms, conditions, retentions, and exclusions of the policy.
C. Tail Coverage Considerations
The current policy period expires on December 31, 2024. After that date, claims first made against the Departing Directors would not be covered unless the Company procures an extended reporting period endorsement (commonly known as "tail coverage") or the successor policy includes coverage for prior acts during the Departing Directors' service period.
Calderwood & Harkness has separately advised the Board (see Memorandum: D&O Insurance Implications of Board Reconstitution, dated June 11, 2024) regarding the need to evaluate tail coverage options for departing directors. We strongly recommend that AGMG procure an extended reporting period endorsement to ensure that the Departing Directors remain covered for claims made after the current policy period expires on December 31, 2024, to the extent such claims arise from acts or omissions during the Departing Directors' period of service. Tail coverage periods of six years are customary in situations involving board reconstitution, particularly where activist campaigns and potential litigation create an elevated risk of post-departure claims.
The Departing Directors should receive written confirmation from the Company (through Nadine Khalil) of the specific tail coverage provisions and the duration of the extended reporting period once finalized. We will work with the General Counsel's office to ensure that this confirmation is provided promptly.
D. Notice Requirements
If any Departing Director becomes aware of a potential claim, threatened claim, or circumstance that could reasonably be expected to give rise to a claim related to their service on the AGMG Board, they must promptly notify both of the following:
(i) Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC, 14 Sceptre Row, London EC2V 7QN, United Kingdom; and
(ii) Helmsley Indemnity Corp., One Beacon Street, Boston, MA 02108, in accordance with the notice provisions set forth in Section 7(a) of Policy HIC-DOL-2024-009347.
The policy requires that notice be given "as soon as practicable" following the insured's awareness of a claim or potential claim. Failure to provide timely notice could jeopardize coverage under the policy, including the potential for the insurer to deny coverage on the basis of late notice. The Departing Directors should err on the side of providing notice whenever there is any reasonable possibility that a matter could give rise to a covered claim. Receipt of a litigation hold notice, subpoena, demand letter, regulatory inquiry, or even a press report suggesting potential claims should be treated as a triggering event for notice purposes.
V. Indemnification Rights
A. Statutory and Bylaws Protections
Section 145 of the DGCL authorizes — and in certain cases mandates — the indemnification of directors and officers in connection with actions taken in their capacities as such. Under Section 145(a), a corporation may indemnify directors against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement in connection with third-party actions, provided the director acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. Under Section 145(b), similar indemnification is available in connection with derivative actions, except that indemnification is limited to expenses and is not available if the director is adjudged liable to the corporation unless the court approves indemnification. Under Section 145(c), mandatory indemnification is required to the extent a director has been successful on the merits or otherwise in defense of any action.
The Amended and Restated Bylaws of AGMG (effective March 22, 2022) contain indemnification provisions in Article VIII that obligate the Company to indemnify current and former directors to the fullest extent permitted by Delaware law. These provisions are designed to be self-executing and do not require Board approval for each individual claim; rather, the Bylaws establish a mandatory right of indemnification that each director may enforce directly.
In addition, the Restated Certificate of Incorporation (originally filed September 14, 2009; last restated March 22, 2022) includes an exculpation clause adopted pursuant to DGCL § 102(b)(7). This clause eliminates director personal liability for monetary damages for breaches of the duty of care, subject to the statutory exceptions set forth in Section 102(b)(7). Those exceptions preserve liability for breaches of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, improper distributions under Section 174 of the DGCL, and transactions from which a director derived an improper personal benefit.
B. Advancement of Expenses
Under Article VIII of the Amended and Restated Bylaws, directors are entitled to advancement of expenses (including reasonable attorneys' fees) incurred in connection with any action, suit, or proceeding arising from their service as directors, upon submission of an undertaking to repay such amounts if indemnification is ultimately determined not to be proper under applicable law. The right to advancement is independent of the right to indemnification and is available prior to the final disposition of the underlying proceeding.
