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PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

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

March 17, 2024

MEMORANDUM

TO: The Board of Directors of Aurelius Global Media Group PLC

Attention: Dame Elspeth Greenvale, Independent Non-Executive Chair

Nadine Khalil, General Counsel & Corporate Secretary

FROM: Nathaniel Bower, Partner, Calderwood & Harkness LLP Colette Whitman, Partner, Calderwood & Harkness LLP Audrey Zhou, Associate, Calderwood & Harkness LLP

RE: Special Committee Charter — Best Practices and Proposed Terms for the CEO Succession and Activist Response Special Committee

MATTER NO.: 1017-00002

This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product. It is provided solely for the use of the Board of Directors of Aurelius Global Media Group PLC and should not be reproduced, disseminated, or disclosed to any third party without the prior written consent of Calderwood & Harkness LLP.

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I. Executive Summary

The purpose of this memorandum is to advise the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") on best practices under Delaware law, applicable New York Stock Exchange ("NYSE") listing standards, and market norms for establishing a Special Committee (the "Committee") to oversee two interrelated and time-sensitive matters: (a) the CEO succession process following the resignation of Marcus Vane, effective March 8, 2024, and (b) the Board's response to the activist campaign initiated by Corvus Peak Capital Partners LP ("Corvus Peak"), which as of its amended Schedule 13D filed February 26, 2024, holds approximately 8.7% of the Company's outstanding common shares.

These two matters are inextricably linked. Corvus Peak has expressly tied its director nominations and public demands to its dissatisfaction with the Board's management succession planning, and any resolution of the activist campaign will necessarily involve consideration of the leadership trajectory of the Company. A single Special Committee with a dual mandate is, in our view, the most effective structure for ensuring coordinated, well-informed, and fiduciarily sound decision-making across both workstreams.

Our principal recommendations are as follows:

• The Board should establish a three-member Special Committee composed exclusively of independent, disinterested non-executive directors, vested with sole and exclusive authority over both the formal CEO search process and the activist response.

• The proposed members are Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn. This composition deliberately includes directors who have expressed differing preliminary preferences regarding the permanent CEO appointment, thereby enhancing the perceived neutrality of the Committee and reducing the risk that its work product is viewed as predetermined.

• The Committee should have independent access to legal, financial, and executive search advisors — including Calderwood & Harkness LLP ("C&H") as independent governance counsel, Hargrove Tate Partners LLC as executive search firm, and any financial advisor subsequently retained for strategic alternatives review — without management intermediation.

• The Committee should operate under a formal charter adopted by the full Board, containing detailed provisions regarding scope of authority, meeting procedures, reporting obligations, confidentiality, and duration.

By way of context, the Board currently has nine voting members following the vacancy created by Mr. Vane's departure (the Board has ten authorized seats). The Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer, as Interim CEO on March 8, 2024. The Nominating & Governance Committee retained Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner) as executive search firm on March 15, 2024. Corvus Peak submitted formal director nominations on March 1, 2024, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu for election at the 2024 Annual General Meeting. These nominations were submitted within the advance notice window established by the Company's Amended and Restated Bylaws (February 10 – March 11, 2024). Calderwood & Harkness was engaged as independent governance counsel to the Board on March 12, 2024, following the Board's determination that the engagement of counsel independent of management was appropriate in light of the circumstances described herein.

This memorandum should be read in conjunction with two companion memoranda that Calderwood & Harkness will deliver in the coming days: (i) the CEO Search Process — Recommended Governance Protocols memorandum (to be delivered March 20, 2024), which will address the substantive and procedural aspects of the CEO search in greater detail, and (ii) the initial Board Fiduciary Duties memorandum (to be delivered March 25, 2024), which will provide a comprehensive overview of the fiduciary duties of the Board and the Special Committee members in the context of the activist campaign and any potential defensive measures.

II. Background and Factual Context

A. Marcus Vane's Departure and Interim Leadership

Marcus Vane resigned as Chief Executive Officer of AGMG effective March 8, 2024, citing "personal and family considerations" in his letter of resignation delivered to the Board on March 6, 2024. Mr. Vane had served as CEO since 2016, a tenure of approximately eight years during which he was broadly credited with overseeing AGMG's strategic pivot to streaming through the development and launch of the Luminos platform in 2019, as well as the Company's expansion into direct-to-consumer e-commerce. Under his leadership, AGMG's annual revenue grew from approximately $3.1 billion in fiscal year 2016 to approximately $6.8 billion in fiscal year 2023, although the Company's share price has underperformed the S&P 500 Media & Entertainment subindex by approximately 14 percentage points over the trailing twelve-month period ending February 29, 2024 — a fact that has been a focal point of Corvus Peak's public and private communications with the Board.

Pursuant to the terms of his employment agreement dated April 12, 2016, as amended on January 8, 2021 (the "Vane Employment Agreement"), Mr. Vane is entitled to severance payments totaling approximately $14.8 million, consisting of:

• Two times base salary: 2 × $2,400,000 = $4,800,000;

• Two times target annual bonus: 2 × $2,400,000 = $4,800,000; and

• Accelerated vesting of outstanding equity awards with an estimated value, based on the closing share price on March 8, 2024, of approximately $5,200,000.

Payment of the severance is subject to Mr. Vane's execution and non-revocation of a customary release of claims, which is expected to be delivered within the contractual twenty-one-day consideration period. Mr. Vane is also subject to a restrictive covenant that includes an eighteen-month non-competition provision (expiring September 8, 2025) and a two-year non-solicitation provision (expiring March 8, 2026). Ashworth Velmoran LLP is managing the separation agreement process on behalf of the Company.

On March 8, 2024, immediately following the effective date of Mr. Vane's resignation, the Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer, as Interim CEO. Ms. Nair-Whitfield, age 48, is a twelve-year AGMG veteran who joined the Company in 2012 as Senior Vice President of Digital Strategy and was promoted to COO in 2018. She played a leading role in the development and launch of the Luminos streaming platform and has been widely recognized in industry circles as a potential successor to Mr. Vane. She will continue to serve as an Executive Director on the Board in her capacity as Interim CEO. The Board's designation of Ms. Nair-Whitfield as Interim CEO was not intended to, and should not be construed as, a predetermination of the outcome of the formal CEO succession process.

B. Corvus Peak Activist Campaign

Corvus Peak Capital Partners LP is a Delaware limited partnership headquartered in New York, New York, with assets under management of approximately $7.2 billion as of its most recent Form ADV filing. The fund's Founding Partner and Chief Investment Officer is Damien Solberg; the Portfolio Manager responsible for the AGMG investment is Erin Nakamura. Corvus Peak is a well-known activist fund that has pursued public campaigns at numerous media, technology, and consumer companies over the past decade, with a track record that includes both negotiated settlements and contested proxy fights.

The timeline of Corvus Peak's accumulation and activism is as follows:

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

• February 12, 2024: Corvus Peak delivered a formal demand letter to the Board (addressed to Dame Greenvale) seeking: (i) the appointment of two new independent directors with relevant industry experience, to be identified through a collaborative process with Corvus Peak; (ii) a comprehensive strategic review of AGMG's business portfolio, with particular focus on the underperformance of the Luminos platform relative to competitors; and (iii) the development and public disclosure of a formal CEO succession plan. The letter was characterized by Corvus Peak as a "constructive engagement" and expressed willingness to work collaboratively with the Board, while explicitly reserving Corvus Peak's right to pursue all available remedies, including a contested election, if the Board failed to engage in good faith.

• February 26, 2024: Corvus Peak filed an amended Schedule 13D disclosing an increase in its beneficial ownership stake to 8.7%, representing approximately 35,896,200 shares out of 412,600,000 shares of common stock outstanding. Based on information disclosed in the filing, Corvus Peak's average cost basis is approximately $20.97 per share, representing a total investment of approximately $752.8 million.

• March 1, 2024: Corvus Peak delivered formal director nominations to the Company's Corporate Secretary pursuant to the advance notice provisions of the Company's Amended and Restated Bylaws, nominating the following three individuals for election to the Board at the 2024 Annual General Meeting:

1. Malcolm Trask, age 58, former Chief Executive Officer of Archway Digital Holdings Inc. (2015–2022), where he oversaw the company's digital transformation and a 67% increase in shareholder value during his tenure;

2. Vanessa Loring, age 44, Managing Director at Corvus Peak Capital Partners LP, who has served as a portfolio manager and has represented Corvus Peak on the boards of three portfolio companies; and

3. Dr. Raymond Chu, age 61, former President of Helix Media Networks Inc. (2010–2019) and current board member of two publicly traded technology companies.

The nominations were submitted within the advance notice window established by the Company's Amended and Restated Bylaws, which runs from February 10 through March 11, 2024 (not less than 90 nor more than 120 days prior to the first anniversary of the preceding year's annual meeting). The nominations therefore satisfy the procedural requirements of the Bylaws and are properly before the Company for inclusion in the 2024 AGM proxy materials.

Corvus Peak is represented by Blackthorn Howell & Crane LLP (Lead Partner: Dominic Sayer), a firm with a well-established activist defense and offensive practice. Corvus Peak has retained Falconer Strauss LLC (Lead Contact: Derek Huang) as its proxy solicitor. AGMG management, acting through the General Counsel's office, engaged Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director) on February 28, 2024 to advise on proxy defense strategy. The formal engagement of Citrine predated the engagement of Calderwood & Harkness and was authorized by Nadine Khalil in consultation with Dame Greenvale.

C. Current Board Composition and Factional Dynamics

Following Mr. Vane's resignation, the Board has nine voting members (out of ten authorized seats), as follows:

Based on our discussions with Dame Greenvale and Nadine Khalil, as well as our own assessment of the Board dynamics, we understand that the current Board is not monolithic in its views regarding the permanent CEO appointment. The following informal alignment has emerged:

• Directors supporting the candidacy of Priya Nair-Whitfield for permanent CEO: Dame Elspeth Greenvale, Lucinda Farrow-Grant, Hugh Pemberton, and Sofia Delgado-Ríos (four directors).

• Directors favoring an external candidate, particularly Jonathan Hale (former CEO of Meridian Broadcasting Ltd.): Tobias Kessler, Reginald Osei, and Dr. Anwen Llewellyn (three directors).

• Neutral/undecided: Garrett Voss (one director).

We emphasize that these alignments reflect preliminary preferences as communicated to us and are not fixed positions. The entire purpose of the Special Committee process is to ensure that the permanent CEO selection is made through a rigorous, well-informed, and open process that evaluates all qualified candidates on their merits — rather than through an informal factional contest on the full Board.

For purposes of Special Committee composition, the two Executive Directors — Ms. Nair-Whitfield and Mr. Voss — are not eligible for membership due to their lack of independence. Ms. Nair-Whitfield is herself a candidate for the permanent CEO role and has a fundamental conflict of interest. Mr. Voss, as CFO, reports to the Interim CEO and cannot be considered independent for these purposes. Hugh Pemberton, the Company's co-founder, holds a personal shareholding of approximately 2.1% of outstanding shares (approximately 8,664,600 shares), which, combined with his long tenure on the Board (he has served continuously since the Company's inception in 2009) and his age (71), raises material questions regarding his independence under both the Delaware law standard and the NYSE listing standards. We address these considerations in greater detail in Section IV below.

D. Role of Existing Advisors

The Company has engaged, or management has engaged on its behalf, several professional advisors whose roles are relevant to the Special Committee's mandate. Clear delineation of these roles is essential to maintaining the integrity and independence of the Committee's work.

