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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, New York 10019 Telephone: (212) 555-7200 Facsimile: (212) 555-7201 www.calderwoodharkness.com

MEMORANDUM

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

ATTENTION: Dame Elspeth Greenvale, Independent Non-Executive Chair Tobias Kessler, Chair, Special Committee

CC: Nadine Khalil, General Counsel & Corporate Secretary, AGMG

FROM: Calderwood & Harkness LLP

DATE: May 8, 2024

RE: ISS and Tarrant Partners LLC Policy Framework — Implications for the 2024 AGMG Contested Director Election

MATTER NO.: 1017-00002

AUTHORS: Audrey Zhou, Lead Associate; Brendan Walsh, Working Associate

REVIEWED BY: Nathaniel Bower, Responsible Partner; Colette Whitman, Billing Partner

PRIVILEGE LEGEND: This memorandum is a privileged and confidential attorney-client communication and attorney work product prepared by Calderwood & Harkness LLP for the Board of Directors of Aurelius Global Media Group PLC. It is not intended for distribution to any third party and should not be disclosed without the prior written consent of counsel. Distribution of this memorandum beyond the named recipients, including to third-party advisors, proxy solicitors, or financial advisors, should be discussed with Calderwood & Harkness in advance to preserve applicable privilege protections.

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I. Executive Summary

This memorandum presents a pre-recommendation analysis of the published voting policies of Thackeray Health IT ("ISS") and Westmark Solutions ("Tarrant Partners LLC"), the two dominant proxy advisory firms, as those policies are expected to be applied to the contested election of directors at the 2024 Annual General Meeting ("AGM") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), currently scheduled for June 7, 2024. The purpose of this memorandum is to provide the Board of Directors (the "Board") and the Special Committee with an informed assessment of the likely advisory firm positions in advance of the publication of formal ISS and Tarrant Partners LLC recommendations, which we anticipate will be issued between approximately May 15 and May 25, 2024.

The analysis assesses the probable advisory firm positions on the slate of three director nominees put forward by Corvus Peak Capital Partners LP ("Corvus Peak") — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — as opposed to the incumbent management slate of directors standing for re-election, namely Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos. This assessment is conducted in the context of the contested CEO succession process, the Company's board composition and refreshment history, its corporate governance profile, and the broader dynamics of the activist campaign initiated by Corvus Peak.

By way of factual context, AGMG filed its definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the "SEC") on May 3, 2024. Corvus Peak filed its own definitive proxy statement on May 6, 2024. Both proxy advisory firms are now in possession of the relevant filings and are expected to commence their analyses imminently.

We set forth below our key preliminary conclusions, each of which is developed in greater detail in the body of this memorandum:

(a) ISS is likely to recommend the election of at least two of the three Corvus Peak nominees — most probably Malcolm Trask and Dr. Raymond Chu — based on board refreshment concerns, financial performance questions, and the CEO succession controversy. ISS is less certain to recommend Vanessa Loring due to her direct employment affiliation with Corvus Peak.

(b) Tarrant Partners LLC is more likely than ISS to recommend the election of all three Corvus Peak nominees, reflecting Tarrant Partners LLC's historically more governance-centric analytical lens and its heightened sensitivity to issues of board refreshment, succession planning, and responsiveness to shareholder concerns. Tarrant Partners LLC has historically been more willing than ISS to support full dissident slates when governance deficiencies are well-documented.

(c) In light of the foregoing, the Board should prepare for an adverse recommendation scenario — potentially from both advisory firms — and should accelerate its direct shareholder engagement efforts, refine its public messaging on the CEO succession process and governance reforms, and actively develop settlement contingency planning in the event that the advisory firm landscape makes a successful contested vote materially more difficult.

Coordination Note. This memorandum should be read in conjunction with two prior memoranda delivered to the Board: (i) the Proxy Contest Defense Strategies memorandum dated April 28, 2024, which addressed the overall legal framework and tactical considerations for the Board's response to the Corvus Peak contest; and (ii) the Shareholder Base Analysis and Vote Projection memorandum dated May 1, 2024, which provided a detailed analysis of the Company's shareholder register, institutional holder voting tendencies, and preliminary vote projection scenarios. Together, these three memoranda provide an integrated analytical framework for the Board's decision-making in the critical weeks leading up to the AGM.

II. Background and Factual Context

A. AGMG Corporate Profile

Aurelius Global Media Group PLC is a Delaware-incorporated company registered as an overseas company in England and Wales, dual-listed on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange Main Market premium segment (ticker: AGMG.L). The Company's global headquarters are located at 14 Sceptre Row, London EC2V 7QN, United Kingdom. AGMG also maintains significant operations in New York, Los Angeles, Singapore, and Berlin.

As of March 1, 2024, AGMG's market capitalization was approximately £6.82 billion, or approximately $8.65 billion (applying an exchange rate of $1.2683 per pound sterling). The Company reported revenue of $4.37 billion for its fiscal year ended December 31, 2023 ("FY 2023"), and reported EBITDA of $812 million for the same period, representing an EBITDA margin of approximately 18.6%. AGMG employs approximately 23,400 individuals worldwide across its various business segments and corporate functions.

AGMG operates through four principal business segments, each of which contributes meaningfully to the Company's overall revenue and strategic profile:

The Streaming & Digital Content segment, anchored by the Luminos streaming platform launched in 2019, is the Company's largest and fastest-growing segment. The Live Entertainment & Events segment encompasses AGMG's portfolio of live concert venues, festivals, and experiential media events. The E-Commerce & Merchandising segment operates direct-to-consumer merchandise platforms and licensing arrangements for AGMG's proprietary intellectual property. The Advertising & Brand Partnerships segment encompasses the Company's digital advertising network and branded content partnerships with major consumer brands.

As of the record date, there were 412,600,000 shares of AGMG common stock outstanding.

B. The Contested Election

The Activist and Its Position. Corvus Peak Capital Partners LP is a Delaware limited partnership with principal offices at 590 Lexington Avenue, 34th Floor, New York, New York 10022. Corvus Peak is an activist-oriented investment fund with assets under management of approximately $7.2 billion. The firm was founded by Damien Solberg, who serves as its Chief Investment Officer. The AGMG campaign is managed by Erin Nakamura, a Portfolio Manager at Corvus Peak.

Corvus Peak disclosed an initial 6.1% stake in AGMG (approximately 25,168,600 shares) through its Schedule 13D filing with the SEC on January 18, 2024. On February 26, 2024, Corvus Peak filed an amendment to its Schedule 13D disclosing that it had increased its position to 8.7% of AGMG's outstanding shares (approximately 35,896,200 shares), with an average cost basis of $20.97 per share, representing a total investment of approximately $752.8 million. The amended Schedule 13D also announced Corvus Peak's intention to nominate a slate of director candidates for election at the 2024 AGM.

Corvus Peak's Director Nominees. Corvus Peak submitted its formal notice of director nominations on March 1, 2024, within the advance notice window established by AGMG's Amended and Restated Bylaws (which required submissions between February 10, 2024 and March 11, 2024). The three nominees put forward by Corvus Peak are:

(i) Malcolm Trask (age 58): Former Chief Executive Officer of Archway Digital Holdings Inc., a publicly traded digital media company. Mr. Trask served as CEO of Archway from 2014 through 2021, during which period he led a comprehensive digital transformation and oversaw significant revenue and margin expansion. He holds a B.A. from Princeton University and an M.B.A. from Columbia Business School.

(ii) Vanessa Loring (age 44): Managing Director at Corvus Peak Capital Partners LP, where she leads the firm's corporate governance and shareholder engagement practice. Prior to joining Corvus Peak, Ms. Loring served as a corporate governance analyst at Tidewater Workers' Pension Fund and as an associate at Welvane & Partners LLP. She holds a B.S. from Georgetown University and a J.D. from New York University School of Law.

(iii) Dr. Raymond Chu (age 61): Former President of Helix Media Networks Inc., a media technology company acquired by Pinnacle & Co. in 2020. Dr. Chu served as President of Helix Media from 2016 through the completion of the acquisition. He holds a B.S. in Electrical Engineering from MIT, a Ph.D. in Computer Science from Stanford University, and an M.B.A. from INSEAD.

The Short-Slate Contest. The contest is structured as a short-slate campaign in which Corvus Peak is seeking to replace three specific incumbent directors — Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos — with its own nominees. Under the plurality voting standard that is triggered in a contested election under AGMG's Bylaws, the three nominees receiving the highest number of votes "for" their election will be elected to the Board. Because Corvus Peak is running a short-slate of three nominees against three specific incumbents, shareholders will be asked to vote "for" up to three nominees from either the management slate or the Corvus Peak slate (or a combination thereof, colloquially referred to as "split-ticket" voting).

Corvus Peak's Stated Objectives. In its public communications, including its February 26, 2024 amended Schedule 13D, its February 12, 2024 demand letter to the Board, and its April 15, 2024 open letter to shareholders, Corvus Peak has articulated three principal objectives: (i) meaningful board refreshment, including the addition of independent directors with relevant media and technology industry experience who are not beholden to the incumbent management team; (ii) a formal independent strategic review of AGMG's business segments, capital allocation, and portfolio composition; and (iii) the implementation of a formal, transparent CEO succession process that is not predetermined in favor of management's preferred candidate.

CEO Succession Context. Marcus Vane, who had served as AGMG's Chief Executive Officer since 2016, resigned effective March 8, 2024, citing "personal and family considerations." Mr. Vane's departure was accompanied by a severance package valued at approximately $14.8 million, consisting of two times his annual base salary of $2.4 million ($4.8 million), two times his target annual bonus of $2.4 million ($4.8 million), and $5.2 million in accelerated equity vesting. The Board designated Priya Nair-Whitfield, who had served as AGMG's Chief Operating Officer, as Interim Chief Executive Officer within hours of Mr. Vane's resignation. A formal CEO search was launched on March 15, 2024, with the retention of Hargrove Tate Partners LLC, an executive search firm.

Corvus Peak publicly criticized the Board's designation of Ms. Nair-Whitfield as Interim CEO in a letter to shareholders dated April 15, 2024, characterizing the appointment as a "predetermined outcome" that "reveals the Board's true intention to install its favored internal candidate without the rigorous, independent search process that shareholders deserve." Corvus Peak has further argued that the Board's conduct reflects a pattern of insular decision-making that prioritizes management entrenchment over shareholder value.

Proxy Solicitors. AGMG has retained Citrine Advisory Group Inc. (lead contact: Sandra Eriksson) as its proxy solicitor. Corvus Peak has retained Falconer Strauss LLC (lead contact: Derek Huang) as its proxy solicitor.

C. AGMG Governance Profile Relevant to Advisory Firm Analysis

The following governance features of AGMG are directly relevant to the analytical frameworks applied by ISS and Tarrant Partners LLC and will be assessed by both advisory firms in connection with their recommendations on the contested election:

Board Classification and Voting Standards. AGMG has a declassified board; all directors are elected annually. The Board was declassified pursuant to a shareholder-approved bylaw amendment at the 2021 AGM. The Company applies a majority voting standard in uncontested director elections. In contested elections — defined as elections in which the number of nominees exceeds the number of seats available — AGMG's Bylaws provide for a plurality voting standard. Because the current contest involves nominees from both the management and dissident slates, the plurality standard is triggered.

Shareholder Rights Plan. AGMG does not have a shareholder rights plan (commonly known as a "poison pill") in effect. On April 10, 2024, the Board considered the adoption of a "shadow pill" — a rights plan that would be prepared and held in reserve for adoption on short notice if circumstances warranted — and, on the advice of Calderwood & Harkness, rejected the proposal. The Board's decision was based on the assessment that adoption of a rights plan, even in "shadow" form, would be perceived negatively by proxy advisory firms and institutional shareholders and would undermine the Board's credibility in the contested election.

Forum Selection. Section 11.1 of AGMG's Amended and Restated Bylaws (effective March 22, 2022) designates the Court of Chancery of the State of Delaware as the exclusive forum for intra-corporate disputes, including claims arising under the Delaware General Corporation Law.

