[sheet: Cover]

Field	Value
Document Title	Privilege Log — Materials Withheld from DGCL § 220 Production
Prepared By	Calderwood & Harkness LLP
Matter Number	1017-00002
Date of Log	July 1, 2024
Client	Aurelius Global Media Group PLC (Board of Directors)
Requesting Party	Corvus Peak Capital Partners LP
Requesting Party's Counsel	Blackthorn Howell & Crane LLP (Dominic Sayer)
Date of § 220 Demand	March 22, 2024
Date of Initial Response	April 2, 2024 (Letter from N. Bower to D. Sayer)
Scope of Demand	CEO search committee materials, board minutes and presentations relating to CEO succession, communications between the Board and its advisors concerning CEO succession and the Corvus Peak activist campaign
Basis for Withholding	Attorney-client privilege; work product doctrine (anticipation of litigation / proxy contest); joint defense / common interest privilege where applicable
Responsible Partner	Nathaniel Bower, Calderwood & Harkness LLP, 787 Seventh Avenue, New York, NY 10019
Billing Partner	Colette Whitman, Calderwood & Harkness LLP
Total Entries on Log	48
Note	This log supplements AGMG's April 2, 2024 response to the § 220 demand and is provided as a final compilation upon termination of the Calderwood & Harkness engagement effective July 8, 2024. AGMG reserves all rights and privileges with respect to the documents listed herein.

[sheet: Privilege Log]

Entry No.	Bates Range	Date	Document Type	Document Description	Author(s)	Recipient(s) / Addressee(s)	CC	Privilege Basis	Privilege Sub-Category	Notes
1	AGMG-PRIV-000001 to -000004	2024-03-08	Board Resolution (Draft)	Draft board resolutions designating Priya Nair-Whitfield as Interim Chief Executive Officer; prepared by counsel for board consideration; includes annotations reflecting legal advice on scope of interim authority and fiduciary considerations	Calderwood & Harkness LLP (Nathaniel Bower)	Dame Elspeth Greenvale (Chair, AGMG Board); Nadine Khalil (General Counsel & Corporate Secretary, AGMG)	N/A	Attorney-Client Privilege	Legal advice from outside counsel to board regarding interim CEO designation and related fiduciary duties	Prepared at direction of Board Chair; reflects counsel's mental impressions and legal strategy
2	AGMG-PRIV-000005 to -000012	2024-03-12	Engagement Letter	Engagement letter from Calderwood & Harkness LLP to the Board of Directors of AGMG regarding retention as independent governance counsel; includes scope of representation, fee arrangements, conflicts disclosure, and privileged strategy discussions	Nathaniel Bower (Calderwood & Harkness LLP)	Dame Elspeth Greenvale (Chair, AGMG Board)	Nadine Khalil (General Counsel, AGMG)	Attorney-Client Privilege	Privileged communication establishing attorney-client relationship; contains confidential legal strategy	Matter No. 1017-00002
3	AGMG-PRIV-000013 to -000016	2024-03-13	Letter	Cover letter from Nathaniel Bower to Dame Elspeth Greenvale accompanying engagement letter; outlines preliminary workstream priorities including advance notice compliance review, fiduciary duties framework, CEO search process design, and activist response strategy	Nathaniel Bower (Calderwood & Harkness LLP)	Dame Elspeth Greenvale (Chair, AGMG Board)	N/A	Attorney-Client Privilege	Legal advice and strategic recommendations from counsel to client	Contains counsel's preliminary legal assessments and strategic recommendations
4	AGMG-PRIV-000017 to -000020	2024-03-14	Letter	Document and information request from Nathaniel Bower to Nadine Khalil requesting corporate records for purposes of rendering legal advice: charter, bylaws, board minutes (prior 3 years), committee charters, Marcus Vane employment agreement, Corvus Peak correspondence, Schedule 13D filings	Nathaniel Bower (Calderwood & Harkness LLP)	Nadine Khalil (General Counsel & Corporate Secretary, AGMG)	N/A	Attorney-Client Privilege; Work Product	Communication made for purpose of obtaining and rendering legal advice; reflects counsel's litigation and advisory strategy	Request tailored to counsel's legal analysis needs
5	AGMG-PRIV-000021 to -000026	2024-03-14	Memorandum	Annotated summary of AGMG Amended and Restated Bylaws (effective March 22, 2022), prepared by Calderwood & Harkness for the Board; covers advance notice requirements (120–90 days before anniversary of prior year's AGM — window February 10 to March 11, 2024), forum selection clause (Court of Chancery of Delaware), majority/plurality voting trigger, committee formation provisions, and indemnification provisions	Audrey Zhou; Brendan Walsh (Calderwood & Harkness LLP)	Nathaniel Bower; Dame Elspeth Greenvale; Nadine Khalil	Colette Whitman (Calderwood & Harkness LLP)	Attorney-Client Privilege; Work Product	Legal analysis and annotations reflecting counsel's mental impressions; prepared in anticipation of contested proxy solicitation	Reflects legal opinions on enforceability and application of bylaws provisions
6	AGMG-PRIV-000027 to -000031	2024-03-17	Memorandum	Memorandum analyzing best practices for Special Committee composition, scope, authority, and independence requirements under Delaware law; recommends three-member committee of independent directors with sole authority over CEO search and activist response	Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP)	Dame Elspeth Greenvale (Chair); Nadine Khalil (General Counsel, AGMG)	N/A	Attorney-Client Privilege; Work Product	Legal advice on corporate governance best practices; reflects counsel's professional judgment and legal strategy	Prepared in advance of March 18, 2024 board meeting
7	AGMG-PRIV-000032 to -000036	2024-03-18	Board Resolution (Draft)	Draft board resolutions forming the Special Committee with Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn; grants Special Committee sole authority to oversee CEO succession process and coordinate activist response	Calderwood & Harkness LLP (Nathaniel Bower; Audrey Zhou)	Dame Elspeth Greenvale; Nadine Khalil	Tobias Kessler; Lucinda Farrow-Grant; Dr. Anwen Llewellyn	Attorney-Client Privilege	Draft legal document prepared by counsel embodying legal advice on committee structure and authority	Adopted as the executed Special Committee charter on March 18, 2024
8	AGMG-PRIV-000037 to -000041	2024-03-18	Committee Charter (Draft)	Draft Special Committee Charter prepared by Calderwood & Harkness establishing authority, scope (CEO succession and activist response), composition, reporting protocols, and access to independent advisors	Calderwood & Harkness LLP (Nathaniel Bower; Audrey Zhou)	Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn); Dame Elspeth Greenvale; Nadine Khalil	N/A	Attorney-Client Privilege; Work Product	Legal drafting reflecting counsel's legal advice regarding fiduciary best practices and governance structure	Precursor draft to the executed charter
9	AGMG-PRIV-000042 to -000044	2024-03-19	Letter	Letter from Nathaniel Bower to Martin Cho at Ashworth Velmoran LLP establishing coordination framework between Calderwood & Harkness (independent board governance counsel) and Ashworth Velmoran (standing outside counsel to AGMG management); delineation of roles	Nathaniel Bower (Calderwood & Harkness LLP)	Martin Cho (Ashworth Velmoran LLP)	Nadine Khalil (General Counsel, AGMG)	Attorney-Client Privilege; Common Interest Privilege	Communication between co-counsel regarding legal strategy for coordinated representation of client	Reflects allocation of legal responsibilities and privileged strategy
10	AGMG-PRIV-000045 to -000053	2024-03-20	Memorandum	CEO Search Process — Recommended Governance Protocols: step-by-step recommended process for conducting CEO search consistent with fiduciary obligations; documentation requirements, interview protocols, evaluation criteria, role of Hargrove Tate Partners LLC, board reporting cadence	Nathaniel Bower; Colette Whitman (Calderwood & Harkness LLP)	Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn); Dame Elspeth Greenvale	Nadine Khalil	Attorney-Client Privilege; Work Product	Legal advice regarding fiduciary process design for CEO succession; reflects counsel's legal judgment and strategic recommendations	Core CEO search process document — directly responsive to § 220 demand; withheld on privilege grounds
11	AGMG-PRIV-000054 to -000062	2024-03-22	Memorandum	Special Committee Process Recommendations for CEO Search: guidance on interview protocols, evaluation criteria, documentation standards, and interaction with Hargrove Tate Partners LLC; emphasizes contemporaneous documentation for fiduciary protection	Audrey Zhou; Brendan Walsh (Calderwood & Harkness LLP)	Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn)	Nathaniel Bower; Nadine Khalil	Attorney-Client Privilege; Work Product	Legal advice and strategy regarding CEO search process integrity and fiduciary compliance	Supplemental guidance to Special Committee; directly responsive to § 220 demand
