1017-00005 · Aurelius Global Media Group · Insurance & Risk

epli-notice-letter-northbridge.docx DOCUMENT Funds

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP Attorneys at Law 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Telephone: (310) 556-8200 Facsimile: (310) 556-8201 www.calderwoodharkness.com

May 5, 2023

VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED AND VIA ELECTRONIC MAIL

Claims Department Northbridge Mutual Insurance Co. 280 Trumbull Street, Suite 1400 Hartford, Connecticut 06103

Re: Notice of Potential Claim Under Employment Practices Liability Insurance Policy No. NM-EPLI-2023-00417 — Aurelius Global Media Group PLC / Aurelius Pacific Studios Inc.

Calderwood & Harkness Matter No.: 1017-00005

Dear Claims Department:

I. INTRODUCTION AND PURPOSE OF LETTER

Calderwood & Harkness LLP writes on behalf of our clients, Aurelius Global Media Group PLC ("AGMG"), a public limited company incorporated in England and Wales with its registered office at 45 Aldwych House, Kingsway, London WC2B 6AH, United Kingdom, listed on the London Stock Exchange (AIM market), and its wholly owned US subsidiary, Aurelius Pacific Studios Inc. ("APS"), a Delaware corporation headquartered at 3200 West Alameda Avenue, Suite 400, Burbank, California 91505 (collectively, the "Named Insureds" or the "Company"). AGMG and APS are Named Insureds under Employment Practices Liability Insurance Policy No. NM-EPLI-2023-00417 (the "Policy"), issued by Northbridge Mutual Insurance Co. ("Northbridge" or the "Carrier").

The purpose of this letter is to provide Northbridge with timely written notice of a potential claim arising from allegations of sexual harassment, hostile work environment, and retaliation involving a senior executive of Aurelius Pacific Studios Inc. This notice is given pursuant to the Policy's notice-of-circumstances and notice-of-potential-claim provisions in order to preserve all rights of the Named Insureds under the Policy. The Company is providing this notice at the earliest practicable opportunity following the emergence of facts and circumstances that could reasonably be expected to give rise to a claim covered under the Policy.

Calderwood & Harkness LLP has been retained by the Board of Directors of Aurelius Global Media Group PLC to conduct an independent, privileged workplace investigation into the allegations described herein and to serve as counsel to AGMG and APS in connection with this matter. This engagement was authorized on April 28, 2023, by joint resolution of the People & Culture Committee of the AGMG Board of Directors, chaired by Dame Cordelia Ashworth, Independent Non-Executive Director, and the Audit & Risk Committee of the AGMG Board of Directors, chaired by Raymond Okoro, Independent Non-Executive Director. The investigation is currently ongoing, and this letter reflects the information available to the Company and its counsel as of the date of this notice.

II. POLICY IDENTIFICATION

The following identifies the relevant insurance policy under which this notice is being provided:

This notice is being provided pursuant to the Policy's notice-of-circumstances and notice-of-potential-claim provisions, which permit the Named Insureds to report facts, circumstances, or situations that could reasonably be expected to give rise to a claim under the Policy. Kessler & Dunn Insurance Brokers Ltd., the Company's insurance broker of record, has been separately notified of the circumstances described in this letter in its capacity as intermediary on the placement.

III. DESCRIPTION OF THE INSUREDS

To provide context for the potential claim, we set forth below a description of the Named Insureds and their organizational structure.

Aurelius Global Media Group PLC is a United Kingdom–headquartered publicly traded media, entertainment, and e-commerce conglomerate. AGMG is listed on the London Stock Exchange (AIM market) and employs approximately 14,200 people globally, of whom approximately 4,600 are based in the United States. For the fiscal year ending December 31, 2022, AGMG reported global revenue of approximately £2.94 billion (approximately $3.67 billion at applicable exchange rates). As of the date of this letter, AGMG has a market capitalization of approximately £3.8 billion. AGMG operates through a series of regional and divisional subsidiaries, including Aurelius Pacific Studios Inc., which is the principal entity responsible for the Company's US-based filmed entertainment and streaming content production operations.