Board Composition. Prior to Mr. Vane's resignation, the Board consisted of 10 voting members: three executive directors (Mr. Vane as CEO, Ms. Nair-Whitfield as COO/Interim CEO, and Garrett Voss as CFO) and seven non-executive directors (including Dame Elspeth Greenvale as Independent Non-Executive Chair). Following Mr. Vane's departure, the Board has 9 seated members and one vacancy. Of the 9 seated members, 2 are executive directors (Ms. Nair-Whitfield and Mr. Voss), and 7 are non-executive directors. Co-founder Hugh Pemberton has served on the Board continuously since AGMG's incorporation in 2009, a tenure of approximately 15 years.

Auditor and Outside Counsel. AGMG's independent auditor is Glenmore & Partners LLP (engagement partner: Keith Redmond), in place since 2019. The Company's standing outside counsel is Ashworth Velmoran LLP (lead partner: Martin Cho), which has served in that capacity since 2015. Corvus Peak has publicly characterized Ashworth Velmoran as "management-aligned" in its filings, a criticism that prompted the Board to engage Calderwood & Harkness LLP as independent governance counsel on March 12, 2024 to advise on matters relating to the contested election and CEO succession.

Insider Ownership. Management and Board insiders collectively hold approximately 3.2% of AGMG's outstanding shares (approximately 13,203,200 shares). Of this total, Mr. Pemberton personally holds approximately 2.1% (approximately 8,664,600 shares), making him the largest individual insider holder.

III. ISS Voting Policy Framework — Applicable Policies

A. ISS Policy on Contested Director Elections (Proxy Fight Framework)

ISS evaluates contested director elections on a case-by-case basis, applying what it describes as a "totality-of-circumstances" approach rather than a mechanical or formulaic checklist. ISS's published policy guidelines acknowledge that every proxy contest presents a unique set of facts and circumstances, and that no single factor is dispositive in determining whether to recommend in favor of a dissident or management slate.

Notwithstanding this flexible approach, ISS's contested election framework is organized around four primary analytical pillars, each of which is assessed independently and then weighed in the aggregate to reach an overall recommendation:

(i) The Case for Change. ISS assesses whether there is a credible basis for shareholder dissatisfaction with the incumbent board's strategic direction, financial performance, corporate governance practices, or responsiveness to shareholder concerns. This analysis encompasses both quantitative measures (e.g., total shareholder return relative to peers, revenue and margin trends, capital allocation efficiency) and qualitative factors (e.g., board culture, succession planning, transparency).

(ii) The Dissident's Proposed Plan and Its Credibility. ISS evaluates whether the activist has articulated a coherent and credible plan for creating shareholder value, and whether the plan is realistic given the company's circumstances. ISS is skeptical of activist campaigns that are long on criticism but short on constructive alternatives, and also scrutinizes activist proposals that appear to prioritize short-term gains at the expense of long-term value creation.

(iii) Quality and Independence of the Dissident Nominees Versus Incumbents. ISS assesses the qualifications, independence, and relevant experience of both the dissident and incumbent nominees. ISS applies heightened scrutiny to dissident nominees who are employees or affiliates of the activist fund, evaluating whether such nominees can be expected to serve the interests of all shareholders rather than the specific interests of the nominating fund.

(iv) Likelihood That the Proposed Changes Will Generate Shareholder Value. ISS considers whether, on balance, the changes sought by the activist — including the election of its nominees — are likely to result in improved governance, strategy, and shareholder value relative to the status quo. This pillar requires ISS to make a forward-looking judgment about the probable impact of the contested election's outcome.

The application of each of these four pillars to the AGMG contested election is discussed below.

B. ISS Case-for-Change Analysis — Expected Assessment of AGMG

Based on our review of ISS's published policy guidelines and its historical analyses in comparable contested election situations, we anticipate the following ISS assessment of the case for change at AGMG:

Financial Performance. AGMG's EBITDA margin of 18.6% for FY 2023 is within the range generally considered acceptable for diversified media conglomerates, and the Company's absolute revenue of $4.37 billion reflects a business of significant scale. However, AGMG's EBITDA margin has declined from approximately 22.1% in FY 2021 and 20.4% in FY 2022, representing a meaningful contraction over a two-year period. More significantly for ISS's purposes, AGMG's total shareholder return ("TSR") has underperformed the S&P 500 Media & Entertainment Sub-Industry Index by approximately 14 percentage points over the trailing one-year period and by approximately 22 percentage points over the trailing three-year period. ISS places substantial weight on relative TSR performance in its case-for-change analysis, and this underperformance is likely to be cited as supporting the case for change.

Strategic Concerns. The abrupt resignation of Marcus Vane, who had served as CEO since 2016, without a publicly disclosed succession plan in place at the time of his departure, raises fundamental questions about the Board's oversight of one of its most critical responsibilities. ISS has repeatedly identified CEO succession planning as a core function of a well-governed board, and the absence of a ready successor at the time of an unexpected departure is typically viewed as a governance shortcoming. Additionally, the terms of Mr. Vane's severance package — totaling approximately $14.8 million, including two times base salary, two times target bonus, and $5.2 million in accelerated equity vesting — may attract scrutiny from ISS as potentially excessive, particularly in the context of a departure characterized as voluntary and for "personal and family considerations." ISS's compensation analysts may question whether the severance arrangements were appropriately calibrated to the circumstances.

CEO Succession Process. The Board's designation of Priya Nair-Whitfield as Interim CEO within hours of Mr. Vane's resignation, before the formal executive search was launched, is likely to be flagged by ISS as suggesting a predetermined outcome. While the Board may defend this decision as a prudent step to ensure continuity of leadership during a period of transition, ISS has historically been skeptical of boards that appear to anoint internal successors without first conducting a robust, independent evaluation of both internal and external candidates. The fact that the formal search process — with the retention of Hargrove Tate Partners — was not initiated until March 15, 2024, a full week after Mr. Vane's resignation and the Nair-Whitfield appointment, may reinforce the perception that the Board had already settled on its preferred candidate and that the formal search was undertaken primarily for appearance.

Board Refreshment. ISS may note that co-founder Hugh Pemberton has served on the AGMG Board since the Company's incorporation in 2009, a tenure of approximately 15 years. ISS's published guidelines express concern about directors with extended tenure, particularly founders and former executives, whose long association with the company may compromise their ability to provide genuinely independent oversight. ISS does not impose a bright-line tenure limit, but it does consider overall board tenure averages and individual tenure outliers as part of its refreshment analysis. The average tenure of AGMG's non-executive directors is approximately 7.3 years, which, while not extreme, is above the median for S&P 500 companies. More significantly, the presence of a 15-year founder-director with a substantial personal shareholding (2.1%) raises questions about whether Mr. Pemberton's interests are fully aligned with those of the broader shareholder base.

C. ISS Assessment of Dissident Nominees — Expected Analysis

ISS will conduct an individualized assessment of each of Corvus Peak's three director nominees, evaluating their qualifications, independence, and likely contribution to the Board if elected:

Malcolm Trask. Mr. Trask's credentials as the former CEO of Archway Digital Holdings Inc. provide him with directly relevant media industry experience at the chief executive level. His tenure at Archway (2014–2021) was characterized by a successful digital transformation strategy and significant margin improvement, which are directly pertinent to the strategic challenges facing AGMG. Mr. Trask has no financial or employment relationship with Corvus Peak, and there are no apparent conflicts of interest that would compromise his independence. We expect ISS to view Mr. Trask as a strong, qualified, independent nominee. Of the three Corvus nominees, Mr. Trask is the most likely to receive a favorable ISS recommendation.

Vanessa Loring. Ms. Loring's status as a Managing Director at Corvus Peak is the single most significant factor in ISS's assessment of her candidacy. ISS policy does not categorically exclude fund-affiliated nominees from favorable consideration; however, ISS applies heightened scrutiny to such nominees and evaluates whether the nominee possesses the independence and governance orientation necessary to serve the interests of all shareholders, not merely the nominating fund. ISS will consider several factors in assessing Ms. Loring, including: (i) her professional qualifications and governance expertise (which are strong, given her prior experience at Tidewater Workers' Pension Fund and her legal background); (ii) the extent to which her fiduciary duties as a director would conflict with her obligations to Corvus Peak as her employer; and (iii) whether Corvus Peak's stated objectives reflect a long-term value creation thesis or a more narrowly focused financial agenda. We expect Ms. Loring to be the most vulnerable nominee on the Corvus slate in ISS's analysis. While her qualifications are not in question, her direct affiliation with Corvus Peak creates a credible basis for ISS to recommend against her election.

Dr. Raymond Chu. Dr. Chu's background as the former President of Helix Media Networks Inc., combined with his advanced technical credentials (Ph.D. in Computer Science from Stanford) and his INSEAD M.B.A., positions him as a well-qualified nominee with relevant industry and technology expertise. Dr. Chu has no financial or employment relationship with Corvus Peak, and his credentials are complementary to the skills currently represented on the AGMG Board. We expect ISS to view Dr. Chu as a strong, qualified, independent nominee who would enhance the Board's technical expertise, particularly as AGMG's Streaming & Digital Content segment continues to grow as the Company's largest business.

Prediction. Based on our analysis, ISS is most likely to recommend the election of at least Malcolm Trask and Dr. Raymond Chu (two of three Corvus nominees). The recommendation regarding Vanessa Loring is less certain; ISS may conclude that her fund affiliation presents an unacceptable risk that she would not exercise independent judgment as a director, or it may determine that her governance expertise and Corvus Peak's credible long-term thesis outweigh the affiliation concern. We believe the former outcome is more probable.

D. ISS Assessment of Incumbent Directors at Risk

ISS will also assess the three incumbent directors whose seats are being contested:

Tobias Kessler (Age 63). Mr. Kessler is a retired Managing Partner of Kessler Marsh Advisory LLP, a management consulting firm, and currently serves as Chair of the Special Committee established by the Board on March 18, 2024 to oversee the CEO succession process. Mr. Kessler's credentials are solid, and his role as Special Committee Chair demonstrates that the Board has invested him with significant responsibility during this period of transition. However, ISS may note that the Special Committee was formed on March 18, 2024 — ten days after Mr. Vane's resignation and approximately three weeks after Corvus Peak announced its intention to nominate directors — which could be characterized as a reactive measure adopted in response to activist pressure rather than an independent governance initiative. ISS may view Mr. Kessler favorably as an individual director but may nonetheless conclude that the case for change supports replacing some incumbents to achieve board refreshment.

Hugh Pemberton (Age 71). Mr. Pemberton is the most vulnerable incumbent director under ISS's analytical framework. His 15-year tenure as a co-founder, combined with his substantial personal shareholding of 2.1% (8,664,600 shares), will raise significant independence and refreshment concerns. ISS generally views founder-directors with extended tenure as less likely to provide rigorous, independent oversight of management, particularly when the founder maintains a meaningful economic interest in the company. Mr. Pemberton's continued presence on the Board may be characterized by ISS as emblematic of the Board's failure to adequately refresh its membership. We believe ISS is highly likely to recommend against Mr. Pemberton's re-election.

Sofia Delgado-Ríos (Age 52). Ms. Delgado-Ríos is a media industry consultant with relevant sector expertise and no obvious negative factors that would individually warrant a recommendation against her re-election. However, in the context of a contested election in which ISS concludes that the case for change supports board refreshment, Ms. Delgado-Ríos may be viewed as part of an insufficiently refreshed incumbent board. Her individual profile is not as vulnerable as Mr. Pemberton's, but she may be swept into an adverse recommendation if ISS concludes that the case for change is sufficiently strong to warrant the election of two or more dissident nominees.

Prediction. Mr. Pemberton is the most vulnerable incumbent and is very likely to receive an adverse recommendation from ISS. Mr. Kessler and Ms. Delgado-Ríos have somewhat stronger individual cases for retention, but their continued incumbency may be disfavored if ISS determines that meaningful board refreshment requires the election of multiple dissident nominees.

E. ISS Policy on Board Refreshment and Director Independence

ISS's published voting guidelines address several governance factors that bear on the board refreshment analysis:

Overboarded Directors. ISS maintains policies regarding "overboarded" directors — directors who sit on an excessive number of public company boards, potentially compromising their ability to devote adequate time and attention to each board. Based on our review, none of the incumbent directors or Corvus Peak nominees currently triggers ISS's overboarding thresholds. This factor is not expected to be material in the AGMG analysis.