12	AGMG-PRIV-000063 to -000078	2024-03-25	Memorandum	Board Fiduciary Duties in CEO Succession Under Delaware Law: comprehensive analysis of Revlon, Unocal, and enhanced scrutiny standards applicable to succession decisions; duty of care and loyalty analysis	Audrey Zhou; Brendan Walsh (Calderwood & Harkness LLP), under direction of Nathaniel Bower	AGMG Board of Directors (all members); Nadine Khalil	N/A	Attorney-Client Privilege; Work Product	Comprehensive legal memorandum providing legal advice on fiduciary standards; prepared in anticipation of potential litigation arising from proxy contest	First substantive C&H deliverable to the Board
13	AGMG-PRIV-000079 to -000088	2024-03-26	Memorandum	DGCL § 220 Books-and-Records Demand — Response Recommendations: analysis of Corvus Peak's March 22, 2024 demand seeking CEO search committee materials; proper purpose analysis; privilege log recommendations; proposed response strategy including narrowed production excluding privileged materials	Colette Whitman; Audrey Zhou (Calderwood & Harkness LLP)	Nathaniel Bower; Dame Elspeth Greenvale; Nadine Khalil	N/A	Attorney-Client Privilege; Work Product	Legal strategy memorandum prepared in anticipation of § 220 litigation; reflects counsel's litigation strategy and mental impressions regarding privilege	Directly addresses the § 220 demand at issue; withheld as quintessential attorney work product
14	AGMG-PRIV-000089 to -000098	2024-03-28	Memorandum	Interim CEO Designation — Fiduciary Considerations: analysis of whether appointing Priya Nair-Whitfield as Interim CEO creates implied precommitment that could taint the formal search process; evaluates Corvus Peak's likely challenge; recommends procedural safeguards	Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP)	AGMG Board of Directors; Nadine Khalil	N/A	Attorney-Client Privilege; Work Product	Legal analysis regarding fiduciary exposure from interim CEO designation; prepared in anticipation of proxy contest challenge and potential litigation	Addresses key governance vulnerability identified by Corvus Peak
15	AGMG-PRIV-000099 to -000103	2024-04-02	Letter (Draft)	Draft response letter prepared for Nadine Khalil's signature, addressed to Dominic Sayer at Blackthorn Howell & Crane LLP, objecting to scope of Corvus Peak's § 220 demand; offers narrowed production excluding privileged CEO search materials and attorney-client communications	Nathaniel Bower; Colette Whitman (Calderwood & Harkness LLP)	Nadine Khalil (for signature); addressed to Dominic Sayer (Blackthorn Howell & Crane LLP)	N/A	Attorney-Client Privilege; Work Product	Draft legal correspondence prepared by counsel embodying legal strategy for responding to § 220 demand	Sent in final form on April 2, 2024
16	AGMG-PRIV-000104 to -000110	2024-04-03	Memorandum	UK Regulatory Considerations — FCA/DTR Overlay: analysis of DTR 5 major shareholding notification obligations applicable to AGMG as a company with shares admitted to the premium segment of the Official List of the FCA and trading on the London Stock Exchange Main Market (ticker AGMG.L); interaction between US proxy rules and UK disclosure regime for dual-listed companies	Brendan Walsh (Calderwood & Harkness LLP), under direction of Nathaniel Bower	AGMG Board of Directors; Nadine Khalil	N/A	Attorney-Client Privilege; Work Product	Legal advice on regulatory obligations; prepared in context of activist campaign and anticipated contested election	Addresses dual-listing regulatory overlay
17	AGMG-PRIV-000111 to -000114	2024-04-04	Email	Email from Colette Whitman to Nadine Khalil providing instructions on preparing privilege log for documents withheld from Corvus Peak § 220 production; includes format requirements, privilege basis categories, and review workflow	Colette Whitman (Calderwood & Harkness LLP)	Nadine Khalil (General Counsel, AGMG)	Audrey Zhou (Calderwood & Harkness LLP)	Attorney-Client Privilege; Work Product	Privileged communication regarding litigation strategy and privilege log preparation methodology	Part of § 220 response workstream
18	AGMG-PRIV-000115 to -000125	2024-04-05	Memorandum	Evaluation Framework for Internal vs. External CEO Candidates: proposed scoring rubric and evaluation criteria for comparing Priya Nair-Whitfield against external candidates including Jonathan Hale; criteria include strategic vision, operational experience, cultural fit, industry relationships, and independence from activist influence	Audrey Zhou (Calderwood & Harkness LLP)	Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn)	Nathaniel Bower; Nadine Khalil	Attorney-Client Privilege; Work Product	Legal advice on structuring evaluation process to satisfy fiduciary obligations; reflects counsel's strategic judgment on defensible search criteria	Core CEO search process document — directly responsive to § 220 demand
19	AGMG-PRIV-000126 to -000140	2024-04-08	Memorandum	Poison Pill / Shareholder Rights Plan Analysis: analysis under Moran v. Household International and Unocal/Unitrin framework; recommendation against adoption given that Corvus Peak's 8.7% stake does not constitute a creeping control threat	Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP)	AGMG Board of Directors; Nadine Khalil	N/A	Attorney-Client Privilege; Work Product	Legal analysis of defensive measure options; prepared in anticipation of contested proxy solicitation and potential litigation	Board acted on this advice — rejected rights plan on April 10, 2024
20	AGMG-PRIV-000141 to -000146	2024-04-09	Email	Pre-meeting email from Nathaniel Bower to Dame Elspeth Greenvale summarizing Calderwood & Harkness recommendation against adoption of a shareholder rights plan; key points from the April 8 memorandum	Nathaniel Bower (Calderwood & Harkness LLP)	Dame Elspeth Greenvale (Chair, AGMG Board)	N/A	Attorney-Client Privilege	Privileged summary of legal advice conveyed ahead of board meeting on defensive measures	Supplements Entry 19
21	AGMG-PRIV-000147 to -000155	2024-04-10	Board Resolution (Draft)	Draft board resolutions memorializing the Board's decision not to adopt a poison pill / shareholder rights plan, incorporating Calderwood & Harkness's analysis and recommendation	Calderwood & Harkness LLP (Nathaniel Bower)	Dame Elspeth Greenvale; Nadine Khalil	N/A	Attorney-Client Privilege	Draft legal document prepared by counsel embodying legal advice regarding defensive measures	Adopted by Board on April 10, 2024
22	AGMG-PRIV-000156 to -000168	2024-04-12	Memorandum	Defensive Measures Available to the Board: survey of permissible defensive responses — bylaw amendments, advance notice enforcement, white squire strategies, strategic alternatives announcement, enhanced shareholder engagement; Unocal proportionality analysis for each measure	Nathaniel Bower; Colette Whitman (Calderwood & Harkness LLP)	AGMG Board of Directors; Nadine Khalil	N/A	Attorney-Client Privilege; Work Product	Comprehensive legal strategy memorandum regarding defensive options; prepared in anticipation of contested election and potential litigation	Broader defensive strategy memo following poison pill rejection
23	AGMG-PRIV-000169 to -000182	2024-04-19	Memorandum	Conflicts of Interest — Jonathan Hale and Corvus Peak: detailed analysis of Hale's pre-existing relationship with Damien Solberg (Corvus Peak founder), including shared board service at Keystone Digital Ventures Ltd.; independence assessment under NYSE listing standards and Delaware law; concludes that relationship raises material concerns about Hale's ability to serve as truly independent external candidate	Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP)	Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn)	Nadine Khalil	Attorney-Client Privilege; Work Product	Legal analysis of candidate independence and conflict of interest; reflects counsel's assessment of fiduciary risk	Core CEO search committee material — directly responsive to § 220 demand
24	AGMG-PRIV-000183 to -000186	2024-04-19	Email	Email from Nathaniel Bower to Special Committee members (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn) flagging the Hale-Solberg relationship and recommending enhanced due diligence on Hale's independence before advancing his candidacy	Nathaniel Bower (Calderwood & Harkness LLP)	Tobias Kessler; Lucinda Farrow-Grant; Dr. Anwen Llewellyn	Nadine Khalil	Attorney-Client Privilege	Privileged legal advice regarding candidate evaluation and conflict of interest	Supplements Entry 23

25	AGMG-PRIV-000187 to -000199	2024-04-20	Memorandum	Special Committee Update — Candidate Interview Summary and Observations: summary of April 18, 2024 interviews of five external CEO candidates including Jonathan Hale; preliminary assessment of strengths and concerns; flags Hale conflict issue and recommends enhanced due diligence	Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP)	Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn)	Colette Whitman; Nadine Khalil	Attorney-Client Privilege; Work Product	Privileged summary of counsel's observations and legal advice regarding candidate evaluation; reflects attorney mental impressions and strategic recommendations	Core CEO search committee material — directly responsive to § 220 demand; most sensitive entry on log
