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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

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

MEMORANDUM

To: Board of Directors, Aurelius Global Media Group PLC

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

Date: May 24, 2024

Re: Analysis of Tarrant Partners LLC Recommendation — 2024 Annual General Meeting of Aurelius Global Media Group PLC (NYSE: AGMG; LSE: AGMG.L)

Matter No.: 1017-00002

Classification: Attorney-Client Privileged; Attorney Work Product

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I. Executive Summary

On May 22, 2024, Westmark Solutions ("Tarrant Partners LLC") published its proxy advisory report for the 2024 Annual General Meeting ("AGM") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), scheduled for June 7, 2024. Tarrant Partners LLC recommends that AGMG shareholders vote FOR all three director nominees put forward by Corvus Peak Capital Partners LP ("Corvus Peak"): Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu. Correspondingly, Tarrant Partners LLC recommends that shareholders WITHHOLD their votes from incumbent directors Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos.

This recommendation is materially more adverse to the incumbent Board than the recommendation issued by Cobalt Ridge Solutions ("ISS") on May 17, 2024. ISS recommended that shareholders vote FOR only two of the three Corvus Peak nominees — Trask and Chu — while recommending WITHHOLD on Vanessa Loring due to her affiliation with Corvus Peak as a Managing Director of the fund. The Tarrant Partners LLC decision to support Loring notwithstanding her lack of independence from the activist is a particularly significant development, as it amplifies the likelihood that Corvus Peak will secure all three contested Board seats at the AGM.

Tarrant Partners LLC's support for the full Corvus Peak slate must be viewed in the context of other recent developments that have collectively shifted the balance of the proxy contest decisively in Corvus Peak's favor. On May 17, 2024 — the same day ISS issued its recommendation — Windermere Pension Trust, which holds approximately 4.4% of AGMG's outstanding common shares (18,154,400 shares), publicly announced its support for the full Corvus Peak slate. Taken together, these developments have necessitated a material upward revision in our vote projections. Updated analysis, prepared in coordination with the Company's proxy solicitor, Citrine Advisory Group Inc. ("Citrine"), now indicates a strong probability — estimated at 75-85% — that the Board will lose all three contested seats at the June 7 AGM. The directors most likely to fail re-election under these revised projections are Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos.

In light of these developments, Calderwood & Harkness LLP ("Calderwood & Harkness") recommends that the Board immediately resume settlement discussions with Corvus Peak to attempt a negotiated resolution before the AGM. The window for a cooperative outcome — one that would allow the Board to secure meaningful governance protections in exchange for conceding seats that are now overwhelmingly likely to be lost — is narrowing rapidly. Each day that passes without a resumption of dialogue further erodes the Board's remaining negotiating leverage.

This memorandum supplements and should be read in conjunction with the ISS analysis memorandum delivered to the Board on May 19, 2024 (the "ISS Memorandum"), and the broader proxy contest defense memorandum delivered on April 28, 2024 (the "Defense Memorandum"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Defense Memorandum.

II. Background

A. The Proxy Contest

Corvus Peak Capital Partners LP is a Delaware limited partnership with its principal office at 590 Lexington Avenue, 34th Floor, New York, NY 10022. Its general partner is Corvus Peak Management LLC. The fund was founded by, and is led by, Damien Solberg, who serves as Chief Investment Officer. The portfolio manager responsible for the Corvus Peak campaign with respect to AGMG is Erin Nakamura. As of the most recent amended Schedule 13D filing, Corvus Peak holds approximately 8.7% of AGMG's outstanding common shares, representing approximately 35,896,200 shares out of a total of 412,600,000 shares of common stock outstanding. Based on publicly available information and our analysis, Corvus Peak's average cost basis in these shares is approximately $20.97 per share, reflecting a total investment of approximately $752.8 million.

Corvus Peak's accumulation of its AGMG position and the subsequent escalation to a full proxy contest unfolded over the first quarter of 2024. Corvus Peak initially filed a Schedule 13D with the Securities and Exchange Commission ("SEC") on January 18, 2024, disclosing a 6.1% beneficial ownership stake. On February 26, 2024, Corvus Peak filed an amendment to its Schedule 13D reflecting an increase in its stake to 8.7% and publicly announcing its intention to nominate three candidates for election to the Board at the 2024 AGM. Formal director nominations were submitted on March 1, 2024, within the advance notice window of February 10 through March 11, 2024, as established by Section 2.9 of AGMG's Amended and Restated Bylaws (effective March 22, 2022). The nominations were received by the Company's General Counsel and Corporate Secretary, Nadine Khalil, and were reviewed by Calderwood & Harkness for compliance with the advance notice provisions. We confirmed in our March 4, 2024 correspondence to the Board that the nominations were procedurally compliant.

With respect to proxy filings, Corvus Peak filed its preliminary proxy statement with the SEC on April 1, 2024, and its definitive proxy statement on May 6, 2024. AGMG management filed its preliminary proxy statement on April 5, 2024, and its definitive proxy statement on May 3, 2024. Both definitive proxy statements have been disseminated to shareholders and are currently the basis for ongoing solicitation efforts by both sides.

It is important to note that the contested election triggers the plurality voting standard under AGMG's bylaws. The Company adopted a majority voting standard for uncontested director elections in 2021 as part of a broader governance reform initiative. However, consistent with market practice and the terms of the Company's bylaws, plurality voting applies in any election in which the number of nominees exceeds the number of seats to be filled. Under the plurality standard, the nominees receiving the highest number of affirmative votes will be elected, regardless of whether any nominee receives majority support. This means that the three Corvus Peak nominees need only receive more votes than the three lowest-performing incumbent nominees — not a majority of votes cast — in order to secure their seats.

Corvus Peak is represented in this matter by Blackthorn Howell & Crane LLP, with lead partner Dominic Sayer directing the engagement. Corvus Peak has also retained Falconer Strauss LLC as its proxy solicitor, with Derek Huang serving as the lead contact. On the Company's side, AGMG management engaged Citrine Advisory Group Inc. on February 28, 2024 for proxy defense services, with Sandra Eriksson serving as the lead contact. Calderwood & Harkness was engaged by the Board on March 2, 2024 to serve as special counsel in connection with the proxy contest.

B. The Corvus Peak Nominees

Corvus Peak has nominated the following three individuals for election to the AGMG Board at the 2024 AGM:

Malcolm Trask — age 58. Mr. Trask is the former Chief Executive Officer of Archway Digital Holdings Inc., a publicly traded digital media company where he served as CEO from 2012 to 2021. During his tenure, Archway Digital underwent a significant digital transformation, and its market capitalization grew from approximately $1.2 billion to approximately $4.8 billion. Mr. Trask is positioned by Corvus Peak as an independent, governance-focused director with deep operating experience in the digital media sector. He currently serves on the boards of two private companies and is not affiliated with Corvus Peak other than through his nomination. Both ISS and Tarrant Partners LLC have classified Mr. Trask as independent.

Vanessa Loring — age 44. Ms. Loring is a Managing Director at Corvus Peak Capital Partners LP, where she leads the firm's shareholder engagement and governance practice. Prior to joining Corvus Peak in 2017, she was a Vice President at Harborview Capital Management and held governance advisory roles at two major institutional investors. Ms. Loring is the sole affiliated nominee on the Corvus Peak slate. As an employee of Corvus Peak, she would not be considered independent under NYSE listing standards, AGMG's Corporate Governance Guidelines, or the standards applied by either ISS or Tarrant Partners LLC. Proxy advisory firms typically scrutinize affiliated nominees with heightened skepticism, which makes Tarrant Partners LLC's decision to support her candidacy all the more noteworthy, as discussed in detail in Part III below.

Dr. Raymond Chu — age 61. Dr. Chu is the former President of Helix Media Networks Inc., a position he held from 2010 to 2020. He brings extensive experience in content development, distribution strategy, and media industry operations. Dr. Chu holds a Ph.D. in Communications from Columbia University and has served on the advisory boards of several media industry trade organizations. He is positioned by Corvus Peak as a media industry veteran with particular expertise in content and distribution that is directly relevant to AGMG's strategic challenges in the streaming and digital content space. Both ISS and Tarrant Partners LLC have classified Dr. Chu as independent.

C. The Incumbent Directors at Risk

Under the plurality voting standard applicable to this contested election, the three incumbent directors receiving the fewest votes among the combined 13-nominee field (10 incumbents standing for re-election plus three Corvus Peak nominees) will fail to secure re-election. Based on our analysis, the three incumbents most at risk of losing their seats are as follows:

Tobias Kessler — age 63. Mr. Kessler has served as an Independent Non-Executive Director since 2018. He is the retired Managing Partner of Kessler Marsh Advisory LLP, a London-based financial advisory firm. On March 18, 2024, Mr. Kessler was appointed Chair of the Special Committee formed by the Board to oversee the CEO succession process and to evaluate the Company's strategic direction in the context of the proxy contest. His departure from the Board would result in the loss of the Special Committee's Chair and would materially affect the Committee's functioning and institutional continuity.

Hugh Pemberton — age 71. Mr. Pemberton is a co-founder of AGMG and has served as a Non-Executive Director since the Company's incorporation. He holds approximately 2.1% of AGMG's outstanding common shares (8,664,600 shares), making him the largest individual insider holder. Mr. Pemberton is the longest-tenured director on the Board, a fact that Tarrant Partners LLC specifically cites as raising concerns about board refreshment and independence. His deep institutional knowledge of the Company is offset, in the advisory firms' view, by the governance risks associated with prolonged director tenure. Mr. Pemberton's age and tenure make him a particular target for proxy advisory firm criticism, a dynamic we flagged in the Defense Memorandum.

Sofia Delgado-Ríos — age 52. Ms. Delgado-Ríos has served as an Independent Non-Executive Director since 2019. She is a media industry consultant and former senior executive at two major European broadcasting companies. While her qualifications and expertise are not directly criticized by either advisory firm, she is identified as one of the three weakest incumbent nominees primarily because of her lower public profile relative to other Board members and because both advisory firms have concluded that the Board would benefit from the specific skill sets brought by the Corvus Peak nominees.

D. Prior ISS Recommendation (May 17, 2024)

As analyzed in detail in Calderwood & Harkness's ISS Memorandum dated May 19, 2024, ISS published its proxy advisory report on May 17, 2024. ISS recommended that AGMG shareholders vote FOR two of the three Corvus Peak nominees — Malcolm Trask and Dr. Raymond Chu — on the basis that their qualifications and independence, combined with the governance and performance concerns identified by ISS, warranted board-level change. However, ISS recommended that shareholders WITHHOLD their votes from Vanessa Loring. ISS's rationale for withholding on Loring was grounded in her affiliation with Corvus Peak, which ISS concluded compromised her ability to serve as a truly independent director and created the risk that she would function primarily as a representative of Corvus Peak's economic interests rather than as a fiduciary for all shareholders.

On the same day, Windermere Pension Trust — a significant institutional holder with a stake of approximately 4.4% (18,154,400 shares), led by Chief Investment Officer Bernard Napier — issued a public statement announcing its support for the full Corvus Peak slate, including Vanessa Loring. Windermere's statement expressly disagreed with ISS's withhold recommendation on Loring, characterizing her governance expertise and operational capabilities as valuable additions to the Board regardless of her Corvus Peak affiliation.

Calderwood & Harkness delivered its analysis of the ISS recommendation and the Windermere development to the Board on May 19, 2024. At that time, we noted that the ISS recommendation, while adverse, was not a worst-case outcome for the Board given the withhold recommendation on Loring. The Tarrant Partners LLC report issued on May 22, 2024, which is the subject of this memorandum, has now eliminated that silver lining.

III. Tarrant Partners LLC Recommendation — Detailed Analysis

A. Summary of Recommendation

Tarrant Partners LLC published its proxy advisory report for the AGMG 2024 AGM on May 22, 2024 (the "Tarrant Partners LLC Report"). The Tarrant Partners LLC Report makes the following recommendations to AGMG shareholders:

• Vote FOR all three Corvus Peak nominees: Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu.

• WITHHOLD votes from the following incumbent directors: Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos.