Aurelius Pacific Studios Inc. is a wholly owned Delaware subsidiary of AGMG and serves as the operational entity for US-based filmed entertainment and streaming content production. APS is headquartered at 3200 West Alameda Avenue, Suite 400, Burbank, California 91505, with satellite offices in Atlanta, Georgia and New York, New York. APS employs approximately 2,300 people and reported revenue of approximately $1.12 billion for the fiscal year ending December 31, 2022. APS is the direct employer of all US studio-division personnel, including the individuals referenced in the allegations described below.

IV. NATURE OF THE POTENTIAL CLAIM — UNDERLYING ALLEGATIONS

A. Initial Complaint

On April 18, 2023, Aurelius Pacific Studios Inc. received a written complaint through its Ethics & Compliance Hotline, which is operated by a third-party vendor, Meridian Compliance Solutions LLC, based in Chicago, Illinois. The complaint was assigned case reference number MCS-1014-00001 by Meridian. The complaint was initially submitted on an anonymous basis through Meridian's secure intake portal.

On April 19, 2023, the complainant voluntarily self-identified as Jenna Morales, Vice President of Development at Aurelius Pacific Studios Inc. Ms. Morales has been employed by APS since March 2020 and reports to the President of APS.

Also on April 19, 2023, Victor Gallegos, Vice President of Human Resources at APS, received the complaint from Meridian Compliance Solutions LLC through the standard case intake and escalation procedures. Mr. Gallegos escalated the complaint on the same day to Fiona Blackwood, General Counsel of Aurelius Global Media Group PLC, and Patricia Sung, Chief People Officer of AGMG. Upon review, Ms. Blackwood determined that the nature and seniority of the individuals involved warranted immediate escalation to the relevant Board committees and the potential engagement of independent outside counsel.

B. Demand Letter

On April 20, 2023, Sandra Reeves, a partner at the law firm of Nakamura Reeves LLP, located at 515 South Flower Street, Suite 3600, Los Angeles, California 90071, sent a demand letter on behalf of Jenna Morales to Aurelius Pacific Studios Inc., directed to the attention of Victor Gallegos, VP of Human Resources. The demand letter alleges violations of the California Fair Employment and Housing Act ("FEHA"), California Government Code sections 12940 et seq., including claims of sexual harassment (both quid pro quo and hostile work environment) and retaliation against Ms. Morales for opposing and reporting the alleged harassment.

The demand letter further demanded that Aurelius Pacific Studios Inc. immediately preserve all documents, electronic communications, and records potentially relevant to Ms. Morales's allegations, including but not limited to personnel files, email correspondence, text messages, Brightmoor Data Systems, calendar entries, and internal investigation files. A copy of the Nakamura Reeves demand letter dated April 20, 2023 is enclosed with this notice for reference; the Company notes that this document and its contents should be treated as privileged and confidential.

The demand letter from Nakamura Reeves LLP constitutes the first formal assertion of a potential legal claim by an outside party on behalf of any complainant and is a significant factor in the Company's determination that the circumstances described herein give rise to a potential claim reportable under the Policy.

C. Allegations Against Marcus Hale

The allegations described in the complaint filed by Jenna Morales, the demand letter from Nakamura Reeves LLP, and the subsequent complaints described below are directed against Marcus Hale, age 54, who has served as President of Aurelius Pacific Studios Inc. since January 2019. In his capacity as President of APS, Mr. Hale reports directly to AGMG Chief Executive Officer Elliot Vane. Mr. Hale's total annual compensation is approximately $4.7 million, consisting of a base salary of $1.85 million, a target bonus of $1.39 million, and equity awards of approximately $1.46 million. As President of APS, Mr. Hale oversees all US film and streaming production operations and has a direct report team of nine Senior Vice Presidents.