Ashworth Velmoran LLP (Martin Cho, Lead Partner) has served as standing outside counsel to AGMG management since 2015. Ashworth Velmoran provides legal services to the Company across a broad range of matters, including corporate transactions, commercial contracts, employment matters, and regulatory compliance. Corvus Peak has characterized Ashworth Velmoran as "management-aligned" in its correspondence with the Board, and this characterization was a significant factor in the Board's decision on March 12, 2024 to engage Calderwood & Harkness as independent governance counsel. While we have no reason to question Ashworth Velmoran's professional competence or ethical standards, the perception of alignment with management is itself a governance risk that must be managed, particularly in the context of a contested election where the independence and integrity of the Board's process will be subject to intense scrutiny by Corvus Peak, the proxy advisory firms, and potentially the Court of Chancery.

Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner) was retained by the Nominating & Governance Committee on March 15, 2024 to conduct the formal executive search for a permanent CEO. The engagement fee is $750,000 on a flat-fee basis, plus reasonable out-of-pocket expenses, payable in three installments: $250,000 upon engagement (paid March 15, 2024), $250,000 upon presentation of a long-list of candidates, and $250,000 upon the appointment of a permanent CEO. Hargrove Tate is a leading global executive search firm with significant experience in media and entertainment CEO placements. We understand that the firm was selected through a competitive process managed by the Nominating & Governance Committee, with proposals also received from two other firms. As set forth in Section V below, we recommend that the Special Committee assume authority to direct Hargrove Tate's work and approve the candidate slate, with the engagement itself remaining in place.

Brackenridge Howard Associates Inc. (Miriam Estabrook, Lead Consultant) advises the Compensation Committee on executive compensation benchmarking, including CEO compensation. The Special Committee will need to coordinate with Brackenridge Howard as the search process advances to the compensation negotiation stage. We recommend that the Committee have direct authority to engage with Brackenridge Howard regarding compensation benchmarking for the permanent CEO role.

Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director) was engaged by AGMG management on February 28, 2024 to advise on proxy defense strategy in connection with the anticipated contested election at the 2024 AGM. Citrine is a well-regarded proxy advisory and solicitation firm with experience in contested elections in the media and technology sectors. The Special Committee should have authority to direct Citrine's work on the activist response, in coordination with Calderwood & Harkness.

III. Delaware Law Framework for Board Committees

A. Statutory Authority Under DGCL § 141(c)

Section 141(c)(1) of the Delaware General Corporation Law (the "DGCL") provides that "[a]ny such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation." This broad grant of authority is subject to certain enumerated statutory exceptions. A committee of the board may not:

(i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval;

(ii) adopt, amend, or repeal any bylaw of the corporation; or

(iii) approve any amendment to the certificate of incorporation, adopt an agreement of merger or consolidation, recommend a sale, lease, or exchange of all or substantially all of the corporation's property and assets, recommend a dissolution of the corporation or a revocation of a dissolution, or, unless expressly authorized by the resolution or bylaws, declare a dividend, authorize the issuance of stock, or adopt a certificate of ownership and merger.

Importantly, none of the matters that the proposed Special Committee is charged with overseeing — the CEO succession process and the activist response — falls within these statutory exceptions. The appointment of a CEO is a management decision well within the authority of the board and, by extension, a duly authorized committee. Similarly, the development and implementation of a strategy for responding to an activist shareholder, including the evaluation of potential settlement or cooperation agreements, the defense of a proxy contest, and the consideration of defensive measures, are all matters of business and affairs over which a committee may be granted full authority.

AGMG was incorporated in the State of Delaware, with its Certificate of Incorporation originally filed on September 14, 2009 (Delaware File Number 4827193; Employer Identification Number 26-4831097). All governance instruments of the Company — including the Certificate of Incorporation, the Amended and Restated Bylaws, and any committee charters — are governed by the DGCL. The Company's Amended and Restated Bylaws (effective March 22, 2022) include committee formation provisions consistent with DGCL § 141(c), expressly authorizing the Board to designate one or more committees and to delegate to such committees the powers and authority of the Board to the fullest extent permitted by law. The proposed Special Committee Charter is fully consistent with these existing governance instruments.

B. Independence Standards

The selection of Special Committee members must satisfy two distinct but overlapping sets of independence standards: the standard articulated by Delaware courts, and the listing standards of the NYSE.

Delaware Law Standard. Under Delaware law, a director is considered "independent" if they are able to base their decision on the merits of the subject before them without being governed by extraneous considerations or relationships. The Delaware Court of Chancery has emphasized that independence is a fact-specific inquiry that looks at whether the director is, for any reason, so "beholden" to an interested party that their "discretion would be sterilized." See Beam ex rel. Martha Stewart Living Omnimedia, Inc. v. Stewart, 845 A.2d 1040 (Del. 2004); In re Ostrander Corporation. Derivative Litig., 824 A.2d 917 (Del. Ch. 2003). Relevant factors include personal and professional relationships, financial ties, familial connections, and any other circumstances that could reasonably be expected to affect the director's ability to exercise independent judgment.

In the context of a Special Committee formed to address a contested CEO succession and activist campaign, the independence inquiry is particularly searching. The Court of Chancery has shown heightened willingness to scrutinize the independence of committee members when the committee is charged with overseeing a process that involves significant potential for conflicts of interest — for example, when one or more internal candidates have close relationships with certain directors, or when the activist's demands implicate the tenure or reputation of incumbent Board members.

NYSE Listing Standards. AGMG is listed on the NYSE under the ticker symbol "AGMG." Under the NYSE Listed Company Manual, Section 303A.01 requires that a majority of the board of a listed company be composed of independent directors. Independence is defined in Section 303A.02, which sets forth both a general standard (no material relationship with the listed company) and a series of "bright-line" exclusionary tests (e.g., employment by the company within the last three years, receipt of more than $120,000 in direct compensation from the company in any twelve-month period within the last three years, affiliation with or employment by the company's auditor, and certain interlocking relationships). Additional independence requirements apply to members of the Audit Committee (Section 303A.06), the Compensation Committee (Section 303A.05), and the Nominating/Corporate Governance Committee (Section 303A.04).

While the NYSE rules do not prescribe specific independence standards for ad hoc special committees, the Board would be well-served by ensuring that each member of the Special Committee satisfies the most rigorous applicable standard — i.e., that each member is independent both under the Delaware common law standard and under the NYSE bright-line tests — to maximize the Committee's credibility and minimize the surface area for challenge by Corvus Peak or its counsel.

Enhanced Scrutiny. Where a board committee is charged with overseeing a potentially conflict-laden process, Delaware courts have subjected the committee's independence and process to enhanced scrutiny. This is particularly relevant here, where the CEO succession process intersects with an activist campaign that has expressly questioned the Board's governance and decision-making. As discussed further in Section III.C below, the applicable standards of review may include the Unocal/Unitrin framework (if the Board takes defensive measures in response to the activist threat), Revlon duties (if the succession process intersects with change-of-control considerations), and Blasius concerns (if any Board action is taken primarily to interfere with shareholder franchise). In each of these contexts, the independence and disinterestedness of the committee members is a threshold question that will determine the level of deference the court affords to the committee's decisions.

We have analyzed the independence of each current director in Section IV below and have concluded that the proposed members — Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — each satisfy the applicable independence standards for purposes of Special Committee service.

C. Fiduciary Duties of Special Committee Members

Each member of the Special Committee will owe fiduciary duties of care and loyalty to AGMG and its stockholders in the exercise of the Committee's delegated authority. These duties are amplified by the significance of the matters entrusted to the Committee and the potential for litigation if the process is perceived as unfair or predetermined.

Duty of Care. The duty of care requires that directors make informed decisions, engage in adequate deliberation, and avail themselves of all material information reasonably available before acting. In the Special Committee context, this duty is fulfilled through regular meetings, careful review of materials provided by the executive search firm and other advisors, substantive questioning of candidates and advisors, and reliance on expert advice. The duty of care also requires that the Committee's deliberations be documented through contemporaneous minutes, as we discuss in greater detail in Section VII below.

Duty of Loyalty. The duty of loyalty requires that directors act in good faith and in the honest belief that their actions are in the best interests of the corporation and its stockholders. Committee members must be free from self-dealing and must not allow personal interests, relationships, or biases to influence their decision-making. The duty of loyalty also encompasses the obligation of good faith, which requires directors to act with an honest purpose, to refrain from acting for improper purposes, and to exercise oversight responsibility.

Enhanced Scrutiny Standards. Depending on the specific actions taken by the Committee and the full Board, one or more enhanced scrutiny standards may apply:

• Unocal/Unitrin standard: If the Board, acting on the Committee's recommendation, adopts defensive measures in response to the Corvus Peak campaign — such as a shareholder rights plan (poison pill), bylaw amendments, or other actions designed to impede or deter the activist's objectives — those measures will be subject to enhanced scrutiny under Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995). Under Unocal, the Board must demonstrate that (i) it had reasonable grounds for believing that a danger to corporate policy and effectiveness existed, and (ii) the defensive measures adopted were reasonable in relation to the threat posed. The independence and good faith of the committee recommending the measures is critical to satisfying the first prong of this test.

• Revlon duties: If at any point the CEO succession process intersects with change-of-control considerations — for example, if the appointment of a particular CEO is linked to or facilitates a sale or merger of the Company — the Board's duties may shift to Revlon mode, requiring the Board to seek the best reasonably available price for stockholders. See Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986). While we do not presently anticipate that Revlon will be triggered by the CEO succession process alone, the Committee should remain alert to the possibility, particularly if Corvus Peak's demands evolve to include a sale or strategic combination.

• Blasius concerns: If any action taken by the Board or the Committee is perceived as primarily motivated by a desire to interfere with the stockholder franchise — e.g., by manipulating the composition of the Board or the timing of the AGM to disadvantage Corvus Peak's nominees — the Board may face heightened scrutiny under Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988). Under Blasius, the Board bears the burden of demonstrating a "compelling justification" for such action, a standard that is extremely difficult to satisfy.

Importance of Process. In all of these contexts, the Delaware courts have emphasized that process matters. A well-documented, deliberate, and good-faith process is the Board's best defense against fiduciary challenges. The Special Committee should maintain contemporaneous documentation of all meetings and deliberations, ensure regular attendance by independent counsel, and demonstrate through its actions that it engaged in a genuinely open and rigorous evaluation of all relevant considerations. We address process integrity in detail in Section VII below.

IV. Recommended Special Committee Composition

A. Three-Member Committee

We recommend that the Special Committee be composed of three independent, disinterested non-executive directors. Three members represent the smallest committee size that provides a meaningful diversity of perspectives, allows for substantive deliberation, and avoids an unwieldy process. A three-member committee is standard practice in Delaware for special committees addressing contested matters, including management buyouts, related-party transactions, and activist response. The use of an odd number also avoids the risk of voting deadlocks, which can paralyze committee decision-making at critical junctures.

A larger committee — four or five members — would not, in our view, materially improve the quality of the Committee's work, and could introduce logistical complications (particularly with respect to scheduling, quorum, and the management of confidential information) that would offset any marginal benefit. Moreover, given the relatively small size of the Board (nine voting members, of whom only seven are non-executive directors and only five or six are clearly independent), a larger committee would risk depleting the pool of independent directors available for other governance functions, including service on the Audit, Compensation, and Nominating & Governance Committees.