26	AGMG-PRIV-000200 to -000205	2024-04-21	Memorandum	Draft Engagement Letter Review — Stonebridge Crane & Co.: Calderwood & Harkness review and mark-up of Stonebridge's proposed financial advisory engagement letter; commentary on fee structure ($250,000 monthly retainer; 0.25% of enterprise value transaction fee), indemnification provisions, scope of services, and fiduciary-out provisions	Colette Whitman; Audrey Zhou (Calderwood & Harkness LLP)	Dame Elspeth Greenvale; Nadine Khalil	Nathaniel Bower	Attorney-Client Privilege; Work Product	Legal review and advice regarding financial advisor engagement terms	Related to strategic alternatives workstream
27	AGMG-PRIV-000206 to -000210	2024-04-22	Board Resolution (Draft)	Draft board resolutions authorizing engagement of Stonebridge Crane & Co. as financial advisor to the Board for evaluation of strategic alternatives	Calderwood & Harkness LLP (Nathaniel Bower)	Dame Elspeth Greenvale; Nadine Khalil	N/A	Attorney-Client Privilege	Draft legal document prepared by counsel embodying legal advice on strategic alternatives process	Adopted by Board on April 22, 2024
28	AGMG-PRIV-000211 to -000215	2024-04-23	Email	Email from Nathaniel Bower to Anil Kapoor-Mehta (Stonebridge Crane & Co.) establishing working relationship and coordination protocol for strategic alternatives review; outlines information sharing procedures and joint reporting to the Board	Nathaniel Bower (Calderwood & Harkness LLP)	Anil Kapoor-Mehta (Stonebridge Crane & Co.)	Dame Elspeth Greenvale; Nadine Khalil	Attorney-Client Privilege; Common Interest Privilege	Communication between client's legal and financial advisors regarding coordinated advisory engagement	Part of strategic alternatives workstream
29	AGMG-PRIV-000216 to -000228	2024-04-24	Memorandum	Legal Framework for Evaluating Strategic Alternatives: analysis of fiduciary duties applicable to potential sale or strategic transaction; Revlon duties; market check requirements; interaction between strategic alternatives review and CEO search process	Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP)	AGMG Board of Directors; Nadine Khalil	N/A	Attorney-Client Privilege; Work Product	Legal advice regarding fiduciary framework for strategic alternatives; prepared in anticipation of potential transaction-related litigation	Strategic alternatives legal framework memo
30	AGMG-PRIV-000229 to -000236	2024-04-26	Memorandum	Confidentiality and Information Barrier Protocols — Strategic Alternatives Review: recommended protocols for managing information flow between strategic alternatives review (Stonebridge Crane) and CEO search process; wall procedures to prevent premature disclosure	Colette Whitman (Calderwood & Harkness LLP)	AGMG Board of Directors; Nadine Khalil	Nathaniel Bower	Attorney-Client Privilege; Work Product	Legal advice on information barrier design and fiduciary process integrity	Addresses potential conflicts between parallel board workstreams
31	AGMG-PRIV-000237 to -000260	2024-04-28	Memorandum	Proxy Contest Defense Strategies: comprehensive strategic options; analysis of ISS and Tarrant Partners LLC likely recommendations; shareholder base analysis (Corvus Peak 8.7%, Thorne Capital 6.3%, Ridgeway 5.1%, Windermere 4.4%, insiders 3.2%); messaging recommendations; vote projections under multiple scenarios	Nathaniel Bower; Colette Whitman; Audrey Zhou (Calderwood & Harkness LLP)	AGMG Board of Directors; Nadine Khalil	N/A	Attorney-Client Privilege; Work Product	Core legal strategy memorandum prepared in direct anticipation of contested proxy solicitation; reflects counsel's strategic analysis, mental impressions, and litigation strategy	Comprehensive proxy fight strategy document
32	AGMG-PRIV-000261 to -000272	2024-04-28	Memorandum	Fiduciary Obligations of Directors During a Proxy Contest: board obligations regarding use of corporate resources in proxy solicitation; Blasius enhanced scrutiny for actions taken for primary purpose of interfering with shareholder franchise; limitations on incumbents' campaign conduct	Audrey Zhou; Brendan Walsh (Calderwood & Harkness LLP)	AGMG Board of Directors; Nadine Khalil	Nathaniel Bower	Attorney-Client Privilege; Work Product	Legal advice on fiduciary constraints during proxy contest; prepared in anticipation of potential Blasius challenge by Corvus Peak	Addresses potential enhanced scrutiny exposure
33	AGMG-PRIV-000273 to -000285	2024-05-01	Memorandum	Shareholder Base Analysis and Vote Projection: detailed analysis of AGMG shareholder register (412,600,000 shares outstanding); institutional holder voting tendencies; projected vote outcomes under multiple scenarios; identifies Windermere Pension Trust as potential swing voter; flags risk of ISS/Tarrant Partners LLC support for Corvus nominees	Audrey Zhou; Brendan Walsh (Calderwood & Harkness LLP)	AGMG Board of Directors; Nadine Khalil; Sandra Eriksson (Citrine Advisory Group Inc.)	Nathaniel Bower	Attorney-Client Privilege; Work Product; Common Interest Privilege	Legal and strategic analysis prepared in anticipation of contested election; reflects counsel's strategic assessments and vote modeling; shared with proxy solicitor under common interest	Vote projection analysis — shared with Citrine under common interest privilege
34	AGMG-PRIV-000286 to -000294	2024-05-08	Memorandum	ISS and Tarrant Partners LLC Policy Framework — Implications for AGMG: pre-recommendation analysis of proxy advisory firm policies applicable to board refreshment, CEO succession, and contested elections; assessment of likely ISS and Tarrant Partners LLC positions	Brendan Walsh (Calderwood & Harkness LLP)	Nathaniel Bower; Audrey Zhou; Dame Elspeth Greenvale; Nadine Khalil	N/A	Attorney-Client Privilege; Work Product	Legal strategy memorandum anticipating proxy advisory firm recommendations; reflects counsel's predictive analysis	Pre-recommendation assessment
35	AGMG-PRIV-000295 to -000300	2024-05-12	Board Resolution (Draft)	Draft board resolutions authorizing rejection of Corvus Peak's May 10, 2024 settlement proposal (two nominees seated immediately, CEO search paused pending reconstitution); includes talking points for public statement	Calderwood & Harkness LLP (Nathaniel Bower)	Dame Elspeth Greenvale; Nadine Khalil	Special Committee members	Attorney-Client Privilege	Draft legal document prepared by counsel embodying legal advice on settlement rejection and public communications strategy	Board acted on May 12, 2024 to reject proposal
36	AGMG-PRIV-000301 to -000308	2024-05-17	Email	Rapid-response email from Nathaniel Bower to Dame Elspeth Greenvale analyzing ISS recommendation to elect two of three Corvus Peak nominees (Malcolm Trask and Dr. Raymond Chu); notes Windermere Pension Trust public support for Corvus slate; recommends accelerated settlement discussions given deteriorating vote outlook	Nathaniel Bower (Calderwood & Harkness LLP)	Dame Elspeth Greenvale (Chair, AGMG Board)	Nadine Khalil	Attorney-Client Privilege	Privileged legal advice and strategic recommendation in response to ISS report	Time-sensitive legal guidance following ISS release
37	AGMG-PRIV-000309 to -000318	2024-05-19	Memorandum	Analysis of ISS Recommendation (Post-Release): rapid-response analysis after ISS recommends 2 of 3 Corvus nominees; strategic implications; revised vote projections; recommends accelerated settlement discussions	Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP)	AGMG Board of Directors; Nadine Khalil	N/A	Attorney-Client Privilege; Work Product	Legal strategy memorandum analyzing proxy advisory recommendation; reflects counsel's revised strategic assessments and settlement strategy	Follow-up to Entry 36
38	AGMG-PRIV-000319 to -000328	2024-05-24	Memorandum	Analysis of Tarrant Partners LLC Recommendation (Post-Release): analysis after Tarrant Partners LLC recommends all three Corvus Peak nominees; updated vote projections showing likely loss of proxy fight; recommends immediate resumption of settlement discussions	Audrey Zhou; Brendan Walsh (Calderwood & Harkness LLP)	AGMG Board of Directors; Nadine Khalil	Nathaniel Bower	Attorney-Client Privilege; Work Product	Legal strategy memorandum analyzing second proxy advisory recommendation; reflects counsel's conclusion that proxy fight is likely to be lost; recommends settlement	Critical inflection point in engagement
39	AGMG-PRIV-000329 to -000350	2024-05-30	Memorandum	Settlement Analysis and Recommendation: detailed analysis of optimal settlement configurations — 1-seat, 2-seat, and 3-seat concessions to Corvus Peak; game-theory analysis; precedent activist settlements in media sector; impact on CEO search timeline; recommendation for negotiated 2-seat settlement with mutual standstill and governance commitments	Nathaniel Bower; Colette Whitman; Audrey Zhou (Calderwood & Harkness LLP)	AGMG Board of Directors; Nadine Khalil	N/A	Attorney-Client Privilege; Work Product	Core legal strategy memorandum reflecting counsel's settlement recommendation and negotiation strategy; contains counsel's mental impressions regarding litigation risk and optimal board composition	Key strategic advice document — settlement recommendation
