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

25 Bishopsgate London EC2N 3AR

MEMORANDUM

March 22, 2024

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

Tobias Kessler, Chair Lucinda Farrow-Grant, Member Dr. Anwen Llewellyn, Member

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

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

RE: CEO Search Process — Recommended Governance Protocols and Procedural Safeguards

MATTER NO.: 1017-00002

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I. Introduction and Purpose

Calderwood & Harkness LLP was engaged on March 12, 2024, by the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") to serve as independent governance counsel in connection with the CEO succession process and the Board's response to the activist campaign currently being waged by Corvus Peak Capital Partners LP ("Corvus Peak"). Our engagement was unanimously approved by the Board following the resignation of Marcus Vane as Chief Executive Officer, effective March 8, 2024, and the subsequent designation of Priya Nair-Whitfield, AGMG's Chief Operating Officer, as Interim Chief Executive Officer.

On March 18, 2024, the Board adopted a resolution forming the Special Committee of the Board of Directors (the "Special Committee" or the "Committee"), composed of three independent non-executive directors: Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn. Pursuant to the terms of the Board resolution and the Special Committee's charter, the Committee has been granted sole authority to oversee the CEO succession process, including the identification, evaluation, and recommendation of candidates for the permanent CEO role. The Committee has also been charged with coordinating the Board's response to the proxy contest initiated by Corvus Peak, although the full Board retains ultimate decision-making authority with respect to the election of the Chief Executive Officer.

This memorandum provides the Special Committee with our detailed recommendations concerning the structure, governance, and procedural safeguards that should govern the CEO search process. Specifically, this memorandum addresses the following topics:

• Structuring the CEO search process to satisfy fiduciary obligations under Delaware law, including the duties of care and loyalty, and to withstand potential judicial scrutiny in the event of shareholder litigation;

• Interview protocols for both internal and external candidates, designed to ensure consistency, fairness, and comparability of evaluations;

• Evaluation criteria and a standardized scoring methodology to provide an objective, documentable framework for candidate assessment;

• Documentation standards and record-keeping protocols that are critical for fiduciary protection, particularly in light of the contested environment in which this search is being conducted;

• Coordination protocols with Hargrove Tate Partners LLC ("Hargrove Tate"), the executive search firm retained by the Nominating & Governance Committee on March 15, 2024, to assist with the identification and evaluation of CEO candidates; and

• Interaction protocols governing the flow of information among the Special Committee and the Company's other advisors, including Ashworth Velmoran LLP (the Company's standing outside counsel), Brackenridge Howard Associates Inc. (the Compensation Committee's independent compensation consultant), and any financial advisor that may be engaged in connection with a potential review of strategic alternatives.

The urgency and sensitivity of these recommendations are driven by the circumstances surrounding the CEO transition. As the Committee is aware, Marcus Vane resigned as CEO effective March 8, 2024, following a period of escalating tensions with certain Board members and in the context of deteriorating relationships with key shareholders. Priya Nair-Whitfield was designated Interim CEO by the Board on the same date, a decision that was supported by a majority of the Board but which has been publicly criticized by Corvus Peak.

Corvus Peak, which has filed an amended Schedule 13D with the Securities and Exchange Commission disclosing an aggregate ownership position of approximately 8.7% of AGMG's outstanding ordinary shares, has publicly characterized the Interim CEO designation as a "predetermined outcome" and evidence of a Board that is "unwilling to consider alternatives that serve all shareholders." Corvus Peak has announced its intention to nominate three director candidates — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — for election at the Company's 2024 Annual General Meeting, currently scheduled for June 7, 2024. In addition, Corvus Peak has made public statements advocating for Jonathan Hale, the former Chairman and CEO of Meridian Studios International Inc., as its preferred candidate for the permanent CEO role.

In this context, the CEO search process must be structured to withstand the most exacting scrutiny. The process must be fair, thorough, and demonstrably unbiased. The Special Committee must be able to show — through contemporaneous documentation and a rigorous, criteria-driven evaluation methodology — that its recommendation was the product of a deliberate, fully informed, and good-faith process that considered all reasonably available candidates and that was not influenced by Board factionalism, management preferences, or the demands of any particular shareholder.

The recommendations set forth in this memorandum are designed to achieve these objectives.

II. Fiduciary Framework Governing the CEO Search

A. Applicable Standards Under Delaware Law

AGMG is incorporated in the State of Delaware, and accordingly the fiduciary obligations of its directors are governed by Delaware law. The foundational principles that apply to the CEO search process are well established, though their application in a contested environment demands particular care.

Directors of a Delaware corporation owe fiduciary duties of care and loyalty in all significant corporate decisions. The selection of a chief executive officer is among the most consequential decisions a board of directors can make, and the duties of care and loyalty apply with full force to the search, evaluation, and selection process.

The duty of care requires that directors inform themselves of all material information reasonably available before making a decision. Aronson v. Lewis, 473 A.2d 805, 812 (Del. 1984). This duty encompasses the obligation to act in good faith, to engage in a deliberate and informed decision-making process, and to devote adequate time and attention to the matter at hand. In the context of a CEO search, the duty of care requires the Board — and, by delegation, the Special Committee — to undertake a thorough process for identifying and evaluating candidates, to engage qualified professional advisors, to develop and apply objective evaluation criteria, and to document the basis for its ultimate recommendation.

The duty of loyalty requires that directors act in the best interests of the corporation and its shareholders, and not in their own personal interests or the interests of third parties. Guth v. Loft, Inc., 5 A.2d 503, 510 (Del. 1939). In the current context, the duty of loyalty has particular salience given the factional dynamics within the Board and the active involvement of an activist shareholder with a stated preference for a particular candidate. The Committee must be vigilant against any appearance — or reality — that its deliberations are being influenced by allegiances to particular Board factions, by personal relationships between Committee members and candidates, or by a desire to appease or resist Corvus Peak.

Under ordinary circumstances, decisions regarding CEO succession are reviewed under the business judgment rule, which creates a presumption that directors acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the corporation. In re Walt Disney Co. Derivative Litig., 906 A.2d 27, 52 (Del. 2006). When the business judgment rule applies, a court will not second-guess the substantive merits of the board's decision unless the plaintiff can demonstrate that the directors breached their fiduciary duties.

However, the current contested circumstances — including the activist campaign by Corvus Peak, the factional split on the Board, and the pendency of a proxy contest — create a heightened risk that the process will be challenged and subjected to a more searching form of judicial review. We note the following enhanced standards that may be implicated:

First, to the extent that the CEO succession process intersects with a review of strategic alternatives or a potential change-of-control transaction, the Revlon standard may apply, requiring the Board to act reasonably to maximize shareholder value. Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986). At this time, we do not believe that Revlon duties are triggered by the CEO search process standing alone, but the Committee should be aware that developments in the strategic alternatives context could alter this analysis.

Second, if the Board takes defensive actions in response to Corvus Peak's proxy contest, the Unocal standard of enhanced scrutiny may apply, requiring the Board to demonstrate that it had reasonable grounds for believing a danger to corporate policy and effectiveness existed and that the defensive measure adopted was reasonable in relation to the threat posed. Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985). While the CEO search is not itself a defensive measure, any action taken in connection with the search that could be characterized as designed to entrench current management or to disadvantage Corvus Peak's nominees could trigger Unocal analysis.

Third, and of particular importance in this context, the Blasius standard may apply if the Board or Special Committee takes actions during the search process that can be characterized as primarily intended to interfere with the shareholder franchise. Blasius Indus., Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988). The Blasius standard imposes a "compelling justification" requirement on board actions taken for the primary purpose of impeding the exercise of shareholder voting power. The Committee should be mindful of this standard in all deliberations, particularly with respect to the timing of the search process relative to the Annual General Meeting and the proxy contest.

Calderwood & Harkness is preparing a comprehensive fiduciary duties memorandum, which we anticipate delivering to the Committee on or about March 25, 2024. That memorandum will provide an in-depth analysis of the Revlon, Unocal, Blasius, and enhanced scrutiny standards as they may apply to the various scenarios that could unfold during the search process and the concurrent proxy contest. The key principles set forth above are intended to frame the Committee's deliberations pending delivery of that more detailed analysis.

B. Heightened Scrutiny Risks in This Process

Beyond the general fiduciary framework, several specific features of the current situation create heightened scrutiny risks that the Special Committee must actively manage throughout the search process.

The Corvus Peak Campaign. Corvus Peak's public statements, including the anticipated April 15, 2024 open letter to AGMG shareholders, will likely frame any perceived bias toward the internal candidate, Priya Nair-Whitfield, as evidence of a process that was designed to produce a predetermined outcome. Corvus Peak's communications have consistently characterized the Board as beholden to entrenched management interests and resistant to meaningful change. The Committee should anticipate that every procedural decision, every timeline adjustment, and every substantive evaluation will be scrutinized through the lens of the activist's narrative. The best defense against this scrutiny is a genuinely open, rigorous, and well-documented process.

The Interim CEO Designation. The Board's designation of Nair-Whitfield as Interim CEO, while operationally prudent and consistent with standard governance practice for a company of AGMG's scale, creates an optics challenge. By serving as Interim CEO, Nair-Whitfield gains additional visibility, influence, and an operating track record that she can point to in the permanent CEO evaluation. Corvus Peak has already seized upon this point, arguing that the Interim CEO designation is a "soft anointment" that effectively prejudices the search outcome. The Committee must demonstrate — through the structure and documentation of the search process — that the permanent CEO selection is a genuinely open process, that the Interim CEO designation was a temporary operational measure and not a de facto precommitment to Nair-Whitfield as permanent CEO, and that external candidates received full and fair consideration.

The Jonathan Hale Candidacy. Jonathan Hale's candidacy, whether advanced directly by Corvus Peak or independently by Board members sympathetic to Corvus Peak's position, presents a distinct set of challenges. Hale's relationship with Damien Solberg, Corvus Peak's Founding Partner and Chief Investment Officer — including their shared board service at Keystone Digital Ventures Ltd. — raises questions about whether Hale's candidacy is genuinely independent or whether it is being advanced as part of Corvus Peak's broader campaign to exert influence over the Company's management. The Committee must handle Hale's candidacy with care: excluding him from consideration without adequate justification could support Corvus Peak's claim that the process was predetermined, while advancing him without appropriate conflict screening could expose the Committee to claims that it failed to adequately protect the Company's interests. We address the recommended approach to Hale's candidacy in greater detail in Section IX below.

Board Factionalism. The pre-reconstitution factional split within the Board — four directors supporting Nair-Whitfield (Dame Greenvale, Farrow-Grant, Pemberton, Delgado-Ríos), three supporting Hale (Kessler, Osei, Llewellyn), and one undecided (Garrett Voss) — underscores the need for a transparent, criteria-driven process. The composition of the Special Committee itself includes representatives of both factions (Farrow-Grant as a Nair-Whitfield supporter; Kessler and Llewellyn as Hale supporters), which is, from a governance perspective, a strength: it demonstrates that the Committee was not stacked in favor of either faction. However, this composition also means that deliberations within the Committee may be contentious, and the Committee will need to rely on the structured evaluation framework recommended herein to manage these dynamics and to produce a defensible recommendation.