B. Proposed Members

We recommend the following three directors for appointment to the Special Committee:

1. Tobias Kessler (Chair)

Mr. Kessler, age 63, is a retired Managing Partner of Kessler Marsh Advisory LLP, a corporate advisory firm. He has served as an independent non-executive director of AGMG since 2019. Mr. Kessler brings substantial advisory and governance expertise to the Committee, including experience advising boards on CEO succession, strategic reviews, and shareholder engagement. He satisfies both the Delaware law and NYSE independence standards and has no material financial, personal, or professional relationships with the Company, its management, or Corvus Peak that would compromise his ability to serve as an impartial arbiter.

We note that Mr. Kessler has been identified as a director who, based on preliminary discussions, favors the candidacy of an external candidate for the permanent CEO role, particularly Jonathan Hale. We have considered whether this preliminary preference disqualifies Mr. Kessler from serving as Committee Chair and have concluded that it does not. A preliminary preference for one candidate over another, standing alone, does not create a disqualifying conflict of interest under Delaware law. What matters is that the Committee member is willing and able to set aside any preliminary preference and engage in a genuinely open process that evaluates all candidates on their merits. We have discussed this expectation with Mr. Kessler, and he has confirmed his willingness to serve in this capacity. His designation as Chair reflects his governance expertise, his stature among Board members, and our assessment that he commands the respect necessary to lead a fair and credible process.

2. Lucinda Farrow-Grant

Ms. Farrow-Grant, age 55, is the CEO of Farrow-Grant Ventures Ltd., a private investment and advisory firm focused on media and consumer brands. She has served as an independent non-executive director of AGMG since 2020. Ms. Farrow-Grant satisfies both the Delaware law and NYSE independence standards. She has deep industry knowledge and entrepreneurial experience that will be valuable in evaluating CEO candidates.

Ms. Farrow-Grant has been identified as a director who, based on preliminary discussions, favors the candidacy of Priya Nair-Whitfield for permanent CEO. Her inclusion on the Committee alongside Mr. Kessler and Dr. Llewellyn provides ideological balance and reduces the risk that the Committee is perceived as tilted toward any particular outcome. We have discussed the importance of an open process with Ms. Farrow-Grant, and she has expressed her commitment to evaluating all candidates fairly and on their merits.

3. Dr. Anwen Llewellyn

Dr. Llewellyn, age 46, is a professor of corporate strategy at Ashford Business School, where she is also the director of the Centre for Corporate Governance Research. She has served as an independent non-executive director of AGMG since 2021. Dr. Llewellyn satisfies both the Delaware law and NYSE independence standards. Her academic governance expertise will be particularly valuable in ensuring the integrity and rigor of the Committee's process, and her familiarity with best practices in corporate governance will inform the Committee's approach to documentation, deliberation, and advisor engagement.

Dr. Llewellyn has been identified as a director who, based on preliminary discussions, favors the candidacy of an external candidate for the permanent CEO role. As with Mr. Kessler, we have discussed the expectations of open-minded deliberation with Dr. Llewellyn, and she has confirmed her commitment to a fair process.

Compositional Balance. The proposed composition deliberately includes directors who have expressed different preliminary preferences: two directors (Kessler and Llewellyn) who initially lean toward an external candidate, and one director (Farrow-Grant) who initially leans toward Ms. Nair-Whitfield. This 2-to-1 configuration is, in our view, the best available option among the pool of eligible directors. It reduces the risk that the Committee is viewed by Corvus Peak or the market as a vehicle for a predetermined internal promotion, while also ensuring that Ms. Nair-Whitfield's candidacy will have a vigorous advocate at the Committee table. We emphasize that the committee composition requires all members to set aside their preliminary preferences and engage in a genuinely open process; the balance of preliminary leanings is a structural safeguard against the perception of predetermination, not a substitute for substantive fair-dealing.

C. Directors Excluded from Membership and Rationale

We have considered each of the remaining directors for possible Committee membership and recommend against their inclusion for the reasons set forth below.

Dame Elspeth Greenvale. As Independent Non-Executive Chair of the Board, Dame Greenvale occupies a unique governance role that would be compromised by service on the Special Committee. The Chair should retain an oversight role over the full Board and serve as the primary liaison between the Committee and the full Board, facilitating communication and ensuring that the Board's interests are represented without unduly influencing the Committee's deliberative process. Additionally, Dame Greenvale has been identified as a supporter of Ms. Nair-Whitfield's candidacy, and her inclusion on the Committee could create the appearance that the Committee is a vehicle for the Chair's preferred outcome.

Priya Nair-Whitfield. Ms. Nair-Whitfield is excluded from Committee membership because she is herself a candidate for the permanent CEO role. Her participation in the Committee's deliberations would create a fundamental and irreconcilable conflict of interest. As an Executive Director, she also does not satisfy the independence requirements for Committee membership.

Garrett Voss. Mr. Voss is excluded as an Executive Director (serving as Chief Financial Officer) who reports directly to the Interim CEO. He is not independent for purposes of this Committee under either the Delaware law standard or the NYSE listing standards. His neutral/undecided posture on the CEO succession question does not cure this independence deficiency.

Hugh Pemberton. Mr. Pemberton is a co-founder of AGMG who has served on the Board since the Company's inception in 2009 — a tenure of approximately fifteen years. He holds a personal shareholding of approximately 2.1% of the Company's outstanding common shares (approximately 8,664,600 shares), with a current market value of approximately $182 million. While Mr. Pemberton is classified as a non-executive director, his foundational role in the Company, his long tenure, his significant personal financial stake, and his age (71) collectively raise material questions regarding his independence under the Delaware law standard. Additionally, Corvus Peak has specifically identified Mr. Pemberton as a director whose independence it questions, and his inclusion on the Committee would provide an easy target for challenge by Corvus Peak's counsel. Mr. Pemberton has also been identified as a supporter of Ms. Nair-Whitfield, further complicating the optics of his potential Committee membership.

Reginald Osei. Mr. Osei is an independent NED who satisfies the applicable independence standards and could serve effectively on the Committee. However, he has been identified as a director who favors the candidacy of an external candidate. Including three directors who lean toward an external candidate (Kessler, Osei, and Llewellyn) on a three-member Committee would create a 3-to-0 imbalance that could be characterized by Ms. Nair-Whitfield's supporters — and potentially by the market — as a predetermined outcome against the internal candidate. This perception would undermine the Committee's credibility and could expose the Board to criticism from institutional shareholders, proxy advisory firms, and the media. We recommend that Mr. Osei be designated as an alternate member of the Committee, available to fill any vacancy that may arise if one of the proposed members is unable to serve.

Sofia Delgado-Ríos. Ms. Delgado-Ríos is an independent NED who satisfies the applicable independence standards. However, she has been identified as a supporter of Ms. Nair-Whitfield. Including her alongside Ms. Farrow-Grant would create a 2-to-1 imbalance in favor of the internal candidate, which could invite criticism from Corvus Peak that the Committee is a vehicle for a predetermined internal succession. We recommend that Ms. Delgado-Ríos not serve on the Committee for these compositional reasons.

V. Recommended Scope of Authority

A. CEO Succession Process

The Special Committee should be granted sole and exclusive authority to oversee and direct the formal CEO search process, subject only to the full Board's retained authority to make the final appointment decision. Specifically, the Committee should be authorized to:

1. Establish evaluation criteria for the permanent CEO position, including desired qualifications, experience, competencies, and leadership attributes, taking into account the Company's strategic priorities, the competitive landscape, and the expectations of the Company's stockholders, employees, and other stakeholders.

2. Direct the work of Hargrove Tate Partners LLC (the executive search firm), including approving the scope and methodology of the search, reviewing the long-list and short-list of candidates, and providing feedback and direction as the search progresses. The Committee should approve the candidate slate before any candidates are presented to the full Board.

3. Conduct candidate interviews and engage in direct assessment of both internal and external candidates, including Ms. Nair-Whitfield, Jonathan Hale, and any other candidates identified through the search process.

4. Request background investigations and reference checks on candidates as the Committee deems appropriate.

5. Evaluate candidates against the established criteria, taking into account the views of key stakeholders (including senior management, the Company's institutional shareholders, and the Committee's advisors), and make a recommendation to the full Board regarding the selection of a permanent CEO.

6. Determine the timeline for the search process, balancing the need for thoroughness with the organizational imperative of resolving the leadership question within a reasonable timeframe. The full Board's final appointment authority shall remain in effect, and the Committee's recommendation shall not be binding, but shall carry substantial weight.

7. Engage with Brackenridge Howard Associates Inc. regarding compensation benchmarking for the permanent CEO role, including the development of a compensation package that is competitive, appropriate, and aligned with the Company's long-term strategic objectives and pay-for-performance principles.

B. Activist Response

The Special Committee should be granted sole and exclusive authority to evaluate and respond to Corvus Peak's demands and activism, including any settlement or cooperation agreement proposals. Specifically, the Committee should be authorized to:

1. Evaluate Corvus Peak's demands, including the request for board representation, strategic review, and CEO succession plan, and determine whether and to what extent any of those demands merit accommodation.

2. Direct the Board's proxy contest defense strategy, in coordination with Citrine Advisory Group Inc. (proxy solicitor), Calderwood & Harkness LLP (governance counsel), and any other advisors engaged by or on behalf of the Committee. This includes oversight of the preparation of the Company's proxy statement and any solicitation materials for the 2024 AGM.

3. Evaluate defensive measures that the Board may consider in response to the Corvus Peak campaign, including but not limited to the adoption of a shareholder rights plan (poison pill), amendments to the Company's Bylaws, the pursuit of strategic alternatives, and any other actions within the Board's authority. The Committee shall have authority to recommend such measures to the full Board for adoption, but the full Board shall retain the authority to approve or reject any such recommendation.

4. Engage directly with Corvus Peak, including Damien Solberg, Erin Nakamura, or their counsel at Blackthorn Howell & Crane LLP, and their proxy solicitor at Falconer Strauss LLC, as the Committee deems appropriate. Any such engagement should be conducted in consultation with Calderwood & Harkness, and the substance of any such engagement should be reported to the full Board. The Committee should also have discretion to determine the appropriate level and format of engagement, ranging from informal dialogue to formal settlement negotiations.

5. Respond to Corvus Peak's demand under DGCL § 220 for inspection of the Company's books and records, which we understand was served on the Company on March 22, 2024. Calderwood & Harkness will provide separate guidance to the Committee on the proper scope and procedures for responding to this demand.

C. Engagement of Independent Advisors

The Special Committee should have full authority to retain, at the Company's expense, independent legal counsel, financial advisors, and other experts or consultants as the Committee deems necessary or advisable in the discharge of its responsibilities. This authority is critical to ensuring the Committee's independence and the integrity of its process.

Calderwood & Harkness LLP serves as independent governance counsel to the full Board, and the Special Committee should have direct access to Calderwood & Harkness without management intermediation. The Committee's communications with Calderwood & Harkness should be privileged and confidential, and should not be shared with management or management's counsel (Ashworth Velmoran LLP) except as the Committee determines is appropriate and consistent with the interests of the process.

In addition, the Committee should have the authority to engage separate counsel or additional advisors specifically for the Committee if circumstances warrant. For example, if a situation arises in which Ashworth Velmoran LLP's long-standing relationship with management creates a concern that the firm cannot provide objective advice on a particular issue affecting the Committee's mandate, the Committee should be empowered to retain alternative counsel without the need for additional Board approval.

If the Committee determines that a financial advisor engagement is necessary — for example, in connection with a strategic alternatives review prompted by Corvus Peak's demands — the Committee should have authority to direct the engagement of Stonebridge Crane & Co. or another independent financial advisory firm of the Committee's choosing.