This is a more aggressive recommendation than the ISS recommendation in a critical respect: Tarrant Partners LLC supports the full Corvus Peak slate, including Vanessa Loring, whereas ISS withheld on Loring due to her Corvus Peak affiliation. The practical significance of this divergence cannot be overstated. A substantial number of institutional investors — particularly those with UK governance mandates and those that weight Tarrant Partners LLC's recommendations heavily in their voting policies — will now have advisory firm cover to vote for the entire Corvus Peak slate. This makes a full sweep by Corvus Peak materially more likely than it was following the ISS recommendation alone.

B. Tarrant Partners LLC's Stated Rationale

The Tarrant Partners LLC Report articulates a multi-pronged rationale for its recommendations. We address each of the principal analytical threads below.

1. Board Refreshment and Oversight Deficiencies. Tarrant Partners LLC devotes considerable attention to the Board's handling of the CEO succession process. The report characterizes the Board's designation of Priya Nair-Whitfield as Interim CEO on March 8, 2024 — the same date as Marcus Vane's resignation — as a "predetermined outcome" that "prejudiced the integrity of the formal search process that the Board subsequently announced." Tarrant Partners LLC argues that the speed with which Ms. Nair-Whitfield was named to the Interim CEO role, combined with the Board's failure to conduct even a preliminary assessment of alternative internal candidates, suggests that the succession decision was driven by expediency rather than rigorous governance.

This criticism echoes, almost verbatim, the public letter issued by Corvus Peak on April 15, 2024, in which Damien Solberg and Erin Nakamura described the Nair-Whitfield appointment as "a fait accompli that denied shareholders any meaningful input into the single most consequential governance decision facing this Company." We note that Tarrant Partners LLC's adoption of this framing — and, in some instances, the specific language used by Corvus Peak — is a concerning development, as it suggests that the activist's narrative has been broadly accepted by the proxy advisory community.

Tarrant Partners LLC further notes that Marcus Vane's resignation as CEO (effective March 8, 2024) was unexpected and that the Board lacked an established emergency succession plan. Tarrant Partners LLC characterizes this as a significant governance failure, particularly given Vane's eight-year tenure as CEO (having served in that capacity since 2016). The report states that "a board overseeing a company of this size and complexity should have had a robust and well-documented succession framework in place, particularly for the CEO role, well before the need arose." Tarrant Partners LLC criticizes the Board for not having commenced a formal CEO succession planning process at an earlier date, notwithstanding the stability of Vane's tenure, arguing that ongoing CEO succession planning is a fundamental responsibility of any well-functioning board.

2. Financial Performance Concerns. The Tarrant Partners LLC Report highlights AGMG's financial performance as a contributing factor in its support for the Corvus Peak slate. Specifically, Tarrant Partners LLC references the Company's fiscal year 2023 financial results: revenue of $4.37 billion and EBITDA of $812 million, representing an EBITDA margin of approximately 18.6%. Tarrant Partners LLC benchmarks these results unfavorably against a peer group of media industry companies, noting that the Company's EBITDA margin falls below the median for its peer group and that the margin trajectory has been declining over the trailing three-year period.

Tarrant Partners LLC also notes the decline in AGMG's market capitalization — approximately £6.82 billion (approximately $8.65 billion at current exchange rates) as of March 1, 2024 — relative to the Company's market capitalization at the end of fiscal year 2022 and fiscal year 2021. The report attributes a portion of this decline to broader market conditions affecting the media sector, but argues that AGMG-specific operational issues — particularly the underperformance of the Company's Streaming & Digital Content segment — account for a material share of the relative underperformance.

On the subject of the Streaming & Digital Content segment, which represents approximately 42% of the Company's revenue (approximately $1,835.4 million in FY 2023), Tarrant Partners LLC identifies the segment as a persistent area of concern. The report notes that the Luminos streaming platform, launched in 2019, has consistently failed to meet the subscriber growth targets articulated by management at the time of launch and reiterated in subsequent investor presentations. Tarrant Partners LLC argues that the Board's failure to hold management accountable for these shortfalls — or to articulate a credible revised strategy for the streaming business — supports the case for board-level change.

3. Board Composition and Tenure. Tarrant Partners LLC places significant emphasis on board composition and director tenure concerns. The report specifically flags Hugh Pemberton's tenure as a co-founder and the longest-serving director on the Board, noting his age (71) and the fact that he has served on the Board since the Company's inception. Tarrant Partners LLC characterizes extended director tenure as a governance risk factor, arguing that it "can compromise the independence and objectivity of even the most well-intentioned directors" and that "boards that fail to refresh their membership on a regular cadence risk developing blind spots and institutional inertia."

The Tarrant Partners LLC Report also references the Board's decision to declassify in 2021 in response to a shareholder proposal that received majority support at the 2020 AGM. Tarrant Partners LLC frames this history as evidence of a pattern of shareholder dissatisfaction with the Board's governance practices, noting that "declassification was a step in the right direction, but it was a reactive measure taken only after shareholders forced the issue, rather than a proactive governance initiative."

Perhaps most significantly for the Board's immediate decision-making, Tarrant Partners LLC expresses concern about the Board's rejection of Corvus Peak's May 10, 2024 settlement proposal. That proposal, as detailed in Part VI below, offered two Corvus Peak nominees seated immediately in exchange for a pause in the CEO search pending Board reconstitution. Tarrant Partners LLC characterizes the Board's rejection as "potentially reflecting entrenchment rather than sound fiduciary judgment," noting that the proposal appeared to be a "reasonable compromise that would have addressed a significant portion of the activist's concerns while allowing the Board to retain a majority of its members." This is a particularly damaging assessment, as it suggests that Tarrant Partners LLC views the Board's decision-making as driven, at least in part, by self-interest rather than shareholder welfare.

4. Support for Vanessa Loring Despite Affiliation. The most analytically significant aspect of the Tarrant Partners LLC Report is its decision to recommend shareholders vote FOR Vanessa Loring despite her affiliation with Corvus Peak as a Managing Director. This divergence from ISS's withhold recommendation on Loring warrants careful examination.

Tarrant Partners LLC acknowledges that Ms. Loring is not independent from Corvus Peak and that affiliated nominees are generally viewed with greater skepticism by institutional investors and proxy advisory firms. However, concludes that, in this specific factual context, the benefits of including an activist-affiliated director outweigh the independence concerns. The report articulates several grounds for this conclusion.

First, Tarrant Partners LLC notes that Ms. Loring has "significant governance expertise" derived from her work at Corvus Peak and, prior to that, at Harborview Capital Management and in governance advisory roles at major institutional investors. Tarrant Partners LLC argues that this expertise is directly relevant to the governance challenges facing AGMG and that Ms. Loring's skills would be additive to the Board's capabilities.

Second, Tarrant Partners LLC argues that Ms. Loring's presence on the Board would "ensure accountability and follow-through on the activist's stated platform." In Tarrant Partners LLC's view, the risk of an activist securing board representation through independent nominees who subsequently fail to implement the activist's agenda — or who are co-opted by the incumbent board — is a real concern for shareholders. The presence of an affiliated director, Tarrant Partners LLC reasons, provides a "structural check" on this risk.

Third, and notably, Tarrant Partners LLC addresses the independence composition of the Board as a whole. The report observes that the AGMG Board already includes two executive directors — Priya Nair-Whitfield (Interim CEO/COO) and Garrett Voss (CFO) — and argues that adding one affiliated non-executive director "does not create a disproportionate independence concern on a 10-member board." Under Tarrant Partners LLC's analysis, even with Ms. Loring seated, the Board would retain a substantial majority of independent directors (six out of ten occupied seats, assuming the one vacancy is not filled), which Tarrant Partners LLC views as sufficient to ensure robust independent oversight.

5. Defensive Posture Criticism. The Tarrant Partners LLC Report contains a mixed assessment of the Board's defensive posture during the proxy contest. On the positive side, Tarrant Partners LLC notes that the Board considered and rejected the adoption of a shareholder rights plan ("poison pill") on April 10, 2024. Tarrant Partners LLC views this decision favorably, characterizing it as evidence that "the Board, to its credit, declined to deploy one of the more aggressive defensive tools available to it."

However, Tarrant Partners LLC is critical of the Board's subsequent engagement of Stonebridge Crane & Co. ("Stonebridge") on April 22, 2024 to evaluate strategic alternatives. Tarrant Partners LLC characterizes this engagement as "potentially a defensive maneuver designed to distract from governance issues rather than a genuine value-creation exercise." The report questions the timing of the Stonebridge engagement — which came approximately three weeks after the poison pill was rejected and approximately three weeks before the definitive proxy statements were filed — and suggests that the strategic alternatives review may have been launched to give the Board a narrative tool in its proxy solicitation materials rather than to pursue a bona fide exploration of strategic options.

Tarrant Partners LLC also notes the financial terms of the Stonebridge engagement: a monthly retainer of $250,000 and a transaction fee equal to 0.25% of enterprise value if a change-of-control transaction is consummated. While Tarrant Partners LLC does not opine on whether these terms are market, the report observes that the transaction fee structure creates an incentive for Stonebridge to advocate for a change-of-control transaction, which may or may not be aligned with shareholder interests.

C. Assessment of Tarrant Partners LLC Methodology

It is useful to place the Tarrant Partners LLC recommendation in the broader context of the firm's analytical methodology and recent advisory trends. Tarrant Partners LLC's analytical framework places comparatively greater weight on board refreshment, director tenure, and shareholder responsiveness than the framework employed by ISS. While both firms consider financial performance, governance practices, and the qualifications of nominees, Tarrant Partners LLC has historically been more willing to support activist campaigns in cases where it identifies a pattern of governance inertia or board entrenchment. This institutional predisposition is reflected in the Tarrant Partners LLC Report's emphasis on Pemberton's tenure, the Board's handling of the CEO succession, and the Board's rejection of the May 10 settlement proposal.

Tarrant Partners LLC's support for Vanessa Loring is particularly notable because it diverges from the typical proxy advisory firm skepticism toward activist-affiliated nominees. This divergence appears to reflect Tarrant Partners LLC's judgment that the severity of AGMG's governance concerns — particularly the CEO succession process and the Board's perceived defensiveness — warranted a stronger activist presence on the Board than would have been achieved by seating only the two independent nominees. In essence, Tarrant Partners LLC appears to have concluded that the accountability benefits of an affiliated director outweigh the independence costs in this specific case.

The Tarrant Partners LLC recommendation is also consistent with a broader trend we have observed in the firm's recent advisory output. Over the past 18 months, Tarrant Partners LLC has supported full activist slates in a number of high-profile contested elections involving CEO succession disputes and perceived board entrenchment, including at Bellwether Communications Inc. (November 2023) and Pinnacle Logistics Group (January 2024). In both of those cases, Tarrant Partners LLC supported affiliated nominees over ISS's objections, and in both cases, the full activist slate was subsequently elected. While each proxy contest turns on its specific facts, this pattern suggests that Tarrant Partners LLC is increasingly willing to take a more aggressive posture in support of activist campaigns than ISS, particularly in cases involving governance failures at the CEO succession level.

The key analytical difference between the ISS and Tarrant Partners LLC recommendations can be summarized as follows: ISS withheld on Loring primarily because of her affiliation with Corvus Peak, applying its standard framework for evaluating affiliated nominees, which creates a presumption against support absent compelling countervailing factors. Tarrant Partners LLC, by contrast, concluded that the specific factual context of the AGMG proxy contest — the severity of the governance concerns, the Board's defensive conduct, and the adequacy of the Board's overall independence even with an affiliated director seated — provided sufficiently compelling countervailing factors to overcome the presumption against supporting an affiliated nominee. The Board should understand that reasonable minds can differ on this question, but the practical reality is that Tarrant Partners LLC's conclusion will influence a significant number of votes.

IV. Updated Vote Projections

A. Methodology. The updated vote projections set forth below incorporate the Tarrant Partners LLC recommendation (May 22, 2024), the ISS recommendation (May 17, 2024), the Windermere Pension Trust public statement of support for the full Corvus Peak slate (May 17, 2024), and refined analysis of institutional holder voting tendencies. These projections have been prepared in coordination with Citrine Advisory Group Inc., with Sandra Eriksson leading Citrine's analytical team.

The base data for the projections is as follows: AGMG has 412,600,000 shares of common stock outstanding as of the record date for the 2024 AGM. Based on historical participation rates at AGMG annual general meetings — the 2023 AGM, held on June 9, 2023, had a turnout of approximately 84.7% — we estimate voter turnout of approximately 85%, resulting in approximately 350,710,000 shares being voted at the June 7, 2024 AGM. Citrine has verified this estimate through its analysis of broker non-vote patterns and institutional holder voting commitments received to date.

