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PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

This memorandum is a privileged and confidential attorney-client communication prepared by Calderwood & Harkness LLP for the exclusive use of its client, the Board of Directors of Aurelius Global Media Group PLC. This memorandum is protected by the attorney-client privilege and the work product doctrine. Any disclosure, copying, distribution, or use of this memorandum or the information contained herein by any person other than the intended recipients is strictly prohibited.

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

MEMORANDUM

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I. Introduction and Purpose

This memorandum is prepared in connection with the termination of Calderwood & Harkness LLP's ("C&H" or the "Firm") engagement as independent governance counsel to the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company"). The engagement was opened on March 12, 2024, pursuant to the engagement letter of the same date executed by the Firm and the Company, acting through Nadine Khalil, General Counsel & Corporate Secretary, at the direction of the then-constituted Board. Notice of termination of the engagement was delivered to the Firm on June 21, 2024, with an effective termination date of July 8, 2024.

This memorandum is delivered as part of the final work product package transmitted to the Board concurrently herewith. The complete final work product package consists of the following four deliverables, each dated July 1, 2024:

1. This Status Memorandum — Open and Unresolved Issues at Termination;

2. The Transition Memorandum (Summary of Engagement Work Product);

3. The Privilege Log (Materials Withheld from § 220 Production); and

4. The Index of Work Product Delivered to Client.

The purpose of this memorandum is to identify and describe, with sufficient specificity and context, all pending matters, unresolved issues, and open obligations that have arisen during or in connection with the engagement and that require the continued attention of the Board, the General Counsel, and successor counsel. Based on the Company's public filings and communications received by this Firm, the reconstituted Board has indicated that Blackthorn Howell & Crane LLP ("BHC"), led by Dominic Sayer, will serve as successor governance counsel. As discussed in greater detail in Section IX below, C&H notes certain observations regarding the selection of BHC that the Board may wish to consider.

This memorandum reflects the status of each matter described herein as of the date hereof, July 1, 2024. The Board and successor counsel should be aware that circumstances may have changed, or may change, between this date and the date on which successor counsel is formally engaged and assumes responsibility for these matters. Accordingly, C&H makes no representations or warranties regarding the continued accuracy or completeness of the information set forth herein after the date of this memorandum.

Unless otherwise specified, all matters discussed in this memorandum are governed by the Delaware General Corporation Law (the "DGCL"). AGMG is a corporation organized and existing under the laws of the State of Delaware, with its Certificate of Incorporation originally filed on September 14, 2009 (Delaware File Number 4827193; Employer Identification Number 26-4831097). The Company is registered as an overseas company in England and Wales under the Companies Act 2006. AGMG's ordinary shares are listed on the New York Stock Exchange under the ticker symbol "AGMG" and on the London Stock Exchange Main Market premium segment under the ticker symbol "AGMG.L." The Company's registered office in the United Kingdom is located at 14 Sceptre Row, London EC2V 7QN, and its registered agent in Delaware is Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801.

II. Summary of Open Issues

For the convenience of the Board and successor counsel, the principal categories of unresolved matters identified in this memorandum are summarized below. Each is addressed in detail in the sections that follow.

1. DGCL § 220 Books-and-Records Demand — Response Status and Potential Litigation (Section III): The books-and-records demand served by Corvus Peak Capital Partners LP on March 22, 2024 remains formally outstanding. Although a partial production of non-privileged corporate records has been made, Corvus Peak has not accepted the production as complete. No litigation has been filed in the Court of Chancery as of the date hereof, but Corvus Peak has reserved its rights to seek judicial enforcement.

2. D&O Insurance Tail Coverage for Departing Directors (Section IV): Three directors (Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos) were not re-elected at the June 7, 2024 Annual General Meeting. The availability, terms, and pricing of tail coverage under the Company's existing D&O policy with Helmsley Indemnity Corp. have not yet been confirmed, and the Company's indemnification obligations to the departing directors require attention.

3. Hargrove Tate Partners LLC — Contract Status and Remaining Fee Obligations (Section V): The CEO search engagement with Hargrove Tate Partners LLC has not been formally terminated, notwithstanding the Board's June 14, 2024 resolution tabling the CEO succession process. Remaining fee obligations of up to $500,000, plus expenses and potential termination or tail fees, are unresolved.

4. Stonebridge Crane & Co. — Engagement Status and Tail Fee Exposure (Section VI): The strategic alternatives advisory engagement with Stonebridge Crane & Co. has not been formally terminated. Monthly retainer fees of $250,000 may continue to accrue, and the engagement's 12-month tail provision creates a material contingent liability estimated at approximately $21.6 million in the event a change-of-control transaction is consummated within the tail period.

5. FCA/DTR Disclosure Obligations — Continuing Compliance Requirements (Section VII): As a dual-listed company with shares admitted to trading on the London Stock Exchange Main Market, AGMG is subject to the FCA's Disclosure Guidance and Transparency Rules. The board reconstitution, changes in director shareholdings, and the Corvus Peak stake increase may trigger notification obligations under DTR 3 and DTR 5 that require ongoing monitoring and compliance.

In addition to these five principal categories, several secondary and ancillary open matters are addressed in Section VIII, including the coordination protocol with Ashworth Velmoran LLP (the Company's standing outside counsel), preservation of CEO succession process integrity, the compensation benchmarking engagement with Brackenridge Howard Associates Inc., post-departure matters relating to former CEO Marcus Vane, the wind-down of the Citrine Advisory Group Inc. proxy solicitation engagement, and transfer agent coordination with Atlas Shareholder Services Inc.

III. Issue 1: DGCL § 220 Books-and-Records Demand — Response Status and Potential Litigation

A. Background

On March 22, 2024, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership with its principal place of business at 590 Lexington Avenue, 34th Floor, New York, New York 10022 (Employer Identification Number 83-2196504), served a formal demand for inspection of books and records pursuant to Section 220 of the DGCL on AGMG. The demand was served through Corvus Peak's counsel, Blackthorn Howell & Crane LLP ("BHC"), with Dominic Sayer as Lead Partner and Kathleen Bryce as Lead Associate, at BHC's offices located at 1301 Avenue of the Americas, New York, New York 10019.

The demand sought production of a broad range of documents and records related to the Company's CEO search process, which had been initiated following the resignation of Marcus Vane as Chief Executive Officer on March 8, 2024. Specifically, the demand sought the following categories of materials:

(a) All minutes, agendas, and materials from meetings of the Special Committee of the Board established on March 18, 2024 to oversee the CEO succession process;

(b) All correspondence, communications, presentations, and related materials exchanged between AGMG and Hargrove Tate Partners LLC, the executive search firm retained by the Nominating & Governance Committee on March 15, 2024;

(c) All candidate evaluation matrices, scoring rubrics, assessment templates, and related analytical tools used in connection with the CEO search;

(d) All interview notes, candidate assessments, reference check memoranda, and related materials generated in connection with the evaluation of CEO candidates; and

(e) All board and committee communications, including email correspondence and informal communications among directors, relating to the CEO search process and the selection criteria for a permanent CEO.

At the time the demand was served, Corvus Peak held approximately 8.7% of AGMG's outstanding common shares, representing approximately 35,896,200 of the Company's 412,600,000 shares then outstanding. Corvus Peak had increased its stake from approximately 6.1% (approximately 25,168,600 shares) as disclosed in its amended Schedule 13D filed with the Securities and Exchange Commission on February 26, 2024. The stated purpose of the demand, as set forth in BHC's accompanying demand letter, was to investigate potential mismanagement of the CEO search process and to evaluate whether the Board was fulfilling its fiduciary duties in connection with the selection of a permanent CEO for the Company.

B. Calderwood & Harkness's Work to Date

Calderwood & Harkness undertook a comprehensive analysis of the § 220 demand and prepared the Company's formal response. The principal work product generated by the Firm in connection with this matter includes the following:

(i) March 26, 2024 Memorandum to the Board — C&H prepared a detailed memorandum analyzing the legal sufficiency and scope of the § 220 demand. The memorandum addressed the proper purpose requirement under § 220(b), analyzing whether Corvus Peak's stated purpose — investigation of potential mismanagement of the CEO search — satisfied the "credible basis" standard articulated in Seinfeld v. Harborview Holdings, Inc., 909 A.2d 117 (Del. 2006), and KT4 Partners LLC v. Crowne Albany & Co., 203 A.3d 738 (Del. 2019). The memorandum further analyzed the appropriate scope of production, including the distinction between "necessary and essential" documents (to which the stockholder is entitled) and overly broad or burdensome requests, and addressed privilege implications, including the applicability of the attorney-client privilege, the work product doctrine, and the Garner v. Wolfinbarger, 430 F.2d 1093 (5th Cir. 1970), fiduciary exception.

(ii) April 2, 2024 Formal Response Letter — Nathaniel Bower, as lead engagement partner, transmitted a formal response letter to Dominic Sayer at BHC on behalf of AGMG. The letter objected to the scope of the demand on multiple grounds, including attorney-client privilege and work product doctrine protections applicable to CEO search materials, the deliberative process privilege applicable to Special Committee deliberations, and the overbreadth of the demand with respect to categories of documents not "necessary and essential" to Corvus Peak's stated purpose. The letter offered a narrowed production consisting of non-privileged corporate records, including certain board and committee meeting minutes (redacted to remove privileged content), the Hargrove Tate engagement letter (subject to confidential treatment), and certain non-privileged financial records, while excluding privileged CEO search materials, candidate evaluations, attorney-client communications, and work product materials.

(iii) April 4, 2024 Privilege Log Protocol Email — Colette Whitman transmitted an email to Nadine Khalil providing detailed instructions for the preparation of the privilege log in connection with the § 220 demand. The protocol established procedures for document identification, privilege categorization, log entry format, and quality control review, consistent with the standards set forth in Espinoza v. Hewlett-Packard Co., 2011 WL 941464 (Del. Ch. Mar. 7, 2011), and the Court of Chancery's expectations for privilege logs in § 220 proceedings.

(iv) July 1, 2024 Privilege Log — The final Privilege Log, dated July 1, 2024 and delivered concurrently herewith as a separate component of the final work product package, lists all documents withheld from the § 220 production on privilege grounds. The log contains, for each withheld document, a description of the document, the date of the document, the author, all recipients, and the specific privilege basis asserted (attorney-client privilege, work product doctrine, or both). The log encompasses a total of 147 withheld documents and communications.

C. Current Status (as of July 1, 2024)

AGMG provided a partial production of non-privileged corporate records to Corvus Peak in accordance with the narrowed offer set forth in C&H's April 2, 2024 formal response letter. The production was transmitted to BHC electronically on April 19, 2024 and consisted of approximately 342 pages of documents, including certain board and committee meeting minutes, the Hargrove Tate engagement letter, and selected non-privileged financial records.

As of the date hereof, Corvus Peak, through BHC, has not formally accepted this production as satisfying the § 220 demand in full. BHC acknowledged receipt of the production by email dated April 22, 2024, but expressly reserved Corvus Peak's rights to seek production of additional documents, including the privileged materials withheld from the production, and to seek judicial enforcement of the demand in the Court of Chancery of the State of Delaware. No formal litigation has been filed as of July 1, 2024, although the Firm understands that BHC has continued to evaluate the sufficiency of the production internally and with its client.

The exclusive forum for the adjudication of intra-corporate disputes, including § 220 demands, is the Court of Chancery of the State of Delaware, as specified in Section 11.1 of the Company's Amended and Restated Bylaws, effective March 22, 2022. Should Corvus Peak elect to seek judicial enforcement, a petition under § 220(c) would be filed in the Court of Chancery, and the proceeding would likely be expedited consistent with the summary nature of § 220 proceedings.