D. Budget Authority

To ensure that the Committee's independence is not undermined by management control over the purse strings, the Committee should have an independent budget for advisor fees and expenses, pre-approved by the full Board at the time of the Committee's formation. The initial budget should be sufficient to cover the Committee's anticipated needs for legal counsel, financial advisory services, search firm fees, and incidental expenses over the expected duration of the Committee's mandate.

We recommend that the initial budget authorization be set by the Board at the March 18, 2024 Board meeting, following discussion with the Committee's proposed Chair regarding anticipated advisor costs. The Committee should not be required to seek additional Board approval for individual advisor engagements that fall within the approved budget. If the Committee's needs exceed the initial budget, the Committee should have the ability to request additional funding from the full Board, and the Board should give such requests due consideration and approval absent extraordinary circumstances.

VI. Recommended Charter Provisions — Detailed Analysis

Set forth below is a section-by-section analysis of the recommended provisions of the Special Committee Charter. Calderwood & Harkness will deliver a draft Charter in the form of a Board resolution on March 18, 2024 for consideration and adoption by the full Board at its regularly scheduled meeting.

A. Purpose and Objectives

The Charter should begin with a clear and comprehensive statement of the Committee's purpose and objectives. We recommend the following formulation:

The Committee is established for the purpose of overseeing, directing, and managing: (i) the process for identifying, evaluating, and recommending to the Board a permanent Chief Executive Officer of the Company following the resignation of Marcus Vane, effective March 8, 2024; and (ii) the Board's evaluation of and response to the demands, director nominations, and related activism of Corvus Peak Capital Partners LP and its affiliates, including the defense of any contested election at the Company's 2024 Annual General Meeting.

The Charter should further state that the Committee's mandate encompasses both defensive and constructive elements: protecting shareholder value by ensuring that the Board responds appropriately to the activist campaign, while simultaneously ensuring that the CEO succession process is fair, thorough, and well-documented. This dual framing is important because it signals to all stakeholders — including Corvus Peak, the proxy advisory firms, and the courts — that the Committee is not merely a defensive mechanism, but a governance body committed to acting in the best interests of the Company and all of its stockholders.

B. Membership, Vacancies, and Removal

The Charter should specify the following provisions regarding Committee membership:

• Size and Composition. The Committee shall consist of three members, each of whom must be an independent non-executive director of the Company satisfying both the independence standards articulated by the Delaware courts and the independence requirements of the NYSE Listed Company Manual.

• Initial Members and Chair. The initial members of the Committee shall be Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, each of whom has been determined by the Board to be independent and disinterested for purposes of the Committee's mandate.

• Vacancies. Any vacancy on the Committee — whether arising from resignation, removal, disqualification, or any other cause — shall be filled by the Board from among the Company's independent non-executive directors, upon the recommendation of the remaining members of the Committee. This provision ensures that the remaining Committee members have meaningful input into the selection of their colleague, while preserving the full Board's ultimate authority over committee composition.

• Removal. Members of the Committee may be removed by the Board at any time, with or without cause. While this provision is standard and legally required to preserve the Board's plenary authority, we note that the exercise of this power — particularly if used to remove a Committee member who is perceived as acting contrary to the preferences of a Board faction — could expose the Board to fiduciary challenge. Removal should therefore be exercised only for good cause and with the advice of counsel.

• Loss of Independence. If a Committee member ceases to be independent under the applicable standards — for example, by entering into a business relationship with the Company, a candidate, or Corvus Peak — the member shall resign from the Committee immediately upon becoming aware of the change in circumstances.

C. Meetings and Quorum

The Charter should establish procedures for the Committee's meetings:

• Frequency. The Committee shall meet as frequently as it determines necessary to discharge its responsibilities, but not less than bi-weekly during the active phases of the CEO search and the proxy contest period preceding the June 7, 2024 AGM. As circumstances warrant — for example, during intensive candidate interview periods, in the weeks immediately preceding the AGM, or during active settlement negotiations with Corvus Peak — more frequent meetings may be necessary, including on short notice.

• Quorum. A majority of the Committee's members (i.e., two of three) shall constitute a quorum for the transaction of business. The Committee shall not act in the absence of a quorum except by unanimous written consent, as described below.

• Action by Written Consent. The Committee may act by unanimous written consent in lieu of a meeting, in accordance with DGCL § 141(f). Action by written consent should be used sparingly and only for ministerial or time-sensitive matters that do not require substantive deliberation.

• Format. Meetings may be held in person, by teleconference, or by videoconference. Given the sensitivity of the Committee's mandate and the importance of maintaining confidentiality, in-person meetings are preferred for substantive deliberations, with secure videoconference as an acceptable alternative when in-person attendance is impracticable.

• Agenda Setting. The Committee Chair shall set the agenda for each meeting in consultation with Calderwood & Harkness LLP. Agendas and supporting materials should be distributed to Committee members in advance of each meeting, typically no less than 48 hours prior, to allow for adequate preparation.

• Secretary and Minutes. Nadine Khalil, the Company's General Counsel and Corporate Secretary, or her designee, shall serve as secretary to the Committee and shall be responsible for the preparation and maintenance of minutes of all Committee meetings. Minutes shall be prepared under the supervision of Calderwood & Harkness and shall be maintained as privileged and confidential attorney-client communications, as discussed further in Section VII.A below.

D. Reporting to the Full Board

The Charter should establish a clear reporting framework that balances the Committee's need for deliberative independence with the full Board's need for ongoing oversight:

• Regular Reports. The Committee shall report to the full Board on the status of the CEO search and the activist response at each regularly scheduled Board meeting, and more frequently as circumstances warrant. Reports should provide the Board with sufficient information to exercise its retained oversight authority, without disclosing deliberative process details or candidate-specific evaluations that could compromise the integrity or confidentiality of the Committee's work.

• Scope of Disclosure. The Committee shall have discretion to determine the level of detail shared with the full Board regarding its deliberations. In particular, candidate-specific evaluations, internal assessments of CEO candidates' strengths and weaknesses, and settlement negotiation positions with Corvus Peak should be shared with the full Board only to the extent the Committee determines appropriate. This discretion is particularly important given the factional dynamics on the current Board and the risk that premature disclosure of deliberative details could result in leaks to Corvus Peak, the media, or other third parties.

• Retained Authority. The full Board retains ultimate decision-making authority on two key matters: (i) the appointment of a permanent CEO (the Committee will make a recommendation, but the full Board will vote on the appointment), and (ii) the approval of any definitive settlement or cooperation agreement with Corvus Peak (the Committee will negotiate and recommend, but the full Board will approve). All other matters within the Committee's mandate are fully delegated to the Committee.

E. Delegation

The Charter should address the Committee's ability to delegate specific tasks:

• The Committee may delegate specific tasks to subcommittees consisting of one or more Committee members, or to individual Committee members, but may not delegate its core decision-making authority — i.e., the authority to make a recommendation regarding the permanent CEO appointment, to approve the terms of any settlement or cooperation agreement with Corvus Peak, or to authorize defensive measures.

• The Committee may direct management, including the Interim CEO and the CFO, to take specific actions in furtherance of the Committee's mandate, including providing information, implementing directives, and facilitating access to Company resources. Management shall comply with such directions promptly and in good faith. This provision is essential to ensuring that the Committee has the operational capability to execute its mandate without being dependent on management's voluntary cooperation.

F. Access to Information and Personnel

The Charter should grant the Committee broad and unrestricted access to Company information and personnel:

• The Committee shall have unrestricted access to all Company books, records, facilities, and personnel as it deems necessary or advisable in the discharge of its responsibilities. This includes, without limitation, access to financial records, strategic plans, employee personnel files, communications with stockholders, and any other information in the possession or control of the Company or its officers, directors, employees, or agents.

• The Committee may require any officer, employee, or agent of the Company to attend Committee meetings and provide information, testimony, or documents as requested by the Committee.

• All communications between the Committee and its advisors — including Calderwood & Harkness LLP, Hargrove Tate Partners LLC, Brackenridge Howard Associates Inc., Citrine Advisory Group Inc., and any additional advisors retained by the Committee — shall be privileged and confidential, and shall be protected to the fullest extent permitted by the attorney-client privilege, the work product doctrine, and any other applicable evidentiary or procedural protections.

G. Confidentiality

The Charter should include robust confidentiality provisions:

• All Committee proceedings, deliberations, materials, and communications shall be treated as strictly confidential and shall not be disclosed to any person other than Committee members, their advisors, and such other persons as the Committee expressly authorizes.

• Each Committee member, advisor, and attendee at Committee meetings shall be bound by confidentiality obligations with respect to the Committee's proceedings. These obligations shall survive the termination of the Committee and the individual's service on the Committee.

• The importance of confidentiality is particularly acute in the current context, given the pendency of the proxy contest with Corvus Peak. Information regarding the Committee's deliberations — including its evaluation of CEO candidates, its assessment of Corvus Peak's demands, and its negotiation positions — could be exploited by Corvus Peak or its advisors if disclosed, potentially to the detriment of the Company and its stockholders. The Committee should take affirmative steps to secure its communications, including the use of secure email and document-sharing platforms, and should remind all participants of their confidentiality obligations at the commencement of each meeting.

H. Duration and Dissolution

The Charter should address the duration of the Committee's mandate:

• The Committee shall continue in existence until the earlier of: (i) the completion of its mandate — i.e., the appointment of a permanent CEO and the resolution (by settlement, election outcome, or otherwise) of the Corvus Peak activist campaign; or (ii) dissolution by the full Board.

• The Committee's mandate should survive any reconstitution of the Board resulting from the 2024 Annual General Meeting on June 7, 2024, unless the reconstituted Board affirmatively dissolves the Committee by resolution. This provision is important because the outcome of the contested election may result in the addition of Corvus Peak's nominees to the Board, which would change the Board's composition and potentially its posture toward the Committee's work.

• Continuity Risk. We note that if one or more of Corvus Peak's nominees (Trask, Loring, and/or Chu) are elected at the June 7, 2024 AGM, the reconstituted Board may choose to dissolve or restructure the Committee. The Board cannot, as a matter of Delaware law, bind a future Board to maintain the Committee in perpetuity. However, the survival provision signals the current Board's expectation that the Committee's work will continue beyond the AGM, and dissolution of a well-functioning Committee by a reconstituted Board could itself raise fiduciary concerns if done for improper purposes.

I. Indemnification and Insurance

The Charter should confirm the indemnification and insurance protections available to Committee members:

• Committee members shall be entitled to full indemnification from the Company to the maximum extent permitted under Section 145 of the DGCL and the Company's Certificate of Incorporation and Amended and Restated Bylaws. The Company's Certificate of Incorporation contains a standard exculpation provision under DGCL § 102(b)(7) eliminating director personal liability for monetary damages for breach of the duty of care, and the Bylaws provide for mandatory indemnification of directors and officers to the fullest extent permitted by law.