C. Importance of Contemporaneous Documentation

We cannot overstate the importance of contemporaneous documentation in the current environment. Under Delaware law, contemporaneous documentation of the Board's and Committee's decision-making process is the single most important protective measure for directors in the event of subsequent litigation.

The Delaware Court of Chancery has repeatedly placed significant weight on the quality and completeness of board minutes, committee records, and advisor reports when evaluating whether directors met their fiduciary obligations. In In re Walt Disney Co. Derivative Litigation, the Court specifically noted the importance of board minutes in assessing whether directors engaged in a deliberate and informed process. Conversely, in Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985), the Court found the directors liable for breach of the duty of care in part because the record failed to demonstrate that the board had adequately informed itself before approving a merger transaction.

The lesson for this Committee is clear: all deliberations, evaluations, and decisions of the Special Committee should be documented in real time — not reconstructed after the fact. A record created contemporaneously with the events it describes carries far greater evidentiary weight than one prepared in anticipation of litigation. Moreover, contemporaneous documentation disciplines the decision-making process itself, ensuring that the Committee focuses on the right questions and considers the relevant information at each stage.

Recommendation: The Special Committee should retain a dedicated note-taker for all meetings. We propose that Nadine Khalil, in her capacity as Corporate Secretary, serve in this role, or designate an appropriate member of the corporate secretary's office. The note-taker should prepare draft minutes within 48 hours of each meeting. Calderwood & Harkness should review all draft minutes before they are circulated to Committee members for approval and before they are finalized. This review will serve two purposes: (1) ensuring that privileged communications between the Committee and its counsel are appropriately characterized in the minutes (i.e., noted as occurring but not substantively summarized in a way that could waive privilege), and (2) ensuring that the record reflects a thorough, deliberative process that would withstand judicial scrutiny.

III. Recommended Search Process Structure

We recommend that the CEO search be organized into three distinct phases, with defined objectives, timelines, and deliverables for each phase. This structured approach will facilitate contemporaneous documentation, ensure that the process is proceeding on a reasonable timeline, and provide the Committee with clear milestones against which to measure progress.

A. Phase 1: Search Definition and Candidate Identification (March 18 – April 15, 2024)

1. Development of Position Specification

The foundation of a defensible CEO search process is a well-articulated position specification that defines the qualifications, experience, and attributes the Board is seeking in its next chief executive. The position specification serves multiple functions: it guides the search firm's candidate identification efforts, provides an objective benchmark against which candidates can be evaluated, and — critically — demonstrates that the Committee approached the search with a clear set of criteria developed before any particular candidate was evaluated, rather than reverse-engineering criteria to fit a preferred candidate.

The Special Committee, in coordination with Hargrove Tate Partners LLC (Lead Partner: Christine Aldridge; 200 Clarendon Street, 48th Floor, Boston, MA 02116), should develop a comprehensive written CEO position specification that reflects the strategic needs of AGMG at this juncture in its corporate history. Key elements that the position specification should address include, without limitation, the following:

(a) Strategic Vision: The ability to articulate and execute a coherent strategic vision for a global media and entertainment conglomerate operating across multiple platforms and content verticals. This includes demonstrable experience with long-range strategic planning, market positioning, and competitive strategy in rapidly evolving industries.

(b) Streaming and Digital Content Expertise: Given the centrality of the Luminos platform to AGMG's growth strategy — the platform was launched in 2019 and the Streaming & Digital Content segment now accounts for approximately 42% of AGMG's consolidated revenue, or approximately $1,835.4 million based on the most recent fiscal year results — the next CEO must have meaningful experience with streaming and direct-to-consumer content businesses, including subscriber acquisition and retention, content investment strategy, and technology platform management.

(c) Live Entertainment Operations: Experience with live entertainment operations, including venue management, tour production, ticketing, and the integration of live and digital entertainment experiences, reflecting AGMG's Live Entertainment & Events segment.

(d) E-Commerce and Consumer Products: Familiarity with e-commerce capabilities and consumer products licensing, reflecting AGMG's Merchandising & E-Commerce segment.

(e) Public Company Executive Leadership: Prior experience serving as a chief executive officer or in a comparably senior executive role at a publicly traded company, with demonstrated ability to manage the demands of public company governance, including quarterly reporting, investor relations, and regulatory compliance.

(f) International Operations Management: Experience managing businesses across multiple jurisdictions, with particular emphasis on US-UK dual operations. AGMG is incorporated in Delaware and headquartered in London, with significant operations in both jurisdictions and additional operations in continental Europe, Asia, and Latin America. The next CEO must be comfortable navigating the regulatory, cultural, and operational complexities of a genuinely global enterprise.

(g) Activist Shareholder Experience: While not a prerequisite, experience navigating activist shareholder situations and contested proxy contests would be highly valued, given the current circumstances.

The position specification should be approved by the full Special Committee at a duly convened meeting before Hargrove Tate begins its outreach to potential candidates. The Committee's approval should be reflected in the meeting minutes, along with any discussion of the criteria and the rationale for the weightings assigned to each element.

Importantly, the specification should be sufficiently broad to encompass both internal and external candidates. If the specification were drafted in a manner that closely tracked Nair-Whitfield's specific background and experience, it could be challenged as having been designed to favor the internal candidate. Conversely, if it were drafted in a manner that effectively excluded candidates without certain niche qualifications that only Hale or another Corvus Peak-favored candidate possessed, it could be challenged as having been designed to produce a predetermined outcome in the opposite direction. The specification should reflect the genuine needs of the Company, informed by the Committee's independent judgment and the search firm's industry expertise.

2. Candidate Pool Development

A credible CEO search process must begin with a genuinely broad and diverse candidate pool. The Special Committee should instruct Hargrove Tate to develop an initial long list of at least eight to twelve external candidates, in addition to the internal candidate (Nair-Whitfield). This minimum threshold is important: a process that considers only one or two external candidates in addition to the internal candidate may be characterized as a "check the box" exercise rather than a genuine search.

The search should encompass candidates from across the broader media, entertainment, technology, and consumer-facing industries. It should not be limited to candidates already known to Board members or candidates who have been publicly discussed in connection with the AGMG CEO role. Hargrove Tate should be encouraged to identify candidates from outside the traditional media industry who may bring transferable skills and fresh perspectives — for example, executives from large-scale technology platforms, consumer brands with significant digital and e-commerce operations, or global hospitality and entertainment companies.

Hargrove Tate should provide the Special Committee with written profiles for each candidate on the long list, including background information, professional track record analysis, preliminary assessments of strategic fit against the position specification, and preliminary independence assessments. These profiles should be delivered in a standardized format to facilitate comparison.

With respect to the treatment of the internal candidate, Nair-Whitfield should be evaluated through the same process and against the same criteria as external candidates. Her candidacy should not be treated as a default or baseline against which external candidates are compared; rather, she should be one of several candidates competing for the role on equal footing. We recognize that the Committee's existing familiarity with Nair-Whitfield's performance as COO and Interim CEO may justify certain adaptations to the interview format — for example, the Committee may choose to focus her interview more heavily on forward-looking strategic vision questions rather than background experience questions that are already well known to the Committee. However, any such adaptations should be documented, along with the rationale for the adaptation, and the same scorecard criteria should be applied to her evaluation as to every other candidate.

3. Conflict and Independence Screening

Before any candidate advances beyond the initial screening stage, Hargrove Tate should conduct a preliminary independence check to identify any existing or prior relationships between the candidate and any of the following persons or entities:

(a) AGMG Board members, including both current directors and Corvus Peak's three director nominees (Malcolm Trask, Vanessa Loring, Dr. Raymond Chu);

(b) AGMG's senior management team, including Interim CEO Nair-Whitfield, CFO Garrett Voss, and other members of the executive leadership team;

(c) Corvus Peak Capital Partners LP, its principals (including Damien Solberg, Founding Partner and CIO, and Erin Nakamura, Managing Partner and COO), and its affiliates, advisors, and portfolio companies; and

(d) Any other persons or entities identified by the Special Committee as potentially relevant to the independence analysis.

Hargrove Tate should report all identified relationships to the Special Committee, regardless of whether Hargrove Tate considers them material. Calderwood & Harkness will separately review any flagged relationships for materiality under the independence standards set forth in the NYSE Listed Company Manual (particularly Section 303A) and under Delaware fiduciary law. The materiality determination should be made by the Committee, on the advice of counsel, not by the search firm.

Any candidate with a material pre-existing relationship with Corvus Peak or its principals should be flagged for enhanced due diligence and disclosure to the full Board. Jonathan Hale's candidacy is specifically noted in this regard. Hale's known association with Damien Solberg, including their joint service on the board of Keystone Digital Ventures Ltd., raises threshold questions about Hale's independence from Corvus Peak that must be thoroughly investigated and documented before Hale can be fairly evaluated as a CEO candidate. We address the recommended approach to Hale's candidacy in greater detail in Section IX of this memorandum.

B. Phase 2: Candidate Evaluation and Interviews (April 15 – May 15, 2024)

1. Interview Protocol

The interview process is the centerpiece of the candidate evaluation and must be designed to ensure consistency, fairness, and comparability across all candidates — internal and external. We strongly recommend that the following protocols be adopted by the Special Committee.

Committee Participation. All three members of the Special Committee (Kessler, Farrow-Grant, and Llewellyn) should participate in every candidate interview. The presence of all Committee members at every interview ensures that each member has a direct, first-hand basis for evaluating every candidate and eliminates the risk that a Committee member's assessment is based on second-hand information or another member's characterization of a candidate's performance. If scheduling constraints make it impossible for a Committee member to attend a particular interview in person, the member should participate by videoconference; an interview should not proceed without the participation of all three Committee members.

Standardized Interview Format. Each interview should follow a standardized format, with the same categories of questions asked of each candidate. The following format is recommended:

Opening (approximately 10 minutes): Introduction by the Committee Chair (Kessler), including an overview of AGMG's business segments, strategic priorities, and the context of the CEO succession. The opening should be scripted in advance to ensure that each candidate receives the same background information.

Section 1: Strategic Vision (approximately 25 minutes): The candidate's assessment of AGMG's competitive position in the global media landscape; views on the future of streaming and the Luminos platform; identification of the most significant growth opportunities and strategic risks facing the Company over the next three to five years; and the candidate's approach to content strategy, technology investment, and competitive differentiation.

Section 2: Operational Leadership (approximately 20 minutes): The candidate's experience managing organizations of comparable scale and complexity. For reference, AGMG has approximately 23,400 employees, generated approximately $4.37 billion in consolidated revenue in the most recent fiscal year, and operates across four business segments (Streaming & Digital Content, Broadcast & Cable Networks, Live Entertainment & Events, and Merchandising & E-Commerce). Questions should explore the candidate's track record in managing multi-segment businesses, driving operational efficiency, and making capital allocation decisions.

Section 3: Governance and Stakeholder Management (approximately 15 minutes): The candidate's approach to board relations, shareholder engagement, and experience with activist shareholder situations. Given the current contested environment, the Committee should explore how the candidate would approach the relationship with Corvus Peak and other significant shareholders, how the candidate views the respective roles of the board and management in corporate governance, and the candidate's philosophy regarding transparency and shareholder communication.

Section 4: Cultural Fit (approximately 15 minutes): The candidate's leadership style, personal values, and approach to talent management and organizational culture. Questions should explore how the candidate would approach integrating into AGMG's existing leadership team, the candidate's views on diversity and inclusion, and the candidate's track record of building high-performing teams.