40	AGMG-PRIV-000351 to -000360	2024-06-01	Board Resolution (Draft)	Draft board resolutions authorizing Dame Elspeth Greenvale and the Special Committee to reopen and conduct settlement negotiations with Corvus Peak Capital Partners LP	Calderwood & Harkness LLP (Nathaniel Bower)	Dame Elspeth Greenvale; Nadine Khalil	Special Committee members	Attorney-Client Privilege	Draft legal document prepared by counsel embodying legal advice on settlement authority and negotiating parameters	Board adopted resolutions on June 1, 2024
41	AGMG-PRIV-000361 to -000374	2024-06-02	Term Sheet (Draft)	Draft cooperation/standstill agreement term sheet offering two board seats to Corvus Peak nominees, mutual standstill (Corvus Peak not to exceed 12% ownership or launch additional proxy contests for 18 months), joint governance commitments, CEO search process reset with Corvus representation on reconstituted search committee	Nathaniel Bower; Colette Whitman (Calderwood & Harkness LLP)	Dame Elspeth Greenvale; Special Committee; Nadine Khalil	N/A	Attorney-Client Privilege; Work Product	Draft legal document reflecting counsel's settlement strategy and negotiating positions; contains counsel's mental impressions regarding optimal agreement terms	Settlement term sheet never executed; overtaken by AGM results
42	AGMG-PRIV-000375 to -000380	2024-06-07	Email	Privileged email from Nathaniel Bower to Dame Elspeth Greenvale immediately after vote count at the 2024 Annual General Meeting, providing legal guidance on transition mechanics, organizational meeting planning, and immediate fiduciary considerations for the reconstituted board	Nathaniel Bower (Calderwood & Harkness LLP)	Dame Elspeth Greenvale (Chair, AGMG Board)	Nadine Khalil	Attorney-Client Privilege	Privileged legal advice regarding post-AGM governance transition	Time-sensitive post-vote legal guidance
43	AGMG-PRIV-000381 to -000392	2024-06-08	Memorandum	Post-AGM Vote Analysis and Implications: analysis of June 7 voting results — all three Corvus nominees elected (Trask 68.8%, Loring 65.0%, Chu 66.8%); three incumbents not re-elected (Kessler 44.5%, Pemberton 39.3%, Delgado-Ríos 42.0%); total shares voted 351,280,400 (85.1% of outstanding); implications for board dynamics and governance reset	Audrey Zhou; Brendan Walsh (Calderwood & Harkness LLP)	AGMG Board of Directors; Nadine Khalil	Nathaniel Bower; Colette Whitman	Attorney-Client Privilege; Work Product	Legal analysis of election results and strategic implications for governance transition; reflects counsel's assessment of reconstituted board dynamics	Post-AGM analysis
44	AGMG-PRIV-000393 to -000400	2024-06-09	Memorandum	Duties of Departing Directors — Document Preservation and Cooperation: advising departing directors Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos regarding post-departure obligations, D&O insurance coverage continuity under Helmsley Indemnity Corp. policy HIC-DOL-2024-009347, document preservation, and cooperation requirements	Colette Whitman (Calderwood & Harkness LLP)	Tobias Kessler; Hugh Pemberton; Sofia Delgado-Ríos; Nadine Khalil	Nathaniel Bower	Attorney-Client Privilege	Legal advice to departing directors regarding post-service obligations and insurance coverage	Covers D&O tail coverage and preservation duties
45	AGMG-PRIV-000401 to -000412	2024-06-11	Memorandum	D&O Insurance Implications of Board Reconstitution: review of Helmsley Indemnity Corp. D&O policy HIC-DOL-2024-009347 ($75 million per occurrence / $150 million aggregate; annual premium $3.8 million); tail coverage analysis for departing directors; notice obligations triggered by reconstitution; potential coverage gaps	Colette Whitman; Brendan Walsh (Calderwood & Harkness LLP)	AGMG Board of Directors; Nadine Khalil	Nathaniel Bower	Attorney-Client Privilege; Work Product	Legal analysis of insurance coverage implications; reflects counsel's assessment of potential coverage gaps and recommended actions	D&O policy analysis for reconstituted board
46	AGMG-PRIV-000413 to -000424	2024-06-12	Memorandum	Board Process Integrity Post-Reconstitution: guidance to continuing directors on fiduciary obligations when activist-nominated directors (Malcolm Trask, Vanessa Loring, Dr. Raymond Chu) join the board; information barriers and recusal protocols for matters where new directors may have conflicts arising from prior Corvus Peak relationship	Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP)	AGMG Board of Directors (continuing members); Nadine Khalil	N/A	Attorney-Client Privilege; Work Product	Legal advice on governance protocols for reconstituted board; reflects counsel's assessment of conflict risks and recommended procedures	Addresses governance integrity during board transition
47	AGMG-PRIV-000425 to -000434	2024-06-15	Memorandum	Preservation of Special Committee Records: guidance on retention and privilege preservation for all Special Committee materials including interview notes, evaluation matrices, correspondence with Hargrove Tate Partners LLC, and Calderwood & Harkness memoranda delivered to the Committee	Colette Whitman (Calderwood & Harkness LLP)	Nadine Khalil (General Counsel, AGMG); Dame Elspeth Greenvale	Nathaniel Bower	Attorney-Client Privilege; Work Product	Legal advice on document preservation obligations and privilege maintenance for Special Committee work product	Critical preservation guidance given engagement termination
48	AGMG-PRIV-000435 to -000448	2024-06-16	Memorandum	Termination of Strategic Alternatives Review — Board Considerations: analysis of fiduciary implications of reconstituted Board's decision to shelve strategic alternatives process; Stonebridge Crane & Co. engagement termination provisions; tail fee exposure of approximately $21.6 million (0.25% of estimated $8.65 billion enterprise value) if change-of-control transaction consummated within 12-month tail period	Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP)	AGMG Board of Directors; Nadine Khalil	Colette Whitman	Attorney-Client Privilege; Work Product	Legal advice regarding fiduciary implications of terminating strategic review and financial advisor fee exposure; reflects counsel's analysis of Stonebridge engagement terms	Final substantive advisory memorandum before engagement wind-down

[sheet: Summary Statistics]

Category	Count / Detail
Total Documents Withheld	48
Total Pages Withheld	448
Bates Range	AGMG-PRIV-000001 through AGMG-PRIV-000448
Date Range of Withheld Documents	March 8, 2024 – June 16, 2024
Privilege Basis: Attorney-Client Privilege (sole basis)	19 entries
Privilege Basis: Attorney-Client Privilege + Work Product Doctrine	26 entries
Privilege Basis: Attorney-Client Privilege + Common Interest Privilege	2 entries
Privilege Basis: Attorney-Client Privilege + Work Product + Common Interest	1 entry
Document Types — Memoranda	27
Document Types — Draft Board Resolutions	7
Document Types — Emails	6
Document Types — Letters / Draft Letters	5
Document Types — Draft Committee Charters	1
Document Types — Draft Term Sheets	1
Document Types — Engagement Letters	1
Documents Directly Responsive to CEO Search Committee Materials Request	8 entries (Entries 10, 11, 18, 23, 24, 25, 37 referencing search process, plus Entry 39 addressing settlement impact on search timeline)
Prepared by Calderwood & Harkness LLP	All 48 entries
Matter Number	1017-00002
Requesting Party	Corvus Peak Capital Partners LP
Requesting Party's Counsel	Blackthorn Howell & Crane LLP (Dominic Sayer / Kathleen Bryce)
Date of Demand	March 22, 2024
Date of Initial Response	April 2, 2024
Date of This Log	July 1, 2024
Log Prepared By	Colette Whitman and Audrey Zhou, Calderwood & Harkness LLP

Log Reviewed By

[sheet: Cover]
Field | Value
Document Title | Privilege Log — Materials Withheld from DGCL § 220 Production
Prepared By | Calderwood & Harkness LLP
Matter Number | 1017-00002
Date of Log | July 1, 2024
Client | Aurelius Global Media Group PLC (Board of Directors)
Requesting Party | Corvus Peak Capital Partners LP
Requesting Party's Counsel | Blackthorn Howell & Crane LLP (Dominic Sayer)
Date of § 220 Demand | March 22, 2024
Date of Initial Response | April 2, 2024 (Letter from N. Bower to D. Sayer)
Scope of Demand | CEO search committee materials, board minutes and presentations relating to CEO succession, communications between the Board and its advisors concerning CEO succession and the Corvus Peak activist campaign
Basis for Withholding | Attorney-client privilege; work product doctrine (anticipation of litigation / proxy contest); joint defense / common interest privilege where applicable
Responsible Partner | Nathaniel Bower, Calderwood & Harkness LLP, 787 Seventh Avenue, New York, NY 10019
Billing Partner | Colette Whitman, Calderwood & Harkness LLP
Total Entries on Log | 48
Note | This log supplements AGMG's April 2, 2024 response to the § 220 demand and is provided as a final compilation upon termination of the Calderwood & Harkness engagement effective July 8, 2024. AGMG reserves all rights and privileges with respect to the documents listed herein.