• The Company maintains a directors' and officers' liability insurance policy issued by Helmsley Indemnity Corp. (Policy No. HIC-DOL-2024-009347), providing coverage of $75 million per occurrence and $150 million in the aggregate, with an annual premium of $3.8 million and a policy period of January 1, 2024 through December 3

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, New York 10019
March 17, 2024
MEMORANDUM
TO: The Board of Directors of Aurelius Global Media Group PLC
Attention: Dame Elspeth Greenvale, Independent Non-Executive Chair
Nadine Khalil, General Counsel & Corporate Secretary
FROM: Nathaniel Bower, Partner, Calderwood & Harkness LLP Colette Whitman, Partner, Calderwood & Harkness LLP Audrey Zhou, Associate, Calderwood & Harkness LLP
RE: Special Committee Charter — Best Practices and Proposed Terms for the CEO Succession and Activist Response Special Committee
MATTER NO.: 1017-00002
This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product. It is provided solely for the use of the Board of Directors of Aurelius Global Media Group PLC and should not be reproduced, disseminated, or disclosed to any third party without the prior written consent of Calderwood & Harkness LLP.
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I. Executive Summary
The purpose of this memorandum is to advise the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") on best practices under Delaware law, applicable New York Stock Exchange ("NYSE") listing standards, and market norms for establishing a Special Committee (the "Committee") to oversee two interrelated and time-sensitive matters: (a) the CEO succession process following the resignation of Marcus Vane, effective March 8, 2024, and (b) the Board's response to the activist campaign initiated by Corvus Peak Capital Partners LP ("Corvus Peak"), which as of its amended Schedule 13D filed February 26, 2024, holds approximately 8.7% of the Company's outstanding common shares.
These two matters are inextricably linked. Corvus Peak has expressly tied its director nominations and public demands to its dissatisfaction with the Board's management succession planning, and any resolution of the activist campaign will necessarily involve consideration of the leadership trajectory of the Company. A single Special Committee with a dual mandate is, in our view, the most effective structure for ensuring coordinated, well-informed, and fiduciarily sound decision-making across both workstreams.
Our principal recommendations are as follows:
• The Board should establish a three-member Special Committee composed exclusively of independent, disinterested non-executive directors, vested with sole and exclusive authority over both the formal CEO search process and the activist response.
• The proposed members are Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn. This composition deliberately includes directors who have expressed differing preliminary preferences regarding the permanent CEO appointment, thereby enhancing the perceived neutrality of the Committee and reducing the risk that its work product is viewed as predetermined.
• The Committee should have independent access to legal, financial, and executive search advisors — including Calderwood & Harkness LLP ("C&H") as independent governance counsel, Hargrove Tate Partners LLC as executive search firm, and any financial advisor subsequently retained for strategic alternatives review — without management intermediation.
• The Committee should operate under a formal charter adopted by the full Board, containing detailed provisions regarding scope of authority, meeting procedures, reporting obligations, confidentiality, and duration.
By way of context, the Board currently has nine voting members following the vacancy created by Mr. Vane's departure (the Board has ten authorized seats). The Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer, as Interim CEO on March 8, 2024. The Nominating & Governance Committee retained Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner) as executive search firm on March 15, 2024. Corvus Peak submitted formal director nominations on March 1, 2024, nominating Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu for election at the 2024 Annual General Meeting. These nominations were submitted within the advance notice window established by the Company's Amended and Restated Bylaws (February 10 – March 11, 2024). Calderwood & Harkness was engaged as independent governance counsel to the Board on March 12, 2024, following the Board's determination that the engagement of counsel independent of management was appropriate in light of the circumstances described herein.
This memorandum should be read in conjunction with two companion memoranda that Calderwood & Harkness will deliver in the coming days: (i) the CEO Search Process — Recommended Governance Protocols memorandum (to be delivered March 20, 2024), which will address the substantive and procedural aspects of the CEO search in greater detail, and (ii) the initial Board Fiduciary Duties memorandum (to be delivered March 25, 2024), which will provide a comprehensive overview of the fiduciary duties of the Board and the Special Committee members in the context of the activist campaign and any potential defensive measures.
II. Background and Factual Context
A. Marcus Vane's Departure and Interim Leadership
Marcus Vane resigned as Chief Executive Officer of AGMG effective March 8, 2024, citing "personal and family considerations" in his letter of resignation delivered to the Board on March 6, 2024. Mr. Vane had served as CEO since 2016, a tenure of approximately eight years during which he was broadly credited with overseeing AGMG's strategic pivot to streaming through the development and launch of the Luminos platform in 2019, as well as the Company's expansion into direct-to-consumer e-commerce. Under his leadership, AGMG's annual revenue grew from approximately $3.1 billion in fiscal year 2016 to approximately $6.8 billion in fiscal year 2023, although the Company's share price has underperformed the S&P 500 Media & Entertainment subindex by approximately 14 percentage points over the trailing twelve-month period ending February 29, 2024 — a fact that has been a focal point of Corvus Peak's public and private communications with the Board.
Pursuant to the terms of his employment agreement dated April 12, 2016, as amended on January 8, 2021 (the "Vane Employment Agreement"), Mr. Vane is entitled to severance payments totaling approximately $14.8 million, consisting of:
• Two times base salary: 2 × $2,400,000 = $4,800,000;
• Two times target annual bonus: 2 × $2,400,000 = $4,800,000; and
• Accelerated vesting of outstanding equity awards with an estimated value, based on the closing share price on March 8, 2024, of approximately $5,200,000.
Payment of the severance is subject to Mr. Vane's execution and non-revocation of a customary release of claims, which is expected to be delivered within the contractual twenty-one-day consideration period. Mr. Vane is also subject to a restrictive covenant that includes an eighteen-month non-competition provision (expiring September 8, 2025) and a two-year non-solicitation provision (expiring March 8, 2026). Ashworth Velmoran LLP is managing the separation agreement process on behalf of the Company.
On March 8, 2024, immediately following the effective date of Mr. Vane's resignation, the Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer, as Interim CEO. Ms. Nair-Whitfield, age 48, is a twelve-year AGMG veteran who joined the Company in 2012 as Senior Vice President of Digital Strategy and was promoted to COO in 2018. She played a leading role in the development and launch of the Luminos streaming platform and has been widely recognized in industry circles as a potential successor to Mr. Vane. She will continue to serve as an Executive Director on the Board in her capacity as Interim CEO. The Board's designation of Ms. Nair-Whitfield as Interim CEO was not intended to, and should not be construed as, a predetermination of the outcome of the formal CEO succession process.
B. Corvus Peak Activist Campaign
Corvus Peak Capital Partners LP is a Delaware limited partnership headquartered in New York, New York, with assets under management of approximately $7.2 billion as of its most recent Form ADV filing. The fund's Founding Partner and Chief Investment Officer is Damien Solberg; the Portfolio Manager responsible for the AGMG investment is Erin Nakamura. Corvus Peak is a well-known activist fund that has pursued public campaigns at numerous media, technology, and consumer companies over the past decade, with a track record that includes both negotiated settlements and contested proxy fights.
The timeline of Corvus Peak's accumulation and activism is as follows:
• January 18, 2024: Corvus Peak filed an initial Schedule 13D with the U.S. Securities and Exchange Commission disclosing a 6.1% beneficial ownership stake in AGMG common shares.
• February 12, 2024: Corvus Peak delivered a formal demand letter to the Board (addressed to Dame Greenvale) seeking: (i) the appointment of two new independent directors with relevant industry experience, to be identified through a collaborative process with Corvus Peak; (ii) a comprehensive strategic review of AGMG's business portfolio, with particular focus on the underperformance of the Luminos platform relative to competitors; and (iii) the development and public disclosure of a formal CEO succession plan. The letter was characterized by Corvus Peak as a "constructive engagement" and expressed willingness to work collaboratively with the Board, while explicitly reserving Corvus Peak's right to pursue all available remedies, including a contested election, if the Board failed to engage in good faith.
• February 26, 2024: Corvus Peak filed an amended Schedule 13D disclosing an increase in its beneficial ownership stake to 8.7%, representing approximately 35,896,200 shares out of 412,600,000 shares of common stock outstanding. Based on information disclosed in the filing, Corvus Peak's average cost basis is approximately $20.97 per share, representing a total investment of approximately $752.8 million.
• March 1, 2024: Corvus Peak delivered formal director nominations to the Company's Corporate Secretary pursuant to the advance notice provisions of the Company's Amended and Restated Bylaws, nominating the following three individuals for election to the Board at the 2024 Annual General Meeting:
1. Malcolm Trask, age 58, former Chief Executive Officer of Archway Digital Holdings Inc. (2015–2022), where he oversaw the company's digital transformation and a 67% increase in shareholder value during his tenure;
2. Vanessa Loring, age 44, Managing Director at Corvus Peak Capital Partners LP, who has served as a portfolio manager and has represented Corvus Peak on the boards of three portfolio companies; and
3. Dr. Raymond Chu, age 61, former President of Helix Media Networks Inc. (2010–2019) and current board member of two publicly traded technology companies.
The nominations were submitted within the advance notice window established by the Company's Amended and Restated Bylaws, which runs from February 10 through March 11, 2024 (not less than 90 nor more than 120 days prior to the first anniversary of the preceding year's annual meeting). The nominations therefore satisfy the procedural requirements of the Bylaws and are properly before the Company for inclusion in the 2024 AGM proxy materials.
Corvus Peak is represented by Blackthorn Howell & Crane LLP (Lead Partner: Dominic Sayer), a firm with a well-established activist defense and offensive practice. Corvus Peak has retained Falconer Strauss LLC (Lead Contact: Derek Huang) as its proxy solicitor. AGMG management, acting through the General Counsel's office, engaged Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director) on February 28, 2024 to advise on proxy defense strategy. The formal engagement of Citrine predated the engagement of Calderwood & Harkness and was authorized by Nadine Khalil in consultation with Dame Greenvale.
C. Current Board Composition and Factional Dynamics
Following Mr. Vane's resignation, the Board has nine voting members (out of ten authorized seats), as follows:
Based on our discussions with Dame Greenvale and Nadine Khalil, as well as our own assessment of the Board dynamics, we understand that the current Board is not monolithic in its views regarding the permanent CEO appointment. The following informal alignment has emerged:
• Directors supporting the candidacy of Priya Nair-Whitfield for permanent CEO: Dame Elspeth Greenvale, Lucinda Farrow-Grant, Hugh Pemberton, and Sofia Delgado-Ríos (four directors).
• Directors favoring an external candidate, particularly Jonathan Hale (former CEO of Meridian Broadcasting Ltd.): Tobias Kessler, Reginald Osei, and Dr. Anwen Llewellyn (three directors).
• Neutral/undecided: Garrett Voss (one director).
We emphasize that these alignments reflect preliminary preferences as communicated to us and are not fixed positions. The entire purpose of the Special Committee process is to ensure that the permanent CEO selection is made through a rigorous, well-informed, and open process that evaluates all qualified candidates on their merits — rather than through an informal factional contest on the full Board.
For purposes of Special Committee composition, the two Executive Directors — Ms. Nair-Whitfield and Mr. Voss — are not eligible for membership due to their lack of independence. Ms. Nair-Whitfield is herself a candidate for the permanent CEO role and has a fundamental conflict of interest. Mr. Voss, as CFO, reports to the Interim CEO and cannot be considered independent for these purposes. Hugh Pemberton, the Company's co-founder, holds a personal shareholding of approximately 2.1% of outstanding shares (approximately 8,664,600 shares), which, combined with his long tenure on the Board (he has served continuously since the Company's inception in 2009) and his age (71), raises material questions regarding his independence under both the Delaware law standard and the NYSE listing standards. We address these considerations in greater detail in Section IV below.
D. Role of Existing Advisors
The Company has engaged, or management has engaged on its behalf, several professional advisors whose roles are relevant to the Special Committee's mandate. Clear delineation of these roles is essential to maintaining the integrity and independence of the Committee's work.