Section 5: Candidate Questions (approximately 15–25 minutes): An open-ended segment in which the candidate is invited to ask questions of the Committee. The nature and quality of a candidate's questions can be highly revealing, and the Committee should give this segment adequate time.

Interview Duration and Logistics. The estimated duration for each interview is 90 to 120 minutes. Interviews should be conducted in person where possible. We recommend that interviews be held at AGMG's London headquarters at 14 Sceptre Row, London EC2V 7QN, or, if the Committee determines that a more neutral venue is preferable, at Calderwood & Harkness's London office at 25 Bishopsgate, London EC2N 3AR. For candidates based in the United States who cannot travel to London on the proposed schedule, videoconference may be used as a backup, though in-person interviews are strongly preferred for the impression and rapport that they provide and for the enhanced ability of Committee members to assess non-verbal communication and interpersonal dynamics.

Exclusion of Non-Committee Board Members. No Board member outside the Special Committee should participate in candidate interviews during the evaluation phase. The Committee's charter grants it sole authority to oversee the search process, and the involvement of non-Committee directors at the interview stage could undermine the Committee's independence and introduce additional factional dynamics. The Special Committee may, at its discretion, invite Dame Greenvale (as Non-Executive Chair of the Board) to meet one or two finalists at a later stage in the process, after the Committee has completed its initial evaluations and narrowed the field. Any such meeting should be documented, including the scope of discussion and Dame Greenvale's observations, and should be characterized as informational rather than evaluative.

2. Reference Checks

Hargrove Tate should conduct comprehensive reference checks on all candidates who advance to the shortlist stage. We recommend that a minimum of three to five references be contacted for each shortlisted candidate, including at least one former board member or board chair, at least one direct report, and at least one industry peer or counterpart. The reference check process should explore the candidate's leadership effectiveness, strategic judgment, integrity, interpersonal skills, and any areas of concern.

Reference check results should be provided to the Special Committee in written form, in a standardized report format, before the Committee's deliberation meetings. The reports should include verbatim or near-verbatim summaries of reference comments, identified by the reference's name, title, and relationship to the candidate (unless the reference requests anonymity, which should be noted in the report). The Committee should have an opportunity to review and discuss the reference check results as part of its deliberative process.

3. Background Investigations

In addition to the standard executive background checks that Hargrove Tate would normally conduct in connection with a CEO search (including verification of educational credentials, employment history, and litigation and regulatory history), we recommend that Hargrove Tate commission enhanced due diligence on any candidate with potential conflicts of interest, significant public profile issues, or other circumstances that warrant additional scrutiny.

For Jonathan Hale specifically, the enhanced due diligence should include, at a minimum:

(a) A detailed review of Hale's tenure as Chairman and CEO of Meridian Studios International Inc. from 2014 to 2022, including the circumstances of the Zenith Consolidated Entertainment Corp. acquisition of Meridian Studios for approximately $3.1 billion;

(b) An analysis of Hale's financial and advisory relationships, if any, with Corvus Peak Capital Partners LP or its affiliates, including any consulting agreements, carried interest arrangements, co-investment arrangements, or other economic relationships;

(c) A review of Hale's continuing involvement with Keystone Digital Ventures Ltd. and any other entities in which Damien Solberg or other Corvus Peak principals have an ownership or governance role;

(d) An assessment of any non-compete, non-solicitation, or other restrictive covenant obligations arising from Hale's departure from Meridian Studios or from the Zenith Consolidated acquisition; and

(e) A review of any public statements Hale has made regarding AGMG, Corvus Peak, or the AGMG CEO succession process.

The results of the enhanced due diligence should be provided to the Special Committee and to Calderwood & Harkness for review before the Committee's deliberation sessions.

C. Phase 3: Deliberation and Selection (May 15 – Target Completion)

1. Committee Deliberation Meetings

After all candidate interviews have been completed and all reference check and background investigation reports have been received, the Special Committee should convene at least two dedicated deliberation sessions to evaluate the candidates, compare their qualifications, and develop a recommendation for the full Board.

At the first deliberation session, each Committee member should present his or her individual assessments of each candidate using the standardized evaluation scorecard described in Section IV below. Each member should have completed the scorecard independently before the meeting, and the completed scorecards should be distributed to all Committee members at the outset of the session. The first deliberation should focus on ensuring that all Committee members have a shared understanding of each candidate's strengths and weaknesses, identifying areas of agreement and disagreement, and discussing any concerns regarding conflicts, independence, or other threshold issues.

At the second deliberation session, the Committee should discuss relative rankings, narrow the field to two or three finalists, and determine whether any follow-up interviews, additional reference checks, or supplemental information requests are needed before a recommendation can be made. If the Committee identifies a clear leading candidate at this stage, it may proceed to develop a recommendation; if not, additional deliberation sessions may be warranted. The Committee should not feel pressured to reach a premature consensus; a thorough deliberative process, even if it requires additional meetings, is far preferable to a rushed decision that may be vulnerable to challenge.

Calderwood & Harkness should be present at all deliberation meetings to provide real-time governance advice, to flag any issues that arise during the deliberations that may have fiduciary implications, and to ensure that the Committee's process remains within the bounds of its charter and applicable law.

2. Finalist Presentations to the Full Board

After the Special Committee has narrowed the field to one or two finalists, the Committee should present its findings and recommendation to the full Board of Directors at a duly convened Board meeting.

The Board retains ultimate authority to elect the Chief Executive Officer. The Special Committee's role, as defined by its charter and the Board resolution of March 18, 2024, is advisory and recommendatory; the current charter does not delegate final selection authority to the Committee. Accordingly, the Committee's presentation to the Board should be sufficiently detailed to enable the full Board to make an informed decision, and should include the following:

(a) The completed evaluation scorecards for all shortlisted candidates, including composite scores and individual Committee member scores;

(b) Written summaries of the Committee's assessment of each finalist's strengths, weaknesses, and overall fit with the position specification;

(d) Independence assessments for each finalist, including a discussion of any identified relationships and the Committee's assessment of their materiality;

(e) Proposed compensation terms for the recommended candidate (or, if two finalists are being presented, proposed terms for each), developed in consultation with Brackenridge Howard Associates Inc.; and

(f) The Committee's recommendation, with a clear statement of the supporting rationale, including an explanation of why the recommended candidate was selected over the alternatives.

3. Compensation Negotiation

Compensation terms for the incoming CEO should be developed in consultation with Brackenridge Howard Associates Inc. ("BHA"), the Compensation Committee's independent compensation consultant (Lead Consultant: Miriam Estabrook; 300 North LaSalle Street, Suite 4100, Chicago, IL 60654). BHA's role is to ensure that the proposed compensation package is competitive, market-appropriate, and aligned with AGMG's compensation philosophy and peer group benchmarking.

Under AGMG's governance structure, the Compensation Committee (not the Special Committee) has authority over the approval of executive compensation arrangements. However, we recommend that the Special Committee coordinate closely with the Compensation Committee to ensure that compensation terms are developed in parallel with the selection process, rather than sequentially. A delay between the selection of the preferred candidate and the negotiation of compensation terms creates unnecessary risk: the candidate may accept a competing opportunity, the Board may lose negotiating leverage, and the process may be publicly perceived as indecisive.

For context, Marcus Vane's compensation package at the time of his departure included a base salary of $2.4 million and a target annual bonus of $2.4 million (100% of base salary). His separation agreement provided for aggregate severance payments of $14.8 million. The successor's compensation package should be benchmarked against comparable public company CEO packages in the media and entertainment sector, taking into account the Company's size, complexity, global footprint, and current competitive dynamics. BHA should be engaged to prepare a preliminary compensation analysis once the Committee has narrowed the candidate pool to two or three finalists.

IV. Evaluation Criteria and Scoring Methodology

A. Proposed Evaluation Scorecard

A standardized, quantitative evaluation framework is essential for ensuring objectivity, facilitating comparison across candidates, and creating a documented record of the Committee's analytical process. We recommend that the Special Committee adopt a numerical scoring rubric to evaluate each candidate across defined criteria, using a scale of 1 to 5, where 1 indicates that the candidate does not meet expectations for the criterion, 2 indicates that the candidate partially meets expectations, 3 indicates that the candidate meets expectations, 4 indicates that the candidate exceeds expectations, and 5 indicates that the candidate is exceptional on the criterion.

The following criteria and weightings are proposed:

The weightings reflect our assessment, developed in consultation with the Committee Chair, of the relative importance of each criterion given AGMG's current strategic priorities and the specific challenges facing the incoming CEO. The Committee should review and, if appropriate, adjust these weightings before adopting the scorecard. Any adjustments should be made — and documented — before the scorecard is applied to any candidate, to avoid any appearance that the weightings were adjusted after the fact to favor a particular candidate.

B. Documentation of Scores and Rationale

Each Special Committee member should independently complete a scorecard for each candidate before the deliberation sessions. In addition to assigning a numerical score for each criterion, each Committee member should provide written comments supporting each score. The written comments are critical: they provide the qualitative context that gives meaning to the numerical scores and create a contemporaneous record of the Committee member's reasoning.

Completed scorecards should be collected by the Corporate Secretary and retained as part of the official Special Committee record. Individual scorecards should not be discarded or replaced; if a Committee member revises a score after deliberation, the revised scorecard should be maintained alongside the original, with a notation indicating the reason for the revision.

The composite scores (i.e., the weighted average of all three Committee members' scores for each candidate on each criterion) and the written rationale supporting the Committee's overall assessment should be included in the Committee's formal recommendation to the full Board.

V. Documentation Standards and Record-Keeping Protocols

A. Meeting Minutes

As discussed in Section II.C above, contemporaneous documentation is the cornerstone of fiduciary protection. We recommend the following specific protocols for the preparation and maintenance of Special Committee meeting minutes.

Detailed minutes should be prepared for every Special Committee meeting, whether held in person, by teleconference, or by videoconference. The minutes should record, at a minimum, the following information:

(a) Date, time, and duration of the meeting;

(b) Location (if in person) or format (if by teleconference or videoconference);

(c) Attendees, including all Committee members present and any advisors, consultants, or support personnel in attendance (e.g., Calderwood & Harkness attorneys, Hargrove Tate representatives, Corporate Secretary);

(d) A summary of the topics discussed, with sufficient detail to demonstrate the breadth and depth of the Committee's deliberations;

(e) Any presentations made, with copies of presentation materials appended to or referenced in the minutes;

(f) All decisions reached, including the vote (or consensus) on each decision;

(g) Action items identified, with the responsible party and expected completion date for each; and

(h) Any recusals, with a statement of the reason for the recusal.

Minutes should be drafted within 48 hours of each meeting by the designated note-taker (proposed: Nadine Khalil, Corporate Secretary, or her designee). Draft minutes should be circulated to Committee members for review and comment, and should be finalized within seven days of the meeting. Finalized minutes should be approved by the Committee at its next meeting.

Calderwood & Harkness should review all draft minutes before they are circulated to Committee members and before they are finalized. This review will ensure that: (1) any communications between the Committee and its counsel that are reflected in the minutes are characterized in a manner that preserves the attorney-client privilege (i.e., the minutes should note that counsel provided advice on a particular topic but should not summarize the substance of that advice); and (2) the overall record reflects a thorough, deliberative process consistent with the Committee's fiduciary obligations.