The posture of this matter has changed materially since the § 220 demand was served. Following the June 7, 2024 Annual General Meeting, all three directors nominated by Corvus Peak — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — were elected to the Board. These three individuals now sit on the reconstituted Board and have full access to board-level information and corporate records in their capacities as directors. Corvus Peak's stated purpose for the § 220 demand — to investigate potential mismanagement of the CEO search — may be partially or wholly mooted by the board access afforded to its nominees. However, the formal demand remains outstanding, and Corvus Peak has not withdrawn it. The Court of Chancery has recognized that a change in circumstances, including a stockholder's appointment of board nominees, does not necessarily render a § 220 demand moot if the stockholder retains a credible basis for its stated purpose and the demand remains formally pending. See, e.g., Lavin v. West Corp., 2017 WL 6728702 (Del. Ch. Dec. 29, 2017).

D. Recommendations for Successor Counsel

C&H respectfully recommends that successor counsel consider the following matters in connection with the outstanding § 220 demand:

(i) Assessment of Corvus Peak's Intent. Successor counsel should promptly engage with Corvus Peak (or its counsel, which may or may not continue to be BHC given BHC's new role as Board governance counsel) to assess whether Corvus Peak intends to withdraw the § 220 demand in light of its nominees' election to the Board, or whether it will press for additional production or seek judicial enforcement. The resolution of this question will significantly affect the posture and priority of this matter.

(ii) Conflicts and Privilege Implications. The reconstituted Board is engaging BHC — the same law firm that served as Corvus Peak's counsel in the § 220 demand and throughout the activist campaign — as its new governance counsel. This creates an unusual and potentially problematic posture. BHC was adverse to the Company on behalf of Corvus Peak in the § 220 demand proceeding and had access to confidential information regarding Corvus Peak's litigation strategy, evaluation of the Company's privilege assertions, and assessment of the merits of the demand. Successor counsel should carefully evaluate whether BHC's assumption of the role of Board governance counsel creates any conflicts of interest, whether informed consent from the Board is required under the applicable rules of professional conduct (including Delaware Lawyers' Rules of Professional Conduct 1.7 and 1.9), and whether any ethical screens are necessary or appropriate. This matter is addressed in greater detail in Section IX below.

(iii) Privilege Log Maintenance and Inadvertent Waiver. The Privilege Log delivered herewith should be reviewed and maintained by successor counsel. During the transition between counsel, care must be taken to avoid any inadvertent disclosure of privileged materials that could result in a waiver of the attorney-client privilege or work product protection. Successor counsel should ensure that all privileged materials are stored securely, that access is limited to authorized persons, and that no privileged materials are produced or disclosed without appropriate review.

(iv) Privilege Holder Standing. An important and potentially novel question arises in connection with the counsel transition: whether the pre-reconstitution Board (or the departing directors who constituted a majority of that Board) retains standing to assert privilege over CEO search materials and related communications, or whether the reconstituted Board — which now includes Corvus Peak's nominees — may unilaterally waive privilege over those materials. The general rule under Delaware law is that the privilege belongs to the corporation, and the corporation's current management controls the privilege. See CFTC v. Weintraub, 471 U.S. 343 (1985). However, where the reconstituted Board's interests may diverge from those of the former Board members, and where the privileged materials may relate to potential claims against former directors, the analysis is more nuanced. Successor counsel should carefully evaluate this question and advise the Board accordingly.

(v) Monitoring for Court of Chancery Filing. Successor counsel should monitor the Court of Chancery docket for any petition filed by Corvus Peak seeking judicial enforcement of the § 220 demand. If such a petition is filed, the Company will need to respond promptly, and successor counsel should be prepared to defend the Company's privilege assertions and the sufficiency of the partial production.

IV. Issue 2: D&O Insurance Tail Coverage for Departing Directors

A. Background

Following the June 7, 2024 Annual General Meeting, three incumbent directors were not re-elected to the Board. The election results for the three departing directors were as follows:

Each of these three individuals served on the Board during a period of significant corporate activity, including the CEO transition, the formation of the Special Committee, the retention of Hargrove Tate Partners LLC for the CEO search, the retention of Stonebridge Crane & Co. for the strategic alternatives review, and the Corvus Peak proxy contest. Their tenures and roles during this period give rise to potential claims — whether by the Company, by shareholders, or by third parties — that could trigger the need for D&O insurance coverage after their departure from the Board.

AGMG maintains a directors' and officers' liability insurance policy (the "D&O Policy") with Helmsley Indemnity Corp. ("Helmsley"), a specialty insurance carrier with offices at One Beacon Street, Boston, Massachusetts 02108. The principal terms of the D&O Policy are as follows:

• Policy Number: HIC-DOL-2024-009347

• Policy Period: January 1, 2024 through December 31, 2024

• Annual Premium: $3,800,000

• Coverage Limit — Per Occurrence: $75,000,000

• Coverage Limit — Aggregate: $150,000,000

• Insured Persons: All current and former directors and officers of AGMG and its subsidiaries during the policy period, subject to the terms, conditions, and exclusions of the policy

Calderwood & Harkness delivered two memoranda to the Board addressing the D&O insurance implications of the board reconstitution:

(i) On June 9, 2024, C&H delivered a memorandum to the Board analyzing the duties and obligations of departing directors, including their continuing duty of loyalty and confidentiality, their document preservation and cooperation obligations, and their rights under AGMG's indemnification provisions and the D&O Policy.

(ii) On June 11, 2024, C&H delivered a supplemental memorandum specifically addressing the D&O insurance implications of the board reconstitution, including the coverage status of departing directors under the existing policy, the potential need for tail (extended reporting period) coverage, and the Board's fiduciary and contractual obligations to ensure adequate insurance protection for former directors.

B. Current Status

The current D&O Policy period extends through December 31, 2024. The departing directors — Kessler, Pemberton, and Delgado-Ríos — are covered as "insured persons" under the D&O Policy for acts, errors, and omissions occurring during their respective tenures on the Board, but only to the extent that claims are first made (or deemed first made) during the policy period and any applicable extended reporting period (commonly referred to as "tail" coverage). After the expiration of the current policy period on December 31, 2024, and absent the purchase of a separate tail endorsement or run-off policy, the departing directors will have no coverage under the D&O Policy for claims first made after that date, even if the underlying conduct occurred during their tenures.

The critical open question is whether the D&O Policy includes an automatic extended reporting period for directors who depart the Board during the policy period, or whether a separate tail endorsement must be affirmatively purchased. D&O policies vary significantly in their treatment of this issue. Some policies provide an automatic run-off period (typically one to six years) for departing directors at no additional cost; others require the company to purchase a separate tail endorsement, often at a significant premium, to extend the reporting period beyond the policy expiration date.

As of July 1, 2024, AGMG has not yet obtained a formal confirmation from Helmsley Indemnity Corp. regarding the following matters:

(a) Whether the D&O Policy includes an automatic extended reporting period for directors who depart during the policy period;

(b) If no automatic tail exists, whether a separate tail endorsement or run-off policy is available for the departing directors;

(c) The terms of any available tail coverage, including the duration of the extended reporting period, any sublimits or retention adjustments, and any additional exclusions;

(d) The pricing of any tail coverage endorsement or run-off policy; and

(e) Whether the board reconstitution event constitutes a reportable occurrence or material change under the policy that triggers notice obligations.

Hugh Pemberton warrants particular attention in this analysis. As a co-founder of AGMG who served on the Board from the Company's inception, and as a former holder of approximately 2.1% of the Company's outstanding common shares (approximately 8,664,600 shares), Pemberton's long tenure and insider status may give rise to unique exposure. Pemberton's involvement in the Company's early-stage corporate governance decisions, his participation in related-party transactions (if any), and his role during the CEO transition and proxy contest period may make him a more likely target for shareholder claims or derivative actions than the other departing directors.

C. Indemnification Considerations

In addition to D&O insurance coverage, the departing directors are entitled to indemnification under the Company's organizational documents, subject to the limitations imposed by Delaware law. The relevant provisions are as follows:

(i) Amended and Restated Bylaws (effective March 22, 2022): The Bylaws contain mandatory indemnification provisions requiring the Company to indemnify current and former directors to the fullest extent permitted by Delaware law, including indemnification against expenses (including attorneys' fees), judgments, fines, and settlement amounts incurred in connection with any action, suit, or proceeding arising by reason of their service as directors. The Bylaws also provide for mandatory advancement of expenses, subject to an undertaking by the director to repay such amounts if it is ultimately determined that the director is not entitled to indemnification.

(ii) Amended and Restated Certificate of Incorporation (effective March 22, 2022): The Certificate of Incorporation contains an exculpation provision pursuant to DGCL § 102(b)(7), eliminating the personal liability of directors for monetary damages for breach of fiduciary duty, except for liability arising from (a) breach of the duty of loyalty, (b) acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (c) improper distributions under DGCL § 174, or (d) transactions from which the director derived an improper personal benefit.

Successor counsel should review these provisions in conjunction with the D&O Policy to ensure that no gaps exist in the overall protection afforded to the departing directors. In particular, successor counsel should evaluate whether there are any categories of claims or liabilities for which the departing directors would not be covered by either the D&O Policy or the Company's indemnification obligations, and whether any supplemental protections (such as individual indemnification agreements) are warranted.

The departing directors were advised of their document preservation and cooperation obligations in C&H's June 9, 2024 memorandum. Successor counsel should confirm that each departing director has acknowledged these obligations in writing. To our knowledge, as of the date hereof, written acknowledgments have not been received from all three departing directors, and follow-up is required.

D. Recommendations for Successor Counsel

C&H respectfully recommends that successor counsel take the following actions in connection with D&O insurance tail coverage for the departing directors:

(i) Promptly Contact Helmsley Indemnity Corp. Successor counsel should contact Helmsley as soon as practicable to confirm the availability, terms, and pricing of tail coverage for Kessler, Pemberton, and Delgado-Ríos. Given that the current policy period expires on December 31, 2024, time is of the essence in confirming the tail coverage arrangements.

(ii) Board Authorization of Tail Policy Purchase. Successor counsel should evaluate whether the reconstituted Board should authorize the purchase of a run-off or tail policy for the departing directors, consistent with the Company's indemnification obligations under the Bylaws and the Certificate of Incorporation. The failure to procure adequate tail coverage could expose the Company to indemnification liability for claims that would otherwise have been covered by insurance, and could also give rise to claims by the departing directors for breach of the Company's indemnification obligations.

(iii) Notice of Board Reconstitution. Successor counsel should ensure that proper notice has been given to Helmsley of the board reconstitution event, which may constitute a reportable occurrence or material change under the D&O Policy. Many D&O policies require the insured entity to provide prompt notice of any change in the composition of the board of directors, and the failure to provide timely notice could jeopardize coverage.

(iv) Dame Elspeth Greenvale's Tail Coverage. The Board should consider whether Dame Elspeth Greenvale, whose appointment as Independent Non-Executive Chair (Transitional) is scheduled to expire on September 30, 2024, will also require tail coverage if she departs the Board at the conclusion of her transitional appointment. If Dame Elspeth's departure is anticipated, the tail coverage analysis should encompass her situation as well.

(v) Identification of Potential Claims. Successor counsel should conduct a review of potential claims or threatened claims that may arise from the proxy contest period, the CEO search process, the strategic alternatives review, or other corporate events during the departing directors' tenures, any of which could trigger coverage under the D&O Policy. Early identification of potential claims will facilitate timely notice to Helmsley and will inform the tail coverage analysis.

V. Issue 3: Hargrove Tate Partners LLC — Contract Status and Remaining Fee Obligations

A. Background

On March 15, 2024, the Nominating & Governance Committee of the Board retained Hargrove Tate Partners LLC ("Hargrove Tate"), an executive search firm with offices at 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116, to conduct a formal search for a permanent Chief Executive Officer to succeed Marcus Vane, who had resigned effective March 8, 2024. The retention was led by Christine Aldridge, Managing Partner of Hargrove Tate's CEO and Board Practice. The engagement was authorized by the Nominating & Governance Committee and ratified by the full Board.