The Departing Directors should be aware that these advancement rights survive departure from the Board. If any Departing Director is named as a party to, or becomes the subject of, any action, suit, or proceeding arising from their service as a director of AGMG, they may seek advancement of expenses by submitting a written request to the Company accompanied by the requisite undertaking. The Company's obligation to advance expenses is mandatory under the Bylaws and is enforceable by the director in the Court of Chancery of the State of Delaware.
C. Indemnification Agreements
In addition to the protections provided by the Bylaws and Certificate of Incorporation, each Departing Director may have entered into a separate indemnification agreement with the Company. Such agreements typically provide contractual indemnification and advancement rights that supplement, and in some cases expand upon, the protections available under the governing documents and the DGCL.
Each Departing Director should confirm whether they have a separate indemnification agreement with the Company on file. If so, those agreements remain in full force and effect following departure from the Board and provide an independent contractual basis for indemnification and advancement. Any questions regarding the existence, terms, or enforceability of specific indemnification agreements should be directed to Nadine Khalil, General Counsel & Corporate Secretary.
VI. Confidentiality Obligations
A. Continuing Duty of Confidentiality
The Departing Directors' obligations of confidentiality with respect to non-public Company information survive their departure from the Board indefinitely. These obligations arise under Delaware common law, the Company's governing documents, and any applicable confidentiality agreements or policies. The duty of confidentiality extends to all non-public information obtained by the Departing Directors in the course of their Board service, including but not limited to:
(i) Confidential Board deliberations and discussions, including the substance of Board votes, disagreements among directors, and the rationale underlying Board decisions.
(ii) Non-public financial information, including the Company's FY 2023 revenue of $4.37 billion, FY 2023 EBITDA of $812 million, and any internal financial projections, budgets, or forecasts shared at the Board level.
(iii) CEO succession process details, including candidate evaluations, interview summaries, reference check results, compensation analyses, and search committee materials generated by the Special Committee and Hargrove Tate Partners LLC.
(iv) Strategic alternatives discussions and any information provided by Stonebridge Crane & Co. in connection with the strategic alternatives review, including potential transaction structures, financial analyses, and indications of interest from third parties, if any.
(v) Settlement discussions with Corvus Peak, including any terms proposed, counterproposals, or negotiation strategies discussed at the Board level.
(vi) Attorney-client privileged communications with Calderwood & Harkness LLP, Ashworth Velmoran LLP (Martin Cho, lead partner), or other legal counsel retained by the Company or the Board.
The Departing Directors should exercise caution in any public or private statements concerning their service on the AGMG Board and should refrain from discussing non-public Company information with any person who is not authorized to receive such information.
B. Privilege Considerations
The attorney-client privilege attaching to communications between the Board and its legal advisors belongs to the Company, not to individual directors. This is a well-established principle of Delaware corporate law. Following their departure from the Board, the Departing Directors do not have authority to waive or disclose privileged communications on behalf of the Company. Any unauthorized disclosure of privileged materials could constitute a breach of the Departing Directors' fiduciary obligations and could also result in a waiver of the privilege, with potentially significant adverse consequences for the Company in pending and anticipated litigation.
Special Committee materials are subject to heightened privilege protections. These materials were generated in anticipation of potential litigation and in the course of rendering legal advice to the Special Committee and, through it, to the Board. Communications among the Special Committee members, between the Special Committee and its legal advisors (Calderwood & Harkness LLP), and between the Special Committee and the executive search firm (Hargrove Tate Partners LLC, to the extent such communications were made for the purpose of obtaining legal advice) are protected by the attorney-client privilege and, in many cases, by the work product doctrine. Mr. Kessler, as former Chair of the Special Committee, should be particularly attentive to maintaining the confidentiality of these materials, as he was the primary recipient and custodian of many of the most sensitive privileged communications.
The Company has prepared a privilege log covering materials withheld from the Corvus Peak § 220 production. This privilege log is being finalized by Calderwood & Harkness and will be produced in connection with the § 220 proceeding. The Departing Directors should not independently produce, disclose, or share any materials that have been designated or logged as privileged, whether in response to requests from Corvus Peak, other shareholders, journalists, or any other third party.