The specific allegations against Mr. Hale are as follows:

1. Sexual Harassment Allegations — Jenna Morales. Jenna Morales alleges that between approximately September 2022 and March 2023, Marcus Hale engaged in a pattern of repeated unwanted sexual advances and sexually explicit comments directed at Ms. Morales. Specifically, Ms. Morales alleges the following:

(a) During a production trip to Vancouver, British Columbia in October 2022, Mr. Hale allegedly made repeated invitations to Ms. Morales to come to his hotel room after business dinners, including on at least two occasions during the trip, despite Ms. Morales declining and expressing discomfort;

(b) Mr. Hale allegedly sent Ms. Morales sexually suggestive text messages on November 14, 2022, November 29, 2022, and December 8, 2022. Ms. Morales has represented through her counsel that copies of these messages have been preserved and are in her possession;

(c) During a one-on-one meeting on January 11, 2023, at APS's Burbank headquarters, Mr. Hale allegedly made an inappropriate comment about Ms. Morales's physical appearance in a manner that was sexual in nature and unrelated to any legitimate business purpose;

(d) At a company dinner held on February 3, 2023, Mr. Hale allegedly placed his hand on Ms. Morales's lower back and thigh in a manner that was unwanted and caused Ms. Morales significant distress. Other APS employees were present at the dinner and may have witnessed the conduct.

Ms. Morales further alleges that after she rejected Mr. Hale's advances and made clear that his conduct was unwelcome, she was retaliatorily reassigned from a high-profile development slate to lower-priority projects, effectively diminishing her responsibilities and career trajectory within the organization. Ms. Morales contends that the reassignment had no legitimate business justification and was undertaken by Mr. Hale as a direct consequence of her rejection of his sexual advances.

2. Sexual Harassment Allegations — Claire Ngo. On April 24, 2023, Claire Ngo, Senior Director of Talent Relations at APS, filed a separate corroborating complaint with Victor Gallegos, VP of Human Resources. Ms. Ngo alleges that at a company off-site retreat held at the Monarch Valley Resort in Ojai, California on February 17–18, 2023, Marcus Hale made sexually suggestive comments about Ms. Ngo's attire and asked her whether she was "seeing anyone" in a manner that was inappropriate and made Ms. Ngo uncomfortable.

Ms. Ngo further alleges that following the off-site retreat, Mr. Hale progressively excluded her from key talent-relations strategy meetings in March and April 2023 to which she had previously been routinely invited as part of her job responsibilities. Ms. Ngo alleges that this exclusion was retaliatory and had no legitimate business justification, and that it has materially impaired her ability to perform her role and advance professionally within the organization.

3. Retaliation Allegations — Darren Whitfield. On April 26, 2023, Darren Whitfield, Senior Vice President of Physical Production at APS, voluntarily contacted Victor Gallegos to report concerns regarding retaliatory conduct by Marcus Hale. Mr. Whitfield reports that at a leadership team meeting on January 23, 2023, he raised concerns about Mr. Hale's treatment of female employees within the APS organization. Mr. Whitfield alleges that, in apparent retaliation for raising those concerns, Mr. Hale reassigned two of Mr. Whitfield's highest-profile production projects — internally designated "Project Meridian" and "Project Halcyon," with combined production budgets of approximately $187 million — to Cameron Briggs, SVP of Production, on February 6, 2023. Mr. Whitfield contends that this reassignment was punitive and was not supported by any legitimate operational rationale, and that it has materially diminished his standing and responsibilities within the organization.

D. Prior Complaint History

In the course of its preliminary review, the Company has become aware that a prior informal complaint was made against Marcus Hale in approximately July 2021 by Serena Whitcomb, a former executive assistant at APS who was employed from April 2019 through September 2021. Ms. Whitcomb alleged that Mr. Hale made inappropriate comments to her, the specific nature of which is being investigated as part of the current engagement.

The 2021 complaint was handled internally by Victor Gallegos, VP of Human Resources, and verbal counseling was issued to Mr. Hale on August 2, 2021. The Company's investigation to date has identified that no written documentation of the counseling was retained in Mr. Hale's personnel file, nor does there appear to be a formal written record of the complaint, the investigation steps taken, findings, or corrective actions in the Company's HR files. The absence of documentation regarding the prior complaint and counseling is a matter of concern to the Company and is being examined as part of the current investigation.