Ashworth Velmoran LLP (Martin Cho, Lead Partner) has served as standing outside counsel to AGMG management since 2015. Ashworth Velmoran provides legal services to the Company across a broad range of matters, including corporate transactions, commercial contracts, employment matters, and regulatory compliance. Corvus Peak has characterized Ashworth Velmoran as "management-aligned" in its correspondence with the Board, and this characterization was a significant factor in the Board's decision on March 12, 2024 to engage Calderwood & Harkness as independent governance counsel. While we have no reason to question Ashworth Velmoran's professional competence or ethical standards, the perception of alignment with management is itself a governance risk that must be managed, particularly in the context of a contested election where the independence and integrity of the Board's process will be subject to intense scrutiny by Corvus Peak, the proxy advisory firms, and potentially the Court of Chancery.
Hargrove Tate Partners LLC (Christine Aldridge, Lead Partner) was retained by the Nominating & Governance Committee on March 15, 2024 to conduct the formal executive search for a permanent CEO. The engagement fee is $750,000 on a flat-fee basis, plus reasonable out-of-pocket expenses, payable in three installments: $250,000 upon engagement (paid March 15, 2024), $250,000 upon presentation of a long-list of candidates, and $250,000 upon the appointment of a permanent CEO. Hargrove Tate is a leading global executive search firm with significant experience in media and entertainment CEO placements. We understand that the firm was selected through a competitive process managed by the Nominating & Governance Committee, with proposals also received from two other firms. As set forth in Section V below, we recommend that the Special Committee assume authority to direct Hargrove Tate's work and approve the candidate slate, with the engagement itself remaining in place.
Brackenridge Howard Associates Inc. (Miriam Estabrook, Lead Consultant) advises the Compensation Committee on executive compensation benchmarking, including CEO compensation. The Special Committee will need to coordinate with Brackenridge Howard as the search process advances to the compensation negotiation stage. We recommend that the Committee have direct authority to engage with Brackenridge Howard regarding compensation benchmarking for the permanent CEO role.
Citrine Advisory Group Inc. (Sandra Eriksson, Managing Director) was engaged by AGMG management on February 28, 2024 to advise on proxy defense strategy in connection with the anticipated contested election at the 2024 AGM. Citrine is a well-regarded proxy advisory and solicitation firm with experience in contested elections in the media and technology sectors. The Special Committee should have authority to direct Citrine's work on the activist response, in coordination with Calderwood & Harkness.
III. Delaware Law Framework for Board Committees
A. Statutory Authority Under DGCL § 141(c)
Section 141(c)(1) of the Delaware General Corporation Law (the "DGCL") provides that "[a]ny such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation." This broad grant of authority is subject to certain enumerated statutory exceptions. A committee of the board may not:
(i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval;
(ii) adopt, amend, or repeal any bylaw of the corporation; or
(iii) approve any amendment to the certificate of incorporation, adopt an agreement of merger or consolidation, recommend a sale, lease, or exchange of all or substantially all of the corporation's property and assets, recommend a dissolution of the corporation or a revocation of a dissolution, or, unless expressly authorized by the resolution or bylaws, declare a dividend, authorize the issuance of stock, or adopt a certificate of ownership and merger.
Importantly, none of the matters that the proposed Special Committee is charged with overseeing — the CEO succession process and the activist response — falls within these statutory exceptions. The appointment of a CEO is a management decision well within the authority of the board and, by extension, a duly authorized committee. Similarly, the development and implementation of a strategy for responding to an activist shareholder, including the evaluation of potential settlement or cooperation agreements, the defense of a proxy contest, and the consideration of defensive measures, are all matters of business and affairs over which a committee may be granted full authority.
AGMG was incorporated in the State of Delaware, with its Certificate of Incorporation originally filed on September 14, 2009 (Delaware File Number 4827193; Employer Identification Number 26-4831097). All governance instruments of the Company — including the Certificate of Incorporation, the Amended and Restated Bylaws, and any committee charters — are governed by the DGCL. The Company's Amended and Restated Bylaws (effective March 22, 2022) include committee formation provisions consistent with DGCL § 141(c), expressly authorizing the Board to designate one or more committees and to delegate to such committees the powers and authority of the Board to the fullest extent permitted by law. The proposed Special Committee Charter is fully consistent with these existing governance instruments.
B. Independence Standards
The selection of Special Committee members must satisfy two distinct but overlapping sets of independence standards: the standard articulated by Delaware courts, and the listing standards of the NYSE.
Delaware Law Standard. Under Delaware law, a director is considered "independent" if they are able to base their decision on the merits of the subject before them without being governed by extraneous considerations or relationships. The Delaware Court of Chancery has emphasized that independence is a fact-specific inquiry that looks at whether the director is, for any reason, so "beholden" to an interested party that their "discretion would be sterilized." See Beam ex rel. Martha Stewart Living Omnimedia, Inc. v. Stewart, 845 A.2d 1040 (Del. 2004); In re Ostrander Corporation. Derivative Litig., 824 A.2d 917 (Del. Ch. 2003). Relevant factors include personal and professional relationships, financial ties, familial connections, and any other circumstances that could reasonably be expected to affect the director's ability to exercise independent judgment.
In the context of a Special Committee formed to address a contested CEO succession and activist campaign, the independence inquiry is particularly searching. The Court of Chancery has shown heightened willingness to scrutinize the independence of committee members when the committee is charged with overseeing a process that involves significant potential for conflicts of interest — for example, when one or more internal candidates have close relationships with certain directors, or when the activist's demands implicate the tenure or reputation of incumbent Board members.
NYSE Listing Standards. AGMG is listed on the NYSE under the ticker symbol "AGMG." Under the NYSE Listed Company Manual, Section 303A.01 requires that a majority of the board of a listed company be composed of independent directors. Independence is defined in Section 303A.02, which sets forth both a general standard (no material relationship with the listed company) and a series of "bright-line" exclusionary tests (e.g., employment by the company within the last three years, receipt of more than $120,000 in direct compensation from the company in any twelve-month period within the last three years, affiliation with or employment by the company's auditor, and certain interlocking relationships). Additional independence requirements apply to members of the Audit Committee (Section 303A.06), the Compensation Committee (Section 303A.05), and the Nominating/Corporate Governance Committee (Section 303A.04).
While the NYSE rules do not prescribe specific independence standards for ad hoc special committees, the Board would be well-served by ensuring that each member of the Special Committee satisfies the most rigorous applicable standard — i.e., that each member is independent both under the Delaware common law standard and under the NYSE bright-line tests — to maximize the Committee's credibility and minimize the surface area for challenge by Corvus Peak or its counsel.
Enhanced Scrutiny. Where a board committee is charged with overseeing a potentially conflict-laden process, Delaware courts have subjected the committee's independence and process to enhanced scrutiny. This is particularly relevant here, where the CEO succession process intersects with an activist campaign that has expressly questioned the Board's governance and decision-making. As discussed further in Section III.C below, the applicable standards of review may include the Unocal/Unitrin framework (if the Board takes defensive measures in response to the activist threat), Revlon duties (if the succession process intersects with change-of-control considerations), and Blasius concerns (if any Board action is taken primarily to interfere with shareholder franchise). In each of these contexts, the independence and disinterestedness of the committee members is a threshold question that will determine the level of deference the court affords to the committee's decisions.
We have analyzed the independence of each current director in Section IV below and have concluded that the proposed members — Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn — each satisfy the applicable independence standards for purposes of Special Committee service.
C. Fiduciary Duties of Special Committee Members
Each member of the Special Committee will owe fiduciary duties of care and loyalty to AGMG and its stockholders in the exercise of the Committee's delegated authority. These duties are amplified by the significance of the matters entrusted to the Committee and the potential for litigation if the process is perceived as unfair or predetermined.
Duty of Care. The duty of care requires that directors make informed decisions, engage in adequate deliberation, and avail themselves of all material information reasonably available before acting. In the Special Committee context, this duty is fulfilled through regular meetings, careful review of materials provided by the executive search firm and other advisors, substantive questioning of candidates and advisors, and reliance on expert advice. The duty of care also requires that the Committee's deliberations be documented through contemporaneous minutes, as we discuss in greater detail in Section VII below.
Duty of Loyalty. The duty of loyalty requires that directors act in good faith and in the honest belief that their actions are in the best interests of the corporation and its stockholders. Committee members must be free from self-dealing and must not allow personal interests, relationships, or biases to influence their decision-making. The duty of loyalty also encompasses the obligation of good faith, which requires directors to act with an honest purpose, to refrain from acting for improper purposes, and to exercise oversight responsibility.
Enhanced Scrutiny Standards. Depending on the specific actions taken by the Committee and the full Board, one or more enhanced scrutiny standards may apply:
• Unocal/Unitrin standard: If the Board, acting on the Committee's recommendation, adopts defensive measures in response to the Corvus Peak campaign — such as a shareholder rights plan (poison pill), bylaw amendments, or other actions designed to impede or deter the activist's objectives — those measures will be subject to enhanced scrutiny under Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995). Under Unocal, the Board must demonstrate that (i) it had reasonable grounds for believing that a danger to corporate policy and effectiveness existed, and (ii) the defensive measures adopted were reasonable in relation to the threat posed. The independence and good faith of the committee recommending the measures is critical to satisfying the first prong of this test.
• Revlon duties: If at any point the CEO succession process intersects with change-of-control considerations — for example, if the appointment of a particular CEO is linked to or facilitates a sale or merger of the Company — the Board's duties may shift to Revlon mode, requiring the Board to seek the best reasonably available price for stockholders. See Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986). While we do not presently anticipate that Revlon will be triggered by the CEO succession process alone, the Committee should remain alert to the possibility, particularly if Corvus Peak's demands evolve to include a sale or strategic combination.
• Blasius concerns: If any action taken by the Board or the Committee is perceived as primarily motivated by a desire to interfere with the stockholder franchise — e.g., by manipulating the composition of the Board or the timing of the AGM to disadvantage Corvus Peak's nominees — the Board may face heightened scrutiny under Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988). Under Blasius, the Board bears the burden of demonstrating a "compelling justification" for such action, a standard that is extremely difficult to satisfy.
Importance of Process. In all of these contexts, the Delaware courts have emphasized that process matters. A well-documented, deliberate, and good-faith process is the Board's best defense against fiduciary challenges. The Special Committee should maintain contemporaneous documentation of all meetings and deliberations, ensure regular attendance by independent counsel, and demonstrate through its actions that it engaged in a genuinely open and rigorous evaluation of all relevant considerations. We address process integrity in detail in Section VII below.
IV. Recommended Special Committee Composition
A. Three-Member Committee
We recommend that the Special Committee be composed of three independent, disinterested non-executive directors. Three members represent the smallest committee size that provides a meaningful diversity of perspectives, allows for substantive deliberation, and avoids an unwieldy process. A three-member committee is standard practice in Delaware for special committees addressing contested matters, including management buyouts, related-party transactions, and activist response. The use of an odd number also avoids the risk of voting deadlocks, which can paralyze committee decision-making at critical junctures.
A larger committee — four or five members — would not, in our view, materially improve the quality of the Committee's work, and could introduce logistical complications (particularly with respect to scheduling, quorum, and the management of confidential information) that would offset any marginal benefit. Moreover, given the relatively small size of the Board (nine voting members, of whom only seven are non-executive directors and only five or six are clearly independent), a larger committee would risk depleting the pool of independent directors available for other governance functions, including service on the Audit, Compensation, and Nominating & Governance Committees.