C. Requests from Third Parties
If any Departing Director receives a request for information, documents, or an interview from any third party concerning their service on the AGMG Board, the Departing Director should take the following steps:
(i) Do not respond to the request without first consulting with the Company's counsel.
(ii) Promptly notify Nadine Khalil, General Counsel & Corporate Secretary, of the request, including the identity of the requesting party, the nature and scope of the request, and the date on which it was received.
For the avoidance of doubt, this instruction applies to requests from any source, including but not limited to Corvus Peak Capital Partners LP or its representatives; Blackthorn Howell & Crane LLP (Dominic Sayer or Kathleen Bryce), counsel to Corvus Peak; Falconer Strauss LLC (Derek Huang); any shareholder of the Company; any regulatory authority (including the SEC, the Financial Conduct Authority, or any stock exchange); any journalist or media outlet; and any other third party. The Departing Directors should not assume that any request is routine or informal. Even casual inquiries from industry contacts or former colleagues may implicate the confidentiality and privilege obligations described herein.
VII. Cooperation Requirements
A. General Obligation to Cooperate
Each Departing Director has a continuing obligation to cooperate with the Company in connection with any pending or future legal proceedings, regulatory inquiries, or internal investigations relating to matters arising during their tenure on the Board. This obligation arises under Delaware law, the Company's governing documents, and any applicable indemnification agreements, and is a corollary of the indemnification and advancement rights described in Section V above.
The obligation to cooperate includes, without limitation:
(i) Making themselves reasonably available for interviews, depositions, and testimony, whether in connection with judicial proceedings, regulatory inquiries, or internal investigations conducted by or on behalf of the Company.
(ii) Providing documents in their possession, custody, or control that are relevant to any proceeding, in a timely manner and in a format reasonably requested by the Company's counsel.
(iii) Assisting with reconstruction of events, decision-making processes, and the factual context surrounding Board and committee actions during their tenure, including providing context for contemporaneous documents and communications.
The cooperation obligation is subject to a standard of reasonableness. The Company will endeavor to minimize disruption to the Departing Directors' personal and professional lives and will coordinate the timing and location of any cooperation activities with due regard for the Departing Directors' schedules and other commitments. However, the Departing Directors should understand that the nature of the pending matters may require their meaningful engagement, and they should make themselves available on reasonable notice.
B. Specific Pending Matters Requiring Potential Cooperation
The following specific pending matters may require the Departing Directors' cooperation in the near to medium term:
1. DGCL § 220 Books-and-Records Demand. Corvus Peak's March 22, 2024 demand for books and records pursuant to DGCL § 220 remains unresolved. The Company has objected to the demand on privilege grounds and has asserted that the requested materials are protected by the attorney-client privilege and the work product doctrine. If the matter proceeds to litigation in the Court of Chancery of Delaware, the Departing Directors may be called upon to provide testimony regarding the Board's processes and decision-making, particularly regarding the CEO search and Special Committee proceedings. The Court of Chancery routinely orders depositions and limited discovery in contested § 220 proceedings, and the Departing Directors — particularly Mr. Kessler, as former Chair of the Special Committee — may be key witnesses.
2. Potential Shareholder Litigation. The activist campaign, proxy contest, and reconstitution of the Board may give rise to shareholder derivative or direct claims. Such claims could assert, among other things, that the incumbent Board's response to the Corvus Peak campaign was inadequate, that the CEO succession process was flawed, or that the strategic alternatives review was conducted improperly. The Departing Directors may be named as parties, served as witnesses, or both in such proceedings. The risk of post-departure litigation is heightened in the current environment, and the Departing Directors should be prepared for the possibility that they will be asked to participate in legal proceedings for an extended period following their departure.
3. SEC and FCA Disclosure Matters. AGMG is dual-listed on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange (ticker: AGMG.L). This dual listing creates disclosure obligations under both U.S. securities laws (including the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC) and the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (DTR 5). The Departing Directors may be asked to assist with compliance inquiries related to disclosures made during their tenure, including proxy statements, current reports on Form 8-K, and any announcements made pursuant to the FCA's Market Abuse Regulation framework. Such inquiries may involve questions regarding the accuracy and completeness of disclosures concerning the CEO succession process, the activist campaign, and the strategic alternatives review.