[sheet: Privilege Log]
Entry No. | Bates Range | Date | Document Type | Document Description | Author(s) | Recipient(s) / Addressee(s) | CC | Privilege Basis | Privilege Sub-Category | Notes
1 | AGMG-PRIV-000001 to -000004 | 2024-03-08 | Board Resolution (Draft) | Draft board resolutions designating Priya Nair-Whitfield as Interim Chief Executive Officer; prepared by counsel for board consideration; includes annotations reflecting legal advice on scope of interim authority and fiduciary considerations | Calderwood & Harkness LLP (Nathaniel Bower) | Dame Elspeth Greenvale (Chair, AGMG Board); Nadine Khalil (General Counsel & Corporate Secretary, AGMG) | N/A | Attorney-Client Privilege | Legal advice from outside counsel to board regarding interim CEO designation and related fiduciary duties | Prepared at direction of Board Chair; reflects counsel's mental impressions and legal strategy
2 | AGMG-PRIV-000005 to -000012 | 2024-03-12 | Engagement Letter | Engagement letter from Calderwood & Harkness LLP to the Board of Directors of AGMG regarding retention as independent governance counsel; includes scope of representation, fee arrangements, conflicts disclosure, and privileged strategy discussions | Nathaniel Bower (Calderwood & Harkness LLP) | Dame Elspeth Greenvale (Chair, AGMG Board) | Nadine Khalil (General Counsel, AGMG) | Attorney-Client Privilege | Privileged communication establishing attorney-client relationship; contains confidential legal strategy | Matter No. 1017-00002
3 | AGMG-PRIV-000013 to -000016 | 2024-03-13 | Letter | Cover letter from Nathaniel Bower to Dame Elspeth Greenvale accompanying engagement letter; outlines preliminary workstream priorities including advance notice compliance review, fiduciary duties framework, CEO search process design, and activist response strategy | Nathaniel Bower (Calderwood & Harkness LLP) | Dame Elspeth Greenvale (Chair, AGMG Board) | N/A | Attorney-Client Privilege | Legal advice and strategic recommendations from counsel to client | Contains counsel's preliminary legal assessments and strategic recommendations
4 | AGMG-PRIV-000017 to -000020 | 2024-03-14 | Letter | Document and information request from Nathaniel Bower to Nadine Khalil requesting corporate records for purposes of rendering legal advice: charter, bylaws, board minutes (prior 3 years), committee charters, Marcus Vane employment agreement, Corvus Peak correspondence, Schedule 13D filings | Nathaniel Bower (Calderwood & Harkness LLP) | Nadine Khalil (General Counsel & Corporate Secretary, AGMG) | N/A | Attorney-Client Privilege; Work Product | Communication made for purpose of obtaining and rendering legal advice; reflects counsel's litigation and advisory strategy | Request tailored to counsel's legal analysis needs
5 | AGMG-PRIV-000021 to -000026 | 2024-03-14 | Memorandum | Annotated summary of AGMG Amended and Restated Bylaws (effective March 22, 2022), prepared by Calderwood & Harkness for the Board; covers advance notice requirements (120–90 days before anniversary of prior year's AGM — window February 10 to March 11, 2024), forum selection clause (Court of Chancery of Delaware), majority/plurality voting trigger, committee formation provisions, and indemnification provisions | Audrey Zhou; Brendan Walsh (Calderwood & Harkness LLP) | Nathaniel Bower; Dame Elspeth Greenvale; Nadine Khalil | Colette Whitman (Calderwood & Harkness LLP) | Attorney-Client Privilege; Work Product | Legal analysis and annotations reflecting counsel's mental impressions; prepared in anticipation of contested proxy solicitation | Reflects legal opinions on enforceability and application of bylaws provisions
6 | AGMG-PRIV-000027 to -000031 | 2024-03-17 | Memorandum | Memorandum analyzing best practices for Special Committee composition, scope, authority, and independence requirements under Delaware law; recommends three-member committee of independent directors with sole authority over CEO search and activist response | Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP) | Dame Elspeth Greenvale (Chair); Nadine Khalil (General Counsel, AGMG) | N/A | Attorney-Client Privilege; Work Product | Legal advice on corporate governance best practices; reflects counsel's professional judgment and legal strategy | Prepared in advance of March 18, 2024 board meeting
7 | AGMG-PRIV-000032 to -000036 | 2024-03-18 | Board Resolution (Draft) | Draft board resolutions forming the Special Committee with Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn; grants Special Committee sole authority to oversee CEO succession process and coordinate activist response | Calderwood & Harkness LLP (Nathaniel Bower; Audrey Zhou) | Dame Elspeth Greenvale; Nadine Khalil | Tobias Kessler; Lucinda Farrow-Grant; Dr. Anwen Llewellyn | Attorney-Client Privilege | Draft legal document prepared by counsel embodying legal advice on committee structure and authority | Adopted as the executed Special Committee charter on March 18, 2024
8 | AGMG-PRIV-000037 to -000041 | 2024-03-18 | Committee Charter (Draft) | Draft Special Committee Charter prepared by Calderwood & Harkness establishing authority, scope (CEO succession and activist response), composition, reporting protocols, and access to independent advisors | Calderwood & Harkness LLP (Nathaniel Bower; Audrey Zhou) | Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn); Dame Elspeth Greenvale; Nadine Khalil | N/A | Attorney-Client Privilege; Work Product | Legal drafting reflecting counsel's legal advice regarding fiduciary best practices and governance structure | Precursor draft to the executed charter
9 | AGMG-PRIV-000042 to -000044 | 2024-03-19 | Letter | Letter from Nathaniel Bower to Martin Cho at Ashworth Velmoran LLP establishing coordination framework between Calderwood & Harkness (independent board governance counsel) and Ashworth Velmoran (standing outside counsel to AGMG management); delineation of roles | Nathaniel Bower (Calderwood & Harkness LLP) | Martin Cho (Ashworth Velmoran LLP) | Nadine Khalil (General Counsel, AGMG) | Attorney-Client Privilege; Common Interest Privilege | Communication between co-counsel regarding legal strategy for coordinated representation of client | Reflects allocation of legal responsibilities and privileged strategy
10 | AGMG-PRIV-000045 to -000053 | 2024-03-20 | Memorandum | CEO Search Process — Recommended Governance Protocols: step-by-step recommended process for conducting CEO search consistent with fiduciary obligations; documentation requirements, interview protocols, evaluation criteria, role of Hargrove Tate Partners LLC, board reporting cadence | Nathaniel Bower; Colette Whitman (Calderwood & Harkness LLP) | Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn); Dame Elspeth Greenvale | Nadine Khalil | Attorney-Client Privilege; Work Product | Legal advice regarding fiduciary process design for CEO succession; reflects counsel's legal judgment and strategic recommendations | Core CEO search process document — directly responsive to § 220 demand; withheld on privilege grounds
11 | AGMG-PRIV-000054 to -000062 | 2024-03-22 | Memorandum | Special Committee Process Recommendations for CEO Search: guidance on interview protocols, evaluation criteria, documentation standards, and interaction with Hargrove Tate Partners LLC; emphasizes contemporaneous documentation for fiduciary protection | Audrey Zhou; Brendan Walsh (Calderwood & Harkness LLP) | Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn) | Nathaniel Bower; Nadine Khalil | Attorney-Client Privilege; Work Product | Legal advice and strategy regarding CEO search process integrity and fiduciary compliance | Supplemental guidance to Special Committee; directly responsive to § 220 demand
12 | AGMG-PRIV-000063 to -000078 | 2024-03-25 | Memorandum | Board Fiduciary Duties in CEO Succession Under Delaware Law: comprehensive analysis of Revlon, Unocal, and enhanced scrutiny standards applicable to succession decisions; duty of care and loyalty analysis | Audrey Zhou; Brendan Walsh (Calderwood & Harkness LLP), under direction of Nathaniel Bower | AGMG Board of Directors (all members); Nadine Khalil | N/A | Attorney-Client Privilege; Work Product | Comprehensive legal memorandum providing legal advice on fiduciary standards; prepared in anticipation of potential litigation arising from proxy contest | First substantive C&H deliverable to the Board