B. Proposed Members
We recommend the following three directors for appointment to the Special Committee:
1. Tobias Kessler (Chair)
Mr. Kessler, age 63, is a retired Managing Partner of Kessler Marsh Advisory LLP, a corporate advisory firm. He has served as an independent non-executive director of AGMG since 2019. Mr. Kessler brings substantial advisory and governance expertise to the Committee, including experience advising boards on CEO succession, strategic reviews, and shareholder engagement. He satisfies both the Delaware law and NYSE independence standards and has no material financial, personal, or professional relationships with the Company, its management, or Corvus Peak that would compromise his ability to serve as an impartial arbiter.
We note that Mr. Kessler has been identified as a director who, based on preliminary discussions, favors the candidacy of an external candidate for the permanent CEO role, particularly Jonathan Hale. We have considered whether this preliminary preference disqualifies Mr. Kessler from serving as Committee Chair and have concluded that it does not. A preliminary preference for one candidate over another, standing alone, does not create a disqualifying conflict of interest under Delaware law. What matters is that the Committee member is willing and able to set aside any preliminary preference and engage in a genuinely open process that evaluates all candidates on their merits. We have discussed this expectation with Mr. Kessler, and he has confirmed his willingness to serve in this capacity. His designation as Chair reflects his governance expertise, his stature among Board members, and our assessment that he commands the respect necessary to lead a fair and credible process.
2. Lucinda Farrow-Grant
Ms. Farrow-Grant, age 55, is the CEO of Farrow-Grant Ventures Ltd., a private investment and advisory firm focused on media and consumer brands. She has served as an independent non-executive director of AGMG since 2020. Ms. Farrow-Grant satisfies both the Delaware law and NYSE independence standards. She has deep industry knowledge and entrepreneurial experience that will be valuable in evaluating CEO candidates.
Ms. Farrow-Grant has been identified as a director who, based on preliminary discussions, favors the candidacy of Priya Nair-Whitfield for permanent CEO. Her inclusion on the Committee alongside Mr. Kessler and Dr. Llewellyn provides ideological balance and reduces the risk that the Committee is perceived as tilted toward any particular outcome. We have discussed the importance of an open process with Ms. Farrow-Grant, and she has expressed her commitment to evaluating all candidates fairly and on their merits.
3. Dr. Anwen Llewellyn
Dr. Llewellyn, age 46, is a professor of corporate strategy at Ashford Business School, where she is also the director of the Centre for Corporate Governance Research. She has served as an independent non-executive director of AGMG since 2021. Dr. Llewellyn satisfies both the Delaware law and NYSE independence standards. Her academic governance expertise will be particularly valuable in ensuring the integrity and rigor of the Committee's process, and her familiarity with best practices in corporate governance will inform the Committee's approach to documentation, deliberation, and advisor engagement.
Dr. Llewellyn has been identified as a director who, based on preliminary discussions, favors the candidacy of an external candidate for the permanent CEO role. As with Mr. Kessler, we have discussed the expectations of open-minded deliberation with Dr. Llewellyn, and she has confirmed her commitment to a fair process.
Compositional Balance. The proposed composition deliberately includes directors who have expressed different preliminary preferences: two directors (Kessler and Llewellyn) who initially lean toward an external candidate, and one director (Farrow-Grant) who initially leans toward Ms. Nair-Whitfield. This 2-to-1 configuration is, in our view, the best available option among the pool of eligible directors. It reduces the risk that the Committee is viewed by Corvus Peak or the market as a vehicle for a predetermined internal promotion, while also ensuring that Ms. Nair-Whitfield's candidacy will have a vigorous advocate at the Committee table. We emphasize that the committee composition requires all members to set aside their preliminary preferences and engage in a genuinely open process; the balance of preliminary leanings is a structural safeguard against the perception of predetermination, not a substitute for substantive fair-dealing.
C. Directors Excluded from Membership and Rationale
We have considered each of the remaining directors for possible Committee membership and recommend against their inclusion for the reasons set forth below.
Dame Elspeth Greenvale. As Independent Non-Executive Chair of the Board, Dame Greenvale occupies a unique governance role that would be compromised by service on the Special Committee. The Chair should retain an oversight role over the full Board and serve as the primary liaison between the Committee and the full Board, facilitating communication and ensuring that the Board's interests are represented without unduly influencing the Committee's deliberative process. Additionally, Dame Greenvale has been identified as a supporter of Ms. Nair-Whitfield's candidacy, and her inclusion on the Committee could create the appearance that the Committee is a vehicle for the Chair's preferred outcome.
Priya Nair-Whitfield. Ms. Nair-Whitfield is excluded from Committee membership because she is herself a candidate for the permanent CEO role. Her participation in the Committee's deliberations would create a fundamental and irreconcilable conflict of interest. As an Executive Director, she also does not satisfy the independence requirements for Committee membership.
Garrett Voss. Mr. Voss is excluded as an Executive Director (serving as Chief Financial Officer) who reports directly to the Interim CEO. He is not independent for purposes of this Committee under either the Delaware law standard or the NYSE listing standards. His neutral/undecided posture on the CEO succession question does not cure this independence deficiency.
Hugh Pemberton. Mr. Pemberton is a co-founder of AGMG who has served on the Board since the Company's inception in 2009 — a tenure of approximately fifteen years. He holds a personal shareholding of approximately 2.1% of the Company's outstanding common shares (approximately 8,664,600 shares), with a current market value of approximately $182 million. While Mr. Pemberton is classified as a non-executive director, his foundational role in the Company, his long tenure, his significant personal financial stake, and his age (71) collectively raise material questions regarding his independence under the Delaware law standard. Additionally, Corvus Peak has specifically identified Mr. Pemberton as a director whose independence it questions, and his inclusion on the Committee would provide an easy target for challenge by Corvus Peak's counsel. Mr. Pemberton has also been identified as a supporter of Ms. Nair-Whitfield, further complicating the optics of his potential Committee membership.
Reginald Osei. Mr. Osei is an independent NED who satisfies the applicable independence standards and could serve effectively on the Committee. However, he has been identified as a director who favors the candidacy of an external candidate. Including three directors who lean toward an external candidate (Kessler, Osei, and Llewellyn) on a three-member Committee would create a 3-to-0 imbalance that could be characterized by Ms. Nair-Whitfield's supporters — and potentially by the market — as a predetermined outcome against the internal candidate. This perception would undermine the Committee's credibility and could expose the Board to criticism from institutional shareholders, proxy advisory firms, and the media. We recommend that Mr. Osei be designated as an alternate member of the Committee, available to fill any vacancy that may arise if one of the proposed members is unable to serve.
Sofia Delgado-Ríos. Ms. Delgado-Ríos is an independent NED who satisfies the applicable independence standards. However, she has been identified as a supporter of Ms. Nair-Whitfield. Including her alongside Ms. Farrow-Grant would create a 2-to-1 imbalance in favor of the internal candidate, which could invite criticism from Corvus Peak that the Committee is a vehicle for a predetermined internal succession. We recommend that Ms. Delgado-Ríos not serve on the Committee for these compositional reasons.
V. Recommended Scope of Authority
A. CEO Succession Process
The Special Committee should be granted sole and exclusive authority to oversee and direct the formal CEO search process, subject only to the full Board's retained authority to make the final appointment decision. Specifically, the Committee should be authorized to:
1. Establish evaluation criteria for the permanent CEO position, including desired qualifications, experience, competencies, and leadership attributes, taking into account the Company's strategic priorities, the competitive landscape, and the expectations of the Company's stockholders, employees, and other stakeholders.
2. Direct the work of Hargrove Tate Partners LLC (the executive search firm), including approving the scope and methodology of the search, reviewing the long-list and short-list of candidates, and providing feedback and direction as the search progresses. The Committee should approve the candidate slate before any candidates are presented to the full Board.
3. Conduct candidate interviews and engage in direct assessment of both internal and external candidates, including Ms. Nair-Whitfield, Jonathan Hale, and any other candidates identified through the search process.
4. Request background investigations and reference checks on candidates as the Committee deems appropriate.
5. Evaluate candidates against the established criteria, taking into account the views of key stakeholders (including senior management, the Company's institutional shareholders, and the Committee's advisors), and make a recommendation to the full Board regarding the selection of a permanent CEO.
6. Determine the timeline for the search process, balancing the need for thoroughness with the organizational imperative of resolving the leadership question within a reasonable timeframe. The full Board's final appointment authority shall remain in effect, and the Committee's recommendation shall not be binding, but shall carry substantial weight.
7. Engage with Brackenridge Howard Associates Inc. regarding compensation benchmarking for the permanent CEO role, including the development of a compensation package that is competitive, appropriate, and aligned with the Company's long-term strategic objectives and pay-for-performance principles.
B. Activist Response
The Special Committee should be granted sole and exclusive authority to evaluate and respond to Corvus Peak's demands and activism, including any settlement or cooperation agreement proposals. Specifically, the Committee should be authorized to:
1. Evaluate Corvus Peak's demands, including the request for board representation, strategic review, and CEO succession plan, and determine whether and to what extent any of those demands merit accommodation.
2. Direct the Board's proxy contest defense strategy, in coordination with Citrine Advisory Group Inc. (proxy solicitor), Calderwood & Harkness LLP (governance counsel), and any other advisors engaged by or on behalf of the Committee. This includes oversight of the preparation of the Company's proxy statement and any solicitation materials for the 2024 AGM.
3. Evaluate defensive measures that the Board may consider in response to the Corvus Peak campaign, including but not limited to the adoption of a shareholder rights plan (poison pill), amendments to the Company's Bylaws, the pursuit of strategic alternatives, and any other actions within the Board's authority. The Committee shall have authority to recommend such measures to the full Board for adoption, but the full Board shall retain the authority to approve or reject any such recommendation.
4. Engage directly with Corvus Peak, including Damien Solberg, Erin Nakamura, or their counsel at Blackthorn Howell & Crane LLP, and their proxy solicitor at Falconer Strauss LLC, as the Committee deems appropriate. Any such engagement should be conducted in consultation with Calderwood & Harkness, and the substance of any such engagement should be reported to the full Board. The Committee should also have discretion to determine the appropriate level and format of engagement, ranging from informal dialogue to formal settlement negotiations.
5. Respond to Corvus Peak's demand under DGCL § 220 for inspection of the Company's books and records, which we understand was served on the Company on March 22, 2024. Calderwood & Harkness will provide separate guidance to the Committee on the proper scope and procedures for responding to this demand.
C. Engagement of Independent Advisors
The Special Committee should have full authority to retain, at the Company's expense, independent legal counsel, financial advisors, and other experts or consultants as the Committee deems necessary or advisable in the discharge of its responsibilities. This authority is critical to ensuring the Committee's independence and the integrity of its process.
Calderwood & Harkness LLP serves as independent governance counsel to the full Board, and the Special Committee should have direct access to Calderwood & Harkness without management intermediation. The Committee's communications with Calderwood & Harkness should be privileged and confidential, and should not be shared with management or management's counsel (Ashworth Velmoran LLP) except as the Committee determines is appropriate and consistent with the interests of the process.
In addition, the Committee should have the authority to engage separate counsel or additional advisors specifically for the Committee if circumstances warrant. For example, if a situation arises in which Ashworth Velmoran LLP's long-standing relationship with management creates a concern that the firm cannot provide objective advice on a particular issue affecting the Committee's mandate, the Committee should be empowered to retain alternative counsel without the need for additional Board approval.
If the Committee determines that a financial advisor engagement is necessary — for example, in connection with a strategic alternatives review prompted by Corvus Peak's demands — the Committee should have authority to direct the engagement of Stonebridge Crane & Co. or another independent financial advisory firm of the Committee's choosing.