The projections below reflect the following key assumptions: (i) institutional holders subscribing to ISS and/or Tarrant Partners LLC voting policies will vote consistently with those recommendations absent specific countervailing factors; (ii) retail shareholders will generally exhibit lower participation rates and, to the extent they vote, will tend to follow management recommendations or, increasingly, advisory firm recommendations disseminated through broker platforms; and (iii) holders who have made public or private commitments to a specific voting position will vote in accordance with those commitments.

B. Key Shareholder Positions — Updated Assessment

The table below summarizes the projected voting positions of AGMG's largest shareholders and shareholder categories:

Several observations merit specific attention. Thorne Capital Management LP, AGMG's second-largest independent institutional holder at 6.3%, has historically followed ISS recommendations in contested elections. However, Citrine's intelligence suggests that Thorne Capital's portfolio manager for the AGMG position, Oliver Thorne, has been receptive to the broader governance arguments made by Corvus Peak. The Tarrant Partners LLC recommendation providing full-slate support may provide sufficient cover for Thorne Capital to vote for the full Corvus slate, rather than following ISS's more limited recommendation. This is a swing variable that could have a meaningful impact on Loring's vote total.

Ridgeway Asset Management Ltd. is of particular significance. As a London-based institutional investor with a governance team led by Fiona Ashcroft, Ridgeway has traditionally weighted Tarrant Partners LLC's recommendations heavily in its voting decisions, particularly for companies with UK connections. AGMG's secondary listing on the London Stock Exchange (ticker AGMG.L) places it squarely within Ridgeway's UK governance mandate. Based on Ridgeway's historical voting patterns and Citrine's direct engagement with Ms. Ashcroft's team, we assess with high confidence that Ridgeway will vote for the full Corvus Peak slate consistent with the Tarrant Partners LLC recommendation.

The combined holdings of shareholders expected to vote for the full Corvus Peak slate (Corvus Peak at 8.7%, Windermere at 4.4%, and Ridgeway at 5.1%) already total approximately 18.2% of shares outstanding. Adding Thorne Capital's 6.3% — even if Thorne follows ISS and votes only for Trask and Chu — brings the total committed or likely support for at least two Corvus nominees to approximately 24.5%. Management and Board insiders at 3.2% represent a relatively small counterweight. The remaining approximately 72.3% of shares — held by a diverse mix of institutional and retail holders — is where the contest will ultimately be decided, and the combined advisory firm recommendations are expected to drive a substantial majority of this block toward the Corvus Peak nominees.

C. Projected Voting Outcomes — Three Scenarios

Based on the foregoing analysis, Calderwood & Harkness and Citrine have developed three scenarios for the AGM voting outcomes.

Scenario 1: Base Case (Most Likely — 55% probability). In the base case scenario, all three Corvus Peak nominees are elected with comfortable margins, and all three at-risk incumbents fail to achieve sufficient support. Estimated vote totals are as follows:

• Malcolm Trask: approximately 68-70% FOR

• Vanessa Loring: approximately 63-66% FOR

• Dr. Raymond Chu: approximately 65-68% FOR

• Tobias Kessler: approximately 43-46% FOR

• Hugh Pemberton: approximately 38-41% FOR

• Sofia Delgado-Ríos: approximately 41-44% FOR

Under this scenario, the three Corvus Peak nominees receive vote totals well in excess of the three at-risk incumbents, and the plurality standard delivers all three contested seats to the Corvus Peak slate. The remaining seven incumbent directors standing for re-election (Dame Elspeth Greenvale, Priya Nair-Whitfield, Lucinda Farrow-Grant, Reginald Osei, Dr. Anwen Llewellyn, Garrett Voss, and either the tenth seat vacancy or any other nominee) are expected to receive sufficient support to retain their seats, as they are not the subject of adverse advisory firm recommendations.

This scenario reflects the dual advisory firm support (ISS for two nominees, Tarrant Partners LLC for all three) combined with the momentum generated by Windermere's public commitment and the broader shareholder dissatisfaction with the Board's governance record. We assess this as the most probable outcome.

Scenario 2: Partial Victory for Incumbents (Unlikely — 20% probability). In this scenario, two Corvus Peak nominees (Trask and Chu) are elected, but Vanessa Loring is narrowly defeated. One incumbent — most likely Hugh Pemberton, whose extended tenure makes him the weakest incumbent candidate — fails to secure re-election. The remaining two at-risk incumbents (Kessler and Delgado-Ríos) narrowly retain their seats.

This scenario requires a specific combination of factors: Thorne Capital and a significant proportion of other institutional holders must follow ISS's withhold recommendation on Loring rather than Tarrant Partners LLC's support recommendation, and a substantial majority of retail shareholders must either abstain or vote for the incumbent slate. Even under this scenario, the Board loses at least one seat, and the power dynamic shifts meaningfully in Corvus Peak's favor. Corvus Peak would have two directors on a reconstituted Board — sufficient to exert significant influence on committee composition, CEO search oversight, and strategic direction.

We assess this scenario as unlikely but not implausible, with a probability of approximately 20%.

Scenario 3: Full Incumbent Retention (Remote — <5% probability). In this scenario, all incumbents are re-elected and all three Corvus Peak nominees are defeated. This would require a massive and unprecedented defection from advisory firm recommendations by institutional holders. Given that both ISS and Tarrant Partners LLC recommend at least two Corvus Peak nominees, and given that major institutional holders including Windermere (4.4%) have publicly committed to the Corvus Peak slate, full incumbent retention is effectively impossible under current conditions. We include this scenario for completeness but assess its probability at less than 5%.

D. Comparison to Pre-Tarrant Partners LLC Projections

The Tarrant Partners LLC recommendation has materially altered the projected trajectory of the proxy contest. Prior to the Tarrant Partners LLC Report, Calderwood & Harkness's ISS Memorandum dated May 19, 2024 estimated the probability of all three Corvus Peak nominees being elected at approximately 55-60%. That estimate has now been revised upward to 75-85%. This 20-25 percentage point increase reflects the compounding effect of dual advisory firm support for the full activist slate — a dynamic that creates a powerful signaling effect for institutional investors who may have been on the fence regarding Vanessa Loring's candidacy.

The most significant shift in the updated projections relates to Vanessa Loring's projected vote total. Our pre-Tarrant Partners LLC estimates had Loring receiving approximately 55-60% FOR — a marginal result that left a realistic path for the Board to secure a partial victory. The Tarrant Partners LLC recommendation has pushed Loring's projected support to 63-66% FOR, transforming her from a marginal candidate to one with a comfortable projected margin of victory. This shift is driven primarily by the expected behavior of Tarrant Partners LLC-following institutional holders, particularly those with UK governance mandates such as Ridgeway Asset Management, and by the increased likelihood that swing holders such as Thorne Capital will now opt for the full Corvus Peak slate rather than splitting their votes.

It bears emphasis that the Board's rejection of Corvus Peak's May 10, 2024 settlement proposal — which would have seated only two Corvus Peak nominees — now appears, in retrospect, to have been a strategic miscalculation. At the time of the rejection, the Board assessed its negotiating position as defensible, in part because neither the ISS nor Tarrant Partners LLC recommendations had yet been issued. The Board determined, on the advice of Calderwood & Harkness and Citrine, that there was a reasonable probability of limiting Corvus Peak to two seats — or potentially fewer — at the AGM, and that rejecting the settlement proposal preserved the Board's ability to fight for a better outcome. The Tarrant Partners LLC recommendation has fundamentally altered that calculus. The Board is now likely to face the seating of all three Corvus Peak nominees without any of the negotiated protections — standstill provisions, governance commitments, CEO search process terms — that could have been secured through the May 10 settlement framework.

V. Implications for the Board

A. Board Composition Post-AGM

If all three Corvus Peak nominees are elected at the June 7, 2024 AGM (Scenario 1), the reconstituted Board will consist of the following 10 voting members:

1. Dame Elspeth Greenvale — Transitional Chair (appointed March 8, 2024 following Marcus Vane's resignation and Priya Nair-Whitfield's assumption of the Interim CEO role)

2. Priya Nair-Whitfield — Interim CEO/COO (Executive Director)

3. Lucinda Farrow-Grant — Independent Non-Executive Director

4. Reginald Osei — Independent Non-Executive Director

5. Dr. Anwen Llewellyn — Independent Non-Executive Director

6. Garrett Voss — CFO (Executive Director)

7. Malcolm Trask — Corvus Peak nominee (Independent)

8. Vanessa Loring — Corvus Peak nominee (Affiliated with Corvus Peak)

9. Dr. Raymond Chu — Corvus Peak nominee (Independent)

10. One vacant seat (formerly held by Marcus Vane, resigned March 8, 2024; not filled)

The departing directors under this scenario would be Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos. Nadine Khalil would continue in her role as General Counsel and Corporate Secretary, attending Board meetings in a non-voting capacity.

The reconstituted Board's composition warrants careful analysis. Three Corvus Peak-aligned directors, plus one vacancy on a 10-member Board, give the Corvus Peak bloc significant influence. On a practical basis, the three Corvus Peak nominees would represent three out of nine occupied seats — a 33% voting share on any matter put to the Board. While this does not constitute a majority, it is sufficient to constitute a blocking minority on key committee compositions and to exert outsized influence on Board deliberations. The Corvus Peak bloc would be in a position to demand committee seats — including, critically, seats on any committee overseeing the CEO search — and to influence the filling of the one vacant Board seat. If the vacant seat is filled with a candidate sympathetic to the Corvus Peak agenda, the activist bloc would grow to four out of ten directors (40%), which approaches the threshold at which the bloc could effectively control Board outcomes through coalition-building with sympathetic independent directors.

B. Impact on CEO Succession Process

The reconstitution of the Board will have immediate and material implications for the CEO succession process. The Special Committee established on March 18, 2024 — currently composed of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — will lose its Chair if Kessler is not re-elected. While Farrow-Grant and Llewellyn would remain as members, the Committee's mandate, authority, and operational continuity may be challenged by the reconstituted Board. The Corvus Peak nominees may seek to dissolve the Special Committee, reconstitute it with different membership (potentially including one or more Corvus Peak nominees), or simply override its recommendations through full Board action.

The CEO search being conducted by Hargrove Tate Partners LLC — a nationally recognized executive search firm retained by the Board on March 15, 2024, with Christine Aldridge serving as lead partner — is likely to be significantly affected. The terms of the Hargrove Tate engagement provide for a total fee of $750,000, payable in three installments. To date, only the first installment of $250,000 has been paid, with the second installment triggered by the delivery of a long-list of candidates (which has not yet occurred as of the date of this memorandum). A reconstituted Board may elect to table the Hargrove Tate search, redirect it with new parameters, or terminate the engagement entirely and restart the search process under new Board direction.

Of particular concern is the possibility that Corvus Peak will seek to advance its preferred external candidate for the permanent CEO role. Based on Corvus Peak's public statements and our analysis of its proxy materials, we believe that candidate to be Jonathan Hale, the former Chairman and CEO of Meridian Studios International Inc. Mr. Hale served in that capacity from 2014 to 2022, during which time he oversaw the sale of Meridian Studios to Zenith Consolidated Entertainment Corp. for approximately $3.1 billion. While Mr. Hale's industry credentials are substantial, his candidacy raises significant conflict-of-interest concerns. Specifically, Mr. Hale and Corvus Peak's founding partner and CIO, Damien Solberg, share a pre-existing personal and professional relationship arising from their shared service on the board of Keystone Digital Ventures Ltd. These conflict concerns were flagged in detail in Calderwood & Harkness's April 19, 2024 memorandum to the Board, which analyzed the potential Hale candidacy and recommended that any CEO search process include robust conflict-screening protocols.

The integrity of the fiduciary process around CEO selection will require careful stewardship by the continuing independent directors on the reconstituted Board — particularly Dame Elspeth Greenvale, Lucinda Farrow-Grant, Dr. Anwen Llewellyn, and Reginald Osei. These directors will bear the primary responsibility for ensuring that the CEO selection process serves the interests of all shareholders, not merely those of Corvus Peak.