The fee structure under the Hargrove Tate engagement letter is as follows:

• Total Flat Fee: $750,000, payable in three equal installments:

(a) First Installment — $250,000: Payable upon execution of the engagement letter (i.e., upon engagement);

(b) Second Installment — $250,000: Payable upon delivery by Hargrove Tate of a final candidate slate to the Special Committee; and

(c) Third Installment — $250,000: Payable upon completion of the placement (i.e., upon the appointment of a permanent CEO from among the candidates identified through the search process).

• Expenses: Reasonable out-of-pocket expenses (travel, candidate assessment tools, background checks, etc.) payable in addition to the flat fee.

Only the first installment of $250,000 was paid to Hargrove Tate upon execution of the engagement letter. The remaining $500,000 across the second and third installments remains unpaid as of the date hereof.

The CEO search was conducted under the oversight of the Special Committee, which was formed on March 18, 2024, and comprised the following directors:

• Tobias Kessler (Chair of the Special Committee)

• Lucinda Farrow-Grant

• Dr. Anwen Llewellyn

The search process progressed through the initial stages, including the development of a candidate specification, market mapping, identification and outreach to potential candidates, and preliminary candidate interviews. On April 18, 2024, the Special Committee conducted in-person interviews with five external candidates, including Jonathan Hale, the former Chief Executive Officer of Meridian Studios International Inc. The interviews were conducted at the offices of Calderwood & Harkness in New York. However, Hargrove Tate had not formally delivered a final candidate slate to the Special Committee before the search process was suspended.

B. Current Status

On June 14, 2024, the reconstituted Board passed a resolution tabling the CEO succession process indefinitely and dissolving the Special Committee. The resolution noted that the reconstituted Board intended to evaluate the Company's leadership needs and strategic direction before determining whether and how to proceed with the CEO search. Priya Nair-Whitfield continues to serve as Interim CEO, a position she has held since Marcus Vane's resignation on March 8, 2024.

As a consequence of the Board's resolution, the CEO search conducted by Hargrove Tate has been effectively suspended. However, as of July 1, 2024, AGMG has not formally notified Hargrove Tate of the suspension or termination of the search engagement. No communication has been sent to Christine Aldridge or any other representative of Hargrove Tate regarding the Board's June 14, 2024 resolution, and there has been no negotiation regarding the disposition of the remaining fee obligations or expenses incurred to date.

This state of affairs creates uncertainty regarding the Company's contractual obligations and potential financial exposure. The absence of a formal termination notice may affect the Company's rights and obligations under the engagement letter, including the accrual of expenses and the applicability of any termination fee or tail/placement protection provision.

C. Contractual Analysis

Successor counsel should conduct a thorough review of the Hargrove Tate engagement letter to determine the Company's rights and obligations in connection with the suspension or termination of the search engagement. In particular, successor counsel should analyze the following issues:

(a) Termination Provisions and Kill Fee. The engagement letter should be reviewed for any provisions governing the termination of the engagement by the Company, including any notice requirements, cure periods, and termination fees. Many executive search engagement letters include a "kill fee" or termination fee payable by the client in the event the engagement is terminated before completion of the search. If a kill fee applies, successor counsel should assess the amount and determine whether it is a fixed fee, a percentage of the total engagement fee, or a reimbursement of costs incurred to date.

(b) Second Installment Trigger. Successor counsel should assess whether the second installment of $250,000 — payable upon "delivery of [a] candidate slate" — was triggered by Hargrove Tate's work to date. Although Hargrove Tate had not formally delivered a final candidate slate to the Special Committee, preliminary candidate interviews were conducted on April 18, 2024, and it is possible that Hargrove Tate may argue that its delivery of preliminary candidate information constituted a partial or constructive delivery of the candidate slate sufficient to trigger the second installment. The engagement letter's precise language governing the deliverable and the conditions to payment will be determinative.

(c) Expense Reimbursement. The engagement letter should be reviewed to determine whether expenses incurred by Hargrove Tate to date are payable upon termination of the engagement regardless of whether the search was completed. Many executive search agreements provide for reimbursement of out-of-pocket expenses on a current or upon-termination basis, independent of the flat fee installment structure.

(d) Tail/Placement Protection Provision. This is a particularly important provision. Executive search engagement letters frequently include a "tail" or "placement protection" clause providing that if the client hires a candidate identified or introduced by the search firm within a specified period (typically 12 to 24 months) following the termination of the engagement, the placement fee (typically the final installment) becomes payable to the search firm. If the Hargrove Tate engagement letter contains such a provision, the Company's exposure could extend well beyond the formal termination of the search.

Based on the foregoing, the Company's potential liability exposure in connection with the Hargrove Tate engagement includes the following:

• Remaining unpaid installments: up to $500,000

• Accrued and unpaid expenses: amount to be determined

• Termination or kill fee (if applicable): amount to be determined

• Tail/placement fee (if applicable and triggered): up to $250,000 (the third installment)

Successor counsel should be particularly attentive to the tail/placement provision in connection with any future CEO appointment decisions. Priya Nair-Whitfield, the current Interim CEO, and Jonathan Hale, the former CEO of Meridian Studios International Inc., were both part of the search process. If the reconstituted Board ultimately appoints Nair-Whitfield as permanent CEO, or if it recruits Jonathan Hale or any other candidate identified through the Hargrove Tate search, the tail/placement provision may be triggered, and the placement fee would become payable regardless of whether Hargrove Tate was involved in the final appointment decision.

D. Recommendations for Successor Counsel

C&H respectfully recommends that successor counsel take the following actions in connection with the Hargrove Tate engagement:

(i) Formal Notification. Successor counsel should formally notify Hargrove Tate (through Christine Aldridge) of the Board's June 14, 2024 resolution tabling the CEO succession process and request a complete accounting of all fees and expenses incurred by Hargrove Tate to date in connection with the search engagement. The notification should be delivered in accordance with the notice provisions of the engagement letter to preserve the Company's contractual rights.

(ii) Fee Negotiation. Successor counsel should engage in good-faith negotiations with Hargrove Tate regarding the remaining fee obligations, including any termination fee. Given that the search was not completed through any fault of Hargrove Tate, the firm may be entitled to compensation for work performed and expenses incurred, even if the full $750,000 fee is not payable.

(iii) Preservation of Work Product. All Hargrove Tate work product generated during the search process — including candidate assessments, reference check materials, market analysis, compensation benchmarking data, and candidate profiles — should be preserved. These materials are the property of the Company (subject to the terms of the engagement letter) and may be relevant to a future CEO search if the Board elects to resume the process. In addition, certain Hargrove Tate materials may be subject to the attorney-client privilege or the work product doctrine to the extent they were generated at the direction of counsel in connection with the § 220 demand or other legal matters.

(iv) Tail/Placement Provision Analysis. Successor counsel should conduct a careful analysis of the tail/placement provision in light of the reconstituted Board's potential CEO appointment decisions. If the provision applies to Nair-Whitfield, Hale, or other candidates identified through the search, the Board should be advised of the financial implications before making any appointment decision.

VI. Issue 4: Stonebridge Crane & Co. — Engagement Status and Tail Fee Exposure

A. Background

On April 22, 2024, the Board, acting through the Special Committee, engaged Stonebridge Crane & Co. ("Stonebridge"), an investment bank with offices at 383 Madison Avenue, New York, New York 10179, to evaluate strategic alternatives for the Company. The engagement was initiated as a defensive measure in response to the Corvus Peak proxy contest and the associated public campaign by Corvus Peak for operational and governance reforms at AGMG. The lead banker on the engagement was Anil Kapoor-Mehta, Managing Director of Stonebridge's Financial Advisory Group.

Calderwood & Harkness played an active role in the negotiation of the Stonebridge engagement. Specifically:

(i) On April 21, 2024, C&H reviewed and marked up Stonebridge's proposed engagement letter, negotiating revisions to the scope of services, the fee structure, the indemnification provisions, the tail provision, and the termination mechanics.

(ii) On April 22, 2024, the Board authorized the engagement by formal resolution.

(iii) On April 26, 2024, C&H delivered a memorandum to the Board regarding confidentiality and information barrier protocols between the strategic alternatives review and the CEO search process. The memorandum addressed the risk of information leakage between the two processes and recommended the establishment of formal information barriers to protect the integrity of both processes and to minimize the risk of selective disclosure of material non-public information.

The fee structure under the Stonebridge engagement letter is as follows:

• Monthly Retainer: $250,000 per month, payable on the first business day of each calendar month during the term of the engagement;

• Transaction Fee: 0.25% of enterprise value, payable upon the consummation of a "change-of-control transaction" (as defined in the engagement letter, generally including any merger, acquisition, sale of substantially all assets, or other transaction resulting in a change of control of the Company);

• Tail Provision: The transaction fee is payable if a change-of-control transaction is consummated within a 12-month period following the effective date of termination of the engagement (the "Tail Period"), regardless of whether Stonebridge advised on, participated in, or was otherwise involved in the transaction.

B. Current Status

The reconstituted Board's June 14, 2024 resolution tabling the CEO succession process and dissolving the Special Committee did not specifically address the Stonebridge engagement. The resolution was focused on the CEO search and did not encompass the strategic alternatives review or the Stonebridge advisory relationship. As a practical matter, however, the strategic alternatives review has been effectively shelved by the reconstituted Board, which has shown no public interest in pursuing a change-of-control transaction.

Calderwood & Harkness delivered a memorandum to the Board on June 16, 2024 analyzing the fiduciary implications of shelving the strategic alternatives process, including the Board's obligations under Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986), and its progeny, and the termination provisions of the Stonebridge engagement letter. The memorandum concluded that, given the reconstituted Board's decision not to pursue a change-of-control transaction at this time, the Board had no fiduciary obligation to continue the strategic alternatives review, but recommended that the Board formally terminate the Stonebridge engagement to stop the accrual of monthly retainer fees and to establish a clear commencement date for the 12-month tail period.

As of July 1, 2024, AGMG has not formally terminated the Stonebridge engagement. The Firm understands that no written termination notice has been delivered to Stonebridge, and no oral communication regarding the status of the engagement has been conveyed to Anil Kapoor-Mehta or any other Stonebridge representative. As a consequence, monthly retainer fees of $250,000 per month may continue to accrue. Assuming the engagement has been active since April 22, 2024, and that retainer payments have been made through June 2024, the aggregate retainer fees paid or accrued to date are approximately $500,000 to $750,000, depending on the precise payment dates and whether the July 2024 retainer has accrued.

C. Tail Fee Exposure

The tail provision in the Stonebridge engagement letter represents a material contingent liability for the Company. The 12-month tail period commences upon the effective date of termination of the engagement. During the tail period, the 0.25% transaction fee is payable if any change-of-control transaction is consummated, regardless of whether Stonebridge was involved in that transaction.

Based on the Company's estimated enterprise value as of March 1, 2024, the tail fee exposure is calculated as follows:

• Estimated Enterprise Value: Approximately $8,650,000,000 (based on market capitalization as of March 1, 2024, plus net debt)

• Transaction Fee Rate: 0.25%

• Estimated Tail Fee: 0.25% × $8,650,000,000 = $21,625,000

This is a substantial contingent liability. If the reconstituted Board pursues or consummates a strategic transaction — whether a sale, merger, going-private transaction, or other change-of-control event — within 12 months of the effective termination date of the Stonebridge engagement, the tail fee of approximately $21.6 million would become payable to Stonebridge. This liability would arise irrespective of whether Stonebridge advised on, participated in, or even had knowledge of the transaction. The only way to avoid this exposure entirely is to refrain from any change-of-control transaction during the tail period.

The Board should be made aware that the tail fee calculation is based on enterprise value, not equity value, and that the enterprise value at the time of any actual transaction may differ — potentially significantly — from the March 1, 2024 estimate used here. If the Company's enterprise value increases between now and the consummation of any future transaction, the tail fee would be correspondingly higher.