B. Preservation of Candidate Materials

All candidate-related materials generated or received during the search process should be maintained in a centralized, secure repository under the custody of the Corporate Secretary. These materials include, without limitation:

• Candidate resumes and curricula vitae;

• Hargrove Tate candidate profiles and assessment reports;

• Interview notes prepared by Committee members;

• Completed evaluation scorecards;

• Reference check reports;

• Background investigation reports;

• Correspondence with or regarding candidates;

• Draft and final versions of the position specification; and

• Any other documents generated in connection with the search process.

Access to the centralized repository should be restricted to Special Committee members, Calderwood & Harkness, Hargrove Tate (with respect to materials that Hargrove Tate generated or requires access to in order to perform its engagement), and such other advisors as the Committee specifically authorizes in writing. The Interim CEO, the CFO, and other members of AGMG's management team should not have access to the repository.

Materials should be labeled "PRIVILEGED & CONFIDENTIAL — SPECIAL COMMITTEE WORK PRODUCT" where appropriate to preserve attorney-client privilege and work product protection. We note that not all candidate materials will qualify for privilege protection — for example, a candidate's resume is not a privileged document — but materials that reflect the Committee's evaluative process, such as interview notes, scorecards, and deliberation summaries, should be treated as privileged to the extent they were prepared at the direction of counsel or in anticipation of potential litigation.

This documentation protocol is especially critical in light of Corvus Peak's demand, made by letter dated March 22, 2024, under Section 220 of the Delaware General Corporation Law ("DGCL") for access to the Company's books and records, including materials relating to the CEO search process. Calderwood & Harkness is preparing a separate analysis of the Section 220 demand and the Company's obligations in response. Properly maintained privilege designations, combined with a well-organized document repository, will be essential to defending any objections to production and to demonstrating the Committee's good faith in the event of litigation.

C. Email and Communication Protocols

Informal communications — personal emails, text messages, and messaging applications — present significant risks in a contested corporate governance situation. Such communications may be discoverable in litigation, may be difficult to preserve and produce, and may contain unguarded or incomplete statements that, taken out of context, could be used to challenge the integrity of the Committee's process.

We recommend the following communication protocols:

(a) Committee members should avoid substantive discussions of candidate evaluations, Committee deliberations, or search process strategy via personal email, text message, or other informal channels.

(b) All substantive communications regarding the search should be directed through official AGMG email (with copies to the Corporate Secretary for the Committee's files) or through Calderwood & Harkness's secure communication platform.

(c) Where substantive discussions occur by telephone and are not part of a formally noticed Committee meeting, the participant who initiated the call should prepare a brief written summary of the discussion and file it with the Corporate Secretary for inclusion in the Committee's records.

(d) Committee members should be mindful that any written communication regarding the search process — regardless of the medium — may be subject to discovery in litigation and should be drafted accordingly.

VI. Coordination with Hargrove Tate Partners LLC

A. Scope of Engagement and Reporting

Hargrove Tate Partners LLC was retained by the Nominating & Governance Committee on March 15, 2024, to assist with the CEO search. The engagement is structured as a $750,000 flat fee, payable in three installments of $250,000 each: the first installment upon execution of the engagement letter, the second upon delivery of the final candidate slate to the Special Committee, and the third upon the successful placement of a permanent CEO. The first installment of $250,000 has been paid.

Now that the Special Committee has been formed and charged with overseeing the search, Hargrove Tate's reporting line should be adjusted to reflect the Committee's authority. Specifically, Hargrove Tate should report directly to the Special Committee on all matters relating to the CEO search. Hargrove Tate should not report to AGMG management, including the Interim CEO, the CFO, or the General Counsel, on substantive search matters, nor should Hargrove Tate report to the full Board on such matters except at the direction of the Special Committee. The Nominating & Governance Committee's original engagement letter should be supplemented or amended to reflect this reporting structure, and we are prepared to assist with the preparation of the necessary documentation.

Christine Aldridge, Lead Partner at Hargrove Tate, should be designated as the primary point of contact with the Special Committee. All search-related communications between Hargrove Tate and the Committee should flow through Aldridge. The Committee should designate its Chair (Kessler) as the primary point of contact on the Committee side, while ensuring that all communications are shared with the full Committee in a timely manner.

We recommend that the Committee Chair hold weekly status calls with Aldridge during the active search phases (Phases 1 and 2), with written summaries of each call circulated to the full Committee within 24 hours.

B. Information Sharing Boundaries

Clear information boundaries are essential to preserving the integrity of the search process and to avoiding the creation of conflicts or the appearance of bias. We recommend the following restrictions:

(a) Hargrove Tate should not share candidate-specific information — including candidate names, profiles, interview schedules, or evaluation results — with AGMG management, including Interim CEO Nair-Whitfield and CFO Garrett Voss, unless specifically authorized by the Special Committee. Management's involvement in the candidate evaluation process would compromise the Committee's independence and could create the appearance that the process is being managed by the very executives who have a personal stake in its outcome.

(b) Hargrove Tate should not communicate directly with Corvus Peak Capital Partners LP, Corvus Peak's legal counsel (Blackthorn Howell & Crane LLP, Lead Partner: Dominic Sayer), Corvus Peak's proxy solicitor (Falconer Strauss LLC, Lead Consultant: Derek Huang), or Corvus Peak's director nominees (Trask, Loring, Chu). Any communication with Corvus Peak or its representatives regarding the CEO search should be managed exclusively by Calderwood & Harkness, at the direction of the Special Committee.

(c) Hargrove Tate should coordinate with Calderwood & Harkness on any issues relating to candidate conflicts, independence, or legal considerations before reporting such issues to the Committee. This coordination ensures that the Committee receives fully contextualized advice that integrates the search firm's factual findings with legal analysis.

C. Deliverables and Timeline

We recommend the following deliverable schedule for Hargrove Tate, subject to adjustment as the search progresses:

This timeline is ambitious but achievable given Hargrove Tate's resources and the urgency of the search. The Committee should monitor Hargrove Tate's progress against these milestones through the weekly status calls and should not hesitate to request adjustments if additional time is needed to ensure thoroughness.

VII. Coordination with Other Advisors

A. Ashworth Velmoran LLP (Standing Outside Counsel)

Ashworth Velmoran LLP (Lead Partner: Martin Cho; One Liberty Plaza, New York, NY 10006) has served as AGMG's standing outside counsel since 2015 and has deep familiarity with the Company's business, contracts, and regulatory obligations. However, Ashworth Velmoran is viewed by Corvus Peak — and, in our assessment, not without some basis — as "management-aligned." Corvus Peak's proxy materials are expected to highlight Ashworth Velmoran's long-standing relationship with AGMG management as evidence that the Board has historically deferred to management's preferred advisors rather than exercising independent judgment.

Calderwood & Harkness's engagement as independent governance counsel was specifically intended to address this concern and to provide the Board and the Special Committee with advice that is demonstrably independent of management influence. The respective roles of Calderwood & Harkness and Ashworth Velmoran were delineated in the March 19, 2024 letter from Nathaniel Bower to Martin Cho, which established the following division of responsibilities:

• Ashworth Velmoran LLP: Ongoing corporate matters, SEC disclosure and reporting (including Forms 8-K, 10-Q, 10-K, and proxy materials), commercial contracts, employment matters, and regulatory compliance;

• Calderwood & Harkness LLP: Governance advice to the Special Committee, fiduciary analysis, CEO search process design and oversight, proxy contest response strategy, and any related litigation matters.

Ashworth Velmoran should be kept informed of the search process at a general level — for example, that the process is proceeding on schedule, that interviews are being conducted, and that the Committee expects to make a recommendation by a specified date. However, Ashworth Velmoran should not receive candidate-specific information, should not participate in Special Committee deliberations, and should not have access to the Committee's centralized document repository. This information barrier is essential to preserving the Committee's independence and to ensuring that Calderwood & Harkness can provide advice that is free from any management influence.

B. Brackenridge Howard Associates Inc. (Compensation Consultant)

Brackenridge Howard Associates Inc. ("BHA"), led by Miriam Estabrook (300 North LaSalle Street, Suite 4100, Chicago, IL 60654), serves as the independent compensation consultant to the Compensation Committee. BHA's role in the CEO search process is limited to compensation benchmarking and structuring; BHA should not be involved in candidate selection or evaluation.

Once the Special Committee narrows the candidate pool to one or two finalists, BHA should be engaged to develop proposed compensation packages for discussion with the Compensation Committee. BHA's analysis should include peer group benchmarking (using the Company's existing peer group as a starting point, with adjustments as appropriate to reflect the incoming CEO's specific profile and the competitive market for CEO talent in the media and entertainment sector), as well as analysis of compensation structure (base salary, annual bonus, long-term incentive awards, sign-on equity grants, and severance protections).

The Special Committee and the Compensation Committee should coordinate closely to ensure that compensation discussions proceed in parallel with the selection process. We recommend that the Committee Chair confer with the Compensation Committee Chair to establish a coordination protocol as soon as the search enters Phase 2.

C. Stonebridge Crane & Co. (Financial Advisor — If Engaged)

We understand that the Board is considering the engagement of a financial advisor to evaluate potential strategic alternatives for the Company. While this engagement had not been finalized as of the date of this memorandum, we anticipate that it may be authorized in the coming weeks, particularly in light of Corvus Peak's public statements regarding the Company's "untapped strategic value."

If a financial advisor is engaged for the strategic alternatives workstream, strict information barriers must be maintained between that workstream and the CEO search process. Specifically:

(a) The financial advisor should not receive any information regarding CEO candidates, including candidate identities, evaluation results, or the Committee's deliberations;

(b) CEO candidates should not be informed of any potential strategic transactions under consideration by the Board unless and until the Board determines, on the advice of counsel, that such disclosure is appropriate (for example, if a leading candidate's willingness to serve would be materially affected by knowledge of a pending strategic alternative); and

(c) The Special Committee and any committee or working group overseeing the strategic alternatives review should maintain separate meeting agendas, minutes, and document repositories.

These information barriers serve multiple purposes: they protect the confidentiality of both workstreams, prevent the CEO search from being influenced by considerations relating to potential transactions (which could trigger Revlon or enhanced scrutiny concerns), and reduce the risk that a CEO candidate could use information about strategic alternatives for personal gain.