13 | AGMG-PRIV-000079 to -000088 | 2024-03-26 | Memorandum | DGCL § 220 Books-and-Records Demand — Response Recommendations: analysis of Corvus Peak's March 22, 2024 demand seeking CEO search committee materials; proper purpose analysis; privilege log recommendations; proposed response strategy including narrowed production excluding privileged materials | Colette Whitman; Audrey Zhou (Calderwood & Harkness LLP) | Nathaniel Bower; Dame Elspeth Greenvale; Nadine Khalil | N/A | Attorney-Client Privilege; Work Product | Legal strategy memorandum prepared in anticipation of § 220 litigation; reflects counsel's litigation strategy and mental impressions regarding privilege | Directly addresses the § 220 demand at issue; withheld as quintessential attorney work product
14 | AGMG-PRIV-000089 to -000098 | 2024-03-28 | Memorandum | Interim CEO Designation — Fiduciary Considerations: analysis of whether appointing Priya Nair-Whitfield as Interim CEO creates implied precommitment that could taint the formal search process; evaluates Corvus Peak's likely challenge; recommends procedural safeguards | Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP) | AGMG Board of Directors; Nadine Khalil | N/A | Attorney-Client Privilege; Work Product | Legal analysis regarding fiduciary exposure from interim CEO designation; prepared in anticipation of proxy contest challenge and potential litigation | Addresses key governance vulnerability identified by Corvus Peak
15 | AGMG-PRIV-000099 to -000103 | 2024-04-02 | Letter (Draft) | Draft response letter prepared for Nadine Khalil's signature, addressed to Dominic Sayer at Blackthorn Howell & Crane LLP, objecting to scope of Corvus Peak's § 220 demand; offers narrowed production excluding privileged CEO search materials and attorney-client communications | Nathaniel Bower; Colette Whitman (Calderwood & Harkness LLP) | Nadine Khalil (for signature); addressed to Dominic Sayer (Blackthorn Howell & Crane LLP) | N/A | Attorney-Client Privilege; Work Product | Draft legal correspondence prepared by counsel embodying legal strategy for responding to § 220 demand | Sent in final form on April 2, 2024
16 | AGMG-PRIV-000104 to -000110 | 2024-04-03 | Memorandum | UK Regulatory Considerations — FCA/DTR Overlay: analysis of DTR 5 major shareholding notification obligations applicable to AGMG as a company with shares admitted to the premium segment of the Official List of the FCA and trading on the London Stock Exchange Main Market (ticker AGMG.L); interaction between US proxy rules and UK disclosure regime for dual-listed companies | Brendan Walsh (Calderwood & Harkness LLP), under direction of Nathaniel Bower | AGMG Board of Directors; Nadine Khalil | N/A | Attorney-Client Privilege; Work Product | Legal advice on regulatory obligations; prepared in context of activist campaign and anticipated contested election | Addresses dual-listing regulatory overlay
17 | AGMG-PRIV-000111 to -000114 | 2024-04-04 | Email | Email from Colette Whitman to Nadine Khalil providing instructions on preparing privilege log for documents withheld from Corvus Peak § 220 production; includes format requirements, privilege basis categories, and review workflow | Colette Whitman (Calderwood & Harkness LLP) | Nadine Khalil (General Counsel, AGMG) | Audrey Zhou (Calderwood & Harkness LLP) | Attorney-Client Privilege; Work Product | Privileged communication regarding litigation strategy and privilege log preparation methodology | Part of § 220 response workstream
18 | AGMG-PRIV-000115 to -000125 | 2024-04-05 | Memorandum | Evaluation Framework for Internal vs. External CEO Candidates: proposed scoring rubric and evaluation criteria for comparing Priya Nair-Whitfield against external candidates including Jonathan Hale; criteria include strategic vision, operational experience, cultural fit, industry relationships, and independence from activist influence | Audrey Zhou (Calderwood & Harkness LLP) | Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn) | Nathaniel Bower; Nadine Khalil | Attorney-Client Privilege; Work Product | Legal advice on structuring evaluation process to satisfy fiduciary obligations; reflects counsel's strategic judgment on defensible search criteria | Core CEO search process document — directly responsive to § 220 demand
19 | AGMG-PRIV-000126 to -000140 | 2024-04-08 | Memorandum | Poison Pill / Shareholder Rights Plan Analysis: analysis under Moran v. Household International and Unocal/Unitrin framework; recommendation against adoption given that Corvus Peak's 8.7% stake does not constitute a creeping control threat | Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP) | AGMG Board of Directors; Nadine Khalil | N/A | Attorney-Client Privilege; Work Product | Legal analysis of defensive measure options; prepared in anticipation of contested proxy solicitation and potential litigation | Board acted on this advice — rejected rights plan on April 10, 2024
20 | AGMG-PRIV-000141 to -000146 | 2024-04-09 | Email | Pre-meeting email from Nathaniel Bower to Dame Elspeth Greenvale summarizing Calderwood & Harkness recommendation against adoption of a shareholder rights plan; key points from the April 8 memorandum | Nathaniel Bower (Calderwood & Harkness LLP) | Dame Elspeth Greenvale (Chair, AGMG Board) | N/A | Attorney-Client Privilege | Privileged summary of legal advice conveyed ahead of board meeting on defensive measures | Supplements Entry 19
21 | AGMG-PRIV-000147 to -000155 | 2024-04-10 | Board Resolution (Draft) | Draft board resolutions memorializing the Board's decision not to adopt a poison pill / shareholder rights plan, incorporating Calderwood & Harkness's analysis and recommendation | Calderwood & Harkness LLP (Nathaniel Bower) | Dame Elspeth Greenvale; Nadine Khalil | N/A | Attorney-Client Privilege | Draft legal document prepared by counsel embodying legal advice regarding defensive measures | Adopted by Board on April 10, 2024
22 | AGMG-PRIV-000156 to -000168 | 2024-04-12 | Memorandum | Defensive Measures Available to the Board: survey of permissible defensive responses — bylaw amendments, advance notice enforcement, white squire strategies, strategic alternatives announcement, enhanced shareholder engagement; Unocal proportionality analysis for each measure | Nathaniel Bower; Colette Whitman (Calderwood & Harkness LLP) | AGMG Board of Directors; Nadine Khalil | N/A | Attorney-Client Privilege; Work Product | Comprehensive legal strategy memorandum regarding defensive options; prepared in anticipation of contested election and potential litigation | Broader defensive strategy memo following poison pill rejection
23 | AGMG-PRIV-000169 to -000182 | 2024-04-19 | Memorandum | Conflicts of Interest — Jonathan Hale and Corvus Peak: detailed analysis of Hale's pre-existing relationship with Damien Solberg (Corvus Peak founder), including shared board service at Keystone Digital Ventures Ltd.; independence assessment under NYSE listing standards and Delaware law; concludes that relationship raises material concerns about Hale's ability to serve as truly independent external candidate | Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP) | Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn) | Nadine Khalil | Attorney-Client Privilege; Work Product | Legal analysis of candidate independence and conflict of interest; reflects counsel's assessment of fiduciary risk | Core CEO search committee material — directly responsive to § 220 demand
24 | AGMG-PRIV-000183 to -000186 | 2024-04-19 | Email | Email from Nathaniel Bower to Special Committee members (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn) flagging the Hale-Solberg relationship and recommending enhanced due diligence on Hale's independence before advancing his candidacy | Nathaniel Bower (Calderwood & Harkness LLP) | Tobias Kessler; Lucinda Farrow-Grant; Dr. Anwen Llewellyn | Nadine Khalil | Attorney-Client Privilege | Privileged legal advice regarding candidate evaluation and conflict of interest | Supplements Entry 23
25 | AGMG-PRIV-000187 to -000199 | 2024-04-20 | Memorandum | Special Committee Update — Candidate Interview Summary and Observations: summary of April 18, 2024 interviews of five external CEO candidates including Jonathan Hale; preliminary assessment of strengths and concerns; flags Hale conflict issue and recommends enhanced due diligence | Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP) | Special Committee (Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn) | Colette Whitman; Nadine Khalil | Attorney-Client Privilege; Work Product | Privileged summary of counsel's observations and legal advice regarding candidate evaluation; reflects attorney mental impressions and strategic recommendations | Core CEO search committee material — directly responsive to § 220 demand; most sensitive entry on log