D. Recommendations for Successor Counsel

C&H respectfully recommends that successor counsel take the following actions in connection with the Stonebridge engagement:

(i) Review of Engagement Letter. Successor counsel should review the Stonebridge engagement letter in full, with particular attention to the precise scope and mechanics of the tail provision, including the definition of "change-of-control transaction," any carve-outs or exceptions to the tail fee (e.g., transactions below a specified size threshold, transactions with specified parties, or transactions arising from pre-existing discussions), the method for calculating enterprise value, and the formal requirements for termination of the engagement.

(ii) Formal Termination. Successor counsel should promptly arrange for the formal termination of the Stonebridge engagement to stop the accrual of monthly retainer fees. The termination notice should be delivered in strict accordance with the notice provisions of the engagement letter, and successor counsel should negotiate the effective termination date and any amounts outstanding, including any retainer fees accrued but unpaid.

(iii) Tail Period Tracking. Once termination is effective, successor counsel should carefully track the commencement and expiration of the 12-month tail period and advise the Board that any strategic transaction discussions or negotiations during the tail period may trigger the estimated $21.6 million tail fee. The Board should be specifically advised to consider the tail fee exposure in any deliberations regarding strategic alternatives during the tail period.

(iv) Public Disclosure. Successor counsel should assess whether the Board's decision to shelve the strategic alternatives review requires any public disclosure, including the filing of a Current Report on Form 8-K with the SEC or the issuance of a Regulatory Information Service announcement in the UK. The materiality of the strategic alternatives review (and its termination) should be evaluated in light of the Company's securities law disclosure obligations.

(v) Engagement of Substitute Financial Advisor. If the reconstituted Board elects to engage a different financial advisor for any future strategic review, successor counsel should consider whether the engagement of a new advisor, or the consummation of a transaction with the assistance of a new advisor, would alter the tail fee analysis under the Stonebridge engagement letter. Many tail provisions apply regardless of whether a different advisor is engaged, but the specific language of the provision will be determinative.

VII. Issue 5: FCA/DTR Disclosure Obligations — Continuing Compliance Requirements

A. Background

As noted in Section I above, AGMG's ordinary shares are admitted to the premium segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L," in addition to the Company's primary listing on the New York Stock Exchange under the ticker symbol "AGMG." The Company's dual listing subjects it to two parallel regulatory disclosure regimes: the US securities laws administered by the Securities and Exchange Commission (the "SEC"), including the proxy rules under Section 14 of the Securities Exchange Act of 1934, and the UK disclosure requirements administered by the FCA under the Disclosure Guidance and Transparency Rules (the "DTR").

The DTR impose specific notification and disclosure obligations on listed companies and their shareholders, including:

• DTR 3 (Transactions by Persons Discharging Managerial Responsibilities): Requires persons discharging managerial responsibilities ("PDMRs"), including directors, and persons closely associated with them, to notify the Company (and the Company to notify the FCA) of transactions in the Company's shares, including purchases, sales, pledges, and other dealings, within specified time periods.

• DTR 5 (Vote Holder and Issuer Notification Rules): Requires shareholders to notify the Company (and the Company to notify the FCA and the market) when their holdings cross specified notification thresholds. For UK-listed issuers whose home member state is the United Kingdom, the initial notification threshold is 3% of voting rights, with subsequent notifications required at each 1% increment (i.e., 4%, 5%, 6%, etc.) above and below the initial threshold.

Calderwood & Harkness delivered a memorandum to the Board on April 3, 2024 analyzing the interaction between the US proxy rules and the UK DTR disclosure regime for dual-listed companies. The memorandum addressed, among other things, the differences in notification thresholds (the SEC's Schedule 13D threshold of 5% versus the FCA's DTR 5 threshold of 3%), the timing requirements for filings, and the practical challenges of coordinating compliance across both jurisdictions. The memorandum also addressed the potential application of the UK City Code on Takeovers and Mergers to any change-of-control transaction involving AGMG, although this issue was not developed further given the subsequent trajectory of events.

B. Current Status

The board reconstitution following the June 7, 2024 Annual General Meeting has given rise to several DTR compliance considerations that remain open as of the date hereof:

(i) DTR 3 — PDMR Notifications. The election of three new directors (Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu) and the departure of three former directors (Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos) may trigger notification obligations under DTR 3. New directors are PDMRs from the date of their appointment and must notify the Company of their personal holdings of AGMG shares within a prescribed period. Departing directors' PDMR status ceases upon their departure, but any transactions in AGMG shares by departing directors during the period immediately preceding and following their departure may trigger notification obligations. In particular, any dispositions by Kessler, Pemberton, or Delgado-Ríos of AGMG shares following their departure from the Board should be monitored for compliance.

(ii) Hugh Pemberton's Shareholding. Hugh Pemberton's personal shareholding of approximately 2.1% (8,664,600 shares) places him below the DTR 5 initial notification threshold of 3%. However, if Pemberton disposes of shares following his departure from the Board, and if his stake has at any point crossed a DTR 5 threshold, the disposal may itself trigger a notification obligation. Moreover, as a former PDMR, Pemberton may be subject to post-departure restrictions on share dealings under the Company's insider dealing policies and applicable law. Successor counsel should monitor Pemberton's shareholding position.

(iii) Corvus Peak's DTR 5 Notifications. Corvus Peak's 8.7% stake (35,896,200 shares) was disclosed in the US through SEC filings, including its amended Schedule 13D filed on February 26, 2024. However, the Company's compliance with corresponding UK DTR 5 notification requirements should be confirmed. Specifically, the Company should verify that it has properly disseminated through a Regulatory Information Service all DTR 5 notifications received from Corvus Peak in respect of the threshold crossings from 6.1% to 8.7%, or any intermediate thresholds (7%, 8%, etc.) crossed during the accumulation period.

(iv) Other Institutional Shareholders. Several other institutional shareholders hold significant positions in AGMG that are at or near DTR 5 notification thresholds. As of the most recently available public filings, these include:

Any changes in these shareholders' positions — whether through purchases, sales, or passive changes resulting from share buybacks or other corporate actions — that result in the crossing of a DTR 5 threshold would trigger notification obligations. Ongoing monitoring of major shareholder positions is essential to maintaining DTR 5 compliance.

C. Recommendations for Successor Counsel

C&H respectfully recommends that successor counsel take the following actions in connection with the Company's FCA/DTR disclosure obligations:

(i) Confirm DTR 5 Filing Status. Successor counsel should confirm that all DTR 5 notifications related to Corvus Peak's stake increase from 6.1% to 8.7% have been properly filed with the FCA and disseminated through a Regulatory Information Service, in addition to the SEC Schedule 13D filings in the US. Any gaps or deficiencies in the notification record should be remediated promptly.

(ii) Review DTR 3 Obligations. Successor counsel should review whether the board reconstitution triggers PDMR notification requirements under DTR 3 for the three new directors (Trask, Loring, and Chu) and whether any notifications are required in respect of the departing directors (Kessler, Pemberton, and Delgado-Ríos). The Company should ensure that all new PDMRs have been notified of their obligations under DTR 3 and the Company's own share dealing policies.

(iii) Assess Institutional Shareholder Positions. Successor counsel should assess whether any changes in the positions of Thorne Capital Management LP, Ridgeway Asset Management Ltd., Windermere Pension Trust, or other significant institutional shareholders have triggered or may trigger DTR 5 notifications. The Company's shareholder register and nominee disclosure information should be reviewed in consultation with the transfer agent (Atlas Shareholder Services Inc.) and the Company's corporate broker.

(iv) Engage UK Counsel. Given the complexity and jurisdictional specificity of UK disclosure obligations, successor counsel should consider engaging UK counsel for ongoing DTR compliance advice. C&H's London office, located at 25 Bishopsgate, London EC2N 3AR, was available to assist with UK regulatory matters during the engagement. Successor counsel may wish to engage specialized UK regulatory counsel or coordinate with AGMG's existing UK regulatory advisors to ensure seamless compliance with FCA requirements.

(v) Monitor for FCA Inquiries. The proxy contest period was characterized by active public discourse and significant shareholder activity, including Corvus Peak's public campaign, the Company's defensive measures, and the contested Annual General Meeting. Successor counsel should monitor for any FCA inquiries, information requests, or enforcement actions related to disclosures made during the proxy contest period, and should be prepared to respond to any such inquiries on behalf of the Company.

VIII. Secondary and Ancillary Open Matters

In addition to the five principal open issues addressed in Sections III through VII above, the following secondary and ancillary matters remain open as of the date hereof and may require the attention of successor counsel.

A. Ashworth Velmoran LLP Coordination

AGMG's standing outside counsel is Ashworth Velmoran LLP ("AK"), with offices at One Liberty Plaza, New York, New York 10006. The lead partner at AK is Martin Cho. AK has served as the Company's primary external legal counsel since approximately 2015, advising on general corporate matters, securities law compliance, commercial transactions, and regulatory affairs.

The Board's decision to engage Calderwood & Harkness as independent governance counsel in March 2024 was prompted, in significant part, by Corvus Peak's public characterization of AK as "management-aligned" and unsuitable to provide independent advice on the governance matters raised by the activist campaign. Corvus Peak asserted — in its February 26, 2024 amended Schedule 13D and in subsequent public communications — that AK's long-standing relationship with AGMG management, and in particular with former CEO Marcus Vane, compromised its ability to render disinterested advice on matters such as the CEO succession process, the response to the § 220 demand, and the evaluation of strategic alternatives.

To address these concerns and to delineate the respective roles of C&H and AK, C&H delivered a letter on March 19, 2024 to Martin Cho at AK establishing a coordination protocol between the two firms. The protocol provided, among other things, that:

(a) Calderwood & Harkness would serve as the Board's independent governance counsel on all matters related to the Corvus Peak activist campaign, the CEO succession process, the § 220 demand, and any related litigation or regulatory proceedings;

(b) Ashworth Velmoran would continue to serve as the Company's general corporate counsel on all other matters, including routine securities law compliance, commercial transactions, and day-to-day legal operations;

(c) Information sharing between the two firms would be subject to a need-to-know protocol, and privileged information generated by either firm would not be shared with the other without prior authorization from the General Counsel; and

(d) Both firms would coordinate with Nadine Khalil, General Counsel & Corporate Secretary, as the primary point of contact for the Company.

With the termination of C&H's engagement and the engagement of BHC as successor governance counsel, the coordination protocol established by C&H's March 19, 2024 letter will need to be revisited or replaced. Successor counsel should clarify with the Board and with Nadine Khalil whether AK's role will continue, be modified, or be terminated in light of the board reconstitution and the new governance counsel arrangement. In particular, successor counsel should assess whether the reconstituted Board's engagement of BHC diminishes or eliminates the need for AK's continued involvement, or whether AK's institutional knowledge and long-standing relationship with the Company continue to serve a useful function.

B. CEO Succession Process — Preservation of Process Integrity

Although the CEO succession process has been tabled indefinitely pursuant to the reconstituted Board's June 14, 2024 resolution, the process may be resumed at any time by the Board. The preservation of the integrity of the work performed to date is therefore important.

Priya Nair-Whitfield continues to serve as Interim Chief Executive Officer, a position she has held since Marcus Vane's resignation on March 8, 2024. Nair-Whitfield is a 12-year AGMG veteran who joined the Company in 2012 as Senior Vice President of Digital Strategy, was promoted to Executive Vice President of Streaming in 2017, and was named Chief Operating Officer in 2020. She is widely credited with leading the conceptualization and launch of the Luminos streaming platform in 2019, which has become one of AGMG's most significant growth engines. Her deep institutional knowledge and operational experience have been noted by analysts and shareholders as assets that may weigh in favor of her permanent appointment.