Director Tenure. ISS does not impose a rigid maximum tenure for directors, but its policies reflect a general concern that excessively long-tenured directors may lack the independence and fresh perspective necessary for effective board oversight. ISS typically flags individual directors with tenure exceeding 12–15 years as warranting additional scrutiny. As noted above, Mr. Pemberton's 15-year tenure places him squarely within this zone of concern. ISS also considers average board tenure as a holistic metric; AGMG's average non-executive director tenure of approximately 7.3 years is not, in isolation, problematic, but the presence of a significant outlier in Mr. Pemberton may draw attention to the tenure distribution.

Board Diversity. ISS has increasingly emphasized board diversity — including gender, ethnic, and professional diversity — as a governance best practice. AGMG's Board includes several female directors, including Dame Elspeth Greenvale (Chair) and Sofia Delgado-Ríos, which may be viewed positively. However, ISS may also consider whether the Corvus Peak nominees would enhance the Board's overall diversity and skills profile.

Independence Classifications. ISS applies its own independence criteria, which may differ from those applied by the applicable stock exchanges (NYSE and LSE). Under ISS's framework, directors who are founders, former executives, or who have maintained long-standing advisory or business relationships with the company may be classified as non-independent, even if they satisfy the formal independence standards of the applicable exchange listing rules. Mr. Pemberton's co-founder status and his 15-year tenure create a substantial risk that ISS will classify him as non-independent under its own framework, irrespective of his formal classification by the Company.

F. ISS Policy on CEO Succession

ISS views robust CEO succession planning as a fundamental board responsibility and a hallmark of effective corporate governance. ISS's published guidelines emphasize that well-governed boards should maintain both a long-term succession plan (identifying and developing potential successors for the CEO position over time) and an emergency or contingency succession plan (ensuring that a qualified interim leader can assume the CEO role on short notice in the event of an unexpected departure, illness, or incapacitation).

ISS has historically recommended against incumbent directors where the board failed to have a viable succession plan at the time of a CEO departure, particularly where the departure was unexpected or where the board's response appeared improvised. In such cases, ISS has characterized the failure to plan for succession as evidence of inadequate board oversight and has used the contested election as an opportunity to hold directors accountable.

The circumstances of Marcus Vane's departure from AGMG present a problematic fact pattern under ISS's succession planning framework. Mr. Vane's resignation was described publicly as being for "personal and family considerations," suggesting that it was not precipitated by a long-planned transition or a planned retirement. The fact that the Board designated Ms. Nair-Whitfield as Interim CEO within hours of the resignation, yet did not initiate the formal search process until approximately one week later, creates an optics problem: it suggests either (a) that the Board had a contingency plan that resulted in the Nair-Whitfield appointment but chose not to disclose it publicly in advance, raising transparency questions; or (b) that the Board made the Interim CEO decision on an ad hoc basis, raising preparedness questions. Neither characterization is favorable under ISS's framework.

We expect ISS to weigh the CEO succession issue as a significant factor supporting the case for change.

G. ISS Policy on Shareholder Rights Plans (Poison Pills)

ISS maintains a strong, well-established opposition to shareholder rights plans that are adopted unilaterally by boards of directors without prior shareholder approval. This opposition is particularly acute in the context of contested elections and activist campaigns, where the adoption of a rights plan may be viewed as an entrenchment device designed to impede the exercise of shareholder voting rights.

AGMG does not have a shareholder rights plan in effect, which is a governance positive that will be noted by ISS. The Board's consideration and rejection of a "shadow pill" on April 10, 2024 is consistent with ISS's policy expectations and, if appropriately disclosed, should be viewed favorably by ISS as evidence that the Board exercised restraint and prioritized shareholder interests over defensive considerations. We recommend that the Board consider whether to affirmatively disclose its rejection of the shadow pill in its supplemental proxy materials, as this disclosure could serve as a meaningful data point in ISS's governance assessment.

H. Predicted ISS Recommendation

Based on our analysis of ISS's published voting policies and our assessment of their likely application to the AGMG contested election, we predict the following range of outcomes:

The most likely outcome, in our assessment, is that ISS recommends the election of two of the three Corvus Peak nominees — specifically, Malcolm Trask and Dr. Raymond Chu — while recommending against Vanessa Loring due to her direct employment affiliation with Corvus Peak. This would represent a balanced recommendation in which ISS acknowledges the legitimate case for board refreshment while expressing reservations about placing a fund employee on the Board.

The alternative scenario in which ISS recommends all three Corvus nominees is not implausible and carries a meaningful probability (approximately 30%). This outcome would reflect a determination by ISS that the governance deficiencies at AGMG — particularly the CEO succession failure and the board refreshment concerns — are sufficiently severe to warrant the election of the full dissident slate, notwithstanding Loring's fund affiliation. ISS has, in past contested elections, recommended full dissident slates where the case for change was compelling, and the AGMG fact pattern provides a credible basis for such a conclusion.

The scenario in which ISS recommends one or no Corvus nominees is, in our assessment, the least likely outcome (approximately 10% probability). This would require ISS to conclude either that the case for change is insufficiently supported by the facts or that the incumbent board's governance response has been adequate to address shareholder concerns — neither of which, in our view, is the most likely ISS conclusion.

IV. Tarrant Partners LLC Voting Policy Framework — Applicable Policies

A. Tarrant Partners LLC Policy on Contested Elections

Tarrant Partners LLC's analytical framework for contested director elections shares certain structural similarities with ISS's approach but differs in emphasis and orientation in ways that are material to the AGMG contested election. Like ISS, Tarrant Partners LLC evaluates contested elections on a case-by-case basis, considering the totality of circumstances rather than applying a rigid formula. However, Tarrant Partners LLC tends to apply a more governance-centric analytical lens than ISS, with particular focus on board structure, director independence, board accountability, and responsiveness to shareholder concerns.

Tarrant Partners LLC's contested election framework emphasizes several factors that are particularly relevant to the AGMG situation:

(i) Governance quality and board accountability. Tarrant Partners LLC places significant weight on whether the incumbent board has maintained governance practices consistent with best-practice standards, including effective succession planning, appropriate board refreshment, and meaningful responsiveness to shareholder concerns.

(ii) Board composition and independence. Tarrant Partners LLC scrutinizes the composition of the incumbent board, including the independence of individual directors, the average and distribution of director tenure, and the degree to which the board has been refreshed through the regular addition of new, independent members.

(iii) Shareholder responsiveness. Tarrant Partners LLC evaluates whether the incumbent board has demonstrated genuine responsiveness to concerns raised by significant shareholders, including activist investors. A board that is perceived as dismissive or slow to respond to legitimate governance concerns is more likely to receive an adverse Tarrant Partners LLC recommendation.

(iv) Credibility of the dissident's thesis. Tarrant Partners LLC assesses whether the activist has articulated a credible, well-supported thesis for change, and whether the proposed remedies (including the election of dissident nominees) are proportionate to the identified concerns.

Historically, Tarrant Partners LLC has been more willing than ISS to recommend full dissident slates in contested elections where governance concerns are significant and well-documented. While ISS tends to adopt a more centrist posture — frequently recommending a partial dissident slate as a compromise between competing positions — Tarrant Partners LLC is more inclined to render a decisive recommendation in favor of one side or the other. This tendency is particularly pronounced in cases where Tarrant Partners LLC identifies systemic governance deficiencies rather than isolated shortcomings.

B. Tarrant Partners LLC Governance Scoring — Expected Assessment of AGMG

Tarrant Partners LLC employs a proprietary governance scoring methodology that assesses companies across multiple dimensions, including board composition, compensation practices, audit oversight, shareholder rights, and related-party transactions. The governance score serves as an important input into Tarrant Partners LLC's overall recommendation, and companies with lower governance scores are more likely to receive adverse recommendations in contested elections.

Factors Likely to Negatively Impact AGMG's Governance Score. We have identified several factors that are likely to result in a lower governance score for AGMG under Tarrant Partners LLC's methodology:

• Hugh Pemberton's tenure and founder status. Mr. Pemberton's 15-year tenure and his status as a co-founder of AGMG will be viewed as a significant negative factor by Tarrant Partners LLC. Tarrant Partners LLC's published guidelines express skepticism toward directors with tenure exceeding 10–12 years, and this skepticism is heightened when the long-tenured director is a founder or former executive whose historical ties to the company may compromise independent judgment.

• Lack of a pre-existing CEO succession plan. As discussed in Section III.F above, the absence of a publicly disclosed succession plan at the time of Marcus Vane's departure is likely to be characterized as a governance failure. Tarrant Partners LLC treats CEO succession planning as a core board competency, and the Board's apparent lack of preparedness will weigh heavily in Tarrant Partners LLC's governance scoring.

• The Interim CEO designation perceived as a predetermined outcome. Corvus Peak's characterization of the Nair-Whitfield appointment as a "predetermined outcome" is likely to resonate with Tarrant Partners LLC's governance analysts, who are attentive to the integrity and independence of board processes. Even if the Board acted in good faith, the optics of the situation are unfavorable.

• The standing outside counsel relationship and activist criticism. The Board's long-standing relationship with Ashworth Velmoran LLP (since 2015), combined with Corvus Peak's public characterization of Ashworth Velmoran as "management-aligned," may be viewed by Tarrant Partners LLC as indicative of a board that is insufficiently independent from management. While the Board's subsequent engagement of Calderwood & Harkness as independent governance counsel mitigates this concern to some degree, Tarrant Partners LLC may note that the Board did not take this step until March 12, 2024 — well after the activist campaign was publicly announced.

• Board size and executive director representation. With 9 seated directors (following Mr. Vane's departure) and 2 executive directors (Ms. Nair-Whitfield and Mr. Voss), approximately 22% of the current Board consists of executive directors. While this ratio is not extraordinary by global standards, Tarrant Partners LLC generally prefers boards with a higher proportion of independent non-executive directors, particularly for companies of AGMG's size and complexity.

Factors Likely to Positively Impact AGMG's Governance Score. Notwithstanding the foregoing negative factors, several aspects of AGMG's governance profile are likely to be viewed favorably by Tarrant Partners LLC:

• Declassified board. The Board's declassification in 2021, approved by shareholders, demonstrates governance responsiveness and is consistent with Tarrant Partners LLC's strong preference for annual director elections.

• Majority voting standard for uncontested elections. AGMG's adoption of a majority voting standard (as opposed to plurality voting) for uncontested elections reflects a shareholder-friendly governance practice.

• No shareholder rights plan in effect. The absence of a poison pill is a significant governance positive and aligns with Tarrant Partners LLC's well-established opposition to such plans.

• Independent Non-Executive Chair. The separation of the Chair and CEO roles, with Dame Elspeth Greenvale serving as Independent Non-Executive Chair, is consistent with Tarrant Partners LLC's governance best practices and will be viewed favorably.

• Engagement of independent governance counsel and executive search firm. The Board's retention of Calderwood & Harkness LLP as independent governance counsel (separate from standing counsel Ashworth Velmoran) and of Hargrove Tate Partners LLC as an independent executive search firm demonstrates a commitment to process integrity that Tarrant Partners LLC is likely to acknowledge.

On balance, we expect Tarrant Partners LLC's governance scoring to result in a mixed-to-negative overall assessment of AGMG. The negative factors — particularly the succession planning failure, Mr. Pemberton's tenure, and the perception of a predetermined Interim CEO appointment — are likely to outweigh the positive factors in Tarrant Partners LLC's analysis.

C. Tarrant Partners LLC Assessment of Dissident Nominees

Tarrant Partners LLC's assessment of individual director nominees in contested elections generally mirrors the ISS approach but with certain methodological differences that may produce different outcomes.

Independence Criteria. Tarrant Partners LLC applies its own independence criteria, which in some respects are more rigorous than those applied by ISS but in other respects may be more tolerant of activist-affiliated nominees. Specifically, Tarrant Partners LLC has been somewhat more lenient than ISS regarding fund-affiliated nominees, provided that the nominating fund has demonstrated a credible, long-term value creation thesis and that the nominee possesses genuine governance expertise. Tarrant Partners LLC has recognized that fund-affiliated nominees can bring valuable perspectives to a board, including a shareholder-oriented mindset and expertise in corporate governance and capital allocation.