26 | AGMG-PRIV-000200 to -000205 | 2024-04-21 | Memorandum | Draft Engagement Letter Review — Stonebridge Crane & Co.: Calderwood & Harkness review and mark-up of Stonebridge's proposed financial advisory engagement letter; commentary on fee structure ($250,000 monthly retainer; 0.25% of enterprise value transaction fee), indemnification provisions, scope of services, and fiduciary-out provisions | Colette Whitman; Audrey Zhou (Calderwood & Harkness LLP) | Dame Elspeth Greenvale; Nadine Khalil | Nathaniel Bower | Attorney-Client Privilege; Work Product | Legal review and advice regarding financial advisor engagement terms | Related to strategic alternatives workstream
27 | AGMG-PRIV-000206 to -000210 | 2024-04-22 | Board Resolution (Draft) | Draft board resolutions authorizing engagement of Stonebridge Crane & Co. as financial advisor to the Board for evaluation of strategic alternatives | Calderwood & Harkness LLP (Nathaniel Bower) | Dame Elspeth Greenvale; Nadine Khalil | N/A | Attorney-Client Privilege | Draft legal document prepared by counsel embodying legal advice on strategic alternatives process | Adopted by Board on April 22, 2024
28 | AGMG-PRIV-000211 to -000215 | 2024-04-23 | Email | Email from Nathaniel Bower to Anil Kapoor-Mehta (Stonebridge Crane & Co.) establishing working relationship and coordination protocol for strategic alternatives review; outlines information sharing procedures and joint reporting to the Board | Nathaniel Bower (Calderwood & Harkness LLP) | Anil Kapoor-Mehta (Stonebridge Crane & Co.) | Dame Elspeth Greenvale; Nadine Khalil | Attorney-Client Privilege; Common Interest Privilege | Communication between client's legal and financial advisors regarding coordinated advisory engagement | Part of strategic alternatives workstream
29 | AGMG-PRIV-000216 to -000228 | 2024-04-24 | Memorandum | Legal Framework for Evaluating Strategic Alternatives: analysis of fiduciary duties applicable to potential sale or strategic transaction; Revlon duties; market check requirements; interaction between strategic alternatives review and CEO search process | Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP) | AGMG Board of Directors; Nadine Khalil | N/A | Attorney-Client Privilege; Work Product | Legal advice regarding fiduciary framework for strategic alternatives; prepared in anticipation of potential transaction-related litigation | Strategic alternatives legal framework memo
30 | AGMG-PRIV-000229 to -000236 | 2024-04-26 | Memorandum | Confidentiality and Information Barrier Protocols — Strategic Alternatives Review: recommended protocols for managing information flow between strategic alternatives review (Stonebridge Crane) and CEO search process; wall procedures to prevent premature disclosure | Colette Whitman (Calderwood & Harkness LLP) | AGMG Board of Directors; Nadine Khalil | Nathaniel Bower | Attorney-Client Privilege; Work Product | Legal advice on information barrier design and fiduciary process integrity | Addresses potential conflicts between parallel board workstreams
31 | AGMG-PRIV-000237 to -000260 | 2024-04-28 | Memorandum | Proxy Contest Defense Strategies: comprehensive strategic options; analysis of ISS and Tarrant Partners LLC likely recommendations; shareholder base analysis (Corvus Peak 8.7%, Thorne Capital 6.3%, Ridgeway 5.1%, Windermere 4.4%, insiders 3.2%); messaging recommendations; vote projections under multiple scenarios | Nathaniel Bower; Colette Whitman; Audrey Zhou (Calderwood & Harkness LLP) | AGMG Board of Directors; Nadine Khalil | N/A | Attorney-Client Privilege; Work Product | Core legal strategy memorandum prepared in direct anticipation of contested proxy solicitation; reflects counsel's strategic analysis, mental impressions, and litigation strategy | Comprehensive proxy fight strategy document
32 | AGMG-PRIV-000261 to -000272 | 2024-04-28 | Memorandum | Fiduciary Obligations of Directors During a Proxy Contest: board obligations regarding use of corporate resources in proxy solicitation; Blasius enhanced scrutiny for actions taken for primary purpose of interfering with shareholder franchise; limitations on incumbents' campaign conduct | Audrey Zhou; Brendan Walsh (Calderwood & Harkness LLP) | AGMG Board of Directors; Nadine Khalil | Nathaniel Bower | Attorney-Client Privilege; Work Product | Legal advice on fiduciary constraints during proxy contest; prepared in anticipation of potential Blasius challenge by Corvus Peak | Addresses potential enhanced scrutiny exposure
33 | AGMG-PRIV-000273 to -000285 | 2024-05-01 | Memorandum | Shareholder Base Analysis and Vote Projection: detailed analysis of AGMG shareholder register (412,600,000 shares outstanding); institutional holder voting tendencies; projected vote outcomes under multiple scenarios; identifies Windermere Pension Trust as potential swing voter; flags risk of ISS/Tarrant Partners LLC support for Corvus nominees | Audrey Zhou; Brendan Walsh (Calderwood & Harkness LLP) | AGMG Board of Directors; Nadine Khalil; Sandra Eriksson (Citrine Advisory Group Inc.) | Nathaniel Bower | Attorney-Client Privilege; Work Product; Common Interest Privilege | Legal and strategic analysis prepared in anticipation of contested election; reflects counsel's strategic assessments and vote modeling; shared with proxy solicitor under common interest | Vote projection analysis — shared with Citrine under common interest privilege
34 | AGMG-PRIV-000286 to -000294 | 2024-05-08 | Memorandum | ISS and Tarrant Partners LLC Policy Framework — Implications for AGMG: pre-recommendation analysis of proxy advisory firm policies applicable to board refreshment, CEO succession, and contested elections; assessment of likely ISS and Tarrant Partners LLC positions | Brendan Walsh (Calderwood & Harkness LLP) | Nathaniel Bower; Audrey Zhou; Dame Elspeth Greenvale; Nadine Khalil | N/A | Attorney-Client Privilege; Work Product | Legal strategy memorandum anticipating proxy advisory firm recommendations; reflects counsel's predictive analysis | Pre-recommendation assessment
35 | AGMG-PRIV-000295 to -000300 | 2024-05-12 | Board Resolution (Draft) | Draft board resolutions authorizing rejection of Corvus Peak's May 10, 2024 settlement proposal (two nominees seated immediately, CEO search paused pending reconstitution); includes talking points for public statement | Calderwood & Harkness LLP (Nathaniel Bower) | Dame Elspeth Greenvale; Nadine Khalil | Special Committee members | Attorney-Client Privilege | Draft legal document prepared by counsel embodying legal advice on settlement rejection and public communications strategy | Board acted on May 12, 2024 to reject proposal
36 | AGMG-PRIV-000301 to -000308 | 2024-05-17 | Email | Rapid-response email from Nathaniel Bower to Dame Elspeth Greenvale analyzing ISS recommendation to elect two of three Corvus Peak nominees (Malcolm Trask and Dr. Raymond Chu); notes Windermere Pension Trust public support for Corvus slate; recommends accelerated settlement discussions given deteriorating vote outlook | Nathaniel Bower (Calderwood & Harkness LLP) | Dame Elspeth Greenvale (Chair, AGMG Board) | Nadine Khalil | Attorney-Client Privilege | Privileged legal advice and strategic recommendation in response to ISS report | Time-sensitive legal guidance following ISS release
37 | AGMG-PRIV-000309 to -000318 | 2024-05-19 | Memorandum | Analysis of ISS Recommendation (Post-Release): rapid-response analysis after ISS recommends 2 of 3 Corvus nominees; strategic implications; revised vote projections; recommends accelerated settlement discussions | Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP) | AGMG Board of Directors; Nadine Khalil | N/A | Attorney-Client Privilege; Work Product | Legal strategy memorandum analyzing proxy advisory recommendation; reflects counsel's revised strategic assessments and settlement strategy | Follow-up to Entry 36
38 | AGMG-PRIV-000319 to -000328 | 2024-05-24 | Memorandum | Analysis of Tarrant Partners LLC Recommendation (Post-Release): analysis after Tarrant Partners LLC recommends all three Corvus Peak nominees; updated vote projections showing likely loss of proxy fight; recommends immediate resumption of settlement discussions | Audrey Zhou; Brendan Walsh (Calderwood & Harkness LLP) | AGMG Board of Directors; Nadine Khalil | Nathaniel Bower | Attorney-Client Privilege; Work Product | Legal strategy memorandum analyzing second proxy advisory recommendation; reflects counsel's conclusion that proxy fight is likely to be lost; recommends settlement | Critical inflection point in engagement