Jonathan Hale remains a potential external candidate for the CEO position. Hale serv

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
This memorandum is a privileged and confidential attorney-client communication prepared by Calderwood & Harkness LLP for the exclusive use of its client, the Board of Directors of Aurelius Global Media Group PLC. This memorandum is protected by the attorney-client privilege and the work product doctrine. Any disclosure, copying, distribution, or use of this memorandum or the information contained herein by any person other than the intended recipients is strictly prohibited.
CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, NY 10019
MEMORANDUM
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I. Introduction and Purpose
This memorandum is prepared in connection with the termination of Calderwood & Harkness LLP's ("C&H" or the "Firm") engagement as independent governance counsel to the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company"). The engagement was opened on March 12, 2024, pursuant to the engagement letter of the same date executed by the Firm and the Company, acting through Nadine Khalil, General Counsel & Corporate Secretary, at the direction of the then-constituted Board. Notice of termination of the engagement was delivered to the Firm on June 21, 2024, with an effective termination date of July 8, 2024.
This memorandum is delivered as part of the final work product package transmitted to the Board concurrently herewith. The complete final work product package consists of the following four deliverables, each dated July 1, 2024:
1. This Status Memorandum — Open and Unresolved Issues at Termination;
2. The Transition Memorandum (Summary of Engagement Work Product);
3. The Privilege Log (Materials Withheld from § 220 Production); and
4. The Index of Work Product Delivered to Client.
The purpose of this memorandum is to identify and describe, with sufficient specificity and context, all pending matters, unresolved issues, and open obligations that have arisen during or in connection with the engagement and that require the continued attention of the Board, the General Counsel, and successor counsel. Based on the Company's public filings and communications received by this Firm, the reconstituted Board has indicated that Blackthorn Howell & Crane LLP ("BHC"), led by Dominic Sayer, will serve as successor governance counsel. As discussed in greater detail in Section IX below, C&H notes certain observations regarding the selection of BHC that the Board may wish to consider.
This memorandum reflects the status of each matter described herein as of the date hereof, July 1, 2024. The Board and successor counsel should be aware that circumstances may have changed, or may change, between this date and the date on which successor counsel is formally engaged and assumes responsibility for these matters. Accordingly, C&H makes no representations or warranties regarding the continued accuracy or completeness of the information set forth herein after the date of this memorandum.
Unless otherwise specified, all matters discussed in this memorandum are governed by the Delaware General Corporation Law (the "DGCL"). AGMG is a corporation organized and existing under the laws of the State of Delaware, with its Certificate of Incorporation originally filed on September 14, 2009 (Delaware File Number 4827193; Employer Identification Number 26-4831097). The Company is registered as an overseas company in England and Wales under the Companies Act 2006. AGMG's ordinary shares are listed on the New York Stock Exchange under the ticker symbol "AGMG" and on the London Stock Exchange Main Market premium segment under the ticker symbol "AGMG.L." The Company's registered office in the United Kingdom is located at 14 Sceptre Row, London EC2V 7QN, and its registered agent in Delaware is Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801.
II. Summary of Open Issues
For the convenience of the Board and successor counsel, the principal categories of unresolved matters identified in this memorandum are summarized below. Each is addressed in detail in the sections that follow.
1. DGCL § 220 Books-and-Records Demand — Response Status and Potential Litigation (Section III): The books-and-records demand served by Corvus Peak Capital Partners LP on March 22, 2024 remains formally outstanding. Although a partial production of non-privileged corporate records has been made, Corvus Peak has not accepted the production as complete. No litigation has been filed in the Court of Chancery as of the date hereof, but Corvus Peak has reserved its rights to seek judicial enforcement.
2. D&O Insurance Tail Coverage for Departing Directors (Section IV): Three directors (Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos) were not re-elected at the June 7, 2024 Annual General Meeting. The availability, terms, and pricing of tail coverage under the Company's existing D&O policy with Helmsley Indemnity Corp. have not yet been confirmed, and the Company's indemnification obligations to the departing directors require attention.
3. Hargrove Tate Partners LLC — Contract Status and Remaining Fee Obligations (Section V): The CEO search engagement with Hargrove Tate Partners LLC has not been formally terminated, notwithstanding the Board's June 14, 2024 resolution tabling the CEO succession process. Remaining fee obligations of up to $500,000, plus expenses and potential termination or tail fees, are unresolved.
4. Stonebridge Crane & Co. — Engagement Status and Tail Fee Exposure (Section VI): The strategic alternatives advisory engagement with Stonebridge Crane & Co. has not been formally terminated. Monthly retainer fees of $250,000 may continue to accrue, and the engagement's 12-month tail provision creates a material contingent liability estimated at approximately $21.6 million in the event a change-of-control transaction is consummated within the tail period.
5. FCA/DTR Disclosure Obligations — Continuing Compliance Requirements (Section VII): As a dual-listed company with shares admitted to trading on the London Stock Exchange Main Market, AGMG is subject to the FCA's Disclosure Guidance and Transparency Rules. The board reconstitution, changes in director shareholdings, and the Corvus Peak stake increase may trigger notification obligations under DTR 3 and DTR 5 that require ongoing monitoring and compliance.
In addition to these five principal categories, several secondary and ancillary open matters are addressed in Section VIII, including the coordination protocol with Ashworth Velmoran LLP (the Company's standing outside counsel), preservation of CEO succession process integrity, the compensation benchmarking engagement with Brackenridge Howard Associates Inc., post-departure matters relating to former CEO Marcus Vane, the wind-down of the Citrine Advisory Group Inc. proxy solicitation engagement, and transfer agent coordination with Atlas Shareholder Services Inc.
III. Issue 1: DGCL § 220 Books-and-Records Demand — Response Status and Potential Litigation
A. Background
On March 22, 2024, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership with its principal place of business at 590 Lexington Avenue, 34th Floor, New York, New York 10022 (Employer Identification Number 83-2196504), served a formal demand for inspection of books and records pursuant to Section 220 of the DGCL on AGMG. The demand was served through Corvus Peak's counsel, Blackthorn Howell & Crane LLP ("BHC"), with Dominic Sayer as Lead Partner and Kathleen Bryce as Lead Associate, at BHC's offices located at 1301 Avenue of the Americas, New York, New York 10019.
The demand sought production of a broad range of documents and records related to the Company's CEO search process, which had been initiated following the resignation of Marcus Vane as Chief Executive Officer on March 8, 2024. Specifically, the demand sought the following categories of materials:
(a) All minutes, agendas, and materials from meetings of the Special Committee of the Board established on March 18, 2024 to oversee the CEO succession process;
(b) All correspondence, communications, presentations, and related materials exchanged between AGMG and Hargrove Tate Partners LLC, the executive search firm retained by the Nominating & Governance Committee on March 15, 2024;
(c) All candidate evaluation matrices, scoring rubrics, assessment templates, and related analytical tools used in connection with the CEO search;
(d) All interview notes, candidate assessments, reference check memoranda, and related materials generated in connection with the evaluation of CEO candidates; and
(e) All board and committee communications, including email correspondence and informal communications among directors, relating to the CEO search process and the selection criteria for a permanent CEO.
At the time the demand was served, Corvus Peak held approximately 8.7% of AGMG's outstanding common shares, representing approximately 35,896,200 of the Company's 412,600,000 shares then outstanding. Corvus Peak had increased its stake from approximately 6.1% (approximately 25,168,600 shares) as disclosed in its amended Schedule 13D filed with the Securities and Exchange Commission on February 26, 2024. The stated purpose of the demand, as set forth in BHC's accompanying demand letter, was to investigate potential mismanagement of the CEO search process and to evaluate whether the Board was fulfilling its fiduciary duties in connection with the selection of a permanent CEO for the Company.
B. Calderwood & Harkness's Work to Date
Calderwood & Harkness undertook a comprehensive analysis of the § 220 demand and prepared the Company's formal response. The principal work product generated by the Firm in connection with this matter includes the following:
(i) March 26, 2024 Memorandum to the Board — C&H prepared a detailed memorandum analyzing the legal sufficiency and scope of the § 220 demand. The memorandum addressed the proper purpose requirement under § 220(b), analyzing whether Corvus Peak's stated purpose — investigation of potential mismanagement of the CEO search — satisfied the "credible basis" standard articulated in Seinfeld v. Harborview Holdings, Inc., 909 A.2d 117 (Del. 2006), and KT4 Partners LLC v. Crowne Albany & Co., 203 A.3d 738 (Del. 2019). The memorandum further analyzed the appropriate scope of production, including the distinction between "necessary and essential" documents (to which the stockholder is entitled) and overly broad or burdensome requests, and addressed privilege implications, including the applicability of the attorney-client privilege, the work product doctrine, and the Garner v. Wolfinbarger, 430 F.2d 1093 (5th Cir. 1970), fiduciary exception.
(ii) April 2, 2024 Formal Response Letter — Nathaniel Bower, as lead engagement partner, transmitted a formal response letter to Dominic Sayer at BHC on behalf of AGMG. The letter objected to the scope of the demand on multiple grounds, including attorney-client privilege and work product doctrine protections applicable to CEO search materials, the deliberative process privilege applicable to Special Committee deliberations, and the overbreadth of the demand with respect to categories of documents not "necessary and essential" to Corvus Peak's stated purpose. The letter offered a narrowed production consisting of non-privileged corporate records, including certain board and committee meeting minutes (redacted to remove privileged content), the Hargrove Tate engagement letter (subject to confidential treatment), and certain non-privileged financial records, while excluding privileged CEO search materials, candidate evaluations, attorney-client communications, and work product materials.
(iii) April 4, 2024 Privilege Log Protocol Email — Colette Whitman transmitted an email to Nadine Khalil providing detailed instructions for the preparation of the privilege log in connection with the § 220 demand. The protocol established procedures for document identification, privilege categorization, log entry format, and quality control review, consistent with the standards set forth in Espinoza v. Hewlett-Packard Co., 2011 WL 941464 (Del. Ch. Mar. 7, 2011), and the Court of Chancery's expectations for privilege logs in § 220 proceedings.
(iv) July 1, 2024 Privilege Log — The final Privilege Log, dated July 1, 2024 and delivered concurrently herewith as a separate component of the final work product package, lists all documents withheld from the § 220 production on privilege grounds. The log contains, for each withheld document, a description of the document, the date of the document, the author, all recipients, and the specific privilege basis asserted (attorney-client privilege, work product doctrine, or both). The log encompasses a total of 147 withheld documents and communications.
C. Current Status (as of July 1, 2024)
AGMG provided a partial production of non-privileged corporate records to Corvus Peak in accordance with the narrowed offer set forth in C&H's April 2, 2024 formal response letter. The production was transmitted to BHC electronically on April 19, 2024 and consisted of approximately 342 pages of documents, including certain board and committee meeting minutes, the Hargrove Tate engagement letter, and selected non-privileged financial records.
As of the date hereof, Corvus Peak, through BHC, has not formally accepted this production as satisfying the § 220 demand in full. BHC acknowledged receipt of the production by email dated April 22, 2024, but expressly reserved Corvus Peak's rights to seek production of additional documents, including the privileged materials withheld from the production, and to seek judicial enforcement of the demand in the Court of Chancery of the State of Delaware. No formal litigation has been filed as of July 1, 2024, although the Firm understands that BHC has continued to evaluate the sufficiency of the production internally and with its client.
The exclusive forum for the adjudication of intra-corporate disputes, including § 220 demands, is the Court of Chancery of the State of Delaware, as specified in Section 11.1 of the Company's Amended and Restated Bylaws, effective March 22, 2022. Should Corvus Peak elect to seek judicial enforcement, a petition under § 220(c) would be filed in the Court of Chancery, and the proceeding would likely be expedited consistent with the summary nature of § 220 proceedings.