C. Reimbursement for Cooperation
The Company's Bylaws and indemnification obligations should cover reasonable out-of-pocket expenses incurred by the Departing Directors in fulfilling cooperation obligations. Reimbursable expenses include, by way of example, reasonable travel costs (including airfare, lodging, and ground transportation), document retrieval and production costs, and incidental expenses associated with attending interviews, depositions, or other proceedings at the Company's request.
The Departing Directors should coordinate with Nadine Khalil regarding expense reimbursement procedures. To facilitate timely reimbursement, the Departing Directors should submit itemized expense reports with supporting documentation within thirty (30) days of incurring any reimbursable expense.
If any Departing Director retains personal counsel in connection with cooperation requests or potential claims arising from their Board service, advancement of legal fees may be available under the Bylaws and/or any applicable indemnification agreement, as described in Section V.B above. The Departing Directors should discuss any retention of personal counsel with Nadine Khalil to ensure that advancement procedures are followed correctly and that the Company is aware of the engagement.
VIII. Hugh Pemberton — Special Considerations
As a co-founder of AGMG and the holder of approximately 2.1% of outstanding shares (8,664,600 shares of 412,600,000 shares outstanding), Hugh Pemberton retains a significant equity interest in the Company following his departure from the Board. Mr. Pemberton's continuing shareholding gives rise to several considerations that are specific to his circumstances and that warrant separate attention in this memorandum.
Securities Law Restrictions. Mr. Pemberton's continuing shareholding means that he remains subject to applicable securities laws regarding trading on material non-public information ("MNPI"). During his Board service, Mr. Pemberton had access to a broad range of non-public information concerning the Company's financial performance, strategic direction, CEO succession process, and response to the Corvus Peak activist campaign. Much of this information is likely to constitute MNPI for purposes of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, as well as the European Union Market Abuse Regulation (as it applies through the UK's onshored regime) and the FCA's rules.
Mr. Pemberton should observe any blackout or trading restrictions that may apply based on information received during his Board service until such information becomes public through Company disclosure or is no longer material. Although Mr. Pemberton is no longer subject to the Company's insider trading policy in his capacity as a director, the underlying securities law prohibitions on trading while in possession of MNPI apply regardless of whether the individual is a current director, officer, or employee. Trading in AGMG shares (NYSE: AGMG; LSE: AGMG.L) during the period immediately following Mr. Pemberton's departure could attract regulatory scrutiny and potential liability if conducted while Mr. Pemberton possesses MNPI.
Recommendation. Mr. Pemberton should consult with personal securities counsel before engaging in any planned transactions in AGMG securities during the period immediately following his departure from the Board. We recommend that Mr. Pemberton refrain from trading until he has received specific advice from personal counsel regarding the applicability of trading restrictions in light of the information he received during his Board service. This recommendation applies to transactions on both the NYSE and the LSE, as well as any derivative transactions referencing AGMG securities.
Section 16 Considerations. As a former director, Mr. Pemberton may remain subject to the reporting requirements and short-swing profit provisions of Section 16 of the Securities Exchange Act of 1934 for a period following his departure. Section 16(b) liability can attach to "profits" realized from matching purchases and sales (or sales and purchases) of Company equity securities within any six-month period if one of the transactions occurred while Mr. Pemberton was a director. Mr. Pemberton should consult with personal securities counsel regarding any Section 16 reporting obligations and the applicability of Section 16(b) to any planned transactions.
IX. Tobias Kessler — Special Considerations as Former Special Committee Chair
Mr. Kessler's role as Chair of the Special Committee formed on March 18, 2024, gives rise to particular obligations that warrant specific attention. As Chair, Mr. Kessler had principal oversight of the CEO succession process and was the primary Board liaison with Hargrove Tate Partners LLC (Christine Aldridge, lead partner) and Calderwood & Harkness LLP regarding the executive search. Mr. Kessler was also the central figure in the Special Committee's deliberations and decision-making, and he possesses uniquely detailed knowledge of the Committee's work.