E. Legal Theories and Potential Statutory Violations

Based on the allegations described above and the demand letter received from Nakamura Reeves LLP, the potential claim may involve the following legal theories and statutory provisions:

(a) California Fair Employment and Housing Act (FEHA), Cal. Gov. Code §§ 12940 et seq.: claims of sexual harassment, including both quid pro quo sexual harassment and hostile work environment harassment; claims of retaliation for opposing, reporting, or complaining about harassment and discrimination; claims of failure to take all reasonable steps necessary to prevent harassment, discrimination, and retaliation from occurring; potential individual liability of supervisory employees under Cal. Gov. Code § 12940(j);

(b) Potential violations of the Company's own internal policies, including: the AGMG Global Code of Conduct, Version 4.2 (effective January 1, 2022); the APS Employee Handbook (California Supplement, revised March 15, 2022), specifically Section 5.3 (Anti-Harassment & Anti-Discrimination Policy), Section 5.7 (Anti-Retaliation Policy), and Section 8.1 (Complaint & Investigation Procedures); and the AGMG Board Corporate Governance Guidelines, Section 12 (Executive Conduct Standards).

Additional legal theories may emerge as the investigation progresses, and the Company reserves the right to supplement this notice accordingly.

V. INTERIM MEASURES AND INVESTIGATION STATUS

The Company and its Board of Directors have taken the following interim measures in response to the allegations described above:

1. On April 28, 2023, the People & Culture Committee and the Audit & Risk Committee of the AGMG Board of Directors jointly resolved to retain independent outside counsel to conduct a thorough, privileged investigation into the allegations against Marcus Hale and related matters.

2. CEO Elliot Vane was formally recused from all oversight, involvement, and decision-making authority with respect to the investigation due to Mr. Hale's direct reporting relationship to Mr. Vane. Interim oversight of the investigation has been assumed by the chairs of the People & Culture Committee and the Audit & Risk Committee, respectively.

3. On May 2, 2023, Calderwood & Harkness LLP was formally engaged to conduct the independent privileged investigation. The investigation was officially opened on that date. The scope of the investigation encompasses the allegations made by Jenna Morales, Claire Ngo, and Darren Whitfield, as well as any related conduct or circumstances that may be identified during the course of the investigation.

4. On May 2, 2023, a litigation hold notice was issued by Calderwood & Harkness LLP, in coordination with the Company's General Counsel, to all relevant custodians identified to date. The litigation hold requires the preservation of all potentially relevant documents, electronic communications, hard-copy records, and other materials, and provides detailed instructions regarding custodian obligations.

5. On May 3, 2023, Marcus Hale was placed on paid administrative leave by Aurelius Pacific Studios Inc., pending the outcome of the investigation. Concurrently, Mr. Hale's access to company email, Meridian Solutions messaging systems, and all other internal systems and platforms was suspended to preserve the integrity of the investigation and the evidentiary record.

6. On May 3, 2023, Mr. Hale retained Graham Thornfield, founding partner of Thornfield & Associates LLP, located at 10250 Constellation Boulevard, Suite 1950, Los Angeles, California 90067, as his personal counsel in connection with the investigation and any resulting proceedings.

7. On May 8, 2023, the Company, upon the recommendation of Calderwood & Harkness, retained Linden Forensics Group Inc., located at 201 Mission Street, Suite 1400, San Francisco, California 94105, as a digital forensics firm to collect, process, and preserve electronic communications from identified custodians, including but not limited to email accounts, mobile devices, Meridian Solutions channels, and other messaging platforms. Linden Forensics is working under the direction of Calderwood & Harkness and at the Company's expense.

The investigation is expected to include interviews with a substantial number of current and former employees and other witnesses, a comprehensive review of documents and electronic communications, analysis of personnel records and organizational actions, and such other investigative steps as may be warranted by the evolving facts. The investigation is ongoing as of the date of this letter, and no conclusions have been reached. The Company will provide supplemental notice to Northbridge as appropriate as the investigation progresses and as additional material information becomes available.

VI. POTENTIAL EXPOSURE AND CLAIM VALUATION

The Company draws Northbridge's attention to several factors that bear on the potential severity and scope of the claims that may arise from the circumstances described in this letter:

• The potential claim involves the conduct of a senior executive — the President of Aurelius Pacific Studios Inc. — who occupies a position of significant authority, influence, and visibility within the organization and the broader entertainment industry.