The posture of this matter has changed materially since the § 220 demand was served. Following the June 7, 2024 Annual General Meeting, all three directors nominated by Corvus Peak — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — were elected to the Board. These three individuals now sit on the reconstituted Board and have full access to board-level information and corporate records in their capacities as directors. Corvus Peak's stated purpose for the § 220 demand — to investigate potential mismanagement of the CEO search — may be partially or wholly mooted by the board access afforded to its nominees. However, the formal demand remains outstanding, and Corvus Peak has not withdrawn it. The Court of Chancery has recognized that a change in circumstances, including a stockholder's appointment of board nominees, does not necessarily render a § 220 demand moot if the stockholder retains a credible basis for its stated purpose and the demand remains formally pending. See, e.g., Lavin v. West Corp., 2017 WL 6728702 (Del. Ch. Dec. 29, 2017).
D. Recommendations for Successor Counsel
C&H respectfully recommends that successor counsel consider the following matters in connection with the outstanding § 220 demand:
(i) Assessment of Corvus Peak's Intent. Successor counsel should promptly engage with Corvus Peak (or its counsel, which may or may not continue to be BHC given BHC's new role as Board governance counsel) to assess whether Corvus Peak intends to withdraw the § 220 demand in light of its nominees' election to the Board, or whether it will press for additional production or seek judicial enforcement. The resolution of this question will significantly affect the posture and priority of this matter.
(ii) Conflicts and Privilege Implications. The reconstituted Board is engaging BHC — the same law firm that served as Corvus Peak's counsel in the § 220 demand and throughout the activist campaign — as its new governance counsel. This creates an unusual and potentially problematic posture. BHC was adverse to the Company on behalf of Corvus Peak in the § 220 demand proceeding and had access to confidential information regarding Corvus Peak's litigation strategy, evaluation of the Company's privilege assertions, and assessment of the merits of the demand. Successor counsel should carefully evaluate whether BHC's assumption of the role of Board governance counsel creates any conflicts of interest, whether informed consent from the Board is required under the applicable rules of professional conduct (including Delaware Lawyers' Rules of Professional Conduct 1.7 and 1.9), and whether any ethical screens are necessary or appropriate. This matter is addressed in greater detail in Section IX below.
(iii) Privilege Log Maintenance and Inadvertent Waiver. The Privilege Log delivered herewith should be reviewed and maintained by successor counsel. During the transition between counsel, care must be taken to avoid any inadvertent disclosure of privileged materials that could result in a waiver of the attorney-client privilege or work product protection. Successor counsel should ensure that all privileged materials are stored securely, that access is limited to authorized persons, and that no privileged materials are produced or disclosed without appropriate review.
(iv) Privilege Holder Standing. An important and potentially novel question arises in connection with the counsel transition: whether the pre-reconstitution Board (or the departing directors who constituted a majority of that Board) retains standing to assert privilege over CEO search materials and related communications, or whether the reconstituted Board — which now includes Corvus Peak's nominees — may unilaterally waive privilege over those materials. The general rule under Delaware law is that the privilege belongs to the corporation, and the corporation's current management controls the privilege. See CFTC v. Weintraub, 471 U.S. 343 (1985). However, where the reconstituted Board's interests may diverge from those of the former Board members, and where the privileged materials may relate to potential claims against former directors, the analysis is more nuanced. Successor counsel should carefully evaluate this question and advise the Board accordingly.
(v) Monitoring for Court of Chancery Filing. Successor counsel should monitor the Court of Chancery docket for any petition filed by Corvus Peak seeking judicial enforcement of the § 220 demand. If such a petition is filed, the Company will need to respond promptly, and successor counsel should be prepared to defend the Company's privilege assertions and the sufficiency of the partial production.
IV. Issue 2: D&O Insurance Tail Coverage for Departing Directors
A. Background
Following the June 7, 2024 Annual General Meeting, three incumbent directors were not re-elected to the Board. The election results for the three departing directors were as follows:
Each of these three individuals served on the Board during a period of significant corporate activity, including the CEO transition, the formation of the Special Committee, the retention of Hargrove Tate Partners LLC for the CEO search, the retention of Stonebridge Crane & Co. for the strategic alternatives review, and the Corvus Peak proxy contest. Their tenures and roles during this period give rise to potential claims — whether by the Company, by shareholders, or by third parties — that could trigger the need for D&O insurance coverage after their departure from the Board.
AGMG maintains a directors' and officers' liability insurance policy (the "D&O Policy") with Helmsley Indemnity Corp. ("Helmsley"), a specialty insurance carrier with offices at One Beacon Street, Boston, Massachusetts 02108. The principal terms of the D&O Policy are as follows:
• Policy Number: HIC-DOL-2024-009347
• Policy Period: January 1, 2024 through December 31, 2024
• Annual Premium: $3,800,000
• Coverage Limit — Per Occurrence: $75,000,000
• Coverage Limit — Aggregate: $150,000,000
• Insured Persons: All current and former directors and officers of AGMG and its subsidiaries during the policy period, subject to the terms, conditions, and exclusions of the policy
Calderwood & Harkness delivered two memoranda to the Board addressing the D&O insurance implications of the board reconstitution:
(i) On June 9, 2024, C&H delivered a memorandum to the Board analyzing the duties and obligations of departing directors, including their continuing duty of loyalty and confidentiality, their document preservation and cooperation obligations, and their rights under AGMG's indemnification provisions and the D&O Policy.
(ii) On June 11, 2024, C&H delivered a supplemental memorandum specifically addressing the D&O insurance implications of the board reconstitution, including the coverage status of departing directors under the existing policy, the potential need for tail (extended reporting period) coverage, and the Board's fiduciary and contractual obligations to ensure adequate insurance protection for former directors.
B. Current Status
The current D&O Policy period extends through December 31, 2024. The departing directors — Kessler, Pemberton, and Delgado-Ríos — are covered as "insured persons" under the D&O Policy for acts, errors, and omissions occurring during their respective tenures on the Board, but only to the extent that claims are first made (or deemed first made) during the policy period and any applicable extended reporting period (commonly referred to as "tail" coverage). After the expiration of the current policy period on December 31, 2024, and absent the purchase of a separate tail endorsement or run-off policy, the departing directors will have no coverage under the D&O Policy for claims first made after that date, even if the underlying conduct occurred during their tenures.
The critical open question is whether the D&O Policy includes an automatic extended reporting period for directors who depart the Board during the policy period, or whether a separate tail endorsement must be affirmatively purchased. D&O policies vary significantly in their treatment of this issue. Some policies provide an automatic run-off period (typically one to six years) for departing directors at no additional cost; others require the company to purchase a separate tail endorsement, often at a significant premium, to extend the reporting period beyond the policy expiration date.
As of July 1, 2024, AGMG has not yet obtained a formal confirmation from Helmsley Indemnity Corp. regarding the following matters:
(a) Whether the D&O Policy includes an automatic extended reporting period for directors who depart during the policy period;
(b) If no automatic tail exists, whether a separate tail endorsement or run-off policy is available for the departing directors;
(c) The terms of any available tail coverage, including the duration of the extended reporting period, any sublimits or retention adjustments, and any additional exclusions;
(d) The pricing of any tail coverage endorsement or run-off policy; and
(e) Whether the board reconstitution event constitutes a reportable occurrence or material change under the policy that triggers notice obligations.
Hugh Pemberton warrants particular attention in this analysis. As a co-founder of AGMG who served on the Board from the Company's inception, and as a former holder of approximately 2.1% of the Company's outstanding common shares (approximately 8,664,600 shares), Pemberton's long tenure and insider status may give rise to unique exposure. Pemberton's involvement in the Company's early-stage corporate governance decisions, his participation in related-party transactions (if any), and his role during the CEO transition and proxy contest period may make him a more likely target for shareholder claims or derivative actions than the other departing directors.
C. Indemnification Considerations
In addition to D&O insurance coverage, the departing directors are entitled to indemnification under the Company's organizational documents, subject to the limitations imposed by Delaware law. The relevant provisions are as follows:
(i) Amended and Restated Bylaws (effective March 22, 2022): The Bylaws contain mandatory indemnification provisions requiring the Company to indemnify current and former directors to the fullest extent permitted by Delaware law, including indemnification against expenses (including attorneys' fees), judgments, fines, and settlement amounts incurred in connection with any action, suit, or proceeding arising by reason of their service as directors. The Bylaws also provide for mandatory advancement of expenses, subject to an undertaking by the director to repay such amounts if it is ultimately determined that the director is not entitled to indemnification.
(ii) Amended and Restated Certificate of Incorporation (effective March 22, 2022): The Certificate of Incorporation contains an exculpation provision pursuant to DGCL § 102(b)(7), eliminating the personal liability of directors for monetary damages for breach of fiduciary duty, except for liability arising from (a) breach of the duty of loyalty, (b) acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (c) improper distributions under DGCL § 174, or (d) transactions from which the director derived an improper personal benefit.
Successor counsel should review these provisions in conjunction with the D&O Policy to ensure that no gaps exist in the overall protection afforded to the departing directors. In particular, successor counsel should evaluate whether there are any categories of claims or liabilities for which the departing directors would not be covered by either the D&O Policy or the Company's indemnification obligations, and whether any supplemental protections (such as individual indemnification agreements) are warranted.
The departing directors were advised of their document preservation and cooperation obligations in C&H's June 9, 2024 memorandum. Successor counsel should confirm that each departing director has acknowledged these obligations in writing. To our knowledge, as of the date hereof, written acknowledgments have not been received from all three departing directors, and follow-up is required.
D. Recommendations for Successor Counsel
C&H respectfully recommends that successor counsel take the following actions in connection with D&O insurance tail coverage for the departing directors:
(i) Promptly Contact Helmsley Indemnity Corp. Successor counsel should contact Helmsley as soon as practicable to confirm the availability, terms, and pricing of tail coverage for Kessler, Pemberton, and Delgado-Ríos. Given that the current policy period expires on December 31, 2024, time is of the essence in confirming the tail coverage arrangements.
(ii) Board Authorization of Tail Policy Purchase. Successor counsel should evaluate whether the reconstituted Board should authorize the purchase of a run-off or tail policy for the departing directors, consistent with the Company's indemnification obligations under the Bylaws and the Certificate of Incorporation. The failure to procure adequate tail coverage could expose the Company to indemnification liability for claims that would otherwise have been covered by insurance, and could also give rise to claims by the departing directors for breach of the Company's indemnification obligations.
(iii) Notice of Board Reconstitution. Successor counsel should ensure that proper notice has been given to Helmsley of the board reconstitution event, which may constitute a reportable occurrence or material change under the D&O Policy. Many D&O policies require the insured entity to provide prompt notice of any change in the composition of the board of directors, and the failure to provide timely notice could jeopardize coverage.
(iv) Dame Elspeth Greenvale's Tail Coverage. The Board should consider whether Dame Elspeth Greenvale, whose appointment as Independent Non-Executive Chair (Transitional) is scheduled to expire on September 30, 2024, will also require tail coverage if she departs the Board at the conclusion of her transitional appointment. If Dame Elspeth's departure is anticipated, the tail coverage analysis should encompass her situation as well.
(v) Identification of Potential Claims. Successor counsel should conduct a review of potential claims or threatened claims that may arise from the proxy contest period, the CEO search process, the strategic alternatives review, or other corporate events during the departing directors' tenures, any of which could trigger coverage under the D&O Policy. Early identification of potential claims will facilitate timely notice to Helmsley and will inform the tail coverage analysis.
V. Issue 3: Hargrove Tate Partners LLC — Contract Status and Remaining Fee Obligations
A. Background
On March 15, 2024, the Nominating & Governance Committee of the Board retained Hargrove Tate Partners LLC ("Hargrove Tate"), an executive search firm with offices at 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116, to conduct a formal search for a permanent Chief Executive Officer to succeed Marcus Vane, who had resigned effective March 8, 2024. The retention was led by Christine Aldridge, Managing Partner of Hargrove Tate's CEO and Board Practice. The engagement was authorized by the Nominating & Governance Committee and ratified by the full Board.