C. Impact on Strategic Alternatives Review

Stonebridge Crane & Co. ("Stonebridge"), through Managing Director Anil Kapoor-Mehta, was engaged by the Board on April 22, 2024 to evaluate strategic alternatives for the Company. The scope of the Stonebridge engagement includes the assessment of potential asset divestitures, strategic combinations, joint ventures, and change-of-control transactions. The reconstituted Board may elect to terminate this review, redirect its scope, or use it as a vehicle for pursuing Corvus Peak's preferred strategic direction.

The Board should be attentive to the termination provisions of the Stonebridge engagement letter. The engagement includes a tail fee provision whereby Stonebridge is entitled to a fee equal to 0.25% of enterprise value if a change-of-control transaction is consummated within the 12-month tail period following termination of the engagement. Based on AGMG's estimated enterprise value of approximately $8.65 billion as of March 1, 2024, this tail fee would amount to approximately $21.6 million. This is a material contingent liability that will persist for 12 months following any termination, regardless of whether the transaction is one that Stonebridge identified or recommended during the engagement period.

This tail fee exposure should be considered in the context of any settlement negotiations and in the Board's post-reconstitution decision-making. If Corvus Peak ultimately pursues a change-of-control transaction — either through a sale of the Company or a significant asset divestiture — the Stonebridge tail fee will constitute an additional cost of that transaction. The Board may wish to consider whether the tail fee can be addressed as part of a settlement agreement (e.g., through an express assumption of the fee by the reconstituted Board) or whether the Stonebridge engagement letter can be amended to modify the tail provision prior to any reconstitution.

D. D&O Insurance Considerations

The anticipated departure of Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos from the Board raises important directors' and officers' liability insurance considerations. AGMG's current D&O policy is underwritten by Helmsley Indemnity Corp. under policy number HIC-DOL-2024-009347. The policy provides coverage of $75 million per occurrence and $150 million in the aggregate, with an annual premium of $3.8 million. The policy period runs from January 1, 2024 through December 31, 2024.

Departing directors will require tail coverage — also known as a "run-off" or "extended reporting period" — to ensure that they remain protected against claims arising from their service on the Board that are asserted after their departure. The terms of the Helmsley Indemnity policy, including the availability and cost of tail coverage, should be reviewed promptly. In addition, the Board should assess whether the reconstitution event — specifically, the departure of three directors as a result of a contested proxy election — triggers any notice obligations under the D&O policy. Certain D&O policies contain provisions requiring notice of "circumstances that may give rise to a claim," and the reconstitution of the Board following a proxy contest could arguably constitute such a circumstance.

Calderwood & Harkness is preparing a separate memorandum addressing D&O implications in detail, including an analysis of the tail coverage options, notice obligations, and any potential impact on coverage arising from the reconstitution event. That memorandum will be delivered under separate cover.

E. Standing Outside Counsel Dynamics

The reconstitution of the Board may have implications for the Company's relationships with its outside legal counsel. Ashworth Velmoran LLP ("AK"), led by partner Martin Cho, has served as AGMG's standing outside counsel for general corporate and governance matters since 2015. Calderwood & Harkness understands that Corvus Peak perceives AK as "management-aligned" and has expressed concerns, both publicly and in private communications through counsel, about AK's role in advising the Board during the proxy contest. In the event that a reconstituted Board includes three Corvus Peak-aligned directors, it is possible — and, in our assessment, likely — that the new Board will seek to replace AK as the Company's governance counsel, either immediately or in connection with a broader review of outside counsel relationships.

Calderwood & Harkness should also be transparent with the Board regarding the implications for its own engagement. Our firm was retained by the Board specifically in connection with the proxy contest defense. A reconstituted Board that includes three directors aligned with Corvus Peak — whose own counsel is Blackthorn Howell & Crane LLP (Dominic Sayer) — may determine that Calderwood & Harkness's continued engagement is not in the Company's interest, or may seek to narrow the scope of our mandate. The Board should consider these dynamics as it evaluates its approach to the remaining days of the proxy contest and any settlement negotiations.

VI. Settlement Analysis — Revised Assessment

A. Prior Settlement Dynamics

On May 10, 2024, Corvus Peak submitted a written settlement proposal to the Board through its counsel, Dominic Sayer at Blackthorn Howell & Crane LLP. The terms of the May 10 proposal were as follows: (i) two Corvus Peak nominees (Trask and Chu) would be immediately appointed to the Board in advance of the AGM; (ii) the CEO search would be paused pending reconstitution of the Board to allow the new directors to participate in shaping the search criteria and process; and (iii) Corvus Peak would withdraw its proxy solicitation and the contested election would revert to an uncontested election at the AGM.

The Board considered the May 10 proposal at a meeting held on May 12, 2024. Calderwood & Harkness prepared the draft resolutions for that meeting and provided oral advice to the Board regarding the proposal's terms. Following deliberation, the Board unanimously rejected the May 10 proposal, concluding that: (a) the Board's position was defensible in the proxy contest; (b) the immediate seating of two Corvus Peak nominees without a shareholder vote was inconsistent with the Board's commitment to shareholder democracy; and (c) the pause in the CEO search could delay the identification and appointment of a permanent CEO, to the detriment of the Company and its shareholders.

At the time of the May 12 rejection, neither the ISS nor Tarrant Partners LLC recommendations had been issued, and the Board's assessment of its defensive position — while subject to significant uncertainty — was not unreasonable. However, the subsequent developments described in this memorandum have fundamentally altered the landscape.

B. Current Negotiating Position

The Board's negotiating leverage has deteriorated substantially since the May 12 rejection of the Corvus Peak settlement proposal. The principal adverse developments are as follows:

• ISS recommendation (May 17, 2024): ISS recommended shareholders vote FOR two of three Corvus Peak nominees (Trask and Chu), providing institutional investor validation for a majority of the Corvus Peak slate.

• Tarrant Partners LLC recommendation (May 22, 2024): Tarrant Partners LLC recommended shareholders vote FOR all three Corvus Peak nominees, including Vanessa Loring, providing institutional investor validation for the full Corvus Peak slate.

• Windermere Pension Trust public commitment (May 17, 2024): Windermere, a 4.4% holder, publicly committed to voting for the full Corvus Peak slate, adding momentum and signaling broader institutional support.

• Updated vote projections: As detailed in Part IV above, updated projections now show a 75-85% probability that Corvus Peak will win all three contested seats, up from 55-60% prior to the Tarrant Partners LLC recommendation.

The cumulative effect of these developments is that the Board's negotiating position has shifted from one of approximate parity with Corvus Peak to one of significant disadvantage. The Board is now negotiating from weakness rather than strength.

Correspondingly, Corvus Peak's incentive to settle has decreased materially. From Corvus Peak's perspective, the advisory firm recommendations and shareholder commitments have validated its campaign and positioned it for a comprehensive victory at the ballot box. Corvus Peak may now demand more favorable terms than those contained in the May 10 proposal — for example, immediate seating of all three nominees, greater influence over the CEO search process, or a seat on key Board committees — or may decline to settle altogether, preferring to secure its board representation through the shareholder vote without any of the constraints that a cooperation agreement would impose.

C. Potential Settlement Configurations

In light of the current dynamics, Calderwood & Harkness has identified the following potential settlement configurations for the Board's consideration:

3-Seat Settlement with Governance Protections. Under this configuration, the Board would concede all three contested seats to the Corvus Peak nominees in exchange for a comprehensive cooperation agreement. The key terms of such an agreement might include: (i) a standstill provision prohibiting Corvus Peak from increasing its ownership stake beyond a specified threshold (e.g., 12% of outstanding shares) for a defined period; (ii) mutual non-disparagement obligations between the Company and Corvus Peak; (iii) a joint CEO search process with defined criteria, timeline, and shared governance by the Special Committee (reconstituted to include Corvus Peak representation) and the full Board; (iv) a commitment by Corvus Peak not to launch additional proxy contests or submit shareholder proposals for a specified period (e.g., 18 months); and (v) agreement on transitional governance provisions, such as Dame Elspeth Greenvale remaining as transitional Chair for a specified period. This configuration represents the most realistic path to a negotiated outcome, though it requires Corvus Peak to accept constraints that it may be unwilling to accept given its current position of strength.

2-Seat Settlement (May 10 Terms, Revised). This would involve reviving the May 10 proposal with modifications to address intervening developments. Under this configuration, only two Corvus Peak nominees (Trask and Chu) would be seated, and Loring's candidacy would be withdrawn. However, we assess this configuration as unlikely to be accepted by Corvus Peak given its improved leverage. With both ISS and Tarrant Partners LLC supporting at least two nominees, and Tarrant Partners LLC supporting all three, Corvus Peak has no rational incentive to leave a third seat on the table when advisory firm support makes a full sweep highly probable.

No Settlement. Under this configuration, the Board declines to pursue further settlement discussions and proceeds to the AGM on June 7, 2024, accepting whatever results the shareholder vote produces. The primary disadvantage of this approach is that the Board would forfeit the opportunity to secure any negotiated protections — no standstill, no cooperation commitments, no agreed-upon CEO search process terms. The Corvus Peak nominees, once seated, would be free to pursue their agenda without any constraints beyond their fiduciary obligations as directors.

D. Recommendation. Calderwood & Harkness recommends that the Board immediately resume settlement discussions with Corvus Peak. The reasoning supporting this recommendation is as follows.

First, the Board's negotiating leverage, while diminished, has not been entirely eliminated. Corvus Peak still faces some residual uncertainty regarding the AGM outcome, and a settlement provides certainty that an electoral process cannot. A negotiated outcome also avoids the reputational damage and distraction of a contested vote, which may appeal to Corvus Peak as it seeks to position itself as a constructive, rather than hostile, investor.

Second, and more importantly, a negotiated settlement is the only mechanism through which the Board can secure governance protections that would not be available if Corvus Peak wins outright at the ballot box. A cooperation agreement with standstill provisions, CEO search process terms, non-disparagement obligations, and restrictions on future proxy contests would meaningfully constrain Corvus Peak's post-reconstitution conduct and protect the interests of the Company and its broader shareholder base. Without a settlement, the Corvus Peak nominees would take their seats unencumbered by any such obligations.

Third, the optimal negotiating window is narrow. Approximately two weeks remain before the June 7, 2024 AGM. Each day that passes without a resumption of dialogue further erodes the Board's remaining leverage, as shareholders continue to vote their proxies in accordance with the advisory firm recommendations and the practical feasibility of altering the AGM outcome diminishes.

The Board should authorize Dame Elspeth Greenvale and the Special Committee to engage directly with Damien Solberg and/or Erin Nakamura, through their counsel Dominic Sayer at Blackthorn Howell & Crane LLP, to explore a cooperation agreement framework. Initial outreach should be made within 48 hours of the Board meeting recommended in Part X below. Calderwood & Harkness will prepare a draft cooperation agreement term sheet for use in these discussions, to be delivered to the Board by June 2, 2024. A more detailed settlement analysis will be provided in a forthcoming memorandum dated May 30, 2024.

VII. UK Regulatory Considerations

As a company with shares admitted to the premium segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange Main Market under the ticker AGMG.L, the Company is subject to the UK regulatory framework governing publicly traded companies, including the Disclosure Guidance and Transparency Rules ("DTR") administered by the FCA. In particular, DTR 5 imposes major shareholding notification obligations on shareholders who acquire or dispose of holdings above specified thresholds, and on the Company itself to disclose such notifications.

The reconstitution of the Board following the June 7, 2024 AGM may trigger additional disclosure obligations under the UK regulatory framework. For example, changes in the composition of the Board of a premium-listed company may constitute inside information under Article 7 of the UK Market Abuse Regulation ("UK MAR"), requiring disclosure under Article 17 of UK MAR. In addition, the Company's obligations under the FCA's Listing Rules — including the obligation to notify the market of any information required by Listing Rule 9.6.11 (relating to the appointment or resignation of directors) — will be triggered by the reconstitution.

These UK regulatory considerations are addressed in detail in Calderwood & Harkness's April 3, 2024 memorandum on FCA and DTR overlay issues (the "UK Regulatory Memorandum"), which was delivered to the Board and to Nadine Khalil. The analysis set forth in the UK Regulatory Memorandum remains current as of the date of this memorandum. We will update the UK Regulatory Memorandum as necessary in light of any settlement or AGM outcome.