Application to Vanessa Loring. Ms. Loring's affiliation with Corvus Peak will be scrutinized by Tarrant Partners LLC, but we believe Tarrant Partners LLC is less likely than ISS to recommend against her solely on the basis of this affiliation. Tarrant Partners LLC may consider several mitigating factors: (i) Ms. Loring's prior experience at Tidewater Workers' Pension Fund, where she served as a corporate governance analyst, demonstrates a governance-oriented professional background that extends beyond her current role at Corvus Peak; (ii) Corvus Peak's stated objectives — board refreshment, an independent strategic review, and a transparent CEO succession process — reflect long-term governance improvements rather than short-term financial engineering; and (iii) Corvus Peak's 8.7% stake, with an average cost basis of $20.97 per share and a total investment of approximately $752.8 million, suggests a meaningful long-term commitment to the Company rather than a short-duration trading position.

Assessment of All Three Nominees. All three Corvus Peak nominees have relevant media and technology sector experience: Mr. Trask as a former CEO of a digital media company, Ms. Loring as a governance specialist with deep knowledge of the media sector, and Dr. Chu as a former president of a media technology company. Tarrant Partners LLC is likely to view the Corvus slate as a well-constructed group of nominees whose collective expertise would enhance the Board's capabilities in areas where the current Board has identifiable gaps.

Prediction. Tarrant Partners LLC is more likely than ISS to recommend all three Corvus Peak nominees. The combination of a credible case for change, well-qualified nominees (including a nominee with genuine governance expertise despite her fund affiliation), and systemic governance concerns at AGMG provides a strong foundation for a full-slate recommendation.

D. Tarrant Partners LLC Assessment of Incumbent Directors at Risk

Tarrant Partners LLC's assessment of the incumbent directors at risk will emphasize many of the same factors identified in the ISS analysis but with heightened sensitivity to tenure and board refreshment.

Hugh Pemberton. Mr. Pemberton's 15-year tenure is virtually certain to be singled out by Tarrant Partners LLC as excessive. Tarrant Partners LLC's published guidelines suggest pronounced skepticism toward directors whose tenure exceeds 10–12 years, and this skepticism is intensified when the long-tenured director is a co-founder with significant personal economic interests in the company. Tarrant Partners LLC may characterize Mr. Pemberton's continued presence on the Board as symptomatic of an insular board culture that has failed to prioritize independent oversight and refreshment. We consider it highly likely that Tarrant Partners LLC will recommend against Mr. Pemberton's re-election.

Tobias Kessler and Sofia Delgado-Ríos. Tarrant Partners LLC's assessment of Mr. Kessler and Ms. Delgado-Ríos will be influenced by whether it concludes that the case for change warrants the election of the full dissident slate or only a partial slate. If Tarrant Partners LLC determines that systemic governance failures at AGMG — including the succession planning deficiency and the board refreshment shortcomings — are best addressed by the election of all three Corvus nominees, then Mr. Kessler and Ms. Delgado-Ríos may receive adverse recommendations even though their individual profiles are not particularly problematic.

Tarrant Partners LLC may also focus on whether the incumbent directors have demonstrated adequate responsiveness to shareholder concerns raised by Corvus Peak. The February 12, 2024 demand letter from Corvus Peak identified specific governance concerns, including board refreshment and CEO succession. The Board's public response to these concerns was not issued until several weeks later, which Tarrant Partners LLC may characterize as insufficiently timely and responsive. Mr. Kessler's formation of the Special Committee on March 18, 2024 may be viewed by Tarrant Partners LLC as a welcome step but one that was taken reactively rather than proactively.

E. Tarrant Partners LLC Policy on CEO Succession Planning

Tarrant Partners LLC treats CEO succession planning as a core board competency and one of the most important governance practices that a well-functioning board should maintain. Tarrant Partners LLC's published guidelines emphasize that boards should have both a long-term succession plan and a contingency plan in place at all times, and that the failure to maintain such plans represents a significant governance deficiency.

A board's failure to have a contingency succession plan ready at the time of a sudden CEO departure is typically treated by Tarrant Partners LLC as a governance failure that warrants accountability at the board level. Tarrant Partners LLC has historically recommended against incumbent directors in situations where the board's response to a CEO departure appeared improvised or where the board appeared to have anointed a successor without a transparent, independent selection process.

The dual facts of Marcus Vane's abrupt departure and the Board's immediate appointment of Ms. Nair-Whitfield as Interim CEO without a disclosed, pre-existing contingency plan will likely be characterized unfavorably by Tarrant Partners LLC. The subsequent retention of Hargrove Tate Partners for a formal search will be acknowledged but is unlikely to fully mitigate the negative impression created by the initial sequence of events. Tarrant Partners LLC may conclude that the Board's conduct reflects a pattern of reactive governance rather than proactive planning, and that the election of new directors with fresh perspectives is warranted to improve the Board's governance practices going forward.

F. Predicted Tarrant Partners LLC Recommendation

Based on our analysis of Tarrant Partners LLC's published voting policies and historical tendencies, we predict the following range of outcomes:

The most likely outcome, in our assessment, is that Tarrant Partners LLC recommends the election of all three Corvus Peak nominees. This reflects Tarrant Partners LLC's historical tendency to support full activist slates in contested elections where governance concerns are well-documented, the case for change is credible, and the dissident nominees are qualified. The AGMG fact pattern — encompassing CEO succession failures, board refreshment deficiencies, and insufficient responsiveness to shareholder concerns — provides a strong foundation for a full-slate recommendation. Additionally, Tarrant Partners LLC's relatively more tolerant posture toward fund-affiliated nominees makes it less likely than ISS to recommend against Vanessa Loring solely on the basis of her Corvus Peak affiliation.

The alternative scenario in which Tarrant Partners LLC recommends two of three Corvus nominees (omitting Ms. Loring) carries a meaningful probability (approximately 30%) and would be consistent with a conclusion that the case for change supports board refreshment but that fund-affiliated nominees warrant closer scrutiny. However, given Tarrant Partners LLC's historical pattern of decisive recommendations and its generally more activist-friendly posture, we believe the full-slate recommendation is more probable.

The scenario in which Tarrant Partners LLC recommends one or no Corvus nominees is, in our assessment, extremely unlikely (approximately 5% probability) and would require a significant departure from Tarrant Partners LLC's established analytical tendencies.

V. Impact of Advisory Firm Recommendations on Shareholder Voting — Analysis by Shareholder Segment

A. Institutional Shareholder Voting Tendencies and Advisory Firm Influence

The recommendations issued by ISS and Tarrant Partners LLC carry significant influence over the voting behavior of institutional shareholders, particularly index funds, pension funds, and asset managers that rely on advisory firm guidance to inform their voting decisions on a high volume of proxy proposals. While most large institutional shareholders maintain that they exercise independent judgment on voting matters, empirical evidence consistently demonstrates that ISS and Tarrant Partners LLC recommendations are strongly correlated with actual voting outcomes.

As a general estimate, based on academic research and industry data, ISS recommendations influence approximately 15–25% of the shares voted at any given company's annual meeting. The influence of Tarrant Partners LLC is somewhat more modest, estimated at approximately 5–10% of shares voted. The combined influence of both firms is not simply additive, as some shareholders follow both firms' recommendations and some rely primarily on one. However, the combined effect can be decisive in close contests, and an adverse recommendation from both ISS and Tarrant Partners LLC creates a very challenging environment for the side disfavored by both firms.

It is important to note that the influence of advisory firm recommendations varies significantly across different categories of institutional shareholders. Passive index funds, which hold shares as a function of index composition and have limited resources for independent governance analysis, tend to rely most heavily on ISS and Tarrant Partners LLC recommendations. Actively managed funds with dedicated governance teams are more likely to conduct independent analysis but may still use advisory firm recommendations as a reference point. Public pension funds vary in their reliance on advisory firms; some follow ISS recommendations as a default, while others maintain independent voting guidelines.

B. Key AGMG Shareholders and Expected Voting Behavior

Based on our analysis of AGMG's shareholder register and our knowledge of the voting tendencies of key institutional holders, we set forth below our assessment of the expected voting behavior of the Company's most significant shareholders:

Corvus Peak Capital Partners LP (8.7%, 35,896,200 shares). Corvus Peak will vote for its own slate of nominees (Trask, Loring, and Chu) and against the management nominees (Kessler, Pemberton, and Delgado-Ríos). Corvus Peak's voting behavior is not influenced by advisory firm recommendations; its shares represent a committed base of support for the dissident slate.

Thorne Capital Management LP (6.3%, 25,993,800 shares). Thorne Capital is a Boston-based passive long-only fund managed by Portfolio Manager Oliver Thorne. Based on our review of Thorne Capital's historical voting patterns, this fund typically follows ISS recommendations in contested elections. If ISS recommends two Corvus nominees, Thorne Capital is likely to follow that recommendation, voting for Trask and Chu while voting for the management nominees in the remaining seats. If ISS recommends all three Corvus nominees, Thorne Capital is likely to vote for the full Corvus slate. There is a meaningful possibility that Thorne Capital may split its ticket based on ISS's recommendations, which could affect the vote totals for individual nominees differently.

Ridgeway Asset Management Ltd. (5.1%, 21,042,600 shares). Ridgeway is a London-based traditional asset manager with an established governance team led by Head of Governance Fiona Ashcroft. UK-based institutional investors tend to maintain more independent governance teams than their US counterparts and are less mechanistically reliant on ISS or Tarrant Partners LLC recommendations. Ridgeway may conduct its own analysis and reach its own conclusions, though it is likely to consider the advisory firm recommendations as inputs into its decision-making process. Given Ridgeway's governance-oriented approach, the firm may be particularly sensitive to the board refreshment and CEO succession issues that both ISS and Tarrant Partners LLC are likely to flag. We assess Ridgeway as a potential "swing voter" that could be influenced by targeted engagement from either the management or dissident side.

Windermere Pension Trust (4.4%, 18,154,400 shares). Windermere is a US public pension fund with Chief Investment Officer Bernard Napier. As of the date of this memorandum, Windermere has not publicly disclosed its voting intentions. However, we understand from Citrine Advisory Group that Corvus Peak has engaged in direct dialogue with Windermere, and there is reason to believe that Windermere may be sympathetic to Corvus Peak's governance arguments. Public pension funds frequently follow ISS recommendations, but Windermere may have already formed a preliminary view based on its own engagement with the parties. We assess Windermere as a potential swing voter that may be predisposed toward the Corvus slate but whose final vote may be influenced by the advisory firm recommendations and by direct engagement from the management side.

Management & Board Insiders (3.2%, 13,203,200 shares). Management and Board insiders, including Mr. Pemberton (2.1%, 8,664,600 shares), will vote for the management slate. This represents a committed base of support for the incumbents, but the 3.2% combined insider stake is insufficient to determine the outcome in a closely contested election.

Remaining Institutional and Retail Shareholders. The balance of AGMG's shareholder base consists of a mix of institutional holders (including additional index funds, mutual funds, hedge funds, and asset managers) and retail shareholders. A significant proportion of institutional ownership is held by passive index funds (estimated at 25–35% of total shares outstanding), which are expected to follow ISS recommendations as a default. Retail shareholders, who are less likely to vote their shares in a contested election, may be somewhat more sympathetic to the management slate due to familiarity and default voting patterns, but retail participation in proxy contests is typically low.

C. Vote Projection Scenarios Based on Advisory Firm Outcomes

Building on the shareholder base analysis set forth above and the vote projection methodology detailed in our May 1, 2024 memorandum, we present four vote projection scenarios based on the range of possible advisory firm outcomes:

Scenario 1 — ISS Recommends 2 of 3 Corvus Nominees; Tarrant Partners LLC Recommends All 3.