The fee structure under the Hargrove Tate engagement letter is as follows:
• Total Flat Fee: $750,000, payable in three equal installments:
(a) First Installment — $250,000: Payable upon execution of the engagement letter (i.e., upon engagement);
(b) Second Installment — $250,000: Payable upon delivery by Hargrove Tate of a final candidate slate to the Special Committee; and
(c) Third Installment — $250,000: Payable upon completion of the placement (i.e., upon the appointment of a permanent CEO from among the candidates identified through the search process).
• Expenses: Reasonable out-of-pocket expenses (travel, candidate assessment tools, background checks, etc.) payable in addition to the flat fee.
Only the first installment of $250,000 was paid to Hargrove Tate upon execution of the engagement letter. The remaining $500,000 across the second and third installments remains unpaid as of the date hereof.
The CEO search was conducted under the oversight of the Special Committee, which was formed on March 18, 2024, and comprised the following directors:
• Tobias Kessler (Chair of the Special Committee)
• Lucinda Farrow-Grant
• Dr. Anwen Llewellyn
The search process progressed through the initial stages, including the development of a candidate specification, market mapping, identification and outreach to potential candidates, and preliminary candidate interviews. On April 18, 2024, the Special Committee conducted in-person interviews with five external candidates, including Jonathan Hale, the former Chief Executive Officer of Meridian Studios International Inc. The interviews were conducted at the offices of Calderwood & Harkness in New York. However, Hargrove Tate had not formally delivered a final candidate slate to the Special Committee before the search process was suspended.
B. Current Status
On June 14, 2024, the reconstituted Board passed a resolution tabling the CEO succession process indefinitely and dissolving the Special Committee. The resolution noted that the reconstituted Board intended to evaluate the Company's leadership needs and strategic direction before determining whether and how to proceed with the CEO search. Priya Nair-Whitfield continues to serve as Interim CEO, a position she has held since Marcus Vane's resignation on March 8, 2024.
As a consequence of the Board's resolution, the CEO search conducted by Hargrove Tate has been effectively suspended. However, as of July 1, 2024, AGMG has not formally notified Hargrove Tate of the suspension or termination of the search engagement. No communication has been sent to Christine Aldridge or any other representative of Hargrove Tate regarding the Board's June 14, 2024 resolution, and there has been no negotiation regarding the disposition of the remaining fee obligations or expenses incurred to date.
This state of affairs creates uncertainty regarding the Company's contractual obligations and potential financial exposure. The absence of a formal termination notice may affect the Company's rights and obligations under the engagement letter, including the accrual of expenses and the applicability of any termination fee or tail/placement protection provision.
C. Contractual Analysis
Successor counsel should conduct a thorough review of the Hargrove Tate engagement letter to determine the Company's rights and obligations in connection with the suspension or termination of the search engagement. In particular, successor counsel should analyze the following issues:
(a) Termination Provisions and Kill Fee. The engagement letter should be reviewed for any provisions governing the termination of the engagement by the Company, including any notice requirements, cure periods, and termination fees. Many executive search engagement letters include a "kill fee" or termination fee payable by the client in the event the engagement is terminated before completion of the search. If a kill fee applies, successor counsel should assess the amount and determine whether it is a fixed fee, a percentage of the total engagement fee, or a reimbursement of costs incurred to date.
(b) Second Installment Trigger. Successor counsel should assess whether the second installment of $250,000 — payable upon "delivery of [a] candidate slate" — was triggered by Hargrove Tate's work to date. Although Hargrove Tate had not formally delivered a final candidate slate to the Special Committee, preliminary candidate interviews were conducted on April 18, 2024, and it is possible that Hargrove Tate may argue that its delivery of preliminary candidate information constituted a partial or constructive delivery of the candidate slate sufficient to trigger the second installment. The engagement letter's precise language governing the deliverable and the conditions to payment will be determinative.
(c) Expense Reimbursement. The engagement letter should be reviewed to determine whether expenses incurred by Hargrove Tate to date are payable upon termination of the engagement regardless of whether the search was completed. Many executive search agreements provide for reimbursement of out-of-pocket expenses on a current or upon-termination basis, independent of the flat fee installment structure.
(d) Tail/Placement Protection Provision. This is a particularly important provision. Executive search engagement letters frequently include a "tail" or "placement protection" clause providing that if the client hires a candidate identified or introduced by the search firm within a specified period (typically 12 to 24 months) following the termination of the engagement, the placement fee (typically the final installment) becomes payable to the search firm. If the Hargrove Tate engagement letter contains such a provision, the Company's exposure could extend well beyond the formal termination of the search.
Based on the foregoing, the Company's potential liability exposure in connection with the Hargrove Tate engagement includes the following:
• Remaining unpaid installments: up to $500,000
• Accrued and unpaid expenses: amount to be determined
• Termination or kill fee (if applicable): amount to be determined
• Tail/placement fee (if applicable and triggered): up to $250,000 (the third installment)
Successor counsel should be particularly attentive to the tail/placement provision in connection with any future CEO appointment decisions. Priya Nair-Whitfield, the current Interim CEO, and Jonathan Hale, the former CEO of Meridian Studios International Inc., were both part of the search process. If the reconstituted Board ultimately appoints Nair-Whitfield as permanent CEO, or if it recruits Jonathan Hale or any other candidate identified through the Hargrove Tate search, the tail/placement provision may be triggered, and the placement fee would become payable regardless of whether Hargrove Tate was involved in the final appointment decision.
D. Recommendations for Successor Counsel
C&H respectfully recommends that successor counsel take the following actions in connection with the Hargrove Tate engagement:
(i) Formal Notification. Successor counsel should formally notify Hargrove Tate (through Christine Aldridge) of the Board's June 14, 2024 resolution tabling the CEO succession process and request a complete accounting of all fees and expenses incurred by Hargrove Tate to date in connection with the search engagement. The notification should be delivered in accordance with the notice provisions of the engagement letter to preserve the Company's contractual rights.
(ii) Fee Negotiation. Successor counsel should engage in good-faith negotiations with Hargrove Tate regarding the remaining fee obligations, including any termination fee. Given that the search was not completed through any fault of Hargrove Tate, the firm may be entitled to compensation for work performed and expenses incurred, even if the full $750,000 fee is not payable.
(iii) Preservation of Work Product. All Hargrove Tate work product generated during the search process — including candidate assessments, reference check materials, market analysis, compensation benchmarking data, and candidate profiles — should be preserved. These materials are the property of the Company (subject to the terms of the engagement letter) and may be relevant to a future CEO search if the Board elects to resume the process. In addition, certain Hargrove Tate materials may be subject to the attorney-client privilege or the work product doctrine to the extent they were generated at the direction of counsel in connection with the § 220 demand or other legal matters.
(iv) Tail/Placement Provision Analysis. Successor counsel should conduct a careful analysis of the tail/placement provision in light of the reconstituted Board's potential CEO appointment decisions. If the provision applies to Nair-Whitfield, Hale, or other candidates identified through the search, the Board should be advised of the financial implications before making any appointment decision.
VI. Issue 4: Stonebridge Crane & Co. — Engagement Status and Tail Fee Exposure
A. Background
On April 22, 2024, the Board, acting through the Special Committee, engaged Stonebridge Crane & Co. ("Stonebridge"), an investment bank with offices at 383 Madison Avenue, New York, New York 10179, to evaluate strategic alternatives for the Company. The engagement was initiated as a defensive measure in response to the Corvus Peak proxy contest and the associated public campaign by Corvus Peak for operational and governance reforms at AGMG. The lead banker on the engagement was Anil Kapoor-Mehta, Managing Director of Stonebridge's Financial Advisory Group.
Calderwood & Harkness played an active role in the negotiation of the Stonebridge engagement. Specifically:
(i) On April 21, 2024, C&H reviewed and marked up Stonebridge's proposed engagement letter, negotiating revisions to the scope of services, the fee structure, the indemnification provisions, the tail provision, and the termination mechanics.
(ii) On April 22, 2024, the Board authorized the engagement by formal resolution.
(iii) On April 26, 2024, C&H delivered a memorandum to the Board regarding confidentiality and information barrier protocols between the strategic alternatives review and the CEO search process. The memorandum addressed the risk of information leakage between the two processes and recommended the establishment of formal information barriers to protect the integrity of both processes and to minimize the risk of selective disclosure of material non-public information.
The fee structure under the Stonebridge engagement letter is as follows:
• Monthly Retainer: $250,000 per month, payable on the first business day of each calendar month during the term of the engagement;
• Transaction Fee: 0.25% of enterprise value, payable upon the consummation of a "change-of-control transaction" (as defined in the engagement letter, generally including any merger, acquisition, sale of substantially all assets, or other transaction resulting in a change of control of the Company);
• Tail Provision: The transaction fee is payable if a change-of-control transaction is consummated within a 12-month period following the effective date of termination of the engagement (the "Tail Period"), regardless of whether Stonebridge advised on, participated in, or was otherwise involved in the transaction.
B. Current Status
The reconstituted Board's June 14, 2024 resolution tabling the CEO succession process and dissolving the Special Committee did not specifically address the Stonebridge engagement. The resolution was focused on the CEO search and did not encompass the strategic alternatives review or the Stonebridge advisory relationship. As a practical matter, however, the strategic alternatives review has been effectively shelved by the reconstituted Board, which has shown no public interest in pursuing a change-of-control transaction.
Calderwood & Harkness delivered a memorandum to the Board on June 16, 2024 analyzing the fiduciary implications of shelving the strategic alternatives process, including the Board's obligations under Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986), and its progeny, and the termination provisions of the Stonebridge engagement letter. The memorandum concluded that, given the reconstituted Board's decision not to pursue a change-of-control transaction at this time, the Board had no fiduciary obligation to continue the strategic alternatives review, but recommended that the Board formally terminate the Stonebridge engagement to stop the accrual of monthly retainer fees and to establish a clear commencement date for the 12-month tail period.
As of July 1, 2024, AGMG has not formally terminated the Stonebridge engagement. The Firm understands that no written termination notice has been delivered to Stonebridge, and no oral communication regarding the status of the engagement has been conveyed to Anil Kapoor-Mehta or any other Stonebridge representative. As a consequence, monthly retainer fees of $250,000 per month may continue to accrue. Assuming the engagement has been active since April 22, 2024, and that retainer payments have been made through June 2024, the aggregate retainer fees paid or accrued to date are approximately $500,000 to $750,000, depending on the precise payment dates and whether the July 2024 retainer has accrued.
C. Tail Fee Exposure
The tail provision in the Stonebridge engagement letter represents a material contingent liability for the Company. The 12-month tail period commences upon the effective date of termination of the engagement. During the tail period, the 0.25% transaction fee is payable if any change-of-control transaction is consummated, regardless of whether Stonebridge was involved in that transaction.
Based on the Company's estimated enterprise value as of March 1, 2024, the tail fee exposure is calculated as follows:
• Estimated Enterprise Value: Approximately $8,650,000,000 (based on market capitalization as of March 1, 2024, plus net debt)
• Transaction Fee Rate: 0.25%
• Estimated Tail Fee: 0.25% × $8,650,000,000 = $21,625,000
This is a substantial contingent liability. If the reconstituted Board pursues or consummates a strategic transaction — whether a sale, merger, going-private transaction, or other change-of-control event — within 12 months of the effective termination date of the Stonebridge engagement, the tail fee of approximately $21.6 million would become payable to Stonebridge. This liability would arise irrespective of whether Stonebridge advised on, participated in, or even had knowledge of the transaction. The only way to avoid this exposure entirely is to refrain from any change-of-control transaction during the tail period.
The Board should be made aware that the tail fee calculation is based on enterprise value, not equity value, and that the enterprise value at the time of any actual transaction may differ — potentially significantly — from the March 1, 2024 estimate used here. If the Company's enterprise value increases between now and the consummation of any future transaction, the tail fee would be correspondingly higher.