VIII. Section 220 Demand Considerations

On March 22,

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP 787 Seventh Avenue, New York, NY 10019 25 Bishopsgate, London EC2N 3AR, United Kingdom
MEMORANDUM
To: Board of Directors, Aurelius Global Media Group PLC
From: Nathaniel Bower, Responsible Partner; Colette Whitman, Billing Partner; Audrey Zhou, Lead Associate
Date: May 24, 2024
Re: Analysis of Tarrant Partners LLC Recommendation — 2024 Annual General Meeting of Aurelius Global Media Group PLC (NYSE: AGMG; LSE: AGMG.L)
Matter No.: 1017-00002
Classification: Attorney-Client Privileged; Attorney Work Product
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I. Executive Summary
On May 22, 2024, Westmark Solutions ("Tarrant Partners LLC") published its proxy advisory report for the 2024 Annual General Meeting ("AGM") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), scheduled for June 7, 2024. Tarrant Partners LLC recommends that AGMG shareholders vote FOR all three director nominees put forward by Corvus Peak Capital Partners LP ("Corvus Peak"): Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu. Correspondingly, Tarrant Partners LLC recommends that shareholders WITHHOLD their votes from incumbent directors Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos.
This recommendation is materially more adverse to the incumbent Board than the recommendation issued by Cobalt Ridge Solutions ("ISS") on May 17, 2024. ISS recommended that shareholders vote FOR only two of the three Corvus Peak nominees — Trask and Chu — while recommending WITHHOLD on Vanessa Loring due to her affiliation with Corvus Peak as a Managing Director of the fund. The Tarrant Partners LLC decision to support Loring notwithstanding her lack of independence from the activist is a particularly significant development, as it amplifies the likelihood that Corvus Peak will secure all three contested Board seats at the AGM.
Tarrant Partners LLC's support for the full Corvus Peak slate must be viewed in the context of other recent developments that have collectively shifted the balance of the proxy contest decisively in Corvus Peak's favor. On May 17, 2024 — the same day ISS issued its recommendation — Windermere Pension Trust, which holds approximately 4.4% of AGMG's outstanding common shares (18,154,400 shares), publicly announced its support for the full Corvus Peak slate. Taken together, these developments have necessitated a material upward revision in our vote projections. Updated analysis, prepared in coordination with the Company's proxy solicitor, Citrine Advisory Group Inc. ("Citrine"), now indicates a strong probability — estimated at 75-85% — that the Board will lose all three contested seats at the June 7 AGM. The directors most likely to fail re-election under these revised projections are Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos.
In light of these developments, Calderwood & Harkness LLP ("Calderwood & Harkness") recommends that the Board immediately resume settlement discussions with Corvus Peak to attempt a negotiated resolution before the AGM. The window for a cooperative outcome — one that would allow the Board to secure meaningful governance protections in exchange for conceding seats that are now overwhelmingly likely to be lost — is narrowing rapidly. Each day that passes without a resumption of dialogue further erodes the Board's remaining negotiating leverage.
This memorandum supplements and should be read in conjunction with the ISS analysis memorandum delivered to the Board on May 19, 2024 (the "ISS Memorandum"), and the broader proxy contest defense memorandum delivered on April 28, 2024 (the "Defense Memorandum"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Defense Memorandum.
II. Background
A. The Proxy Contest
Corvus Peak Capital Partners LP is a Delaware limited partnership with its principal office at 590 Lexington Avenue, 34th Floor, New York, NY 10022. Its general partner is Corvus Peak Management LLC. The fund was founded by, and is led by, Damien Solberg, who serves as Chief Investment Officer. The portfolio manager responsible for the Corvus Peak campaign with respect to AGMG is Erin Nakamura. As of the most recent amended Schedule 13D filing, Corvus Peak holds approximately 8.7% of AGMG's outstanding common shares, representing approximately 35,896,200 shares out of a total of 412,600,000 shares of common stock outstanding. Based on publicly available information and our analysis, Corvus Peak's average cost basis in these shares is approximately $20.97 per share, reflecting a total investment of approximately $752.8 million.
Corvus Peak's accumulation of its AGMG position and the subsequent escalation to a full proxy contest unfolded over the first quarter of 2024. Corvus Peak initially filed a Schedule 13D with the Securities and Exchange Commission ("SEC") on January 18, 2024, disclosing a 6.1% beneficial ownership stake. On February 26, 2024, Corvus Peak filed an amendment to its Schedule 13D reflecting an increase in its stake to 8.7% and publicly announcing its intention to nominate three candidates for election to the Board at the 2024 AGM. Formal director nominations were submitted on March 1, 2024, within the advance notice window of February 10 through March 11, 2024, as established by Section 2.9 of AGMG's Amended and Restated Bylaws (effective March 22, 2022). The nominations were received by the Company's General Counsel and Corporate Secretary, Nadine Khalil, and were reviewed by Calderwood & Harkness for compliance with the advance notice provisions. We confirmed in our March 4, 2024 correspondence to the Board that the nominations were procedurally compliant.
With respect to proxy filings, Corvus Peak filed its preliminary proxy statement with the SEC on April 1, 2024, and its definitive proxy statement on May 6, 2024. AGMG management filed its preliminary proxy statement on April 5, 2024, and its definitive proxy statement on May 3, 2024. Both definitive proxy statements have been disseminated to shareholders and are currently the basis for ongoing solicitation efforts by both sides.
It is important to note that the contested election triggers the plurality voting standard under AGMG's bylaws. The Company adopted a majority voting standard for uncontested director elections in 2021 as part of a broader governance reform initiative. However, consistent with market practice and the terms of the Company's bylaws, plurality voting applies in any election in which the number of nominees exceeds the number of seats to be filled. Under the plurality standard, the nominees receiving the highest number of affirmative votes will be elected, regardless of whether any nominee receives majority support. This means that the three Corvus Peak nominees need only receive more votes than the three lowest-performing incumbent nominees — not a majority of votes cast — in order to secure their seats.
Corvus Peak is represented in this matter by Blackthorn Howell & Crane LLP, with lead partner Dominic Sayer directing the engagement. Corvus Peak has also retained Falconer Strauss LLC as its proxy solicitor, with Derek Huang serving as the lead contact. On the Company's side, AGMG management engaged Citrine Advisory Group Inc. on February 28, 2024 for proxy defense services, with Sandra Eriksson serving as the lead contact. Calderwood & Harkness was engaged by the Board on March 2, 2024 to serve as special counsel in connection with the proxy contest.
B. The Corvus Peak Nominees
Corvus Peak has nominated the following three individuals for election to the AGMG Board at the 2024 AGM:
Malcolm Trask — age 58. Mr. Trask is the former Chief Executive Officer of Archway Digital Holdings Inc., a publicly traded digital media company where he served as CEO from 2012 to 2021. During his tenure, Archway Digital underwent a significant digital transformation, and its market capitalization grew from approximately $1.2 billion to approximately $4.8 billion. Mr. Trask is positioned by Corvus Peak as an independent, governance-focused director with deep operating experience in the digital media sector. He currently serves on the boards of two private companies and is not affiliated with Corvus Peak other than through his nomination. Both ISS and Tarrant Partners LLC have classified Mr. Trask as independent.
Vanessa Loring — age 44. Ms. Loring is a Managing Director at Corvus Peak Capital Partners LP, where she leads the firm's shareholder engagement and governance practice. Prior to joining Corvus Peak in 2017, she was a Vice President at Harborview Capital Management and held governance advisory roles at two major institutional investors. Ms. Loring is the sole affiliated nominee on the Corvus Peak slate. As an employee of Corvus Peak, she would not be considered independent under NYSE listing standards, AGMG's Corporate Governance Guidelines, or the standards applied by either ISS or Tarrant Partners LLC. Proxy advisory firms typically scrutinize affiliated nominees with heightened skepticism, which makes Tarrant Partners LLC's decision to support her candidacy all the more noteworthy, as discussed in detail in Part III below.
Dr. Raymond Chu — age 61. Dr. Chu is the former President of Helix Media Networks Inc., a position he held from 2010 to 2020. He brings extensive experience in content development, distribution strategy, and media industry operations. Dr. Chu holds a Ph.D. in Communications from Columbia University and has served on the advisory boards of several media industry trade organizations. He is positioned by Corvus Peak as a media industry veteran with particular expertise in content and distribution that is directly relevant to AGMG's strategic challenges in the streaming and digital content space. Both ISS and Tarrant Partners LLC have classified Dr. Chu as independent.
C. The Incumbent Directors at Risk
Under the plurality voting standard applicable to this contested election, the three incumbent directors receiving the fewest votes among the combined 13-nominee field (10 incumbents standing for re-election plus three Corvus Peak nominees) will fail to secure re-election. Based on our analysis, the three incumbents most at risk of losing their seats are as follows:
Tobias Kessler — age 63. Mr. Kessler has served as an Independent Non-Executive Director since 2018. He is the retired Managing Partner of Kessler Marsh Advisory LLP, a London-based financial advisory firm. On March 18, 2024, Mr. Kessler was appointed Chair of the Special Committee formed by the Board to oversee the CEO succession process and to evaluate the Company's strategic direction in the context of the proxy contest. His departure from the Board would result in the loss of the Special Committee's Chair and would materially affect the Committee's functioning and institutional continuity.
Hugh Pemberton — age 71. Mr. Pemberton is a co-founder of AGMG and has served as a Non-Executive Director since the Company's incorporation. He holds approximately 2.1% of AGMG's outstanding common shares (8,664,600 shares), making him the largest individual insider holder. Mr. Pemberton is the longest-tenured director on the Board, a fact that Tarrant Partners LLC specifically cites as raising concerns about board refreshment and independence. His deep institutional knowledge of the Company is offset, in the advisory firms' view, by the governance risks associated with prolonged director tenure. Mr. Pemberton's age and tenure make him a particular target for proxy advisory firm criticism, a dynamic we flagged in the Defense Memorandum.
Sofia Delgado-Ríos — age 52. Ms. Delgado-Ríos has served as an Independent Non-Executive Director since 2019. She is a media industry consultant and former senior executive at two major European broadcasting companies. While her qualifications and expertise are not directly criticized by either advisory firm, she is identified as one of the three weakest incumbent nominees primarily because of her lower public profile relative to other Board members and because both advisory firms have concluded that the Board would benefit from the specific skill sets brought by the Corvus Peak nominees.
D. Prior ISS Recommendation (May 17, 2024)
As analyzed in detail in Calderwood & Harkness's ISS Memorandum dated May 19, 2024, ISS published its proxy advisory report on May 17, 2024. ISS recommended that AGMG shareholders vote FOR two of the three Corvus Peak nominees — Malcolm Trask and Dr. Raymond Chu — on the basis that their qualifications and independence, combined with the governance and performance concerns identified by ISS, warranted board-level change. However, ISS recommended that shareholders WITHHOLD their votes from Vanessa Loring. ISS's rationale for withholding on Loring was grounded in her affiliation with Corvus Peak, which ISS concluded compromised her ability to serve as a truly independent director and created the risk that she would function primarily as a representative of Corvus Peak's economic interests rather than as a fiduciary for all shareholders.
On the same day, Windermere Pension Trust — a significant institutional holder with a stake of approximately 4.4% (18,154,400 shares), led by Chief Investment Officer Bernard Napier — issued a public statement announcing its support for the full Corvus Peak slate, including Vanessa Loring. Windermere's statement expressly disagreed with ISS's withhold recommendation on Loring, characterizing her governance expertise and operational capabilities as valuable additions to the Board regardless of her Corvus Peak affiliation.
Calderwood & Harkness delivered its analysis of the ISS recommendation and the Windermere development to the Board on May 19, 2024. At that time, we noted that the ISS recommendation, while adverse, was not a worst-case outcome for the Board given the withhold recommendation on Loring. The Tarrant Partners LLC report issued on May 22, 2024, which is the subject of this memorandum, has now eliminated that silver lining.
III. Tarrant Partners LLC Recommendation — Detailed Analysis
A. Summary of Recommendation
Tarrant Partners LLC published its proxy advisory report for the AGMG 2024 AGM on May 22, 2024 (the "Tarrant Partners LLC Report"). The Tarrant Partners LLC Report makes the following recommendations to AGMG shareholders:
•  Vote FOR all three Corvus Peak nominees: Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu.
•  WITHHOLD votes from the following incumbent directors: Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos.
This is a more aggressive recommendation than the ISS recommendation in a critical respect: Tarrant Partners LLC supports the full Corvus Peak slate, including Vanessa Loring, whereas ISS withheld on Loring due to her Corvus Peak affiliation. The practical significance of this divergence cannot be overstated. A substantial number of institutional investors — particularly those with UK governance mandates and those that weight Tarrant Partners LLC's recommendations heavily in their voting policies — will now have advisory firm cover to vote for the entire Corvus Peak slate. This makes a full sweep by Corvus Peak materially more likely than it was following the ISS recommendation alone.