This is, in our assessment, the most likely advisory firm outcome. Under this scenario, the projected vote results would be as follows:

Under this scenario, all three Corvus nominees are likely to receive majority support, although Ms. Loring's margin may be narrower than those of Mr. Trask and Dr. Chu due to the absence of an ISS endorsement. The three incumbent directors would receive support that is insufficient under the plurality standard to re

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, New York 10019 Telephone: (212) 555-7200 Facsimile: (212) 555-7201 www.calderwoodharkness.com
MEMORANDUM
TO: Board of Directors, Aurelius Global Media Group PLC Special Committee of the Board of Directors
ATTENTION: Dame Elspeth Greenvale, Independent Non-Executive Chair Tobias Kessler, Chair, Special Committee
CC: Nadine Khalil, General Counsel & Corporate Secretary, AGMG
FROM: Calderwood & Harkness LLP
DATE: May 8, 2024
RE: ISS and Tarrant Partners LLC Policy Framework — Implications for the 2024 AGMG Contested Director Election
MATTER NO.: 1017-00002
AUTHORS: Audrey Zhou, Lead Associate; Brendan Walsh, Working Associate
REVIEWED BY: Nathaniel Bower, Responsible Partner; Colette Whitman, Billing Partner
PRIVILEGE LEGEND: This memorandum is a privileged and confidential attorney-client communication and attorney work product prepared by Calderwood & Harkness LLP for the Board of Directors of Aurelius Global Media Group PLC. It is not intended for distribution to any third party and should not be disclosed without the prior written consent of counsel. Distribution of this memorandum beyond the named recipients, including to third-party advisors, proxy solicitors, or financial advisors, should be discussed with Calderwood & Harkness in advance to preserve applicable privilege protections.
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I. Executive Summary
This memorandum presents a pre-recommendation analysis of the published voting policies of Thackeray Health IT ("ISS") and Westmark Solutions ("Tarrant Partners LLC"), the two dominant proxy advisory firms, as those policies are expected to be applied to the contested election of directors at the 2024 Annual General Meeting ("AGM") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), currently scheduled for June 7, 2024. The purpose of this memorandum is to provide the Board of Directors (the "Board") and the Special Committee with an informed assessment of the likely advisory firm positions in advance of the publication of formal ISS and Tarrant Partners LLC recommendations, which we anticipate will be issued between approximately May 15 and May 25, 2024.
The analysis assesses the probable advisory firm positions on the slate of three director nominees put forward by Corvus Peak Capital Partners LP ("Corvus Peak") — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — as opposed to the incumbent management slate of directors standing for re-election, namely Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos. This assessment is conducted in the context of the contested CEO succession process, the Company's board composition and refreshment history, its corporate governance profile, and the broader dynamics of the activist campaign initiated by Corvus Peak.
By way of factual context, AGMG filed its definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the "SEC") on May 3, 2024. Corvus Peak filed its own definitive proxy statement on May 6, 2024. Both proxy advisory firms are now in possession of the relevant filings and are expected to commence their analyses imminently.
We set forth below our key preliminary conclusions, each of which is developed in greater detail in the body of this memorandum:
(a) ISS is likely to recommend the election of at least two of the three Corvus Peak nominees — most probably Malcolm Trask and Dr. Raymond Chu — based on board refreshment concerns, financial performance questions, and the CEO succession controversy. ISS is less certain to recommend Vanessa Loring due to her direct employment affiliation with Corvus Peak.
(b) Tarrant Partners LLC is more likely than ISS to recommend the election of all three Corvus Peak nominees, reflecting Tarrant Partners LLC's historically more governance-centric analytical lens and its heightened sensitivity to issues of board refreshment, succession planning, and responsiveness to shareholder concerns. Tarrant Partners LLC has historically been more willing than ISS to support full dissident slates when governance deficiencies are well-documented.
(c) In light of the foregoing, the Board should prepare for an adverse recommendation scenario — potentially from both advisory firms — and should accelerate its direct shareholder engagement efforts, refine its public messaging on the CEO succession process and governance reforms, and actively develop settlement contingency planning in the event that the advisory firm landscape makes a successful contested vote materially more difficult.
Coordination Note. This memorandum should be read in conjunction with two prior memoranda delivered to the Board: (i) the Proxy Contest Defense Strategies memorandum dated April 28, 2024, which addressed the overall legal framework and tactical considerations for the Board's response to the Corvus Peak contest; and (ii) the Shareholder Base Analysis and Vote Projection memorandum dated May 1, 2024, which provided a detailed analysis of the Company's shareholder register, institutional holder voting tendencies, and preliminary vote projection scenarios. Together, these three memoranda provide an integrated analytical framework for the Board's decision-making in the critical weeks leading up to the AGM.
II. Background and Factual Context
A. AGMG Corporate Profile
Aurelius Global Media Group PLC is a Delaware-incorporated company registered as an overseas company in England and Wales, dual-listed on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange Main Market premium segment (ticker: AGMG.L). The Company's global headquarters are located at 14 Sceptre Row, London EC2V 7QN, United Kingdom. AGMG also maintains significant operations in New York, Los Angeles, Singapore, and Berlin.
As of March 1, 2024, AGMG's market capitalization was approximately £6.82 billion, or approximately $8.65 billion (applying an exchange rate of $1.2683 per pound sterling). The Company reported revenue of $4.37 billion for its fiscal year ended December 31, 2023 ("FY 2023"), and reported EBITDA of $812 million for the same period, representing an EBITDA margin of approximately 18.6%. AGMG employs approximately 23,400 individuals worldwide across its various business segments and corporate functions.
AGMG operates through four principal business segments, each of which contributes meaningfully to the Company's overall revenue and strategic profile:
The Streaming & Digital Content segment, anchored by the Luminos streaming platform launched in 2019, is the Company's largest and fastest-growing segment. The Live Entertainment & Events segment encompasses AGMG's portfolio of live concert venues, festivals, and experiential media events. The E-Commerce & Merchandising segment operates direct-to-consumer merchandise platforms and licensing arrangements for AGMG's proprietary intellectual property. The Advertising & Brand Partnerships segment encompasses the Company's digital advertising network and branded content partnerships with major consumer brands.
As of the record date, there were 412,600,000 shares of AGMG common stock outstanding.
B. The Contested Election
The Activist and Its Position. Corvus Peak Capital Partners LP is a Delaware limited partnership with principal offices at 590 Lexington Avenue, 34th Floor, New York, New York 10022. Corvus Peak is an activist-oriented investment fund with assets under management of approximately $7.2 billion. The firm was founded by Damien Solberg, who serves as its Chief Investment Officer. The AGMG campaign is managed by Erin Nakamura, a Portfolio Manager at Corvus Peak.
Corvus Peak disclosed an initial 6.1% stake in AGMG (approximately 25,168,600 shares) through its Schedule 13D filing with the SEC on January 18, 2024. On February 26, 2024, Corvus Peak filed an amendment to its Schedule 13D disclosing that it had increased its position to 8.7% of AGMG's outstanding shares (approximately 35,896,200 shares), with an average cost basis of $20.97 per share, representing a total investment of approximately $752.8 million. The amended Schedule 13D also announced Corvus Peak's intention to nominate a slate of director candidates for election at the 2024 AGM.
Corvus Peak's Director Nominees. Corvus Peak submitted its formal notice of director nominations on March 1, 2024, within the advance notice window established by AGMG's Amended and Restated Bylaws (which required submissions between February 10, 2024 and March 11, 2024). The three nominees put forward by Corvus Peak are:
(i) Malcolm Trask (age 58): Former Chief Executive Officer of Archway Digital Holdings Inc., a publicly traded digital media company. Mr. Trask served as CEO of Archway from 2014 through 2021, during which period he led a comprehensive digital transformation and oversaw significant revenue and margin expansion. He holds a B.A. from Princeton University and an M.B.A. from Columbia Business School.
(ii) Vanessa Loring (age 44): Managing Director at Corvus Peak Capital Partners LP, where she leads the firm's corporate governance and shareholder engagement practice. Prior to joining Corvus Peak, Ms. Loring served as a corporate governance analyst at Tidewater Workers' Pension Fund and as an associate at Welvane & Partners LLP. She holds a B.S. from Georgetown University and a J.D. from New York University School of Law.
(iii) Dr. Raymond Chu (age 61): Former President of Helix Media Networks Inc., a media technology company acquired by Pinnacle & Co. in 2020. Dr. Chu served as President of Helix Media from 2016 through the completion of the acquisition. He holds a B.S. in Electrical Engineering from MIT, a Ph.D. in Computer Science from Stanford University, and an M.B.A. from INSEAD.
The Short-Slate Contest. The contest is structured as a short-slate campaign in which Corvus Peak is seeking to replace three specific incumbent directors — Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos — with its own nominees. Under the plurality voting standard that is triggered in a contested election under AGMG's Bylaws, the three nominees receiving the highest number of votes "for" their election will be elected to the Board. Because Corvus Peak is running a short-slate of three nominees against three specific incumbents, shareholders will be asked to vote "for" up to three nominees from either the management slate or the Corvus Peak slate (or a combination thereof, colloquially referred to as "split-ticket" voting).
Corvus Peak's Stated Objectives. In its public communications, including its February 26, 2024 amended Schedule 13D, its February 12, 2024 demand letter to the Board, and its April 15, 2024 open letter to shareholders, Corvus Peak has articulated three principal objectives: (i) meaningful board refreshment, including the addition of independent directors with relevant media and technology industry experience who are not beholden to the incumbent management team; (ii) a formal independent strategic review of AGMG's business segments, capital allocation, and portfolio composition; and (iii) the implementation of a formal, transparent CEO succession process that is not predetermined in favor of management's preferred candidate.
CEO Succession Context. Marcus Vane, who had served as AGMG's Chief Executive Officer since 2016, resigned effective March 8, 2024, citing "personal and family considerations." Mr. Vane's departure was accompanied by a severance package valued at approximately $14.8 million, consisting of two times his annual base salary of $2.4 million ($4.8 million), two times his target annual bonus of $2.4 million ($4.8 million), and $5.2 million in accelerated equity vesting. The Board designated Priya Nair-Whitfield, who had served as AGMG's Chief Operating Officer, as Interim Chief Executive Officer within hours of Mr. Vane's resignation. A formal CEO search was launched on March 15, 2024, with the retention of Hargrove Tate Partners LLC, an executive search firm.
Corvus Peak publicly criticized the Board's designation of Ms. Nair-Whitfield as Interim CEO in a letter to shareholders dated April 15, 2024, characterizing the appointment as a "predetermined outcome" that "reveals the Board's true intention to install its favored internal candidate without the rigorous, independent search process that shareholders deserve." Corvus Peak has further argued that the Board's conduct reflects a pattern of insular decision-making that prioritizes management entrenchment over shareholder value.
Proxy Solicitors. AGMG has retained Citrine Advisory Group Inc. (lead contact: Sandra Eriksson) as its proxy solicitor. Corvus Peak has retained Falconer Strauss LLC (lead contact: Derek Huang) as its proxy solicitor.
C. AGMG Governance Profile Relevant to Advisory Firm Analysis
The following governance features of AGMG are directly relevant to the analytical frameworks applied by ISS and Tarrant Partners LLC and will be assessed by both advisory firms in connection with their recommendations on the contested election:
Board Classification and Voting Standards. AGMG has a declassified board; all directors are elected annually. The Board was declassified pursuant to a shareholder-approved bylaw amendment at the 2021 AGM. The Company applies a majority voting standard in uncontested director elections. In contested elections — defined as elections in which the number of nominees exceeds the number of seats available — AGMG's Bylaws provide for a plurality voting standard. Because the current contest involves nominees from both the management and dissident slates, the plurality standard is triggered.
Shareholder Rights Plan. AGMG does not have a shareholder rights plan (commonly known as a "poison pill") in effect. On April 10, 2024, the Board considered the adoption of a "shadow pill" — a rights plan that would be prepared and held in reserve for adoption on short notice if circumstances warranted — and, on the advice of Calderwood & Harkness, rejected the proposal. The Board's decision was based on the assessment that adoption of a rights plan, even in "shadow" form, would be perceived negatively by proxy advisory firms and institutional shareholders and would undermine the Board's credibility in the contested election.
Forum Selection. Section 11.1 of AGMG's Amended and Restated Bylaws (effective March 22, 2022) designates the Court of Chancery of the State of Delaware as the exclusive forum for intra-corporate disputes, including claims arising under the Delaware General Corporation Law.