D. Budget Authority
To ensure that the Committee's independence is not undermined by management control over the purse strings, the Committee should have an independent budget for advisor fees and expenses, pre-approved by the full Board at the time of the Committee's formation. The initial budget should be sufficient to cover the Committee's anticipated needs for legal counsel, financial advisory services, search firm fees, and incidental expenses over the expected duration of the Committee's mandate.
We recommend that the initial budget authorization be set by the Board at the March 18, 2024 Board meeting, following discussion with the Committee's proposed Chair regarding anticipated advisor costs. The Committee should not be required to seek additional Board approval for individual advisor engagements that fall within the approved budget. If the Committee's needs exceed the initial budget, the Committee should have the ability to request additional funding from the full Board, and the Board should give such requests due consideration and approval absent extraordinary circumstances.
VI. Recommended Charter Provisions — Detailed Analysis
Set forth below is a section-by-section analysis of the recommended provisions of the Special Committee Charter. Calderwood & Harkness will deliver a draft Charter in the form of a Board resolution on March 18, 2024 for consideration and adoption by the full Board at its regularly scheduled meeting.
A. Purpose and Objectives
The Charter should begin with a clear and comprehensive statement of the Committee's purpose and objectives. We recommend the following formulation:
The Committee is established for the purpose of overseeing, directing, and managing: (i) the process for identifying, evaluating, and recommending to the Board a permanent Chief Executive Officer of the Company following the resignation of Marcus Vane, effective March 8, 2024; and (ii) the Board's evaluation of and response to the demands, director nominations, and related activism of Corvus Peak Capital Partners LP and its affiliates, including the defense of any contested election at the Company's 2024 Annual General Meeting.
The Charter should further state that the Committee's mandate encompasses both defensive and constructive elements: protecting shareholder value by ensuring that the Board responds appropriately to the activist campaign, while simultaneously ensuring that the CEO succession process is fair, thorough, and well-documented. This dual framing is important because it signals to all stakeholders — including Corvus Peak, the proxy advisory firms, and the courts — that the Committee is not merely a defensive mechanism, but a governance body committed to acting in the best interests of the Company and all of its stockholders.
B. Membership, Vacancies, and Removal
The Charter should specify the following provisions regarding Committee membership:
• Size and Composition. The Committee shall consist of three members, each of whom must be an independent non-executive director of the Company satisfying both the independence standards articulated by the Delaware courts and the independence requirements of the NYSE Listed Company Manual.
• Initial Members and Chair. The initial members of the Committee shall be Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, each of whom has been determined by the Board to be independent and disinterested for purposes of the Committee's mandate.
• Vacancies. Any vacancy on the Committee — whether arising from resignation, removal, disqualification, or any other cause — shall be filled by the Board from among the Company's independent non-executive directors, upon the recommendation of the remaining members of the Committee. This provision ensures that the remaining Committee members have meaningful input into the selection of their colleague, while preserving the full Board's ultimate authority over committee composition.
• Removal. Members of the Committee may be removed by the Board at any time, with or without cause. While this provision is standard and legally required to preserve the Board's plenary authority, we note that the exercise of this power — particularly if used to remove a Committee member who is perceived as acting contrary to the preferences of a Board faction — could expose the Board to fiduciary challenge. Removal should therefore be exercised only for good cause and with the advice of counsel.
• Loss of Independence. If a Committee member ceases to be independent under the applicable standards — for example, by entering into a business relationship with the Company, a candidate, or Corvus Peak — the member shall resign from the Committee immediately upon becoming aware of the change in circumstances.
C. Meetings and Quorum
The Charter should establish procedures for the Committee's meetings:
• Frequency. The Committee shall meet as frequently as it determines necessary to discharge its responsibilities, but not less than bi-weekly during the active phases of the CEO search and the proxy contest period preceding the June 7, 2024 AGM. As circumstances warrant — for example, during intensive candidate interview periods, in the weeks immediately preceding the AGM, or during active settlement negotiations with Corvus Peak — more frequent meetings may be necessary, including on short notice.
• Quorum. A majority of the Committee's members (i.e., two of three) shall constitute a quorum for the transaction of business. The Committee shall not act in the absence of a quorum except by unanimous written consent, as described below.
• Action by Written Consent. The Committee may act by unanimous written consent in lieu of a meeting, in accordance with DGCL § 141(f). Action by written consent should be used sparingly and only for ministerial or time-sensitive matters that do not require substantive deliberation.
• Format. Meetings may be held in person, by teleconference, or by videoconference. Given the sensitivity of the Committee's mandate and the importance of maintaining confidentiality, in-person meetings are preferred for substantive deliberations, with secure videoconference as an acceptable alternative when in-person attendance is impracticable.
• Agenda Setting. The Committee Chair shall set the agenda for each meeting in consultation with Calderwood & Harkness LLP. Agendas and supporting materials should be distributed to Committee members in advance of each meeting, typically no less than 48 hours prior, to allow for adequate preparation.
• Secretary and Minutes. Nadine Khalil, the Company's General Counsel and Corporate Secretary, or her designee, shall serve as secretary to the Committee and shall be responsible for the preparation and maintenance of minutes of all Committee meetings. Minutes shall be prepared under the supervision of Calderwood & Harkness and shall be maintained as privileged and confidential attorney-client communications, as discussed further in Section VII.A below.
D. Reporting to the Full Board
The Charter should establish a clear reporting framework that balances the Committee's need for deliberative independence with the full Board's need for ongoing oversight:
• Regular Reports. The Committee shall report to the full Board on the status of the CEO search and the activist response at each regularly scheduled Board meeting, and more frequently as circumstances warrant. Reports should provide the Board with sufficient information to exercise its retained oversight authority, without disclosing deliberative process details or candidate-specific evaluations that could compromise the integrity or confidentiality of the Committee's work.
• Scope of Disclosure. The Committee shall have discretion to determine the level of detail shared with the full Board regarding its deliberations. In particular, candidate-specific evaluations, internal assessments of CEO candidates' strengths and weaknesses, and settlement negotiation positions with Corvus Peak should be shared with the full Board only to the extent the Committee determines appropriate. This discretion is particularly important given the factional dynamics on the current Board and the risk that premature disclosure of deliberative details could result in leaks to Corvus Peak, the media, or other third parties.
• Retained Authority. The full Board retains ultimate decision-making authority on two key matters: (i) the appointment of a permanent CEO (the Committee will make a recommendation, but the full Board will vote on the appointment), and (ii) the approval of any definitive settlement or cooperation agreement with Corvus Peak (the Committee will negotiate and recommend, but the full Board will approve). All other matters within the Committee's mandate are fully delegated to the Committee.
E. Delegation
The Charter should address the Committee's ability to delegate specific tasks:
• The Committee may delegate specific tasks to subcommittees consisting of one or more Committee members, or to individual Committee members, but may not delegate its core decision-making authority — i.e., the authority to make a recommendation regarding the permanent CEO appointment, to approve the terms of any settlement or cooperation agreement with Corvus Peak, or to authorize defensive measures.
• The Committee may direct management, including the Interim CEO and the CFO, to take specific actions in furtherance of the Committee's mandate, including providing information, implementing directives, and facilitating access to Company resources. Management shall comply with such directions promptly and in good faith. This provision is essential to ensuring that the Committee has the operational capability to execute its mandate without being dependent on management's voluntary cooperation.
F. Access to Information and Personnel
The Charter should grant the Committee broad and unrestricted access to Company information and personnel:
• The Committee shall have unrestricted access to all Company books, records, facilities, and personnel as it deems necessary or advisable in the discharge of its responsibilities. This includes, without limitation, access to financial records, strategic plans, employee personnel files, communications with stockholders, and any other information in the possession or control of the Company or its officers, directors, employees, or agents.
• The Committee may require any officer, employee, or agent of the Company to attend Committee meetings and provide information, testimony, or documents as requested by the Committee.
• All communications between the Committee and its advisors — including Calderwood & Harkness LLP, Hargrove Tate Partners LLC, Brackenridge Howard Associates Inc., Citrine Advisory Group Inc., and any additional advisors retained by the Committee — shall be privileged and confidential, and shall be protected to the fullest extent permitted by the attorney-client privilege, the work product doctrine, and any other applicable evidentiary or procedural protections.
G. Confidentiality
The Charter should include robust confidentiality provisions:
• All Committee proceedings, deliberations, materials, and communications shall be treated as strictly confidential and shall not be disclosed to any person other than Committee members, their advisors, and such other persons as the Committee expressly authorizes.
• Each Committee member, advisor, and attendee at Committee meetings shall be bound by confidentiality obligations with respect to the Committee's proceedings. These obligations shall survive the termination of the Committee and the individual's service on the Committee.
• The importance of confidentiality is particularly acute in the current context, given the pendency of the proxy contest with Corvus Peak. Information regarding the Committee's deliberations — including its evaluation of CEO candidates, its assessment of Corvus Peak's demands, and its negotiation positions — could be exploited by Corvus Peak or its advisors if disclosed, potentially to the detriment of the Company and its stockholders. The Committee should take affirmative steps to secure its communications, including the use of secure email and document-sharing platforms, and should remind all participants of their confidentiality obligations at the commencement of each meeting.
H. Duration and Dissolution
The Charter should address the duration of the Committee's mandate:
• The Committee shall continue in existence until the earlier of: (i) the completion of its mandate — i.e., the appointment of a permanent CEO and the resolution (by settlement, election outcome, or otherwise) of the Corvus Peak activist campaign; or (ii) dissolution by the full Board.
• The Committee's mandate should survive any reconstitution of the Board resulting from the 2024 Annual General Meeting on June 7, 2024, unless the reconstituted Board affirmatively dissolves the Committee by resolution. This provision is important because the outcome of the contested election may result in the addition of Corvus Peak's nominees to the Board, which would change the Board's composition and potentially its posture toward the Committee's work.
• Continuity Risk. We note that if one or more of Corvus Peak's nominees (Trask, Loring, and/or Chu) are elected at the June 7, 2024 AGM, the reconstituted Board may choose to dissolve or restructure the Committee. The Board cannot, as a matter of Delaware law, bind a future Board to maintain the Committee in perpetuity. However, the survival provision signals the current Board's expectation that the Committee's work will continue beyond the AGM, and dissolution of a well-functioning Committee by a reconstituted Board could itself raise fiduciary concerns if done for improper purposes.
I. Indemnification and Insurance
The Charter should confirm the indemnification and insurance protections available to Committee members:
• Committee members shall be entitled to full indemnification from the Company to the maximum extent permitted under Section 145 of the DGCL and the Company's Certificate of Incorporation and Amended and Restated Bylaws. The Company's Certificate of Incorporation contains a standard exculpation provision under DGCL § 102(b)(7) eliminating director personal liability for monetary damages for breach of the duty of care, and the Bylaws provide for mandatory indemnification of directors and officers to the fullest extent permitted by law.
• The Company maintains a directors' and officers' liability insurance policy issued by Helmsley Indemnity Corp. (Policy No. HIC-DOL-2024-009347), providing coverage of $75 million per occurrence and $150 million in the aggregate, with an annual premium of $3.8 million and a policy period of January 1, 2024 through December 3

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

MEMORANDUM

MATTER NO.: 1017-00002

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