• Multiple complainants have come forward independently, including Jenna Morales, Claire Ngo, and Darren Whitfield, raising the possibility of multiple parallel claims arising from the same or related set of circumstances.

• Outside counsel, Nakamura Reeves LLP, has already been retained by the primary complainant, Jenna Morales, and has issued a formal demand letter, indicating that litigation is reasonably foreseeable.

• The nature of the underlying allegations — sexual harassment (both quid pro quo and hostile work environment), retaliation, and failure to prevent harassment — could give rise to significant compensatory damages (including damages for emotional distress, lost wages, and future earnings), punitive damages, and an award of the complainants' attorneys' fees and costs under California law, including under Cal. Gov. Code § 12965(c)(6).

• Given the seniority of the subject (President of APS), the identity of the Named Insureds as subsidiaries of a publicly traded conglomerate, and the intense media and public scrutiny to which allegations of this nature are subject in the current environment, the potential reputational exposure is substantial. Any public disclosure, regulatory inquiry, or media reporting of the allegations could have a material adverse effect on the Company's business relationships, talent recruitment and retention, and share price.

• Investigation defense costs and potential litigation costs — including the fees of Calderwood & Harkness LLP, forensic vendor costs (Linden Forensics Group Inc.), expert consultant fees, and other costs of the investigation and any subsequent proceedings — are expected to be significant.

At this early stage of the investigation, it is not possible to quantify the total potential exposure with precision. However, given the factors identified above, the Company believes that the potential claim could result in total exposure (including defense costs, settlements, judgments, and related expenses) that is material and could substantially implicate the coverage afforded under the Policy. The Company provides this notice to ensure that all rights under the Policy are preserved and that Northbridge is fully informed at the earliest practicable date.

VII. DEFENSE COSTS AND SELF-INSURED RETENTION

The Company wishes to draw Northbridge's attention to the defense costs and related expenses that are being incurred in connection with the investigation and the potential claim.

Calderwood & Harkness LLP's investigation fees, together with the costs of the digital forensics vendor, Linden Forensics Group Inc., constitute defense costs under the Policy. These costs include, but are not limited to, attorney fees for the conduct of the privileged investigation, costs associated with witness interviews, document collection and review, forensic imaging and data processing, and related professional services. Additional costs may include expert consultant fees, costs of litigation if and when formal proceedings are filed, and other expenses that fall within the Policy's definition of defense costs.

The Company anticipates, based on the scope and complexity of the investigation and the number of witnesses and custodians involved, that investigation costs will exceed the $500,000 per-claim self-insured retention ("SIR") under the Policy. The Company will track and document all defense costs incurred in connection with this matter and will provide Northbridge with detailed fee information and invoices in accordance with the Policy's billing and reporting guidelines.

In this regard, the Company respectfully requests that Northbridge provide the following at its earliest convenience:

(a) Confirmation of the Carrier's billing guidelines, including any specific requirements regarding the format, detail, and frequency of invoice submissions for defense costs under the Policy;

(b) Confirmation of any panel counsel requirements or preferred counsel provisions that may be applicable to any future litigation arising from this matter, noting that Calderwood & Harkness LLP has been engaged by the Board of Directors of AGMG for the independent privileged investigation and the Company reserves its rights to select counsel of its choosing for any litigation in accordance with applicable law; and

(c) Identification of the claims adjuster or claims examiner assigned to this matter and any applicable claim number, so that invoices and future correspondence may be directed appropriately.

VIII. RESERVATION OF RIGHTS AND ONGOING OBLIGATIONS

This notice is provided to preserve all rights of the Named Insureds — Aurelius Global Media Group PLC and Aurelius Pacific Studios Inc. — under Employment Practices Liability Insurance Policy No. NM-EPLI-2023-00417. Nothing in this letter shall be construed as, or is intended to constitute, a waiver of any rights, defenses, privileges, or positions of the Named Insureds under the Policy, at law, or in equity. The Named Insureds expressly reserve all such rights.