Board Composition. Prior to Mr. Vane's resignation, the Board consisted of 10 voting members: three executive directors (Mr. Vane as CEO, Ms. Nair-Whitfield as COO/Interim CEO, and Garrett Voss as CFO) and seven non-executive directors (including Dame Elspeth Greenvale as Independent Non-Executive Chair). Following Mr. Vane's departure, the Board has 9 seated members and one vacancy. Of the 9 seated members, 2 are executive directors (Ms. Nair-Whitfield and Mr. Voss), and 7 are non-executive directors. Co-founder Hugh Pemberton has served on the Board continuously since AGMG's incorporation in 2009, a tenure of approximately 15 years.
Auditor and Outside Counsel. AGMG's independent auditor is Glenmore & Partners LLP (engagement partner: Keith Redmond), in place since 2019. The Company's standing outside counsel is Ashworth Velmoran LLP (lead partner: Martin Cho), which has served in that capacity since 2015. Corvus Peak has publicly characterized Ashworth Velmoran as "management-aligned" in its filings, a criticism that prompted the Board to engage Calderwood & Harkness LLP as independent governance counsel on March 12, 2024 to advise on matters relating to the contested election and CEO succession.
Insider Ownership. Management and Board insiders collectively hold approximately 3.2% of AGMG's outstanding shares (approximately 13,203,200 shares). Of this total, Mr. Pemberton personally holds approximately 2.1% (approximately 8,664,600 shares), making him the largest individual insider holder.
III. ISS Voting Policy Framework — Applicable Policies
A. ISS Policy on Contested Director Elections (Proxy Fight Framework)
ISS evaluates contested director elections on a case-by-case basis, applying what it describes as a "totality-of-circumstances" approach rather than a mechanical or formulaic checklist. ISS's published policy guidelines acknowledge that every proxy contest presents a unique set of facts and circumstances, and that no single factor is dispositive in determining whether to recommend in favor of a dissident or management slate.
Notwithstanding this flexible approach, ISS's contested election framework is organized around four primary analytical pillars, each of which is assessed independently and then weighed in the aggregate to reach an overall recommendation:
(i) The Case for Change. ISS assesses whether there is a credible basis for shareholder dissatisfaction with the incumbent board's strategic direction, financial performance, corporate governance practices, or responsiveness to shareholder concerns. This analysis encompasses both quantitative measures (e.g., total shareholder return relative to peers, revenue and margin trends, capital allocation efficiency) and qualitative factors (e.g., board culture, succession planning, transparency).
(ii) The Dissident's Proposed Plan and Its Credibility. ISS evaluates whether the activist has articulated a coherent and credible plan for creating shareholder value, and whether the plan is realistic given the company's circumstances. ISS is skeptical of activist campaigns that are long on criticism but short on constructive alternatives, and also scrutinizes activist proposals that appear to prioritize short-term gains at the expense of long-term value creation.
(iii) Quality and Independence of the Dissident Nominees Versus Incumbents. ISS assesses the qualifications, independence, and relevant experience of both the dissident and incumbent nominees. ISS applies heightened scrutiny to dissident nominees who are employees or affiliates of the activist fund, evaluating whether such nominees can be expected to serve the interests of all shareholders rather than the specific interests of the nominating fund.
(iv) Likelihood That the Proposed Changes Will Generate Shareholder Value. ISS considers whether, on balance, the changes sought by the activist — including the election of its nominees — are likely to result in improved governance, strategy, and shareholder value relative to the status quo. This pillar requires ISS to make a forward-looking judgment about the probable impact of the contested election's outcome.
The application of each of these four pillars to the AGMG contested election is discussed below.
B. ISS Case-for-Change Analysis — Expected Assessment of AGMG
Based on our review of ISS's published policy guidelines and its historical analyses in comparable contested election situations, we anticipate the following ISS assessment of the case for change at AGMG:
Financial Performance. AGMG's EBITDA margin of 18.6% for FY 2023 is within the range generally considered acceptable for diversified media conglomerates, and the Company's absolute revenue of $4.37 billion reflects a business of significant scale. However, AGMG's EBITDA margin has declined from approximately 22.1% in FY 2021 and 20.4% in FY 2022, representing a meaningful contraction over a two-year period. More significantly for ISS's purposes, AGMG's total shareholder return ("TSR") has underperformed the S&P 500 Media & Entertainment Sub-Industry Index by approximately 14 percentage points over the trailing one-year period and by approximately 22 percentage points over the trailing three-year period. ISS places substantial weight on relative TSR performance in its case-for-change analysis, and this underperformance is likely to be cited as supporting the case for change.
Strategic Concerns. The abrupt resignation of Marcus Vane, who had served as CEO since 2016, without a publicly disclosed succession plan in place at the time of his departure, raises fundamental questions about the Board's oversight of one of its most critical responsibilities. ISS has repeatedly identified CEO succession planning as a core function of a well-governed board, and the absence of a ready successor at the time of an unexpected departure is typically viewed as a governance shortcoming. Additionally, the terms of Mr. Vane's severance package — totaling approximately $14.8 million, including two times base salary, two times target bonus, and $5.2 million in accelerated equity vesting — may attract scrutiny from ISS as potentially excessive, particularly in the context of a departure characterized as voluntary and for "personal and family considerations." ISS's compensation analysts may question whether the severance arrangements were appropriately calibrated to the circumstances.
CEO Succession Process. The Board's designation of Priya Nair-Whitfield as Interim CEO within hours of Mr. Vane's resignation, before the formal executive search was launched, is likely to be flagged by ISS as suggesting a predetermined outcome. While the Board may defend this decision as a prudent step to ensure continuity of leadership during a period of transition, ISS has historically been skeptical of boards that appear to anoint internal successors without first conducting a robust, independent evaluation of both internal and external candidates. The fact that the formal search process — with the retention of Hargrove Tate Partners — was not initiated until March 15, 2024, a full week after Mr. Vane's resignation and the Nair-Whitfield appointment, may reinforce the perception that the Board had already settled on its preferred candidate and that the formal search was undertaken primarily for appearance.
Board Refreshment. ISS may note that co-founder Hugh Pemberton has served on the AGMG Board since the Company's incorporation in 2009, a tenure of approximately 15 years. ISS's published guidelines express concern about directors with extended tenure, particularly founders and former executives, whose long association with the company may compromise their ability to provide genuinely independent oversight. ISS does not impose a bright-line tenure limit, but it does consider overall board tenure averages and individual tenure outliers as part of its refreshment analysis. The average tenure of AGMG's non-executive directors is approximately 7.3 years, which, while not extreme, is above the median for S&P 500 companies. More significantly, the presence of a 15-year founder-director with a substantial personal shareholding (2.1%) raises questions about whether Mr. Pemberton's interests are fully aligned with those of the broader shareholder base.
C. ISS Assessment of Dissident Nominees — Expected Analysis
ISS will conduct an individualized assessment of each of Corvus Peak's three director nominees, evaluating their qualifications, independence, and likely contribution to the Board if elected:
Malcolm Trask. Mr. Trask's credentials as the former CEO of Archway Digital Holdings Inc. provide him with directly relevant media industry experience at the chief executive level. His tenure at Archway (2014–2021) was characterized by a successful digital transformation strategy and significant margin improvement, which are directly pertinent to the strategic challenges facing AGMG. Mr. Trask has no financial or employment relationship with Corvus Peak, and there are no apparent conflicts of interest that would compromise his independence. We expect ISS to view Mr. Trask as a strong, qualified, independent nominee. Of the three Corvus nominees, Mr. Trask is the most likely to receive a favorable ISS recommendation.
Vanessa Loring. Ms. Loring's status as a Managing Director at Corvus Peak is the single most significant factor in ISS's assessment of her candidacy. ISS policy does not categorically exclude fund-affiliated nominees from favorable consideration; however, ISS applies heightened scrutiny to such nominees and evaluates whether the nominee possesses the independence and governance orientation necessary to serve the interests of all shareholders, not merely the nominating fund. ISS will consider several factors in assessing Ms. Loring, including: (i) her professional qualifications and governance expertise (which are strong, given her prior experience at Tidewater Workers' Pension Fund and her legal background); (ii) the extent to which her fiduciary duties as a director would conflict with her obligations to Corvus Peak as her employer; and (iii) whether Corvus Peak's stated objectives reflect a long-term value creation thesis or a more narrowly focused financial agenda. We expect Ms. Loring to be the most vulnerable nominee on the Corvus slate in ISS's analysis. While her qualifications are not in question, her direct affiliation with Corvus Peak creates a credible basis for ISS to recommend against her election.
Dr. Raymond Chu. Dr. Chu's background as the former President of Helix Media Networks Inc., combined with his advanced technical credentials (Ph.D. in Computer Science from Stanford) and his INSEAD M.B.A., positions him as a well-qualified nominee with relevant industry and technology expertise. Dr. Chu has no financial or employment relationship with Corvus Peak, and his credentials are complementary to the skills currently represented on the AGMG Board. We expect ISS to view Dr. Chu as a strong, qualified, independent nominee who would enhance the Board's technical expertise, particularly as AGMG's Streaming & Digital Content segment continues to grow as the Company's largest business.
Prediction. Based on our analysis, ISS is most likely to recommend the election of at least Malcolm Trask and Dr. Raymond Chu (two of three Corvus nominees). The recommendation regarding Vanessa Loring is less certain; ISS may conclude that her fund affiliation presents an unacceptable risk that she would not exercise independent judgment as a director, or it may determine that her governance expertise and Corvus Peak's credible long-term thesis outweigh the affiliation concern. We believe the former outcome is more probable.
D. ISS Assessment of Incumbent Directors at Risk
ISS will also assess the three incumbent directors whose seats are being contested:
Tobias Kessler (Age 63). Mr. Kessler is a retired Managing Partner of Kessler Marsh Advisory LLP, a management consulting firm, and currently serves as Chair of the Special Committee established by the Board on March 18, 2024 to oversee the CEO succession process. Mr. Kessler's credentials are solid, and his role as Special Committee Chair demonstrates that the Board has invested him with significant responsibility during this period of transition. However, ISS may note that the Special Committee was formed on March 18, 2024 — ten days after Mr. Vane's resignation and approximately three weeks after Corvus Peak announced its intention to nominate directors — which could be characterized as a reactive measure adopted in response to activist pressure rather than an independent governance initiative. ISS may view Mr. Kessler favorably as an individual director but may nonetheless conclude that the case for change supports replacing some incumbents to achieve board refreshment.
Hugh Pemberton (Age 71). Mr. Pemberton is the most vulnerable incumbent director under ISS's analytical framework. His 15-year tenure as a co-founder, combined with his substantial personal shareholding of 2.1% (8,664,600 shares), will raise significant independence and refreshment concerns. ISS generally views founder-directors with extended tenure as less likely to provide rigorous, independent oversight of management, particularly when the founder maintains a meaningful economic interest in the company. Mr. Pemberton's continued presence on the Board may be characterized by ISS as emblematic of the Board's failure to adequately refresh its membership. We believe ISS is highly likely to recommend against Mr. Pemberton's re-election.
Sofia Delgado-Ríos (Age 52). Ms. Delgado-Ríos is a media industry consultant with relevant sector expertise and no obvious negative factors that would individually warrant a recommendation against her re-election. However, in the context of a contested election in which ISS concludes that the case for change supports board refreshment, Ms. Delgado-Ríos may be viewed as part of an insufficiently refreshed incumbent board. Her individual profile is not as vulnerable as Mr. Pemberton's, but she may be swept into an adverse recommendation if ISS concludes that the case for change is sufficiently strong to warrant the election of two or more dissident nominees.
Prediction. Mr. Pemberton is the most vulnerable incumbent and is very likely to receive an adverse recommendation from ISS. Mr. Kessler and Ms. Delgado-Ríos have somewhat stronger individual cases for retention, but their continued incumbency may be disfavored if ISS determines that meaningful board refreshment requires the election of multiple dissident nominees.
E. ISS Policy on Board Refreshment and Director Independence
ISS's published voting guidelines address several governance factors that bear on the board refreshment analysis:
Overboarded Directors. ISS maintains policies regarding "overboarded" directors — directors who sit on an excessive number of public company boards, potentially compromising their ability to devote adequate time and attention to each board. Based on our review, none of the incumbent directors or Corvus Peak nominees currently triggers ISS's overboarding thresholds. This factor is not expected to be material in the AGMG analysis.