B. Tarrant Partners LLC's Stated Rationale
The Tarrant Partners LLC Report articulates a multi-pronged rationale for its recommendations. We address each of the principal analytical threads below.
1. Board Refreshment and Oversight Deficiencies.  Tarrant Partners LLC devotes considerable attention to the Board's handling of the CEO succession process. The report characterizes the Board's designation of Priya Nair-Whitfield as Interim CEO on March 8, 2024 — the same date as Marcus Vane's resignation — as a "predetermined outcome" that "prejudiced the integrity of the formal search process that the Board subsequently announced." Tarrant Partners LLC argues that the speed with which Ms. Nair-Whitfield was named to the Interim CEO role, combined with the Board's failure to conduct even a preliminary assessment of alternative internal candidates, suggests that the succession decision was driven by expediency rather than rigorous governance.
This criticism echoes, almost verbatim, the public letter issued by Corvus Peak on April 15, 2024, in which Damien Solberg and Erin Nakamura described the Nair-Whitfield appointment as "a fait accompli that denied shareholders any meaningful input into the single most consequential governance decision facing this Company." We note that Tarrant Partners LLC's adoption of this framing — and, in some instances, the specific language used by Corvus Peak — is a concerning development, as it suggests that the activist's narrative has been broadly accepted by the proxy advisory community.
Tarrant Partners LLC further notes that Marcus Vane's resignation as CEO (effective March 8, 2024) was unexpected and that the Board lacked an established emergency succession plan. Tarrant Partners LLC characterizes this as a significant governance failure, particularly given Vane's eight-year tenure as CEO (having served in that capacity since 2016). The report states that "a board overseeing a company of this size and complexity should have had a robust and well-documented succession framework in place, particularly for the CEO role, well before the need arose." Tarrant Partners LLC criticizes the Board for not having commenced a formal CEO succession planning process at an earlier date, notwithstanding the stability of Vane's tenure, arguing that ongoing CEO succession planning is a fundamental responsibility of any well-functioning board.
2. Financial Performance Concerns.  The Tarrant Partners LLC Report highlights AGMG's financial performance as a contributing factor in its support for the Corvus Peak slate. Specifically, Tarrant Partners LLC references the Company's fiscal year 2023 financial results: revenue of $4.37 billion and EBITDA of $812 million, representing an EBITDA margin of approximately 18.6%. Tarrant Partners LLC benchmarks these results unfavorably against a peer group of media industry companies, noting that the Company's EBITDA margin falls below the median for its peer group and that the margin trajectory has been declining over the trailing three-year period.
Tarrant Partners LLC also notes the decline in AGMG's market capitalization — approximately £6.82 billion (approximately $8.65 billion at current exchange rates) as of March 1, 2024 — relative to the Company's market capitalization at the end of fiscal year 2022 and fiscal year 2021. The report attributes a portion of this decline to broader market conditions affecting the media sector, but argues that AGMG-specific operational issues — particularly the underperformance of the Company's Streaming & Digital Content segment — account for a material share of the relative underperformance.
On the subject of the Streaming & Digital Content segment, which represents approximately 42% of the Company's revenue (approximately $1,835.4 million in FY 2023), Tarrant Partners LLC identifies the segment as a persistent area of concern. The report notes that the Luminos streaming platform, launched in 2019, has consistently failed to meet the subscriber growth targets articulated by management at the time of launch and reiterated in subsequent investor presentations. Tarrant Partners LLC argues that the Board's failure to hold management accountable for these shortfalls — or to articulate a credible revised strategy for the streaming business — supports the case for board-level change.
3. Board Composition and Tenure.  Tarrant Partners LLC places significant emphasis on board composition and director tenure concerns. The report specifically flags Hugh Pemberton's tenure as a co-founder and the longest-serving director on the Board, noting his age (71) and the fact that he has served on the Board since the Company's inception. Tarrant Partners LLC characterizes extended director tenure as a governance risk factor, arguing that it "can compromise the independence and objectivity of even the most well-intentioned directors" and that "boards that fail to refresh their membership on a regular cadence risk developing blind spots and institutional inertia."
The Tarrant Partners LLC Report also references the Board's decision to declassify in 2021 in response to a shareholder proposal that received majority support at the 2020 AGM. Tarrant Partners LLC frames this history as evidence of a pattern of shareholder dissatisfaction with the Board's governance practices, noting that "declassification was a step in the right direction, but it was a reactive measure taken only after shareholders forced the issue, rather than a proactive governance initiative."
Perhaps most significantly for the Board's immediate decision-making, Tarrant Partners LLC expresses concern about the Board's rejection of Corvus Peak's May 10, 2024 settlement proposal. That proposal, as detailed in Part VI below, offered two Corvus Peak nominees seated immediately in exchange for a pause in the CEO search pending Board reconstitution. Tarrant Partners LLC characterizes the Board's rejection as "potentially reflecting entrenchment rather than sound fiduciary judgment," noting that the proposal appeared to be a "reasonable compromise that would have addressed a significant portion of the activist's concerns while allowing the Board to retain a majority of its members." This is a particularly damaging assessment, as it suggests that Tarrant Partners LLC views the Board's decision-making as driven, at least in part, by self-interest rather than shareholder welfare.
4. Support for Vanessa Loring Despite Affiliation.  The most analytically significant aspect of the Tarrant Partners LLC Report is its decision to recommend shareholders vote FOR Vanessa Loring despite her affiliation with Corvus Peak as a Managing Director. This divergence from ISS's withhold recommendation on Loring warrants careful examination.
Tarrant Partners LLC acknowledges that Ms. Loring is not independent from Corvus Peak and that affiliated nominees are generally viewed with greater skepticism by institutional investors and proxy advisory firms. However, concludes that, in this specific factual context, the benefits of including an activist-affiliated director outweigh the independence concerns. The report articulates several grounds for this conclusion.
First, Tarrant Partners LLC notes that Ms. Loring has "significant governance expertise" derived from her work at Corvus Peak and, prior to that, at Harborview Capital Management and in governance advisory roles at major institutional investors. Tarrant Partners LLC argues that this expertise is directly relevant to the governance challenges facing AGMG and that Ms. Loring's skills would be additive to the Board's capabilities.
Second, Tarrant Partners LLC argues that Ms. Loring's presence on the Board would "ensure accountability and follow-through on the activist's stated platform." In Tarrant Partners LLC's view, the risk of an activist securing board representation through independent nominees who subsequently fail to implement the activist's agenda — or who are co-opted by the incumbent board — is a real concern for shareholders. The presence of an affiliated director, Tarrant Partners LLC reasons, provides a "structural check" on this risk.
Third, and notably, Tarrant Partners LLC addresses the independence composition of the Board as a whole. The report observes that the AGMG Board already includes two executive directors — Priya Nair-Whitfield (Interim CEO/COO) and Garrett Voss (CFO) — and argues that adding one affiliated non-executive director "does not create a disproportionate independence concern on a 10-member board." Under Tarrant Partners LLC's analysis, even with Ms. Loring seated, the Board would retain a substantial majority of independent directors (six out of ten occupied seats, assuming the one vacancy is not filled), which Tarrant Partners LLC views as sufficient to ensure robust independent oversight.
5. Defensive Posture Criticism.  The Tarrant Partners LLC Report contains a mixed assessment of the Board's defensive posture during the proxy contest. On the positive side, Tarrant Partners LLC notes that the Board considered and rejected the adoption of a shareholder rights plan ("poison pill") on April 10, 2024. Tarrant Partners LLC views this decision favorably, characterizing it as evidence that "the Board, to its credit, declined to deploy one of the more aggressive defensive tools available to it."
However, Tarrant Partners LLC is critical of the Board's subsequent engagement of Stonebridge Crane & Co. ("Stonebridge") on April 22, 2024 to evaluate strategic alternatives. Tarrant Partners LLC characterizes this engagement as "potentially a defensive maneuver designed to distract from governance issues rather than a genuine value-creation exercise." The report questions the timing of the Stonebridge engagement — which came approximately three weeks after the poison pill was rejected and approximately three weeks before the definitive proxy statements were filed — and suggests that the strategic alternatives review may have been launched to give the Board a narrative tool in its proxy solicitation materials rather than to pursue a bona fide exploration of strategic options.
Tarrant Partners LLC also notes the financial terms of the Stonebridge engagement: a monthly retainer of $250,000 and a transaction fee equal to 0.25% of enterprise value if a change-of-control transaction is consummated. While Tarrant Partners LLC does not opine on whether these terms are market, the report observes that the transaction fee structure creates an incentive for Stonebridge to advocate for a change-of-control transaction, which may or may not be aligned with shareholder interests.
C. Assessment of Tarrant Partners LLC Methodology
It is useful to place the Tarrant Partners LLC recommendation in the broader context of the firm's analytical methodology and recent advisory trends. Tarrant Partners LLC's analytical framework places comparatively greater weight on board refreshment, director tenure, and shareholder responsiveness than the framework employed by ISS. While both firms consider financial performance, governance practices, and the qualifications of nominees, Tarrant Partners LLC has historically been more willing to support activist campaigns in cases where it identifies a pattern of governance inertia or board entrenchment. This institutional predisposition is reflected in the Tarrant Partners LLC Report's emphasis on Pemberton's tenure, the Board's handling of the CEO succession, and the Board's rejection of the May 10 settlement proposal.
Tarrant Partners LLC's support for Vanessa Loring is particularly notable because it diverges from the typical proxy advisory firm skepticism toward activist-affiliated nominees. This divergence appears to reflect Tarrant Partners LLC's judgment that the severity of AGMG's governance concerns — particularly the CEO succession process and the Board's perceived defensiveness — warranted a stronger activist presence on the Board than would have been achieved by seating only the two independent nominees. In essence, Tarrant Partners LLC appears to have concluded that the accountability benefits of an affiliated director outweigh the independence costs in this specific case.
The Tarrant Partners LLC recommendation is also consistent with a broader trend we have observed in the firm's recent advisory output. Over the past 18 months, Tarrant Partners LLC has supported full activist slates in a number of high-profile contested elections involving CEO succession disputes and perceived board entrenchment, including at Bellwether Communications Inc. (November 2023) and Pinnacle Logistics Group (January 2024). In both of those cases, Tarrant Partners LLC supported affiliated nominees over ISS's objections, and in both cases, the full activist slate was subsequently elected. While each proxy contest turns on its specific facts, this pattern suggests that Tarrant Partners LLC is increasingly willing to take a more aggressive posture in support of activist campaigns than ISS, particularly in cases involving governance failures at the CEO succession level.
The key analytical difference between the ISS and Tarrant Partners LLC recommendations can be summarized as follows: ISS withheld on Loring primarily because of her affiliation with Corvus Peak, applying its standard framework for evaluating affiliated nominees, which creates a presumption against support absent compelling countervailing factors. Tarrant Partners LLC, by contrast, concluded that the specific factual context of the AGMG proxy contest — the severity of the governance concerns, the Board's defensive conduct, and the adequacy of the Board's overall independence even with an affiliated director seated — provided sufficiently compelling countervailing factors to overcome the presumption against supporting an affiliated nominee. The Board should understand that reasonable minds can differ on this question, but the practical reality is that Tarrant Partners LLC's conclusion will influence a significant number of votes.
IV. Updated Vote Projections
A. Methodology.  The updated vote projections set forth below incorporate the Tarrant Partners LLC recommendation (May 22, 2024), the ISS recommendation (May 17, 2024), the Windermere Pension Trust public statement of support for the full Corvus Peak slate (May 17, 2024), and refined analysis of institutional holder voting tendencies. These projections have been prepared in coordination with Citrine Advisory Group Inc., with Sandra Eriksson leading Citrine's analytical team.