Heightened Privilege Sensitivity. Mr. Kessler possesses particularly sensitive privileged information regarding the Special Committee's evaluation of internal candidate Priya Nair-Whitfield and external candidates including Jonathan Hale. Mr. Kessler is also aware of the Special Committee's analysis of the relationship between Jonathan Hale and Damien Solberg (Founding Partner & Chief Investment Officer of Corvus Peak Capital Partners LP), and the associated independence concerns that the Special Committee identified and investigated. These matters are among the most sensitive and potentially consequential issues in any future litigation, and the privilege attaching to the Special Committee's analysis of these issues must be preserved.
Document Preservation. Mr. Kessler should take especial care to preserve all personal notes, calendar entries, and communications related to Special Committee proceedings. Given Mr. Kessler's central role, his personal files are likely to contain contemporaneous records that would be central to any future fiduciary duty litigation. This includes handwritten notes taken during Special Committee meetings, emails exchanged with Christine Aldridge of Hargrove Tate Partners LLC, communications with Calderwood & Harkness, and any personal memoranda or reflections regarding the CEO search process.
Communication Restrictions. Mr. Kessler should not communicate with Jonathan Hale, Damien Solberg, Erin Nakamura (Portfolio Manager at Corvus Peak Capital Partners LP), or any other representative of Corvus Peak regarding the CEO search process or Special Committee deliberations without prior consultation with the Company's counsel. Any such communication could jeopardize the attorney-client privilege, create potential waiver issues, and could be construed as interference with the reconstituted Board's ongoing deliberations regarding CEO succession. This restriction applies to both direct communications and communications through intermediaries.
Potential Witness Role. Mr. Kessler should be aware that, given his role as Special Committee Chair, he is the most likely witness to be called in connection with any § 220 proceeding, any fiduciary duty litigation, or any regulatory inquiry relating to the CEO succession process. Mr. Kessler should prepare accordingly and should ensure that his recollections are preserved through the document preservation steps described in this memorandum. If Mr. Kessler has not already retained personal counsel, we recommend that he do so promptly given the elevated risk of his involvement in future proceedings.
X. Practical Steps and Recommended Actions
A. Immediate Actions (Within 10 Business Days of June 7, 2024)
Each Departing Director is requested to take the following actions within ten (10) business days of June 7, 2024 (i.e., no later than June 21, 2024):
1.  Return physical materials. Return all physical AGMG Board materials to the General Counsel's office, including but not limited to Board binders, notebooks, printed presentations, USB drives, and any other tangible Company property. Materials should be returned to Nadine Khalil at 14 Sceptre Row, London EC2V 7QN, United Kingdom. If return by courier or mail is necessary, the materials should be sent by secure tracked delivery, and Nadine Khalil should be notified of the shipment.
2.  Preserve electronic communications. Preserve all electronic communications (emails, text messages, voicemails, calendar entries) related to AGMG Board service on personal devices and accounts. Do not delete, modify, archive, or transfer any such records. If any automatic deletion features are enabled on personal devices or email accounts, such features should be disabled immediately to the extent they may affect AGMG-related materials.
3.  Confirm receipt of this memorandum. Confirm receipt and understanding of this memorandum in writing. An email to Nadine Khalil (with a copy to the undersigned) is sufficient for this purpose.
4.  Identify personal counsel. Identify any personal counsel retained or to be retained in connection with AGMG-related matters and notify Nadine Khalil of such counsel's name, firm, address, telephone number, and email address. If personal counsel has not yet been retained, the Departing Directors are encouraged to consider doing so in light of the pending matters described in this memorandum.
B. Ongoing Obligations
In addition to the immediate actions described above, each Departing Director has the following ongoing obligations:
1.  Maintain the litigation hold. Continue to comply with the litigation hold described in Section III.D of this memorandum. The hold will remain in effect until further written notice from counsel. Do not destroy, delete, or dispose of any materials that may be relevant to AGMG-related matters.
2.  Report third-party requests. Promptly report any requests for information, documents, or interviews from third parties concerning AGMG Board service to Nadine Khalil, in accordance with Section VI.C of this memorandum. Do not respond to any such request without first consulting with the Company's counsel.