VIII. Handling the Internal Candidate — Priya Nair-Whitfield

A. Ensuring Process Fairness

Nair-Whitfield's dual role as Interim CEO and internal candidate for the permanent CEO position creates an inherent tension that must be carefully managed. As Interim CEO, Nair-Whitfield is responsible for the day-to-day management of the Company and reports to the Board. As an internal candidate, she is simultaneously being evaluated by the Special Committee against external alternatives. These dual roles create risks of information asymmetry (Nair-Whitfield may have access to information that external candidates do not), incumbency advantage (she is the most visible and familiar candidate to the Board)

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressees and persons specifically authorized to receive it. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this memorandum in error, please contact Calderwood & Harkness LLP immediately.
CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, NY 10019
25 Bishopsgate London EC2N 3AR
MEMORANDUM
March 22, 2024
TO: Special Committee of the Board of Directors, Aurelius Global Media Group PLC
Tobias Kessler, Chair Lucinda Farrow-Grant, Member Dr. Anwen Llewellyn, Member
CC: Dame Elspeth Greenvale, Non-Executive Chair, Aurelius Global Media Group PLC Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC
FROM: Nathaniel Bower, Partner, Calderwood & Harkness LLP Audrey Zhou, Associate, Calderwood & Harkness LLP
RE: CEO Search Process — Recommended Governance Protocols and Procedural Safeguards
MATTER NO.: 1017-00002
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I. Introduction and Purpose
Calderwood & Harkness LLP was engaged on March 12, 2024, by the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") to serve as independent governance counsel in connection with the CEO succession process and the Board's response to the activist campaign currently being waged by Corvus Peak Capital Partners LP ("Corvus Peak"). Our engagement was unanimously approved by the Board following the resignation of Marcus Vane as Chief Executive Officer, effective March 8, 2024, and the subsequent designation of Priya Nair-Whitfield, AGMG's Chief Operating Officer, as Interim Chief Executive Officer.
On March 18, 2024, the Board adopted a resolution forming the Special Committee of the Board of Directors (the "Special Committee" or the "Committee"), composed of three independent non-executive directors: Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn. Pursuant to the terms of the Board resolution and the Special Committee's charter, the Committee has been granted sole authority to oversee the CEO succession process, including the identification, evaluation, and recommendation of candidates for the permanent CEO role. The Committee has also been charged with coordinating the Board's response to the proxy contest initiated by Corvus Peak, although the full Board retains ultimate decision-making authority with respect to the election of the Chief Executive Officer.
This memorandum provides the Special Committee with our detailed recommendations concerning the structure, governance, and procedural safeguards that should govern the CEO search process. Specifically, this memorandum addresses the following topics:
• Structuring the CEO search process to satisfy fiduciary obligations under Delaware law, including the duties of care and loyalty, and to withstand potential judicial scrutiny in the event of shareholder litigation;
• Interview protocols for both internal and external candidates, designed to ensure consistency, fairness, and comparability of evaluations;
• Evaluation criteria and a standardized scoring methodology to provide an objective, documentable framework for candidate assessment;
• Documentation standards and record-keeping protocols that are critical for fiduciary protection, particularly in light of the contested environment in which this search is being conducted;
• Coordination protocols with Hargrove Tate Partners LLC ("Hargrove Tate"), the executive search firm retained by the Nominating & Governance Committee on March 15, 2024, to assist with the identification and evaluation of CEO candidates; and
• Interaction protocols governing the flow of information among the Special Committee and the Company's other advisors, including Ashworth Velmoran LLP (the Company's standing outside counsel), Brackenridge Howard Associates Inc. (the Compensation Committee's independent compensation consultant), and any financial advisor that may be engaged in connection with a potential review of strategic alternatives.
The urgency and sensitivity of these recommendations are driven by the circumstances surrounding the CEO transition. As the Committee is aware, Marcus Vane resigned as CEO effective March 8, 2024, following a period of escalating tensions with certain Board members and in the context of deteriorating relationships with key shareholders. Priya Nair-Whitfield was designated Interim CEO by the Board on the same date, a decision that was supported by a majority of the Board but which has been publicly criticized by Corvus Peak.
Corvus Peak, which has filed an amended Schedule 13D with the Securities and Exchange Commission disclosing an aggregate ownership position of approximately 8.7% of AGMG's outstanding ordinary shares, has publicly characterized the Interim CEO designation as a "predetermined outcome" and evidence of a Board that is "unwilling to consider alternatives that serve all shareholders." Corvus Peak has announced its intention to nominate three director candidates — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — for election at the Company's 2024 Annual General Meeting, currently scheduled for June 7, 2024. In addition, Corvus Peak has made public statements advocating for Jonathan Hale, the former Chairman and CEO of Meridian Studios International Inc., as its preferred candidate for the permanent CEO role.
In this context, the CEO search process must be structured to withstand the most exacting scrutiny. The process must be fair, thorough, and demonstrably unbiased. The Special Committee must be able to show — through contemporaneous documentation and a rigorous, criteria-driven evaluation methodology — that its recommendation was the product of a deliberate, fully informed, and good-faith process that considered all reasonably available candidates and that was not influenced by Board factionalism, management preferences, or the demands of any particular shareholder.
The recommendations set forth in this memorandum are designed to achieve these objectives.
II. Fiduciary Framework Governing the CEO Search
A. Applicable Standards Under Delaware Law
AGMG is incorporated in the State of Delaware, and accordingly the fiduciary obligations of its directors are governed by Delaware law. The foundational principles that apply to the CEO search process are well established, though their application in a contested environment demands particular care.
Directors of a Delaware corporation owe fiduciary duties of care and loyalty in all significant corporate decisions. The selection of a chief executive officer is among the most consequential decisions a board of directors can make, and the duties of care and loyalty apply with full force to the search, evaluation, and selection process.
The duty of care requires that directors inform themselves of all material information reasonably available before making a decision. Aronson v. Lewis, 473 A.2d 805, 812 (Del. 1984). This duty encompasses the obligation to act in good faith, to engage in a deliberate and informed decision-making process, and to devote adequate time and attention to the matter at hand. In the context of a CEO search, the duty of care requires the Board — and, by delegation, the Special Committee — to undertake a thorough process for identifying and evaluating candidates, to engage qualified professional advisors, to develop and apply objective evaluation criteria, and to document the basis for its ultimate recommendation.
The duty of loyalty requires that directors act in the best interests of the corporation and its shareholders, and not in their own personal interests or the interests of third parties. Guth v. Loft, Inc., 5 A.2d 503, 510 (Del. 1939). In the current context, the duty of loyalty has particular salience given the factional dynamics within the Board and the active involvement of an activist shareholder with a stated preference for a particular candidate. The Committee must be vigilant against any appearance — or reality — that its deliberations are being influenced by allegiances to particular Board factions, by personal relationships between Committee members and candidates, or by a desire to appease or resist Corvus Peak.
Under ordinary circumstances, decisions regarding CEO succession are reviewed under the business judgment rule, which creates a presumption that directors acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the corporation. In re Walt Disney Co. Derivative Litig., 906 A.2d 27, 52 (Del. 2006). When the business judgment rule applies, a court will not second-guess the substantive merits of the board's decision unless the plaintiff can demonstrate that the directors breached their fiduciary duties.
However, the current contested circumstances — including the activist campaign by Corvus Peak, the factional split on the Board, and the pendency of a proxy contest — create a heightened risk that the process will be challenged and subjected to a more searching form of judicial review. We note the following enhanced standards that may be implicated:
First, to the extent that the CEO succession process intersects with a review of strategic alternatives or a potential change-of-control transaction, the Revlon standard may apply, requiring the Board to act reasonably to maximize shareholder value. Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986). At this time, we do not believe that Revlon duties are triggered by the CEO search process standing alone, but the Committee should be aware that developments in the strategic alternatives context could alter this analysis.
Second, if the Board takes defensive actions in response to Corvus Peak's proxy contest, the Unocal standard of enhanced scrutiny may apply, requiring the Board to demonstrate that it had reasonable grounds for believing a danger to corporate policy and effectiveness existed and that the defensive measure adopted was reasonable in relation to the threat posed. Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985). While the CEO search is not itself a defensive measure, any action taken in connection with the search that could be characterized as designed to entrench current management or to disadvantage Corvus Peak's nominees could trigger Unocal analysis.
Third, and of particular importance in this context, the Blasius standard may apply if the Board or Special Committee takes actions during the search process that can be characterized as primarily intended to interfere with the shareholder franchise. Blasius Indus., Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988). The Blasius standard imposes a "compelling justification" requirement on board actions taken for the primary purpose of impeding the exercise of shareholder voting power. The Committee should be mindful of this standard in all deliberations, particularly with respect to the timing of the search process relative to the Annual General Meeting and the proxy contest.
Calderwood & Harkness is preparing a comprehensive fiduciary duties memorandum, which we anticipate delivering to the Committee on or about March 25, 2024. That memorandum will provide an in-depth analysis of the Revlon, Unocal, Blasius, and enhanced scrutiny standards as they may apply to the various scenarios that could unfold during the search process and the concurrent proxy contest. The key principles set forth above are intended to frame the Committee's deliberations pending delivery of that more detailed analysis.
B. Heightened Scrutiny Risks in This Process
Beyond the general fiduciary framework, several specific features of the current situation create heightened scrutiny risks that the Special Committee must actively manage throughout the search process.
The Corvus Peak Campaign. Corvus Peak's public statements, including the anticipated April 15, 2024 open letter to AGMG shareholders, will likely frame any perceived bias toward the internal candidate, Priya Nair-Whitfield, as evidence of a process that was designed to produce a predetermined outcome. Corvus Peak's communications have consistently characterized the Board as beholden to entrenched management interests and resistant to meaningful change. The Committee should anticipate that every procedural decision, every timeline adjustment, and every substantive evaluation will be scrutinized through the lens of the activist's narrative. The best defense against this scrutiny is a genuinely open, rigorous, and well-documented process.
The Interim CEO Designation. The Board's designation of Nair-Whitfield as Interim CEO, while operationally prudent and consistent with standard governance practice for a company of AGMG's scale, creates an optics challenge. By serving as Interim CEO, Nair-Whitfield gains additional visibility, influence, and an operating track record that she can point to in the permanent CEO evaluation. Corvus Peak has already seized upon this point, arguing that the Interim CEO designation is a "soft anointment" that effectively prejudices the search outcome. The Committee must demonstrate — through the structure and documentation of the search process — that the permanent CEO selection is a genuinely open process, that the Interim CEO designation was a temporary operational measure and not a de facto precommitment to Nair-Whitfield as permanent CEO, and that external candidates received full and fair consideration.
The Jonathan Hale Candidacy. Jonathan Hale's candidacy, whether advanced directly by Corvus Peak or independently by Board members sympathetic to Corvus Peak's position, presents a distinct set of challenges. Hale's relationship with Damien Solberg, Corvus Peak's Founding Partner and Chief Investment Officer — including their shared board service at Keystone Digital Ventures Ltd. — raises questions about whether Hale's candidacy is genuinely independent or whether it is being advanced as part of Corvus Peak's broader campaign to exert influence over the Company's management. The Committee must handle Hale's candidacy with care: excluding him from consideration without adequate justification could support Corvus Peak's claim that the process was predetermined, while advancing him without appropriate conflict screening could expose the Committee to claims that it failed to adequately protect the Company's interests. We address the recommended approach to Hale's candidacy in greater detail in Section IX below.