D. Recommendations for Successor Counsel
C&H respectfully recommends that successor counsel take the following actions in connection with the Stonebridge engagement:
(i) Review of Engagement Letter. Successor counsel should review the Stonebridge engagement letter in full, with particular attention to the precise scope and mechanics of the tail provision, including the definition of "change-of-control transaction," any carve-outs or exceptions to the tail fee (e.g., transactions below a specified size threshold, transactions with specified parties, or transactions arising from pre-existing discussions), the method for calculating enterprise value, and the formal requirements for termination of the engagement.
(ii) Formal Termination. Successor counsel should promptly arrange for the formal termination of the Stonebridge engagement to stop the accrual of monthly retainer fees. The termination notice should be delivered in strict accordance with the notice provisions of the engagement letter, and successor counsel should negotiate the effective termination date and any amounts outstanding, including any retainer fees accrued but unpaid.
(iii) Tail Period Tracking. Once termination is effective, successor counsel should carefully track the commencement and expiration of the 12-month tail period and advise the Board that any strategic transaction discussions or negotiations during the tail period may trigger the estimated $21.6 million tail fee. The Board should be specifically advised to consider the tail fee exposure in any deliberations regarding strategic alternatives during the tail period.
(iv) Public Disclosure. Successor counsel should assess whether the Board's decision to shelve the strategic alternatives review requires any public disclosure, including the filing of a Current Report on Form 8-K with the SEC or the issuance of a Regulatory Information Service announcement in the UK. The materiality of the strategic alternatives review (and its termination) should be evaluated in light of the Company's securities law disclosure obligations.
(v) Engagement of Substitute Financial Advisor. If the reconstituted Board elects to engage a different financial advisor for any future strategic review, successor counsel should consider whether the engagement of a new advisor, or the consummation of a transaction with the assistance of a new advisor, would alter the tail fee analysis under the Stonebridge engagement letter. Many tail provisions apply regardless of whether a different advisor is engaged, but the specific language of the provision will be determinative.
VII. Issue 5: FCA/DTR Disclosure Obligations — Continuing Compliance Requirements
A. Background
As noted in Section I above, AGMG's ordinary shares are admitted to the premium segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L," in addition to the Company's primary listing on the New York Stock Exchange under the ticker symbol "AGMG." The Company's dual listing subjects it to two parallel regulatory disclosure regimes: the US securities laws administered by the Securities and Exchange Commission (the "SEC"), including the proxy rules under Section 14 of the Securities Exchange Act of 1934, and the UK disclosure requirements administered by the FCA under the Disclosure Guidance and Transparency Rules (the "DTR").
The DTR impose specific notification and disclosure obligations on listed companies and their shareholders, including:
• DTR 3 (Transactions by Persons Discharging Managerial Responsibilities): Requires persons discharging managerial responsibilities ("PDMRs"), including directors, and persons closely associated with them, to notify the Company (and the Company to notify the FCA) of transactions in the Company's shares, including purchases, sales, pledges, and other dealings, within specified time periods.
• DTR 5 (Vote Holder and Issuer Notification Rules): Requires shareholders to notify the Company (and the Company to notify the FCA and the market) when their holdings cross specified notification thresholds. For UK-listed issuers whose home member state is the United Kingdom, the initial notification threshold is 3% of voting rights, with subsequent notifications required at each 1% increment (i.e., 4%, 5%, 6%, etc.) above and below the initial threshold.
Calderwood & Harkness delivered a memorandum to the Board on April 3, 2024 analyzing the interaction between the US proxy rules and the UK DTR disclosure regime for dual-listed companies. The memorandum addressed, among other things, the differences in notification thresholds (the SEC's Schedule 13D threshold of 5% versus the FCA's DTR 5 threshold of 3%), the timing requirements for filings, and the practical challenges of coordinating compliance across both jurisdictions. The memorandum also addressed the potential application of the UK City Code on Takeovers and Mergers to any change-of-control transaction involving AGMG, although this issue was not developed further given the subsequent trajectory of events.
B. Current Status
The board reconstitution following the June 7, 2024 Annual General Meeting has given rise to several DTR compliance considerations that remain open as of the date hereof:
(i) DTR 3 — PDMR Notifications. The election of three new directors (Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu) and the departure of three former directors (Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos) may trigger notification obligations under DTR 3. New directors are PDMRs from the date of their appointment and must notify the Company of their personal holdings of AGMG shares within a prescribed period. Departing directors' PDMR status ceases upon their departure, but any transactions in AGMG shares by departing directors during the period immediately preceding and following their departure may trigger notification obligations. In particular, any dispositions by Kessler, Pemberton, or Delgado-Ríos of AGMG shares following their departure from the Board should be monitored for compliance.
(ii) Hugh Pemberton's Shareholding. Hugh Pemberton's personal shareholding of approximately 2.1% (8,664,600 shares) places him below the DTR 5 initial notification threshold of 3%. However, if Pemberton disposes of shares following his departure from the Board, and if his stake has at any point crossed a DTR 5 threshold, the disposal may itself trigger a notification obligation. Moreover, as a former PDMR, Pemberton may be subject to post-departure restrictions on share dealings under the Company's insider dealing policies and applicable law. Successor counsel should monitor Pemberton's shareholding position.
(iii) Corvus Peak's DTR 5 Notifications. Corvus Peak's 8.7% stake (35,896,200 shares) was disclosed in the US through SEC filings, including its amended Schedule 13D filed on February 26, 2024. However, the Company's compliance with corresponding UK DTR 5 notification requirements should be confirmed. Specifically, the Company should verify that it has properly disseminated through a Regulatory Information Service all DTR 5 notifications received from Corvus Peak in respect of the threshold crossings from 6.1% to 8.7%, or any intermediate thresholds (7%, 8%, etc.) crossed during the accumulation period.
(iv) Other Institutional Shareholders. Several other institutional shareholders hold significant positions in AGMG that are at or near DTR 5 notification thresholds. As of the most recently available public filings, these include:
Any changes in these shareholders' positions — whether through purchases, sales, or passive changes resulting from share buybacks or other corporate actions — that result in the crossing of a DTR 5 threshold would trigger notification obligations. Ongoing monitoring of major shareholder positions is essential to maintaining DTR 5 compliance.
C. Recommendations for Successor Counsel
C&H respectfully recommends that successor counsel take the following actions in connection with the Company's FCA/DTR disclosure obligations:
(i) Confirm DTR 5 Filing Status. Successor counsel should confirm that all DTR 5 notifications related to Corvus Peak's stake increase from 6.1% to 8.7% have been properly filed with the FCA and disseminated through a Regulatory Information Service, in addition to the SEC Schedule 13D filings in the US. Any gaps or deficiencies in the notification record should be remediated promptly.
(ii) Review DTR 3 Obligations. Successor counsel should review whether the board reconstitution triggers PDMR notification requirements under DTR 3 for the three new directors (Trask, Loring, and Chu) and whether any notifications are required in respect of the departing directors (Kessler, Pemberton, and Delgado-Ríos). The Company should ensure that all new PDMRs have been notified of their obligations under DTR 3 and the Company's own share dealing policies.
(iii) Assess Institutional Shareholder Positions. Successor counsel should assess whether any changes in the positions of Thorne Capital Management LP, Ridgeway Asset Management Ltd., Windermere Pension Trust, or other significant institutional shareholders have triggered or may trigger DTR 5 notifications. The Company's shareholder register and nominee disclosure information should be reviewed in consultation with the transfer agent (Atlas Shareholder Services Inc.) and the Company's corporate broker.
(iv) Engage UK Counsel. Given the complexity and jurisdictional specificity of UK disclosure obligations, successor counsel should consider engaging UK counsel for ongoing DTR compliance advice. C&H's London office, located at 25 Bishopsgate, London EC2N 3AR, was available to assist with UK regulatory matters during the engagement. Successor counsel may wish to engage specialized UK regulatory counsel or coordinate with AGMG's existing UK regulatory advisors to ensure seamless compliance with FCA requirements.
(v) Monitor for FCA Inquiries. The proxy contest period was characterized by active public discourse and significant shareholder activity, including Corvus Peak's public campaign, the Company's defensive measures, and the contested Annual General Meeting. Successor counsel should monitor for any FCA inquiries, information requests, or enforcement actions related to disclosures made during the proxy contest period, and should be prepared to respond to any such inquiries on behalf of the Company.
VIII. Secondary and Ancillary Open Matters
In addition to the five principal open issues addressed in Sections III through VII above, the following secondary and ancillary matters remain open as of the date hereof and may require the attention of successor counsel.
A. Ashworth Velmoran LLP Coordination
AGMG's standing outside counsel is Ashworth Velmoran LLP ("AK"), with offices at One Liberty Plaza, New York, New York 10006. The lead partner at AK is Martin Cho. AK has served as the Company's primary external legal counsel since approximately 2015, advising on general corporate matters, securities law compliance, commercial transactions, and regulatory affairs.
The Board's decision to engage Calderwood & Harkness as independent governance counsel in March 2024 was prompted, in significant part, by Corvus Peak's public characterization of AK as "management-aligned" and unsuitable to provide independent advice on the governance matters raised by the activist campaign. Corvus Peak asserted — in its February 26, 2024 amended Schedule 13D and in subsequent public communications — that AK's long-standing relationship with AGMG management, and in particular with former CEO Marcus Vane, compromised its ability to render disinterested advice on matters such as the CEO succession process, the response to the § 220 demand, and the evaluation of strategic alternatives.
To address these concerns and to delineate the respective roles of C&H and AK, C&H delivered a letter on March 19, 2024 to Martin Cho at AK establishing a coordination protocol between the two firms. The protocol provided, among other things, that:
(a) Calderwood & Harkness would serve as the Board's independent governance counsel on all matters related to the Corvus Peak activist campaign, the CEO succession process, the § 220 demand, and any related litigation or regulatory proceedings;
(b) Ashworth Velmoran would continue to serve as the Company's general corporate counsel on all other matters, including routine securities law compliance, commercial transactions, and day-to-day legal operations;
(c) Information sharing between the two firms would be subject to a need-to-know protocol, and privileged information generated by either firm would not be shared with the other without prior authorization from the General Counsel; and
(d) Both firms would coordinate with Nadine Khalil, General Counsel & Corporate Secretary, as the primary point of contact for the Company.
With the termination of C&H's engagement and the engagement of BHC as successor governance counsel, the coordination protocol established by C&H's March 19, 2024 letter will need to be revisited or replaced. Successor counsel should clarify with the Board and with Nadine Khalil whether AK's role will continue, be modified, or be terminated in light of the board reconstitution and the new governance counsel arrangement. In particular, successor counsel should assess whether the reconstituted Board's engagement of BHC diminishes or eliminates the need for AK's continued involvement, or whether AK's institutional knowledge and long-standing relationship with the Company continue to serve a useful function.
B. CEO Succession Process — Preservation of Process Integrity
Although the CEO succession process has been tabled indefinitely pursuant to the reconstituted Board's June 14, 2024 resolution, the process may be resumed at any time by the Board. The preservation of the integrity of the work performed to date is therefore important.
Priya Nair-Whitfield continues to serve as Interim Chief Executive Officer, a position she has held since Marcus Vane's resignation on March 8, 2024. Nair-Whitfield is a 12-year AGMG veteran who joined the Company in 2012 as Senior Vice President of Digital Strategy, was promoted to Executive Vice President of Streaming in 2017, and was named Chief Operating Officer in 2020. She is widely credited with leading the conceptualization and launch of the Luminos streaming platform in 2019, which has become one of AGMG's most significant growth engines. Her deep institutional knowledge and operational experience have been noted by analysts and shareholders as assets that may weigh in favor of her permanent appointment.
Jonathan Hale remains a potential external candidate for the CEO position. Hale serv

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