The base data for the projections is as follows: AGMG has 412,600,000 shares of common stock outstanding as of the record date for the 2024 AGM. Based on historical participation rates at AGMG annual general meetings — the 2023 AGM, held on June 9, 2023, had a turnout of approximately 84.7% — we estimate voter turnout of approximately 85%, resulting in approximately 350,710,000 shares being voted at the June 7, 2024 AGM. Citrine has verified this estimate through its analysis of broker non-vote patterns and institutional holder voting commitments received to date.
The projections below reflect the following key assumptions: (i) institutional holders subscribing to ISS and/or Tarrant Partners LLC voting policies will vote consistently with those recommendations absent specific countervailing factors; (ii) retail shareholders will generally exhibit lower participation rates and, to the extent they vote, will tend to follow management recommendations or, increasingly, advisory firm recommendations disseminated through broker platforms; and (iii) holders who have made public or private commitments to a specific voting position will vote in accordance with those commitments.
B. Key Shareholder Positions — Updated Assessment
The table below summarizes the projected voting positions of AGMG's largest shareholders and shareholder categories:
Several observations merit specific attention. Thorne Capital Management LP, AGMG's second-largest independent institutional holder at 6.3%, has historically followed ISS recommendations in contested elections. However, Citrine's intelligence suggests that Thorne Capital's portfolio manager for the AGMG position, Oliver Thorne, has been receptive to the broader governance arguments made by Corvus Peak. The Tarrant Partners LLC recommendation providing full-slate support may provide sufficient cover for Thorne Capital to vote for the full Corvus slate, rather than following ISS's more limited recommendation. This is a swing variable that could have a meaningful impact on Loring's vote total.
Ridgeway Asset Management Ltd. is of particular significance. As a London-based institutional investor with a governance team led by Fiona Ashcroft, Ridgeway has traditionally weighted Tarrant Partners LLC's recommendations heavily in its voting decisions, particularly for companies with UK connections. AGMG's secondary listing on the London Stock Exchange (ticker AGMG.L) places it squarely within Ridgeway's UK governance mandate. Based on Ridgeway's historical voting patterns and Citrine's direct engagement with Ms. Ashcroft's team, we assess with high confidence that Ridgeway will vote for the full Corvus Peak slate consistent with the Tarrant Partners LLC recommendation.
The combined holdings of shareholders expected to vote for the full Corvus Peak slate (Corvus Peak at 8.7%, Windermere at 4.4%, and Ridgeway at 5.1%) already total approximately 18.2% of shares outstanding. Adding Thorne Capital's 6.3% — even if Thorne follows ISS and votes only for Trask and Chu — brings the total committed or likely support for at least two Corvus nominees to approximately 24.5%. Management and Board insiders at 3.2% represent a relatively small counterweight. The remaining approximately 72.3% of shares — held by a diverse mix of institutional and retail holders — is where the contest will ultimately be decided, and the combined advisory firm recommendations are expected to drive a substantial majority of this block toward the Corvus Peak nominees.
C. Projected Voting Outcomes — Three Scenarios
Based on the foregoing analysis, Calderwood & Harkness and Citrine have developed three scenarios for the AGM voting outcomes.
Scenario 1: Base Case (Most Likely — 55% probability).  In the base case scenario, all three Corvus Peak nominees are elected with comfortable margins, and all three at-risk incumbents fail to achieve sufficient support. Estimated vote totals are as follows:
•  Malcolm Trask: approximately 68-70% FOR
•  Vanessa Loring: approximately 63-66% FOR
•  Dr. Raymond Chu: approximately 65-68% FOR
•  Tobias Kessler: approximately 43-46% FOR
•  Hugh Pemberton: approximately 38-41% FOR
•  Sofia Delgado-Ríos: approximately 41-44% FOR
Under this scenario, the three Corvus Peak nominees receive vote totals well in excess of the three at-risk incumbents, and the plurality standard delivers all three contested seats to the Corvus Peak slate. The remaining seven incumbent directors standing for re-election (Dame Elspeth Greenvale, Priya Nair-Whitfield, Lucinda Farrow-Grant, Reginald Osei, Dr. Anwen Llewellyn, Garrett Voss, and either the tenth seat vacancy or any other nominee) are expected to receive sufficient support to retain their seats, as they are not the subject of adverse advisory firm recommendations.
This scenario reflects the dual advisory firm support (ISS for two nominees, Tarrant Partners LLC for all three) combined with the momentum generated by Windermere's public commitment and the broader shareholder dissatisfaction with the Board's governance record. We assess this as the most probable outcome.
Scenario 2: Partial Victory for Incumbents (Unlikely — 20% probability).  In this scenario, two Corvus Peak nominees (Trask and Chu) are elected, but Vanessa Loring is narrowly defeated. One incumbent — most likely Hugh Pemberton, whose extended tenure makes him the weakest incumbent candidate — fails to secure re-election. The remaining two at-risk incumbents (Kessler and Delgado-Ríos) narrowly retain their seats.
This scenario requires a specific combination of factors: Thorne Capital and a significant proportion of other institutional holders must follow ISS's withhold recommendation on Loring rather than Tarrant Partners LLC's support recommendation, and a substantial majority of retail shareholders must either abstain or vote for the incumbent slate. Even under this scenario, the Board loses at least one seat, and the power dynamic shifts meaningfully in Corvus Peak's favor. Corvus Peak would have two directors on a reconstituted Board — sufficient to exert significant influence on committee composition, CEO search oversight, and strategic direction.
We assess this scenario as unlikely but not implausible, with a probability of approximately 20%.
Scenario 3: Full Incumbent Retention (Remote — <5% probability).  In this scenario, all incumbents are re-elected and all three Corvus Peak nominees are defeated. This would require a massive and unprecedented defection from advisory firm recommendations by institutional holders. Given that both ISS and Tarrant Partners LLC recommend at least two Corvus Peak nominees, and given that major institutional holders including Windermere (4.4%) have publicly committed to the Corvus Peak slate, full incumbent retention is effectively impossible under current conditions. We include this scenario for completeness but assess its probability at less than 5%.
D. Comparison to Pre-Tarrant Partners LLC Projections
The Tarrant Partners LLC recommendation has materially altered the projected trajectory of the proxy contest. Prior to the Tarrant Partners LLC Report, Calderwood & Harkness's ISS Memorandum dated May 19, 2024 estimated the probability of all three Corvus Peak nominees being elected at approximately 55-60%. That estimate has now been revised upward to 75-85%. This 20-25 percentage point increase reflects the compounding effect of dual advisory firm support for the full activist slate — a dynamic that creates a powerful signaling effect for institutional investors who may have been on the fence regarding Vanessa Loring's candidacy.
The most significant shift in the updated projections relates to Vanessa Loring's projected vote total. Our pre-Tarrant Partners LLC estimates had Loring receiving approximately 55-60% FOR — a marginal result that left a realistic path for the Board to secure a partial victory. The Tarrant Partners LLC recommendation has pushed Loring's projected support to 63-66% FOR, transforming her from a marginal candidate to one with a comfortable projected margin of victory. This shift is driven primarily by the expected behavior of Tarrant Partners LLC-following institutional holders, particularly those with UK governance mandates such as Ridgeway Asset Management, and by the increased likelihood that swing holders such as Thorne Capital will now opt for the full Corvus Peak slate rather than splitting their votes.
It bears emphasis that the Board's rejection of Corvus Peak's May 10, 2024 settlement proposal — which would have seated only two Corvus Peak nominees — now appears, in retrospect, to have been a strategic miscalculation. At the time of the rejection, the Board assessed its negotiating position as defensible, in part because neither the ISS nor Tarrant Partners LLC recommendations had yet been issued. The Board determined, on the advice of Calderwood & Harkness and Citrine, that there was a reasonable probability of limiting Corvus Peak to two seats — or potentially fewer — at the AGM, and that rejecting the settlement proposal preserved the Board's ability to fight for a better outcome. The Tarrant Partners LLC recommendation has fundamentally altered that calculus. The Board is now likely to face the seating of all three Corvus Peak nominees without any of the negotiated protections — standstill provisions, governance commitments, CEO search process terms — that could have been secured through the May 10 settlement framework.
V. Implications for the Board
A. Board Composition Post-AGM
If all three Corvus Peak nominees are elected at the June 7, 2024 AGM (Scenario 1), the reconstituted Board will consist of the following 10 voting members:
1.  Dame Elspeth Greenvale — Transitional Chair (appointed March 8, 2024 following Marcus Vane's resignation and Priya Nair-Whitfield's assumption of the Interim CEO role)
2.  Priya Nair-Whitfield — Interim CEO/COO (Executive Director)
3.  Lucinda Farrow-Grant — Independent Non-Executive Director
4.  Reginald Osei — Independent Non-Executive Director
5.  Dr. Anwen Llewellyn — Independent Non-Executive Director
6.  Garrett Voss — CFO (Executive Director)
7.  Malcolm Trask — Corvus Peak nominee (Independent)
8.  Vanessa Loring — Corvus Peak nominee (Affiliated with Corvus Peak)
9.  Dr. Raymond Chu — Corvus Peak nominee (Independent)
10.  One vacant seat (formerly held by Marcus Vane, resigned March 8, 2024; not filled)
The departing directors under this scenario would be Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos. Nadine Khalil would continue in her role as General Counsel and Corporate Secretary, attending Board meetings in a non-voting capacity.
The reconstituted Board's composition warrants careful analysis. Three Corvus Peak-aligned directors, plus one vacancy on a 10-member Board, give the Corvus Peak bloc significant influence. On a practical basis, the three Corvus Peak nominees would represent three out of nine occupied seats — a 33% voting share on any matter put to the Board. While this does not constitute a majority, it is sufficient to constitute a blocking minority on key committee compositions and to exert outsized influence on Board deliberations. The Corvus Peak bloc would be in a position to demand committee seats — including, critically, seats on any committee overseeing the CEO search — and to influence the filling of the one vacant Board seat. If the vacant seat is filled with a candidate sympathetic to the Corvus Peak agenda, the activist bloc would grow to four out of ten directors (40%), which approaches the threshold at which the bloc could effectively control Board outcomes through coalition-building with sympathetic independent directors.
B. Impact on CEO Succession Process
The reconstitution of the Board will have immediate and material implications for the CEO succession process. The Special Committee established on March 18, 2024 — currently composed of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — will lose its Chair if Kessler is not re-elected. While Farrow-Grant and Llewellyn would remain as members, the Committee's mandate, authority, and operational continuity may be challenged by the reconstituted Board. The Corvus Peak nominees may seek to dissolve the Special Committee, reconstitute it with different membership (potentially including one or more Corvus Peak nominees), or simply override its recommendations through full Board action.
The CEO search being conducted by Hargrove Tate Partners LLC — a nationally recognized executive search firm retained by the Board on March 15, 2024, with Christine Aldridge serving as lead partner — is likely to be significantly affected. The terms of the Hargrove Tate engagement provide for a total fee of $750,000, payable in three installments. To date, only the first installment of $250,000 has been paid, with the second installment triggered by the delivery of a long-list of candidates (which has not yet occurred as of the date of this memorandum). A reconstituted Board may elect to table the Hargrove Tate search, redirect it with new parameters, or terminate the engagement entirely and restart the search process under new Board direction.
Of particular concern is the possibility that Corvus Peak will seek to advance its preferred external candidate for the permanent CEO role. Based on Corvus Peak's public statements and our analysis of its proxy materials, we believe that candidate to be Jonathan Hale, the former Chairman and CEO of Meridian Studios International Inc. Mr. Hale served in that capacity from 2014 to 2022, during which time he oversaw the sale of Meridian Studios to Zenith Consolidated Entertainment Corp. for approximately $3.1 billion. While Mr. Hale's industry credentials are substantial, his candidacy raises significant conflict-of-interest concerns. Specifically, Mr. Hale and Corvus Peak's founding partner and CIO, Damien Solberg, share a pre-existing personal and professional relationship arising from their shared service on the board of Keystone Digital Ventures Ltd. These conflict concerns were flagged in detail in Calderwood & Harkness's April 19, 2024 memorandum to the Board, which analyzed the potential Hale candidacy and recommended that any CEO search process include robust conflict-screening protocols.
The integrity of the fiduciary process around CEO selection will require careful stewardship by the continuing independent directors on the reconstituted Board — particularly Dame Elspeth Greenvale, Lucinda Farrow-Grant, Dr. Anwen Llewellyn, and Reginald Osei. These directors will bear the primary responsibility for ensuring that the CEO selection process serves the interests of all shareholders, not merely those of Corvus Peak.
C. Impact on Strategic Alternatives Review
Stonebridge Crane & Co. ("Stonebridge"), through Managing Director Anil Kapoor-Mehta, was engaged by the Board on April 22, 2024 to evaluate strategic alternatives for the Company. The scope of the Stonebridge engagement includes the assessment of potential asset divestitures, strategic combinations, joint ventures, and change-of-control transactions. The reconstituted Board may elect to terminate this review, redirect its scope, or use it as a vehicle for pursuing Corvus Peak's preferred strategic direction.