Director Tenure. ISS does not impose a rigid maximum tenure for directors, but its policies reflect a general concern that excessively long-tenured directors may lack the independence and fresh perspective necessary for effective board oversight. ISS typically flags individual directors with tenure exceeding 12–15 years as warranting additional scrutiny. As noted above, Mr. Pemberton's 15-year tenure places him squarely within this zone of concern. ISS also considers average board tenure as a holistic metric; AGMG's average non-executive director tenure of approximately 7.3 years is not, in isolation, problematic, but the presence of a significant outlier in Mr. Pemberton may draw attention to the tenure distribution.
Board Diversity. ISS has increasingly emphasized board diversity — including gender, ethnic, and professional diversity — as a governance best practice. AGMG's Board includes several female directors, including Dame Elspeth Greenvale (Chair) and Sofia Delgado-Ríos, which may be viewed positively. However, ISS may also consider whether the Corvus Peak nominees would enhance the Board's overall diversity and skills profile.
Independence Classifications. ISS applies its own independence criteria, which may differ from those applied by the applicable stock exchanges (NYSE and LSE). Under ISS's framework, directors who are founders, former executives, or who have maintained long-standing advisory or business relationships with the company may be classified as non-independent, even if they satisfy the formal independence standards of the applicable exchange listing rules. Mr. Pemberton's co-founder status and his 15-year tenure create a substantial risk that ISS will classify him as non-independent under its own framework, irrespective of his formal classification by the Company.
F. ISS Policy on CEO Succession
ISS views robust CEO succession planning as a fundamental board responsibility and a hallmark of effective corporate governance. ISS's published guidelines emphasize that well-governed boards should maintain both a long-term succession plan (identifying and developing potential successors for the CEO position over time) and an emergency or contingency succession plan (ensuring that a qualified interim leader can assume the CEO role on short notice in the event of an unexpected departure, illness, or incapacitation).
ISS has historically recommended against incumbent directors where the board failed to have a viable succession plan at the time of a CEO departure, particularly where the departure was unexpected or where the board's response appeared improvised. In such cases, ISS has characterized the failure to plan for succession as evidence of inadequate board oversight and has used the contested election as an opportunity to hold directors accountable.
The circumstances of Marcus Vane's departure from AGMG present a problematic fact pattern under ISS's succession planning framework. Mr. Vane's resignation was described publicly as being for "personal and family considerations," suggesting that it was not precipitated by a long-planned transition or a planned retirement. The fact that the Board designated Ms. Nair-Whitfield as Interim CEO within hours of the resignation, yet did not initiate the formal search process until approximately one week later, creates an optics problem: it suggests either (a) that the Board had a contingency plan that resulted in the Nair-Whitfield appointment but chose not to disclose it publicly in advance, raising transparency questions; or (b) that the Board made the Interim CEO decision on an ad hoc basis, raising preparedness questions. Neither characterization is favorable under ISS's framework.
We expect ISS to weigh the CEO succession issue as a significant factor supporting the case for change.
G. ISS Policy on Shareholder Rights Plans (Poison Pills)
ISS maintains a strong, well-established opposition to shareholder rights plans that are adopted unilaterally by boards of directors without prior shareholder approval. This opposition is particularly acute in the context of contested elections and activist campaigns, where the adoption of a rights plan may be viewed as an entrenchment device designed to impede the exercise of shareholder voting rights.
AGMG does not have a shareholder rights plan in effect, which is a governance positive that will be noted by ISS. The Board's consideration and rejection of a "shadow pill" on April 10, 2024 is consistent with ISS's policy expectations and, if appropriately disclosed, should be viewed favorably by ISS as evidence that the Board exercised restraint and prioritized shareholder interests over defensive considerations. We recommend that the Board consider whether to affirmatively disclose its rejection of the shadow pill in its supplemental proxy materials, as this disclosure could serve as a meaningful data point in ISS's governance assessment.
H. Predicted ISS Recommendation
Based on our analysis of ISS's published voting policies and our assessment of their likely application to the AGMG contested election, we predict the following range of outcomes:
The most likely outcome, in our assessment, is that ISS recommends the election of two of the three Corvus Peak nominees — specifically, Malcolm Trask and Dr. Raymond Chu — while recommending against Vanessa Loring due to her direct employment affiliation with Corvus Peak. This would represent a balanced recommendation in which ISS acknowledges the legitimate case for board refreshment while expressing reservations about placing a fund employee on the Board.
The alternative scenario in which ISS recommends all three Corvus nominees is not implausible and carries a meaningful probability (approximately 30%). This outcome would reflect a determination by ISS that the governance deficiencies at AGMG — particularly the CEO succession failure and the board refreshment concerns — are sufficiently severe to warrant the election of the full dissident slate, notwithstanding Loring's fund affiliation. ISS has, in past contested elections, recommended full dissident slates where the case for change was compelling, and the AGMG fact pattern provides a credible basis for such a conclusion.
The scenario in which ISS recommends one or no Corvus nominees is, in our assessment, the least likely outcome (approximately 10% probability). This would require ISS to conclude either that the case for change is insufficiently supported by the facts or that the incumbent board's governance response has been adequate to address shareholder concerns — neither of which, in our view, is the most likely ISS conclusion.
IV. Tarrant Partners LLC Voting Policy Framework — Applicable Policies
A. Tarrant Partners LLC Policy on Contested Elections
Tarrant Partners LLC's analytical framework for contested director elections shares certain structural similarities with ISS's approach but differs in emphasis and orientation in ways that are material to the AGMG contested election. Like ISS, Tarrant Partners LLC evaluates contested elections on a case-by-case basis, considering the totality of circumstances rather than applying a rigid formula. However, Tarrant Partners LLC tends to apply a more governance-centric analytical lens than ISS, with particular focus on board structure, director independence, board accountability, and responsiveness to shareholder concerns.
Tarrant Partners LLC's contested election framework emphasizes several factors that are particularly relevant to the AGMG situation:
(i) Governance quality and board accountability. Tarrant Partners LLC places significant weight on whether the incumbent board has maintained governance practices consistent with best-practice standards, including effective succession planning, appropriate board refreshment, and meaningful responsiveness to shareholder concerns.
(ii) Board composition and independence. Tarrant Partners LLC scrutinizes the composition of the incumbent board, including the independence of individual directors, the average and distribution of director tenure, and the degree to which the board has been refreshed through the regular addition of new, independent members.
(iii) Shareholder responsiveness. Tarrant Partners LLC evaluates whether the incumbent board has demonstrated genuine responsiveness to concerns raised by significant shareholders, including activist investors. A board that is perceived as dismissive or slow to respond to legitimate governance concerns is more likely to receive an adverse Tarrant Partners LLC recommendation.
(iv) Credibility of the dissident's thesis. Tarrant Partners LLC assesses whether the activist has articulated a credible, well-supported thesis for change, and whether the proposed remedies (including the election of dissident nominees) are proportionate to the identified concerns.
Historically, Tarrant Partners LLC has been more willing than ISS to recommend full dissident slates in contested elections where governance concerns are significant and well-documented. While ISS tends to adopt a more centrist posture — frequently recommending a partial dissident slate as a compromise between competing positions — Tarrant Partners LLC is more inclined to render a decisive recommendation in favor of one side or the other. This tendency is particularly pronounced in cases where Tarrant Partners LLC identifies systemic governance deficiencies rather than isolated shortcomings.
B. Tarrant Partners LLC Governance Scoring — Expected Assessment of AGMG
Tarrant Partners LLC employs a proprietary governance scoring methodology that assesses companies across multiple dimensions, including board composition, compensation practices, audit oversight, shareholder rights, and related-party transactions. The governance score serves as an important input into Tarrant Partners LLC's overall recommendation, and companies with lower governance scores are more likely to receive adverse recommendations in contested elections.
Factors Likely to Negatively Impact AGMG's Governance Score. We have identified several factors that are likely to result in a lower governance score for AGMG under Tarrant Partners LLC's methodology:
• Hugh Pemberton's tenure and founder status. Mr. Pemberton's 15-year tenure and his status as a co-founder of AGMG will be viewed as a significant negative factor by Tarrant Partners LLC. Tarrant Partners LLC's published guidelines express skepticism toward directors with tenure exceeding 10–12 years, and this skepticism is heightened when the long-tenured director is a founder or former executive whose historical ties to the company may compromise independent judgment.
• Lack of a pre-existing CEO succession plan. As discussed in Section III.F above, the absence of a publicly disclosed succession plan at the time of Marcus Vane's departure is likely to be characterized as a governance failure. Tarrant Partners LLC treats CEO succession planning as a core board competency, and the Board's apparent lack of preparedness will weigh heavily in Tarrant Partners LLC's governance scoring.
• The Interim CEO designation perceived as a predetermined outcome. Corvus Peak's characterization of the Nair-Whitfield appointment as a "predetermined outcome" is likely to resonate with Tarrant Partners LLC's governance analysts, who are attentive to the integrity and independence of board processes. Even if the Board acted in good faith, the optics of the situation are unfavorable.
• The standing outside counsel relationship and activist criticism. The Board's long-standing relationship with Ashworth Velmoran LLP (since 2015), combined with Corvus Peak's public characterization of Ashworth Velmoran as "management-aligned," may be viewed by Tarrant Partners LLC as indicative of a board that is insufficiently independent from management. While the Board's subsequent engagement of Calderwood & Harkness as independent governance counsel mitigates this concern to some degree, Tarrant Partners LLC may note that the Board did not take this step until March 12, 2024 — well after the activist campaign was publicly announced.
• Board size and executive director representation. With 9 seated directors (following Mr. Vane's departure) and 2 executive directors (Ms. Nair-Whitfield and Mr. Voss), approximately 22% of the current Board consists of executive directors. While this ratio is not extraordinary by global standards, Tarrant Partners LLC generally prefers boards with a higher proportion of independent non-executive directors, particularly for companies of AGMG's size and complexity.
Factors Likely to Positively Impact AGMG's Governance Score. Notwithstanding the foregoing negative factors, several aspects of AGMG's governance profile are likely to be viewed favorably by Tarrant Partners LLC:
• Declassified board. The Board's declassification in 2021, approved by shareholders, demonstrates governance responsiveness and is consistent with Tarrant Partners LLC's strong preference for annual director elections.
• Majority voting standard for uncontested elections. AGMG's adoption of a majority voting standard (as opposed to plurality voting) for uncontested elections reflects a shareholder-friendly governance practice.
• No shareholder rights plan in effect. The absence of a poison pill is a significant governance positive and aligns with Tarrant Partners LLC's well-established opposition to such plans.
• Independent Non-Executive Chair. The separation of the Chair and CEO roles, with Dame Elspeth Greenvale serving as Independent Non-Executive Chair, is consistent with Tarrant Partners LLC's governance best practices and will be viewed favorably.
• Engagement of independent governance counsel and executive search firm. The Board's retention of Calderwood & Harkness LLP as independent governance counsel (separate from standing counsel Ashworth Velmoran) and of Hargrove Tate Partners LLC as an independent executive search firm demonstrates a commitment to process integrity that Tarrant Partners LLC is likely to acknowledge.
On balance, we expect Tarrant Partners LLC's governance scoring to result in a mixed-to-negative overall assessment of AGMG. The negative factors — particularly the succession planning failure, Mr. Pemberton's tenure, and the perception of a predetermined Interim CEO appointment — are likely to outweigh the positive factors in Tarrant Partners LLC's analysis.
C. Tarrant Partners LLC Assessment of Dissident Nominees
Tarrant Partners LLC's assessment of individual director nominees in contested elections generally mirrors the ISS approach but with certain methodological differences that may produce different outcomes.
Independence Criteria. Tarrant Partners LLC applies its own independence criteria, which in some respects are more rigorous than those applied by ISS but in other respects may be more tolerant of activist-affiliated nominees. Specifically, Tarrant Partners LLC has been somewhat more lenient than ISS regarding fund-affiliated nominees, provided that the nominating fund has demonstrated a credible, long-term value creation thesis and that the nominee possesses genuine governance expertise. Tarrant Partners LLC has recognized that fund-affiliated nominees can bring valuable perspectives to a board, including a shareholder-oriented mindset and expertise in corporate governance and capital allocation.