3.  Cooperate with reasonable requests. Cooperate with reasonable requests from the Company or its counsel in connection with pending or anticipated legal proceedings, regulatory inquiries, or internal investigations, in accordance with Section VII of this memorandum.
4.  Provide notice of potential claims. Provide timely notice to both Helmsley Indemnity Corp. (at One Beacon Street, Boston, MA 02108, referencing Policy No. HIC-DOL-2024-009347) and the Company (through Nadine Khalil) of any potential claims, threatened claims, or circumstances that could give rise to claims related to AGMG Board service, in accordance with Section IV.D of this memorandum.
XI. Contact Information
For questions regarding this memorandum or the obligations described herein, the Departing Directors should contact:
Nadine Khalil General Counsel & Corporate Secretary Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom
Nathaniel Bower Partner Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019
Please note that Calderwood & Harkness LLP's engagement as independent governance counsel to the Board will terminate effective July 8, 2024, pursuant to the reconstituted Board's notice dated June 21, 2024. Successor governance counsel will be identified and retained by the reconstituted Board. Following the termination of Calderwood & Harkness's engagement, questions should be directed to Nadine Khalil, who will coordinate with successor counsel as appropriate.
For D&O insurance inquiries, the Departing Directors may also contact Helmsley Indemnity Corp. directly:
Helmsley Indemnity Corp. One Beacon Street Boston, MA 02108 Reference: Policy No. HIC-DOL-2024-009347
XII. Conclusion and Acknowledgment
Calderwood & Harkness LLP appreciates each Departing Director's dedicated service to Aurelius Global Media Group PLC and their constructive engagement during this challenging period of transition. We recognize that the proxy contest and the outcome of the AGM may be disappointing, and we are committed to ensuring that the transition is handled in a manner that is orderly, professional, and protective of all parties' interests.
The obligations described in this memorandum are designed to protect the interests of the Company, its shareholders, and the Departing Directors themselves. Compliance with these obligations will help to preserve the Departing Directors' indemnification and insurance rights, protect against potential liability arising from post-departure conduct, and facilitate the efficient resolution of pending matters.
Each Departing Director is requested to sign and return the attached acknowledgment form confirming receipt and understanding of the obligations set forth herein. The signed acknowledgment should be returned to Nadine Khalil at the address listed above within ten (10) business days of the date of this memorandum.
We remain available to address any questions that may arise and wish each of the Departing Directors well in their future endeavors.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower, Partner
Prepared by: Nathaniel Bower, Partner Audrey Zhou, Associate Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019
Matter No.: 1017-00002
ACKNOWLEDGMENT OF RECEIPT AND UNDERSTANDING
I, the undersigned, hereby acknowledge that I have received and reviewed the Memorandum dated June 9, 2024, from Calderwood & Harkness LLP, regarding my post-departure obligations as a former director of Aurelius Global Media Group PLC. I understand the obligations described therein, including with respect to document preservation, litigation hold, return of company property, confidentiality, cooperation, D&O insurance notice requirements, and indemnification rights. I acknowledge that the receipt and review of this memorandum does not create an attorney-client relationship between me and Calderwood & Harkness LLP, and that I have been advised to consult with personal legal counsel regarding any questions about my individual obligations or exposure.
TOBIAS KESSLER
Signature: ________
Date: ________
HUGH PEMBERTON
Signature: ________
Date: ________
SOFIA DELGADO-RÍOS
Signature: ________
Date: ________
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION Calderwood & Harkness LLP | Matter No. 1017-00002
Element | Details
Insurer | Helmsley Indemnity Corp.
Principal Office | One Beacon Street, Boston, MA 02108
Policy Number | HIC-DOL-2024-009347
Policy Period | January 1, 2024 through December 31, 2024
Annual Premium | $3,800,000
Per-Occurrence Limit | $75,000,000
Aggregate Limit | $150,000,000

MEMORANDUM

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT OF RECEIPT AND UNDERSTANDING

TOBIAS KESSLER

HUGH PEMBERTON

SOFIA DELGADO-RÍOS

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Parties

Dates

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