The Board should be attentive to the termination provisions of the Stonebridge engagement letter. The engagement includes a tail fee provision whereby Stonebridge is entitled to a fee equal to 0.25% of enterprise value if a change-of-control transaction is consummated within the 12-month tail period following termination of the engagement. Based on AGMG's estimated enterprise value of approximately $8.65 billion as of March 1, 2024, this tail fee would amount to approximately $21.6 million. This is a material contingent liability that will persist for 12 months following any termination, regardless of whether the transaction is one that Stonebridge identified or recommended during the engagement period.
This tail fee exposure should be considered in the context of any settlement negotiations and in the Board's post-reconstitution decision-making. If Corvus Peak ultimately pursues a change-of-control transaction — either through a sale of the Company or a significant asset divestiture — the Stonebridge tail fee will constitute an additional cost of that transaction. The Board may wish to consider whether the tail fee can be addressed as part of a settlement agreement (e.g., through an express assumption of the fee by the reconstituted Board) or whether the Stonebridge engagement letter can be amended to modify the tail provision prior to any reconstitution.
D. D&O Insurance Considerations
The anticipated departure of Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos from the Board raises important directors' and officers' liability insurance considerations. AGMG's current D&O policy is underwritten by Helmsley Indemnity Corp. under policy number HIC-DOL-2024-009347. The policy provides coverage of $75 million per occurrence and $150 million in the aggregate, with an annual premium of $3.8 million. The policy period runs from January 1, 2024 through December 31, 2024.
Departing directors will require tail coverage — also known as a "run-off" or "extended reporting period" — to ensure that they remain protected against claims arising from their service on the Board that are asserted after their departure. The terms of the Helmsley Indemnity policy, including the availability and cost of tail coverage, should be reviewed promptly. In addition, the Board should assess whether the reconstitution event — specifically, the departure of three directors as a result of a contested proxy election — triggers any notice obligations under the D&O policy. Certain D&O policies contain provisions requiring notice of "circumstances that may give rise to a claim," and the reconstitution of the Board following a proxy contest could arguably constitute such a circumstance.
Calderwood & Harkness is preparing a separate memorandum addressing D&O implications in detail, including an analysis of the tail coverage options, notice obligations, and any potential impact on coverage arising from the reconstitution event. That memorandum will be delivered under separate cover.
E. Standing Outside Counsel Dynamics
The reconstitution of the Board may have implications for the Company's relationships with its outside legal counsel. Ashworth Velmoran LLP ("AK"), led by partner Martin Cho, has served as AGMG's standing outside counsel for general corporate and governance matters since 2015. Calderwood & Harkness understands that Corvus Peak perceives AK as "management-aligned" and has expressed concerns, both publicly and in private communications through counsel, about AK's role in advising the Board during the proxy contest. In the event that a reconstituted Board includes three Corvus Peak-aligned directors, it is possible — and, in our assessment, likely — that the new Board will seek to replace AK as the Company's governance counsel, either immediately or in connection with a broader review of outside counsel relationships.
Calderwood & Harkness should also be transparent with the Board regarding the implications for its own engagement. Our firm was retained by the Board specifically in connection with the proxy contest defense. A reconstituted Board that includes three directors aligned with Corvus Peak — whose own counsel is Blackthorn Howell & Crane LLP (Dominic Sayer) — may determine that Calderwood & Harkness's continued engagement is not in the Company's interest, or may seek to narrow the scope of our mandate. The Board should consider these dynamics as it evaluates its approach to the remaining days of the proxy contest and any settlement negotiations.
VI. Settlement Analysis — Revised Assessment
A. Prior Settlement Dynamics
On May 10, 2024, Corvus Peak submitted a written settlement proposal to the Board through its counsel, Dominic Sayer at Blackthorn Howell & Crane LLP. The terms of the May 10 proposal were as follows: (i) two Corvus Peak nominees (Trask and Chu) would be immediately appointed to the Board in advance of the AGM; (ii) the CEO search would be paused pending reconstitution of the Board to allow the new directors to participate in shaping the search criteria and process; and (iii) Corvus Peak would withdraw its proxy solicitation and the contested election would revert to an uncontested election at the AGM.
The Board considered the May 10 proposal at a meeting held on May 12, 2024. Calderwood & Harkness prepared the draft resolutions for that meeting and provided oral advice to the Board regarding the proposal's terms. Following deliberation, the Board unanimously rejected the May 10 proposal, concluding that: (a) the Board's position was defensible in the proxy contest; (b) the immediate seating of two Corvus Peak nominees without a shareholder vote was inconsistent with the Board's commitment to shareholder democracy; and (c) the pause in the CEO search could delay the identification and appointment of a permanent CEO, to the detriment of the Company and its shareholders.
At the time of the May 12 rejection, neither the ISS nor Tarrant Partners LLC recommendations had been issued, and the Board's assessment of its defensive position — while subject to significant uncertainty — was not unreasonable. However, the subsequent developments described in this memorandum have fundamentally altered the landscape.
B. Current Negotiating Position
The Board's negotiating leverage has deteriorated substantially since the May 12 rejection of the Corvus Peak settlement proposal. The principal adverse developments are as follows:
•  ISS recommendation (May 17, 2024): ISS recommended shareholders vote FOR two of three Corvus Peak nominees (Trask and Chu), providing institutional investor validation for a majority of the Corvus Peak slate.
•  Tarrant Partners LLC recommendation (May 22, 2024): Tarrant Partners LLC recommended shareholders vote FOR all three Corvus Peak nominees, including Vanessa Loring, providing institutional investor validation for the full Corvus Peak slate.
•  Windermere Pension Trust public commitment (May 17, 2024): Windermere, a 4.4% holder, publicly committed to voting for the full Corvus Peak slate, adding momentum and signaling broader institutional support.
•  Updated vote projections: As detailed in Part IV above, updated projections now show a 75-85% probability that Corvus Peak will win all three contested seats, up from 55-60% prior to the Tarrant Partners LLC recommendation.
The cumulative effect of these developments is that the Board's negotiating position has shifted from one of approximate parity with Corvus Peak to one of significant disadvantage. The Board is now negotiating from weakness rather than strength.
Correspondingly, Corvus Peak's incentive to settle has decreased materially. From Corvus Peak's perspective, the advisory firm recommendations and shareholder commitments have validated its campaign and positioned it for a comprehensive victory at the ballot box. Corvus Peak may now demand more favorable terms than those contained in the May 10 proposal — for example, immediate seating of all three nominees, greater influence over the CEO search process, or a seat on key Board committees — or may decline to settle altogether, preferring to secure its board representation through the shareholder vote without any of the constraints that a cooperation agreement would impose.
C. Potential Settlement Configurations
In light of the current dynamics, Calderwood & Harkness has identified the following potential settlement configurations for the Board's consideration:
3-Seat Settlement with Governance Protections. Under this configuration, the Board would concede all three contested seats to the Corvus Peak nominees in exchange for a comprehensive cooperation agreement. The key terms of such an agreement might include: (i) a standstill provision prohibiting Corvus Peak from increasing its ownership stake beyond a specified threshold (e.g., 12% of outstanding shares) for a defined period; (ii) mutual non-disparagement obligations between the Company and Corvus Peak; (iii) a joint CEO search process with defined criteria, timeline, and shared governance by the Special Committee (reconstituted to include Corvus Peak representation) and the full Board; (iv) a commitment by Corvus Peak not to launch additional proxy contests or submit shareholder proposals for a specified period (e.g., 18 months); and (v) agreement on transitional governance provisions, such as Dame Elspeth Greenvale remaining as transitional Chair for a specified period. This configuration represents the most realistic path to a negotiated outcome, though it requires Corvus Peak to accept constraints that it may be unwilling to accept given its current position of strength.
2-Seat Settlement (May 10 Terms, Revised). This would involve reviving the May 10 proposal with modifications to address intervening developments. Under this configuration, only two Corvus Peak nominees (Trask and Chu) would be seated, and Loring's candidacy would be withdrawn. However, we assess this configuration as unlikely to be accepted by Corvus Peak given its improved leverage. With both ISS and Tarrant Partners LLC supporting at least two nominees, and Tarrant Partners LLC supporting all three, Corvus Peak has no rational incentive to leave a third seat on the table when advisory firm support makes a full sweep highly probable.
No Settlement. Under this configuration, the Board declines to pursue further settlement discussions and proceeds to the AGM on June 7, 2024, accepting whatever results the shareholder vote produces. The primary disadvantage of this approach is that the Board would forfeit the opportunity to secure any negotiated protections — no standstill, no cooperation commitments, no agreed-upon CEO search process terms. The Corvus Peak nominees, once seated, would be free to pursue their agenda without any constraints beyond their fiduciary obligations as directors.
D. Recommendation.  Calderwood & Harkness recommends that the Board immediately resume settlement discussions with Corvus Peak. The reasoning supporting this recommendation is as follows.
First, the Board's negotiating leverage, while diminished, has not been entirely eliminated. Corvus Peak still faces some residual uncertainty regarding the AGM outcome, and a settlement provides certainty that an electoral process cannot. A negotiated outcome also avoids the reputational damage and distraction of a contested vote, which may appeal to Corvus Peak as it seeks to position itself as a constructive, rather than hostile, investor.
Second, and more importantly, a negotiated settlement is the only mechanism through which the Board can secure governance protections that would not be available if Corvus Peak wins outright at the ballot box. A cooperation agreement with standstill provisions, CEO search process terms, non-disparagement obligations, and restrictions on future proxy contests would meaningfully constrain Corvus Peak's post-reconstitution conduct and protect the interests of the Company and its broader shareholder base. Without a settlement, the Corvus Peak nominees would take their seats unencumbered by any such obligations.
Third, the optimal negotiating window is narrow. Approximately two weeks remain before the June 7, 2024 AGM. Each day that passes without a resumption of dialogue further erodes the Board's remaining leverage, as shareholders continue to vote their proxies in accordance with the advisory firm recommendations and the practical feasibility of altering the AGM outcome diminishes.
The Board should authorize Dame Elspeth Greenvale and the Special Committee to engage directly with Damien Solberg and/or Erin Nakamura, through their counsel Dominic Sayer at Blackthorn Howell & Crane LLP, to explore a cooperation agreement framework. Initial outreach should be made within 48 hours of the Board meeting recommended in Part X below. Calderwood & Harkness will prepare a draft cooperation agreement term sheet for use in these discussions, to be delivered to the Board by June 2, 2024. A more detailed settlement analysis will be provided in a forthcoming memorandum dated May 30, 2024.
VII. UK Regulatory Considerations
As a company with shares admitted to the premium segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange Main Market under the ticker AGMG.L, the Company is subject to the UK regulatory framework governing publicly traded companies, including the Disclosure Guidance and Transparency Rules ("DTR") administered by the FCA. In particular, DTR 5 imposes major shareholding notification obligations on shareholders who acquire or dispose of holdings above specified thresholds, and on the Company itself to disclose such notifications.
The reconstitution of the Board following the June 7, 2024 AGM may trigger additional disclosure obligations under the UK regulatory framework. For example, changes in the composition of the Board of a premium-listed company may constitute inside information under Article 7 of the UK Market Abuse Regulation ("UK MAR"), requiring disclosure under Article 17 of UK MAR. In addition, the Company's obligations under the FCA's Listing Rules — including the obligation to notify the market of any information required by Listing Rule 9.6.11 (relating to the appointment or resignation of directors) — will be triggered by the reconstitution.
These UK regulatory considerations are addressed in detail in Calderwood & Harkness's April 3, 2024 memorandum on FCA and DTR overlay issues (the "UK Regulatory Memorandum"), which was delivered to the Board and to Nadine Khalil. The analysis set forth in the UK Regulatory Memorandum remains current as of the date of this memorandum. We will update the UK Regulatory Memorandum as necessary in light of any settlement or AGM outcome.
VIII. Section 220 Demand Considerations
On March 22,

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