Application to Vanessa Loring. Ms. Loring's affiliation with Corvus Peak will be scrutinized by Tarrant Partners LLC, but we believe Tarrant Partners LLC is less likely than ISS to recommend against her solely on the basis of this affiliation. Tarrant Partners LLC may consider several mitigating factors: (i) Ms. Loring's prior experience at Tidewater Workers' Pension Fund, where she served as a corporate governance analyst, demonstrates a governance-oriented professional background that extends beyond her current role at Corvus Peak; (ii) Corvus Peak's stated objectives — board refreshment, an independent strategic review, and a transparent CEO succession process — reflect long-term governance improvements rather than short-term financial engineering; and (iii) Corvus Peak's 8.7% stake, with an average cost basis of $20.97 per share and a total investment of approximately $752.8 million, suggests a meaningful long-term commitment to the Company rather than a short-duration trading position.
Assessment of All Three Nominees. All three Corvus Peak nominees have relevant media and technology sector experience: Mr. Trask as a former CEO of a digital media company, Ms. Loring as a governance specialist with deep knowledge of the media sector, and Dr. Chu as a former president of a media technology company. Tarrant Partners LLC is likely to view the Corvus slate as a well-constructed group of nominees whose collective expertise would enhance the Board's capabilities in areas where the current Board has identifiable gaps.
Prediction. Tarrant Partners LLC is more likely than ISS to recommend all three Corvus Peak nominees. The combination of a credible case for change, well-qualified nominees (including a nominee with genuine governance expertise despite her fund affiliation), and systemic governance concerns at AGMG provides a strong foundation for a full-slate recommendation.
D. Tarrant Partners LLC Assessment of Incumbent Directors at Risk
Tarrant Partners LLC's assessment of the incumbent directors at risk will emphasize many of the same factors identified in the ISS analysis but with heightened sensitivity to tenure and board refreshment.
Hugh Pemberton. Mr. Pemberton's 15-year tenure is virtually certain to be singled out by Tarrant Partners LLC as excessive. Tarrant Partners LLC's published guidelines suggest pronounced skepticism toward directors whose tenure exceeds 10–12 years, and this skepticism is intensified when the long-tenured director is a co-founder with significant personal economic interests in the company. Tarrant Partners LLC may characterize Mr. Pemberton's continued presence on the Board as symptomatic of an insular board culture that has failed to prioritize independent oversight and refreshment. We consider it highly likely that Tarrant Partners LLC will recommend against Mr. Pemberton's re-election.
Tobias Kessler and Sofia Delgado-Ríos. Tarrant Partners LLC's assessment of Mr. Kessler and Ms. Delgado-Ríos will be influenced by whether it concludes that the case for change warrants the election of the full dissident slate or only a partial slate. If Tarrant Partners LLC determines that systemic governance failures at AGMG — including the succession planning deficiency and the board refreshment shortcomings — are best addressed by the election of all three Corvus nominees, then Mr. Kessler and Ms. Delgado-Ríos may receive adverse recommendations even though their individual profiles are not particularly problematic.
Tarrant Partners LLC may also focus on whether the incumbent directors have demonstrated adequate responsiveness to shareholder concerns raised by Corvus Peak. The February 12, 2024 demand letter from Corvus Peak identified specific governance concerns, including board refreshment and CEO succession. The Board's public response to these concerns was not issued until several weeks later, which Tarrant Partners LLC may characterize as insufficiently timely and responsive. Mr. Kessler's formation of the Special Committee on March 18, 2024 may be viewed by Tarrant Partners LLC as a welcome step but one that was taken reactively rather than proactively.
E. Tarrant Partners LLC Policy on CEO Succession Planning
Tarrant Partners LLC treats CEO succession planning as a core board competency and one of the most important governance practices that a well-functioning board should maintain. Tarrant Partners LLC's published guidelines emphasize that boards should have both a long-term succession plan and a contingency plan in place at all times, and that the failure to maintain such plans represents a significant governance deficiency.
A board's failure to have a contingency succession plan ready at the time of a sudden CEO departure is typically treated by Tarrant Partners LLC as a governance failure that warrants accountability at the board level. Tarrant Partners LLC has historically recommended against incumbent directors in situations where the board's response to a CEO departure appeared improvised or where the board appeared to have anointed a successor without a transparent, independent selection process.
The dual facts of Marcus Vane's abrupt departure and the Board's immediate appointment of Ms. Nair-Whitfield as Interim CEO without a disclosed, pre-existing contingency plan will likely be characterized unfavorably by Tarrant Partners LLC. The subsequent retention of Hargrove Tate Partners for a formal search will be acknowledged but is unlikely to fully mitigate the negative impression created by the initial sequence of events. Tarrant Partners LLC may conclude that the Board's conduct reflects a pattern of reactive governance rather than proactive planning, and that the election of new directors with fresh perspectives is warranted to improve the Board's governance practices going forward.
F. Predicted Tarrant Partners LLC Recommendation
Based on our analysis of Tarrant Partners LLC's published voting policies and historical tendencies, we predict the following range of outcomes:
The most likely outcome, in our assessment, is that Tarrant Partners LLC recommends the election of all three Corvus Peak nominees. This reflects Tarrant Partners LLC's historical tendency to support full activist slates in contested elections where governance concerns are well-documented, the case for change is credible, and the dissident nominees are qualified. The AGMG fact pattern — encompassing CEO succession failures, board refreshment deficiencies, and insufficient responsiveness to shareholder concerns — provides a strong foundation for a full-slate recommendation. Additionally, Tarrant Partners LLC's relatively more tolerant posture toward fund-affiliated nominees makes it less likely than ISS to recommend against Vanessa Loring solely on the basis of her Corvus Peak affiliation.
The alternative scenario in which Tarrant Partners LLC recommends two of three Corvus nominees (omitting Ms. Loring) carries a meaningful probability (approximately 30%) and would be consistent with a conclusion that the case for change supports board refreshment but that fund-affiliated nominees warrant closer scrutiny. However, given Tarrant Partners LLC's historical pattern of decisive recommendations and its generally more activist-friendly posture, we believe the full-slate recommendation is more probable.
The scenario in which Tarrant Partners LLC recommends one or no Corvus nominees is, in our assessment, extremely unlikely (approximately 5% probability) and would require a significant departure from Tarrant Partners LLC's established analytical tendencies.
V. Impact of Advisory Firm Recommendations on Shareholder Voting — Analysis by Shareholder Segment
A. Institutional Shareholder Voting Tendencies and Advisory Firm Influence
The recommendations issued by ISS and Tarrant Partners LLC carry significant influence over the voting behavior of institutional shareholders, particularly index funds, pension funds, and asset managers that rely on advisory firm guidance to inform their voting decisions on a high volume of proxy proposals. While most large institutional shareholders maintain that they exercise independent judgment on voting matters, empirical evidence consistently demonstrates that ISS and Tarrant Partners LLC recommendations are strongly correlated with actual voting outcomes.
As a general estimate, based on academic research and industry data, ISS recommendations influence approximately 15–25% of the shares voted at any given company's annual meeting. The influence of Tarrant Partners LLC is somewhat more modest, estimated at approximately 5–10% of shares voted. The combined influence of both firms is not simply additive, as some shareholders follow both firms' recommendations and some rely primarily on one. However, the combined effect can be decisive in close contests, and an adverse recommendation from both ISS and Tarrant Partners LLC creates a very challenging environment for the side disfavored by both firms.
It is important to note that the influence of advisory firm recommendations varies significantly across different categories of institutional shareholders. Passive index funds, which hold shares as a function of index composition and have limited resources for independent governance analysis, tend to rely most heavily on ISS and Tarrant Partners LLC recommendations. Actively managed funds with dedicated governance teams are more likely to conduct independent analysis but may still use advisory firm recommendations as a reference point. Public pension funds vary in their reliance on advisory firms; some follow ISS recommendations as a default, while others maintain independent voting guidelines.
B. Key AGMG Shareholders and Expected Voting Behavior
Based on our analysis of AGMG's shareholder register and our knowledge of the voting tendencies of key institutional holders, we set forth below our assessment of the expected voting behavior of the Company's most significant shareholders:
Corvus Peak Capital Partners LP (8.7%, 35,896,200 shares). Corvus Peak will vote for its own slate of nominees (Trask, Loring, and Chu) and against the management nominees (Kessler, Pemberton, and Delgado-Ríos). Corvus Peak's voting behavior is not influenced by advisory firm recommendations; its shares represent a committed base of support for the dissident slate.
Thorne Capital Management LP (6.3%, 25,993,800 shares). Thorne Capital is a Boston-based passive long-only fund managed by Portfolio Manager Oliver Thorne. Based on our review of Thorne Capital's historical voting patterns, this fund typically follows ISS recommendations in contested elections. If ISS recommends two Corvus nominees, Thorne Capital is likely to follow that recommendation, voting for Trask and Chu while voting for the management nominees in the remaining seats. If ISS recommends all three Corvus nominees, Thorne Capital is likely to vote for the full Corvus slate. There is a meaningful possibility that Thorne Capital may split its ticket based on ISS's recommendations, which could affect the vote totals for individual nominees differently.
Ridgeway Asset Management Ltd. (5.1%, 21,042,600 shares). Ridgeway is a London-based traditional asset manager with an established governance team led by Head of Governance Fiona Ashcroft. UK-based institutional investors tend to maintain more independent governance teams than their US counterparts and are less mechanistically reliant on ISS or Tarrant Partners LLC recommendations. Ridgeway may conduct its own analysis and reach its own conclusions, though it is likely to consider the advisory firm recommendations as inputs into its decision-making process. Given Ridgeway's governance-oriented approach, the firm may be particularly sensitive to the board refreshment and CEO succession issues that both ISS and Tarrant Partners LLC are likely to flag. We assess Ridgeway as a potential "swing voter" that could be influenced by targeted engagement from either the management or dissident side.
Windermere Pension Trust (4.4%, 18,154,400 shares). Windermere is a US public pension fund with Chief Investment Officer Bernard Napier. As of the date of this memorandum, Windermere has not publicly disclosed its voting intentions. However, we understand from Citrine Advisory Group that Corvus Peak has engaged in direct dialogue with Windermere, and there is reason to believe that Windermere may be sympathetic to Corvus Peak's governance arguments. Public pension funds frequently follow ISS recommendations, but Windermere may have already formed a preliminary view based on its own engagement with the parties. We assess Windermere as a potential swing voter that may be predisposed toward the Corvus slate but whose final vote may be influenced by the advisory firm recommendations and by direct engagement from the management side.
Management & Board Insiders (3.2%, 13,203,200 shares). Management and Board insiders, including Mr. Pemberton (2.1%, 8,664,600 shares), will vote for the management slate. This represents a committed base of support for the incumbents, but the 3.2% combined insider stake is insufficient to determine the outcome in a closely contested election.
Remaining Institutional and Retail Shareholders. The balance of AGMG's shareholder base consists of a mix of institutional holders (including additional index funds, mutual funds, hedge funds, and asset managers) and retail shareholders. A significant proportion of institutional ownership is held by passive index funds (estimated at 25–35% of total shares outstanding), which are expected to follow ISS recommendations as a default. Retail shareholders, who are less likely to vote their shares in a contested election, may be somewhat more sympathetic to the management slate due to familiarity and default voting patterns, but retail participation in proxy contests is typically low.
C. Vote Projection Scenarios Based on Advisory Firm Outcomes
Building on the shareholder base analysis set forth above and the vote projection methodology detailed in our May 1, 2024 memorandum, we present four vote projection scenarios based on the range of possible advisory firm outcomes:
Scenario 1 — ISS Recommends 2 of 3 Corvus Nominees; Tarrant Partners LLC Recommends All 3.
This is, in our assessment, the most likely advisory firm outcome. Under this scenario, the projected vote results would be as follows:
Under this scenario, all three Corvus nominees are likely to receive majority support, although Ms. Loring's margin may be narrower than those of Mr. Trask and Dr. Chu due to the absence of an ISS endorsement. The three incumbent directors would receive support that is insufficient under the plurality standard to re

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