Board Factionalism. The pre-reconstitution factional split within the Board — four directors supporting Nair-Whitfield (Dame Greenvale, Farrow-Grant, Pemberton, Delgado-Ríos), three supporting Hale (Kessler, Osei, Llewellyn), and one undecided (Garrett Voss) — underscores the need for a transparent, criteria-driven process. The composition of the Special Committee itself includes representatives of both factions (Farrow-Grant as a Nair-Whitfield supporter; Kessler and Llewellyn as Hale supporters), which is, from a governance perspective, a strength: it demonstrates that the Committee was not stacked in favor of either faction. However, this composition also means that deliberations within the Committee may be contentious, and the Committee will need to rely on the structured evaluation framework recommended herein to manage these dynamics and to produce a defensible recommendation.
C. Importance of Contemporaneous Documentation
We cannot overstate the importance of contemporaneous documentation in the current environment. Under Delaware law, contemporaneous documentation of the Board's and Committee's decision-making process is the single most important protective measure for directors in the event of subsequent litigation.
The Delaware Court of Chancery has repeatedly placed significant weight on the quality and completeness of board minutes, committee records, and advisor reports when evaluating whether directors met their fiduciary obligations. In In re Walt Disney Co. Derivative Litigation, the Court specifically noted the importance of board minutes in assessing whether directors engaged in a deliberate and informed process. Conversely, in Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985), the Court found the directors liable for breach of the duty of care in part because the record failed to demonstrate that the board had adequately informed itself before approving a merger transaction.
The lesson for this Committee is clear: all deliberations, evaluations, and decisions of the Special Committee should be documented in real time — not reconstructed after the fact. A record created contemporaneously with the events it describes carries far greater evidentiary weight than one prepared in anticipation of litigation. Moreover, contemporaneous documentation disciplines the decision-making process itself, ensuring that the Committee focuses on the right questions and considers the relevant information at each stage.
Recommendation: The Special Committee should retain a dedicated note-taker for all meetings. We propose that Nadine Khalil, in her capacity as Corporate Secretary, serve in this role, or designate an appropriate member of the corporate secretary's office. The note-taker should prepare draft minutes within 48 hours of each meeting. Calderwood & Harkness should review all draft minutes before they are circulated to Committee members for approval and before they are finalized. This review will serve two purposes: (1) ensuring that privileged communications between the Committee and its counsel are appropriately characterized in the minutes (i.e., noted as occurring but not substantively summarized in a way that could waive privilege), and (2) ensuring that the record reflects a thorough, deliberative process that would withstand judicial scrutiny.
III. Recommended Search Process Structure
We recommend that the CEO search be organized into three distinct phases, with defined objectives, timelines, and deliverables for each phase. This structured approach will facilitate contemporaneous documentation, ensure that the process is proceeding on a reasonable timeline, and provide the Committee with clear milestones against which to measure progress.
A. Phase 1: Search Definition and Candidate Identification (March 18 – April 15, 2024)
1. Development of Position Specification
The foundation of a defensible CEO search process is a well-articulated position specification that defines the qualifications, experience, and attributes the Board is seeking in its next chief executive. The position specification serves multiple functions: it guides the search firm's candidate identification efforts, provides an objective benchmark against which candidates can be evaluated, and — critically — demonstrates that the Committee approached the search with a clear set of criteria developed before any particular candidate was evaluated, rather than reverse-engineering criteria to fit a preferred candidate.
The Special Committee, in coordination with Hargrove Tate Partners LLC (Lead Partner: Christine Aldridge; 200 Clarendon Street, 48th Floor, Boston, MA 02116), should develop a comprehensive written CEO position specification that reflects the strategic needs of AGMG at this juncture in its corporate history. Key elements that the position specification should address include, without limitation, the following:
(a) Strategic Vision: The ability to articulate and execute a coherent strategic vision for a global media and entertainment conglomerate operating across multiple platforms and content verticals. This includes demonstrable experience with long-range strategic planning, market positioning, and competitive strategy in rapidly evolving industries.
(b) Streaming and Digital Content Expertise: Given the centrality of the Luminos platform to AGMG's growth strategy — the platform was launched in 2019 and the Streaming & Digital Content segment now accounts for approximately 42% of AGMG's consolidated revenue, or approximately $1,835.4 million based on the most recent fiscal year results — the next CEO must have meaningful experience with streaming and direct-to-consumer content businesses, including subscriber acquisition and retention, content investment strategy, and technology platform management.
(c) Live Entertainment Operations: Experience with live entertainment operations, including venue management, tour production, ticketing, and the integration of live and digital entertainment experiences, reflecting AGMG's Live Entertainment & Events segment.
(d) E-Commerce and Consumer Products: Familiarity with e-commerce capabilities and consumer products licensing, reflecting AGMG's Merchandising & E-Commerce segment.
(e) Public Company Executive Leadership: Prior experience serving as a chief executive officer or in a comparably senior executive role at a publicly traded company, with demonstrated ability to manage the demands of public company governance, including quarterly reporting, investor relations, and regulatory compliance.
(f) International Operations Management: Experience managing businesses across multiple jurisdictions, with particular emphasis on US-UK dual operations. AGMG is incorporated in Delaware and headquartered in London, with significant operations in both jurisdictions and additional operations in continental Europe, Asia, and Latin America. The next CEO must be comfortable navigating the regulatory, cultural, and operational complexities of a genuinely global enterprise.
(g) Activist Shareholder Experience: While not a prerequisite, experience navigating activist shareholder situations and contested proxy contests would be highly valued, given the current circumstances.
The position specification should be approved by the full Special Committee at a duly convened meeting before Hargrove Tate begins its outreach to potential candidates. The Committee's approval should be reflected in the meeting minutes, along with any discussion of the criteria and the rationale for the weightings assigned to each element.
Importantly, the specification should be sufficiently broad to encompass both internal and external candidates. If the specification were drafted in a manner that closely tracked Nair-Whitfield's specific background and experience, it could be challenged as having been designed to favor the internal candidate. Conversely, if it were drafted in a manner that effectively excluded candidates without certain niche qualifications that only Hale or another Corvus Peak-favored candidate possessed, it could be challenged as having been designed to produce a predetermined outcome in the opposite direction. The specification should reflect the genuine needs of the Company, informed by the Committee's independent judgment and the search firm's industry expertise.
2. Candidate Pool Development
A credible CEO search process must begin with a genuinely broad and diverse candidate pool. The Special Committee should instruct Hargrove Tate to develop an initial long list of at least eight to twelve external candidates, in addition to the internal candidate (Nair-Whitfield). This minimum threshold is important: a process that considers only one or two external candidates in addition to the internal candidate may be characterized as a "check the box" exercise rather than a genuine search.
The search should encompass candidates from across the broader media, entertainment, technology, and consumer-facing industries. It should not be limited to candidates already known to Board members or candidates who have been publicly discussed in connection with the AGMG CEO role. Hargrove Tate should be encouraged to identify candidates from outside the traditional media industry who may bring transferable skills and fresh perspectives — for example, executives from large-scale technology platforms, consumer brands with significant digital and e-commerce operations, or global hospitality and entertainment companies.
Hargrove Tate should provide the Special Committee with written profiles for each candidate on the long list, including background information, professional track record analysis, preliminary assessments of strategic fit against the position specification, and preliminary independence assessments. These profiles should be delivered in a standardized format to facilitate comparison.
With respect to the treatment of the internal candidate, Nair-Whitfield should be evaluated through the same process and against the same criteria as external candidates. Her candidacy should not be treated as a default or baseline against which external candidates are compared; rather, she should be one of several candidates competing for the role on equal footing. We recognize that the Committee's existing familiarity with Nair-Whitfield's performance as COO and Interim CEO may justify certain adaptations to the interview format — for example, the Committee may choose to focus her interview more heavily on forward-looking strategic vision questions rather than background experience questions that are already well known to the Committee. However, any such adaptations should be documented, along with the rationale for the adaptation, and the same scorecard criteria should be applied to her evaluation as to every other candidate.
3. Conflict and Independence Screening
Before any candidate advances beyond the initial screening stage, Hargrove Tate should conduct a preliminary independence check to identify any existing or prior relationships between the candidate and any of the following persons or entities:
(a) AGMG Board members, including both current directors and Corvus Peak's three director nominees (Malcolm Trask, Vanessa Loring, Dr. Raymond Chu);
(b) AGMG's senior management team, including Interim CEO Nair-Whitfield, CFO Garrett Voss, and other members of the executive leadership team;
(c) Corvus Peak Capital Partners LP, its principals (including Damien Solberg, Founding Partner and CIO, and Erin Nakamura, Managing Partner and COO), and its affiliates, advisors, and portfolio companies; and
(d) Any other persons or entities identified by the Special Committee as potentially relevant to the independence analysis.
Hargrove Tate should report all identified relationships to the Special Committee, regardless of whether Hargrove Tate considers them material. Calderwood & Harkness will separately review any flagged relationships for materiality under the independence standards set forth in the NYSE Listed Company Manual (particularly Section 303A) and under Delaware fiduciary law. The materiality determination should be made by the Committee, on the advice of counsel, not by the search firm.
Any candidate with a material pre-existing relationship with Corvus Peak or its principals should be flagged for enhanced due diligence and disclosure to the full Board. Jonathan Hale's candidacy is specifically noted in this regard. Hale's known association with Damien Solberg, including their joint service on the board of Keystone Digital Ventures Ltd., raises threshold questions about Hale's independence from Corvus Peak that must be thoroughly investigated and documented before Hale can be fairly evaluated as a CEO candidate. We address the recommended approach to Hale's candidacy in greater detail in Section IX of this memorandum.
B. Phase 2: Candidate Evaluation and Interviews (April 15 – May 15, 2024)
1. Interview Protocol
The interview process is the centerpiece of the candidate evaluation and must be designed to ensure consistency, fairness, and comparability across all candidates — internal and external. We strongly recommend that the following protocols be adopted by the Special Committee.
Committee Participation. All three members of the Special Committee (Kessler, Farrow-Grant, and Llewellyn) should participate in every candidate interview. The presence of all Committee members at every interview ensures that each member has a direct, first-hand basis for evaluating every candidate and eliminates the risk that a Committee member's assessment is based on second-hand information or another member's characterization of a candidate's performance. If scheduling constraints make it impossible for a Committee member to attend a particular interview in person, the member should participate by videoconference; an interview should not proceed without the participation of all three Committee members.
Standardized Interview Format. Each interview should follow a standardized format, with the same categories of questions asked of each candidate. The following format is recommended:
Opening (approximately 10 minutes): Introduction by the Committee Chair (Kessler), including an overview of AGMG's business segments, strategic priorities, and the context of the CEO succession. The opening should be scripted in advance to ensure that each candidate receives the same background information.
Section 1: Strategic Vision (approximately 25 minutes): The candidate's assessment of AGMG's competitive position in the global media landscape; views on the future of streaming and the Luminos platform; identification of the most significant growth opportunities and strategic risks facing the Company over the next three to five years; and the candidate's approach to content strategy, technology investment, and competitive differentiation.