39 | AGMG-PRIV-000329 to -000350 | 2024-05-30 | Memorandum | Settlement Analysis and Recommendation: detailed analysis of optimal settlement configurations — 1-seat, 2-seat, and 3-seat concessions to Corvus Peak; game-theory analysis; precedent activist settlements in media sector; impact on CEO search timeline; recommendation for negotiated 2-seat settlement with mutual standstill and governance commitments | Nathaniel Bower; Colette Whitman; Audrey Zhou (Calderwood & Harkness LLP) | AGMG Board of Directors; Nadine Khalil | N/A | Attorney-Client Privilege; Work Product | Core legal strategy memorandum reflecting counsel's settlement recommendation and negotiation strategy; contains counsel's mental impressions regarding litigation risk and optimal board composition | Key strategic advice document — settlement recommendation
40 | AGMG-PRIV-000351 to -000360 | 2024-06-01 | Board Resolution (Draft) | Draft board resolutions authorizing Dame Elspeth Greenvale and the Special Committee to reopen and conduct settlement negotiations with Corvus Peak Capital Partners LP | Calderwood & Harkness LLP (Nathaniel Bower) | Dame Elspeth Greenvale; Nadine Khalil | Special Committee members | Attorney-Client Privilege | Draft legal document prepared by counsel embodying legal advice on settlement authority and negotiating parameters | Board adopted resolutions on June 1, 2024
41 | AGMG-PRIV-000361 to -000374 | 2024-06-02 | Term Sheet (Draft) | Draft cooperation/standstill agreement term sheet offering two board seats to Corvus Peak nominees, mutual standstill (Corvus Peak not to exceed 12% ownership or launch additional proxy contests for 18 months), joint governance commitments, CEO search process reset with Corvus representation on reconstituted search committee | Nathaniel Bower; Colette Whitman (Calderwood & Harkness LLP) | Dame Elspeth Greenvale; Special Committee; Nadine Khalil | N/A | Attorney-Client Privilege; Work Product | Draft legal document reflecting counsel's settlement strategy and negotiating positions; contains counsel's mental impressions regarding optimal agreement terms | Settlement term sheet never executed; overtaken by AGM results
42 | AGMG-PRIV-000375 to -000380 | 2024-06-07 | Email | Privileged email from Nathaniel Bower to Dame Elspeth Greenvale immediately after vote count at the 2024 Annual General Meeting, providing legal guidance on transition mechanics, organizational meeting planning, and immediate fiduciary considerations for the reconstituted board | Nathaniel Bower (Calderwood & Harkness LLP) | Dame Elspeth Greenvale (Chair, AGMG Board) | Nadine Khalil | Attorney-Client Privilege | Privileged legal advice regarding post-AGM governance transition | Time-sensitive post-vote legal guidance
43 | AGMG-PRIV-000381 to -000392 | 2024-06-08 | Memorandum | Post-AGM Vote Analysis and Implications: analysis of June 7 voting results — all three Corvus nominees elected (Trask 68.8%, Loring 65.0%, Chu 66.8%); three incumbents not re-elected (Kessler 44.5%, Pemberton 39.3%, Delgado-Ríos 42.0%); total shares voted 351,280,400 (85.1% of outstanding); implications for board dynamics and governance reset | Audrey Zhou; Brendan Walsh (Calderwood & Harkness LLP) | AGMG Board of Directors; Nadine Khalil | Nathaniel Bower; Colette Whitman | Attorney-Client Privilege; Work Product | Legal analysis of election results and strategic implications for governance transition; reflects counsel's assessment of reconstituted board dynamics | Post-AGM analysis
44 | AGMG-PRIV-000393 to -000400 | 2024-06-09 | Memorandum | Duties of Departing Directors — Document Preservation and Cooperation: advising departing directors Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos regarding post-departure obligations, D&O insurance coverage continuity under Helmsley Indemnity Corp. policy HIC-DOL-2024-009347, document preservation, and cooperation requirements | Colette Whitman (Calderwood & Harkness LLP) | Tobias Kessler; Hugh Pemberton; Sofia Delgado-Ríos; Nadine Khalil | Nathaniel Bower | Attorney-Client Privilege | Legal advice to departing directors regarding post-service obligations and insurance coverage | Covers D&O tail coverage and preservation duties
45 | AGMG-PRIV-000401 to -000412 | 2024-06-11 | Memorandum | D&O Insurance Implications of Board Reconstitution: review of Helmsley Indemnity Corp. D&O policy HIC-DOL-2024-009347 ($75 million per occurrence / $150 million aggregate; annual premium $3.8 million); tail coverage analysis for departing directors; notice obligations triggered by reconstitution; potential coverage gaps | Colette Whitman; Brendan Walsh (Calderwood & Harkness LLP) | AGMG Board of Directors; Nadine Khalil | Nathaniel Bower | Attorney-Client Privilege; Work Product | Legal analysis of insurance coverage implications; reflects counsel's assessment of potential coverage gaps and recommended actions | D&O policy analysis for reconstituted board
46 | AGMG-PRIV-000413 to -000424 | 2024-06-12 | Memorandum | Board Process Integrity Post-Reconstitution: guidance to continuing directors on fiduciary obligations when activist-nominated directors (Malcolm Trask, Vanessa Loring, Dr. Raymond Chu) join the board; information barriers and recusal protocols for matters where new directors may have conflicts arising from prior Corvus Peak relationship | Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP) | AGMG Board of Directors (continuing members); Nadine Khalil | N/A | Attorney-Client Privilege; Work Product | Legal advice on governance protocols for reconstituted board; reflects counsel's assessment of conflict risks and recommended procedures | Addresses governance integrity during board transition
47 | AGMG-PRIV-000425 to -000434 | 2024-06-15 | Memorandum | Preservation of Special Committee Records: guidance on retention and privilege preservation for all Special Committee materials including interview notes, evaluation matrices, correspondence with Hargrove Tate Partners LLC, and Calderwood & Harkness memoranda delivered to the Committee | Colette Whitman (Calderwood & Harkness LLP) | Nadine Khalil (General Counsel, AGMG); Dame Elspeth Greenvale | Nathaniel Bower | Attorney-Client Privilege; Work Product | Legal advice on document preservation obligations and privilege maintenance for Special Committee work product | Critical preservation guidance given engagement termination
48 | AGMG-PRIV-000435 to -000448 | 2024-06-16 | Memorandum | Termination of Strategic Alternatives Review — Board Considerations: analysis of fiduciary implications of reconstituted Board's decision to shelve strategic alternatives process; Stonebridge Crane & Co. engagement termination provisions; tail fee exposure of approximately $21.6 million (0.25% of estimated $8.65 billion enterprise value) if change-of-control transaction consummated within 12-month tail period | Nathaniel Bower; Audrey Zhou (Calderwood & Harkness LLP) | AGMG Board of Directors; Nadine Khalil | Colette Whitman | Attorney-Client Privilege; Work Product | Legal advice regarding fiduciary implications of terminating strategic review and financial advisor fee exposure; reflects counsel's analysis of Stonebridge engagement terms | Final substantive advisory memorandum before engagement wind-down
[sheet: Summary Statistics]
Category | Count / Detail
Total Documents Withheld | 48
Total Pages Withheld | 448
Bates Range | AGMG-PRIV-000001 through AGMG-PRIV-000448
Date Range of Withheld Documents | March 8, 2024 – June 16, 2024
Privilege Basis: Attorney-Client Privilege (sole basis) | 19 entries
Privilege Basis: Attorney-Client Privilege + Work Product Doctrine | 26 entries
Privilege Basis: Attorney-Client Privilege + Common Interest Privilege | 2 entries
Privilege Basis: Attorney-Client Privilege + Work Product + Common Interest | 1 entry
Document Types — Memoranda | 27
Document Types — Draft Board Resolutions | 7
Document Types — Emails | 6
Document Types — Letters / Draft Letters | 5
Document Types — Draft Committee Charters | 1
Document Types — Draft Term Sheets | 1
Document Types — Engagement Letters | 1
Documents Directly Responsive to CEO Search Committee Materials Request | 8 entries (Entries 10, 11, 18, 23, 24, 25, 37 referencing search process, plus Entry 39 addressing settlement impact on search timeline)
Prepared by Calderwood & Harkness LLP | All 48 entries
Matter Number | 1017-00002
Requesting Party | Corvus Peak Capital Partners LP
Requesting Party's Counsel | Blackthorn Howell & Crane LLP (Dominic Sayer / Kathleen Bryce)
Date of Demand | March 22, 2024
Date of Initial Response | April 2, 2024
Date of This Log | July 1, 2024
Log Prepared By | Colette Whitman and Audrey Zhou, Calderwood & Harkness LLP
Log Reviewed By | Nathaniel Bower, Calderwood & Harkness LLP

[sheet: Cover]

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