Section 2: Operational Leadership (approximately 20 minutes): The candidate's experience managing organizations of comparable scale and complexity. For reference, AGMG has approximately 23,400 employees, generated approximately $4.37 billion in consolidated revenue in the most recent fiscal year, and operates across four business segments (Streaming & Digital Content, Broadcast & Cable Networks, Live Entertainment & Events, and Merchandising & E-Commerce). Questions should explore the candidate's track record in managing multi-segment businesses, driving operational efficiency, and making capital allocation decisions.
Section 3: Governance and Stakeholder Management (approximately 15 minutes): The candidate's approach to board relations, shareholder engagement, and experience with activist shareholder situations. Given the current contested environment, the Committee should explore how the candidate would approach the relationship with Corvus Peak and other significant shareholders, how the candidate views the respective roles of the board and management in corporate governance, and the candidate's philosophy regarding transparency and shareholder communication.
Section 4: Cultural Fit (approximately 15 minutes): The candidate's leadership style, personal values, and approach to talent management and organizational culture. Questions should explore how the candidate would approach integrating into AGMG's existing leadership team, the candidate's views on diversity and inclusion, and the candidate's track record of building high-performing teams.
Section 5: Candidate Questions (approximately 15–25 minutes): An open-ended segment in which the candidate is invited to ask questions of the Committee. The nature and quality of a candidate's questions can be highly revealing, and the Committee should give this segment adequate time.
Interview Duration and Logistics. The estimated duration for each interview is 90 to 120 minutes. Interviews should be conducted in person where possible. We recommend that interviews be held at AGMG's London headquarters at 14 Sceptre Row, London EC2V 7QN, or, if the Committee determines that a more neutral venue is preferable, at Calderwood & Harkness's London office at 25 Bishopsgate, London EC2N 3AR. For candidates based in the United States who cannot travel to London on the proposed schedule, videoconference may be used as a backup, though in-person interviews are strongly preferred for the impression and rapport that they provide and for the enhanced ability of Committee members to assess non-verbal communication and interpersonal dynamics.
Exclusion of Non-Committee Board Members. No Board member outside the Special Committee should participate in candidate interviews during the evaluation phase. The Committee's charter grants it sole authority to oversee the search process, and the involvement of non-Committee directors at the interview stage could undermine the Committee's independence and introduce additional factional dynamics. The Special Committee may, at its discretion, invite Dame Greenvale (as Non-Executive Chair of the Board) to meet one or two finalists at a later stage in the process, after the Committee has completed its initial evaluations and narrowed the field. Any such meeting should be documented, including the scope of discussion and Dame Greenvale's observations, and should be characterized as informational rather than evaluative.
2. Reference Checks
Hargrove Tate should conduct comprehensive reference checks on all candidates who advance to the shortlist stage. We recommend that a minimum of three to five references be contacted for each shortlisted candidate, including at least one former board member or board chair, at least one direct report, and at least one industry peer or counterpart. The reference check process should explore the candidate's leadership effectiveness, strategic judgment, integrity, interpersonal skills, and any areas of concern.
Reference check results should be provided to the Special Committee in written form, in a standardized report format, before the Committee's deliberation meetings. The reports should include verbatim or near-verbatim summaries of reference comments, identified by the reference's name, title, and relationship to the candidate (unless the reference requests anonymity, which should be noted in the report). The Committee should have an opportunity to review and discuss the reference check results as part of its deliberative process.
3. Background Investigations
In addition to the standard executive background checks that Hargrove Tate would normally conduct in connection with a CEO search (including verification of educational credentials, employment history, and litigation and regulatory history), we recommend that Hargrove Tate commission enhanced due diligence on any candidate with potential conflicts of interest, significant public profile issues, or other circumstances that warrant additional scrutiny.
For Jonathan Hale specifically, the enhanced due diligence should include, at a minimum:
(a) A detailed review of Hale's tenure as Chairman and CEO of Meridian Studios International Inc. from 2014 to 2022, including the circumstances of the Zenith Consolidated Entertainment Corp. acquisition of Meridian Studios for approximately $3.1 billion;
(b) An analysis of Hale's financial and advisory relationships, if any, with Corvus Peak Capital Partners LP or its affiliates, including any consulting agreements, carried interest arrangements, co-investment arrangements, or other economic relationships;
(c) A review of Hale's continuing involvement with Keystone Digital Ventures Ltd. and any other entities in which Damien Solberg or other Corvus Peak principals have an ownership or governance role;
(d) An assessment of any non-compete, non-solicitation, or other restrictive covenant obligations arising from Hale's departure from Meridian Studios or from the Zenith Consolidated acquisition; and
(e) A review of any public statements Hale has made regarding AGMG, Corvus Peak, or the AGMG CEO succession process.
The results of the enhanced due diligence should be provided to the Special Committee and to Calderwood & Harkness for review before the Committee's deliberation sessions.
C. Phase 3: Deliberation and Selection (May 15 – Target Completion)
1. Committee Deliberation Meetings
After all candidate interviews have been completed and all reference check and background investigation reports have been received, the Special Committee should convene at least two dedicated deliberation sessions to evaluate the candidates, compare their qualifications, and develop a recommendation for the full Board.
At the first deliberation session, each Committee member should present his or her individual assessments of each candidate using the standardized evaluation scorecard described in Section IV below. Each member should have completed the scorecard independently before the meeting, and the completed scorecards should be distributed to all Committee members at the outset of the session. The first deliberation should focus on ensuring that all Committee members have a shared understanding of each candidate's strengths and weaknesses, identifying areas of agreement and disagreement, and discussing any concerns regarding conflicts, independence, or other threshold issues.
At the second deliberation session, the Committee should discuss relative rankings, narrow the field to two or three finalists, and determine whether any follow-up interviews, additional reference checks, or supplemental information requests are needed before a recommendation can be made. If the Committee identifies a clear leading candidate at this stage, it may proceed to develop a recommendation; if not, additional deliberation sessions may be warranted. The Committee should not feel pressured to reach a premature consensus; a thorough deliberative process, even if it requires additional meetings, is far preferable to a rushed decision that may be vulnerable to challenge.
Calderwood & Harkness should be present at all deliberation meetings to provide real-time governance advice, to flag any issues that arise during the deliberations that may have fiduciary implications, and to ensure that the Committee's process remains within the bounds of its charter and applicable law.
2. Finalist Presentations to the Full Board
After the Special Committee has narrowed the field to one or two finalists, the Committee should present its findings and recommendation to the full Board of Directors at a duly convened Board meeting.
The Board retains ultimate authority to elect the Chief Executive Officer. The Special Committee's role, as defined by its charter and the Board resolution of March 18, 2024, is advisory and recommendatory; the current charter does not delegate final selection authority to the Committee. Accordingly, the Committee's presentation to the Board should be sufficiently detailed to enable the full Board to make an informed decision, and should include the following:
(a) The completed evaluation scorecards for all shortlisted candidates, including composite scores and individual Committee member scores;
(b) Written summaries of the Committee's assessment of each finalist's strengths, weaknesses, and overall fit with the position specification;
(c) Reference check summaries for each finalist;
(d) Independence assessments for each finalist, including a discussion of any identified relationships and the Committee's assessment of their materiality;
(e) Proposed compensation terms for the recommended candidate (or, if two finalists are being presented, proposed terms for each), developed in consultation with Brackenridge Howard Associates Inc.; and
(f) The Committee's recommendation, with a clear statement of the supporting rationale, including an explanation of why the recommended candidate was selected over the alternatives.
3. Compensation Negotiation
Compensation terms for the incoming CEO should be developed in consultation with Brackenridge Howard Associates Inc. ("BHA"), the Compensation Committee's independent compensation consultant (Lead Consultant: Miriam Estabrook; 300 North LaSalle Street, Suite 4100, Chicago, IL 60654). BHA's role is to ensure that the proposed compensation package is competitive, market-appropriate, and aligned with AGMG's compensation philosophy and peer group benchmarking.
Under AGMG's governance structure, the Compensation Committee (not the Special Committee) has authority over the approval of executive compensation arrangements. However, we recommend that the Special Committee coordinate closely with the Compensation Committee to ensure that compensation terms are developed in parallel with the selection process, rather than sequentially. A delay between the selection of the preferred candidate and the negotiation of compensation terms creates unnecessary risk: the candidate may accept a competing opportunity, the Board may lose negotiating leverage, and the process may be publicly perceived as indecisive.
For context, Marcus Vane's compensation package at the time of his departure included a base salary of $2.4 million and a target annual bonus of $2.4 million (100% of base salary). His separation agreement provided for aggregate severance payments of $14.8 million. The successor's compensation package should be benchmarked against comparable public company CEO packages in the media and entertainment sector, taking into account the Company's size, complexity, global footprint, and current competitive dynamics. BHA should be engaged to prepare a preliminary compensation analysis once the Committee has narrowed the candidate pool to two or three finalists.
IV. Evaluation Criteria and Scoring Methodology
A. Proposed Evaluation Scorecard
A standardized, quantitative evaluation framework is essential for ensuring objectivity, facilitating comparison across candidates, and creating a documented record of the Committee's analytical process. We recommend that the Special Committee adopt a numerical scoring rubric to evaluate each candidate across defined criteria, using a scale of 1 to 5, where 1 indicates that the candidate does not meet expectations for the criterion, 2 indicates that the candidate partially meets expectations, 3 indicates that the candidate meets expectations, 4 indicates that the candidate exceeds expectations, and 5 indicates that the candidate is exceptional on the criterion.
The following criteria and weightings are proposed:
The weightings reflect our assessment, developed in consultation with the Committee Chair, of the relative importance of each criterion given AGMG's current strategic priorities and the specific challenges facing the incoming CEO. The Committee should review and, if appropriate, adjust these weightings before adopting the scorecard. Any adjustments should be made — and documented — before the scorecard is applied to any candidate, to avoid any appearance that the weightings were adjusted after the fact to favor a particular candidate.
B. Documentation of Scores and Rationale
Each Special Committee member should independently complete a scorecard for each candidate before the deliberation sessions. In addition to assigning a numerical score for each criterion, each Committee member should provide written comments supporting each score. The written comments are critical: they provide the qualitative context that gives meaning to the numerical scores and create a contemporaneous record of the Committee member's reasoning.
Completed scorecards should be collected by the Corporate Secretary and retained as part of the official Special Committee record. Individual scorecards should not be discarded or replaced; if a Committee member revises a score after deliberation, the revised scorecard should be maintained alongside the original, with a notation indicating the reason for the revision.
The composite scores (i.e., the weighted average of all three Committee members' scores for each candidate on each criterion) and the written rationale supporting the Committee's overall assessment should be included in the Committee's formal recommendation to the full Board.
V. Documentation Standards and Record-Keeping Protocols
A. Meeting Minutes
As discussed in Section II.C above, contemporaneous documentation is the cornerstone of fiduciary protection. We recommend the following specific protocols for the preparation and maintenance of Special Committee meeting minutes.
Detailed minutes should be prepared for every Special Committee meeting, whether held in person, by teleconference, or by videoconference. The minutes should record, at a minimum, the following information:
(a) Date, time, and duration of the meeting;
(b) Location (if in person) or format (if by teleconference or videoconference);
(c) Attendees, including all Committee members present and any advisors, consultants, or support personnel in attendance (e.g., Calderwood & Harkness attorneys, Hargrove Tate representatives, Corporate Secretary);
(d) A summary of the topics discussed, with sufficient detail to demonstrate the breadth and depth of the Committee's deliberations;
(e) Any presentations made, with copies of presentation materials appended to or referenced in the minutes;
(f) All decisions reached, including the vote (or consensus) on each decision;
(g) Action items identified, with the responsible party and expected completion date for each; and
(h) Any recusals, with a statement of the reason for the recusal.
Minutes should be drafted within 48 hours of each meeting by the designated note-taker (proposed: Nadine Khalil, Corporate Secretary, or her designee). Draft minutes should be circulated to Committee members for review and comment, and should be finalized within seven days of the meeting. Finalized minutes should be approved by the Committee at its next meeting.
Calderwood & Harkness should review all draft minutes before they are circulated to Committee members and before they are finalized. This review will ensure that: (1) any communications between the Committee and its counsel that are reflected in the minutes are characterized in a manner that preserves the attorney-client privilege (i.e., the minutes should note that counsel provided advice on a particular topic but should not summarize the substance of that advice); and (2) the overall record reflects a thorough, deliberative process consistent with the Committee's fiduciary obligations.
B. Preservation of Candidate Materials
All candidate-related materials generated or received during the search process should be maintained in a centralized, secure repository under the custody of the Corporate Secretary. These materials include, without limitation:
• Candidate resumes and curricula vitae;
• Hargrove Tate candidate profiles and assessment reports;
• Interview notes prepared by Committee members;
• Completed evaluation scorecards;
• Reference check reports;
• Background investigation reports;
• Correspondence with or regarding candidates;
• Draft and final versions of the position specification; and
• Any other documents generated in connection with the search process.
Access to the centralized repository should be restricted to Special Committee members, Calderwood & Harkness, Hargrove Tate (with respect to materials that Hargrove Tate generated or requires access to in order to perform its engagement), and such other advisors as the Committee specifically authorizes in writing. The Interim CEO, the CFO, and other members of AGMG's management team should not have access to the repository.
Materials should be labeled "PRIVILEGED & CONFIDENTIAL — SPECIAL COMMITTEE WORK PRODUCT" where appropriate to preserve attorney-client privilege and work product protection. We note that not all candidate materials will qualify for privilege protection — for example, a candidate's resume is not a privileged document — but materials that reflect the Committee's evaluative process, such as interview notes, scorecards, and deliberation summaries, should be treated as privileged to the extent they were prepared at the direction of counsel or in anticipation of potential litigation.
This documentation protocol is especially critical in light of Corvus Peak's demand, made by letter dated March 22, 2024, under Section 220 of the Delaware General Corporation Law ("DGCL") for access to the Company's books and records, including materials relating to the CEO search process. Calderwood & Harkness is preparing a separate analysis of the Section 220 demand and the Company's obligations in response. Properly maintained privilege designations, combined with a well-organized document repository, will be essential to defending any objections to production and to demonstrating the Committee's good faith in the event of litigation.
C. Email and Communication Protocols
Informal communications — personal emails, text messages, and messaging applications — present significant risks in a contested corporate governance situation. Such communications may be discoverable in litigation, may be difficult to preserve and produce, and may contain unguarded or incomplete statements that, taken out of context, could be used to challenge the integrity of the Committee's process.
We recommend the following communication protocols:
(a) Committee members should avoid substantive discussions of candidate evaluations, Committee deliberations, or search process strategy via personal email, text message, or other informal channels.
(b) All substantive communications regarding the search should be directed through official AGMG email (with copies to the Corporate Secretary for the Committee's files) or through Calderwood & Harkness's secure communication platform.
(c) Where substantive discussions occur by telephone and are not part of a formally noticed Committee meeting, the participant who initiated the call should prepare a brief written summary of the discussion and file it with the Corporate Secretary for inclusion in the Committee's records.
(d) Committee members should be mindful that any written communication regarding the search process — regardless of the medium — may be subject to discovery in litigation and should be drafted accordingly.
VI. Coordination with Hargrove Tate Partners LLC
A. Scope of Engagement and Reporting
Hargrove Tate Partners LLC was retained by the Nominating & Governance Committee on March 15, 2024, to assist with the CEO search. The engagement is structured as a $750,000 flat fee, payable in three installments of $250,000 each: the first installment upon execution of the engagement letter, the second upon delivery of the final candidate slate to the Special Committee, and the third upon the successful placement of a permanent CEO. The first installment of $250,000 has been paid.
Now that the Special Committee has been formed and charged with overseeing the search, Hargrove Tate's reporting line should be adjusted to reflect the Committee's authority. Specifically, Hargrove Tate should report directly to the Special Committee on all matters relating to the CEO search. Hargrove Tate should not report to AGMG management, including the Interim CEO, the CFO, or the General Counsel, on substantive search matters, nor should Hargrove Tate report to the full Board on such matters except at the direction of the Special Committee. The Nominating & Governance Committee's original engagement letter should be supplemented or amended to reflect this reporting structure, and we are prepared to assist with the preparation of the necessary documentation.
Christine Aldridge, Lead Partner at Hargrove Tate, should be designated as the primary point of contact with the Special Committee. All search-related communications between Hargrove Tate and the Committee should flow through Aldridge. The Committee should designate its Chair (Kessler) as the primary point of contact on the Committee side, while ensuring that all communications are shared with the full Committee in a timely manner.
We recommend that the Committee Chair hold weekly status calls with Aldridge during the active search phases (Phases 1 and 2), with written summaries of each call circulated to the full Committee within 24 hours.
B. Information Sharing Boundaries
Clear information boundaries are essential to preserving the integrity of the search process and to avoiding the creation of conflicts or the appearance of bias. We recommend the following restrictions:
(a) Hargrove Tate should not share candidate-specific information — including candidate names, profiles, interview schedules, or evaluation results — with AGMG management, including Interim CEO Nair-Whitfield and CFO Garrett Voss, unless specifically authorized by the Special Committee. Management's involvement in the candidate evaluation process would compromise the Committee's independence and could create the appearance that the process is being managed by the very executives who have a personal stake in its outcome.
(b) Hargrove Tate should not communicate directly with Corvus Peak Capital Partners LP, Corvus Peak's legal counsel (Blackthorn Howell & Crane LLP, Lead Partner: Dominic Sayer), Corvus Peak's proxy solicitor (Falconer Strauss LLC, Lead Consultant: Derek Huang), or Corvus Peak's director nominees (Trask, Loring, Chu). Any communication with Corvus Peak or its representatives regarding the CEO search should be managed exclusively by Calderwood & Harkness, at the direction of the Special Committee.
(c) Hargrove Tate should coordinate with Calderwood & Harkness on any issues relating to candidate conflicts, independence, or legal considerations before reporting such issues to the Committee. This coordination ensures that the Committee receives fully contextualized advice that integrates the search firm's factual findings with legal analysis.
C. Deliverables and Timeline
We recommend the following deliverable schedule for Hargrove Tate, subject to adjustment as the search progresses:
This timeline is ambitious but achievable given Hargrove Tate's resources and the urgency of the search. The Committee should monitor Hargrove Tate's progress against these milestones through the weekly status calls and should not hesitate to request adjustments if additional time is needed to ensure thoroughness.
VII. Coordination with Other Advisors
A. Ashworth Velmoran LLP (Standing Outside Counsel)
Ashworth Velmoran LLP (Lead Partner: Martin Cho; One Liberty Plaza, New York, NY 10006) has served as AGMG's standing outside counsel since 2015 and has deep familiarity with the Company's business, contracts, and regulatory obligations. However, Ashworth Velmoran is viewed by Corvus Peak — and, in our assessment, not without some basis — as "management-aligned." Corvus Peak's proxy materials are expected to highlight Ashworth Velmoran's long-standing relationship with AGMG management as evidence that the Board has historically deferred to management's preferred advisors rather than exercising independent judgment.
Calderwood & Harkness's engagement as independent governance counsel was specifically intended to address this concern and to provide the Board and the Special Committee with advice that is demonstrably independent of management influence. The respective roles of Calderwood & Harkness and Ashworth Velmoran were delineated in the March 19, 2024 letter from Nathaniel Bower to Martin Cho, which established the following division of responsibilities:
• Ashworth Velmoran LLP: Ongoing corporate matters, SEC disclosure and reporting (including Forms 8-K, 10-Q, 10-K, and proxy materials), commercial contracts, employment matters, and regulatory compliance;
• Calderwood & Harkness LLP: Governance advice to the Special Committee, fiduciary analysis, CEO search process design and oversight, proxy contest response strategy, and any related litigation matters.
Ashworth Velmoran should be kept informed of the search process at a general level — for example, that the process is proceeding on schedule, that interviews are being conducted, and that the Committee expects to make a recommendation by a specified date. However, Ashworth Velmoran should not receive candidate-specific information, should not participate in Special Committee deliberations, and should not have access to the Committee's centralized document repository. This information barrier is essential to preserving the Committee's independence and to ensuring that Calderwood & Harkness can provide advice that is free from any management influence.
B. Brackenridge Howard Associates Inc. (Compensation Consultant)
Brackenridge Howard Associates Inc. ("BHA"), led by Miriam Estabrook (300 North LaSalle Street, Suite 4100, Chicago, IL 60654), serves as the independent compensation consultant to the Compensation Committee. BHA's role in the CEO search process is limited to compensation benchmarking and structuring; BHA should not be involved in candidate selection or evaluation.
Once the Special Committee narrows the candidate pool to one or two finalists, BHA should be engaged to develop proposed compensation packages for discussion with the Compensation Committee. BHA's analysis should include peer group benchmarking (using the Company's existing peer group as a starting point, with adjustments as appropriate to reflect the incoming CEO's specific profile and the competitive market for CEO talent in the media and entertainment sector), as well as analysis of compensation structure (base salary, annual bonus, long-term incentive awards, sign-on equity grants, and severance protections).
The Special Committee and the Compensation Committee should coordinate closely to ensure that compensation discussions proceed in parallel with the selection process. We recommend that the Committee Chair confer with the Compensation Committee Chair to establish a coordination protocol as soon as the search enters Phase 2.
C. Stonebridge Crane & Co. (Financial Advisor — If Engaged)
We understand that the Board is considering the engagement of a financial advisor to evaluate potential strategic alternatives for the Company. While this engagement had not been finalized as of the date of this memorandum, we anticipate that it may be authorized in the coming weeks, particularly in light of Corvus Peak's public statements regarding the Company's "untapped strategic value."
If a financial advisor is engaged for the strategic alternatives workstream, strict information barriers must be maintained between that workstream and the CEO search process. Specifically:
(a) The financial advisor should not receive any information regarding CEO candidates, including candidate identities, evaluation results, or the Committee's deliberations;
(b) CEO candidates should not be informed of any potential strategic transactions under consideration by the Board unless and until the Board determines, on the advice of counsel, that such disclosure is appropriate (for example, if a leading candidate's willingness to serve would be materially affected by knowledge of a pending strategic alternative); and
(c) The Special Committee and any committee or working group overseeing the strategic alternatives review should maintain separate meeting agendas, minutes, and document repositories.
These information barriers serve multiple purposes: they protect the confidentiality of both workstreams, prevent the CEO search from being influenced by considerations relating to potential transactions (which could trigger Revlon or enhanced scrutiny concerns), and reduce the risk that a CEO candidate could use information about strategic alternatives for personal gain.
VIII. Handling the Internal Candidate — Priya Nair-Whitfield
A. Ensuring Process Fairness
Nair-Whitfield's dual role as Interim CEO and internal candidate for the permanent CEO position creates an inherent tension that must be carefully managed. As Interim CEO, Nair-Whitfield is responsible for the day-to-day management of the Company and reports to the Board. As an internal candidate, she is simultaneously being evaluated by the Special Committee against external alternatives. These dual roles create risks of information asymmetry (Nair-Whitfield may have access to information that external candidates do not), incumbency advantage (she is the most visible and familiar candidate to the Board)

MEMORANDUM

MATTER NO.: 1017-00002

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