The Company further reserves the right to supplement, amend, or update this notice as additional facts, allegations, claims, or circumstances are developed during the course of the ongoing investigation, or if formal legal proceedings are initiated by any complainant or regulatory body. The Company undertakes to provide Northbridge with updated information in a timely manner as warranted by the circumstances, consistent with its obligations under the Policy.

The Company respectfully requests that Northbridge:

(a) Acknowledge receipt of this notice in writing and confirm the assignment of a claims adjuster (or claims examiner) and a claim number for this matter;

(b) Provide written confirmation of coverage under the Policy for the potential claim described herein, including confirmation of the applicability of the Policy's defense costs and indemnity provisions to the circumstances set forth in this notice; or, alternatively, if Northbridge intends to issue any reservation of rights, coverage defense, or coverage position, that it do so at the earliest practicable opportunity so that the Company may respond in a timely manner; and

(c) Identify any additional information that Northbridge requires at this stage in order to evaluate the notice and the potential claim.

IX. CONFIDENTIALITY AND PRIVILEGE

This notice letter and the investigation to which it relates are protected by the attorney-client privilege and the work product doctrine. The information contained herein has been prepared by and at the direction of counsel in anticipation of litigation and in connection with the provision of legal advice to the Named Insureds. Disclosure of this notice to Northbridge is made pursuant to the terms and obligations of the Policy and is not intended to, and does not, waive any applicable privilege.

The Company requests that Northbridge treat all information provided in this letter, and in any subsequent communications, reports, or materials provided in connection with this claim, as strictly confidential and subject to the protections of the attorney-client privilege and the common interest doctrine, to the fullest extent permitted by law.

Disclosure of this notice or its contents to any third party — including but not limited to any reinsurer, outside consultant, or regulatory body — without the prior written consent of the Named Insureds and their counsel is not authorized. To the extent Northbridge determines that disclosure to any reinsurer or other party is necessary or required under the terms of any reinsurance arrangement, the Company requests that Northbridge notify Calderwood & Harkness in advance so that appropriate confidentiality protections may be coordinated.

The Company further notes that Pendleton & Warwick LLP, located at 20 Fenchurch Street, 8th Floor, London EC3M 3BY, United Kingdom, serves as AGMG's UK corporate counsel and is coordinating with Calderwood & Harkness LLP on cross-border privilege protocols to ensure the preservation of privilege in all applicable jurisdictions, including the United Kingdom, the United States, and any other jurisdiction in which the Named Insureds may assert privilege.

X. RELATED INSURANCE NOTIFICATIONS

As a matter of prudence and to preserve all potentially applicable coverage, the Company has also provided a precautionary notice of circumstances to Castlemaine Underwriters Ltd. under the Company's Directors & Officers Liability Insurance Policy No. CU-DO-2023-11283, which has a tower limit of $50,000,000. That notice was given to address the possibility that certain aspects of the underlying facts — including the conduct of a senior executive and potential claims of oversight failures by directors and officers — may give rise to claims or proceedings that implicate D&O coverage in addition to, or independent of, the EPLI coverage at issue in this letter.

Kessler & Dunn Insurance Brokers Ltd. (London) has been notified of the circumstances described in this letter in its capacity as AGMG's insurance broker of record and has been separately notified regarding the D&O claim notice to Castlemaine Underwriters Ltd. The Company has requested that Kessler & Dunn coordinate with both Northbridge and Castlemaine as appropriate to facilitate efficient claims handling.

Additionally, the Company's external auditor, Greystone Advisors LLP, has been notified of the investigation in connection with potential financial reporting implications. Specifically, Mr. Hale's employment agreement with Aurelius Pacific Studios Inc. contains change-of-control and termination-for-cause provisions that may be relevant to the Company's financial statements and disclosures depending on the outcome of the investigation and any resulting employment action. The notification to Greystone Advisors is being handled by AGMG's General Counsel in coordination with Calderwood & Harkness and Pendleton & Warwick.

XI. CONTACT INFORMATION AND FUTURE CORRESPONDENCE

All correspondence regarding this matter should be directed to:

Bernard Crawford Partner Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Telephone: (310) 556-8217

Email: bcrawford@calderwoodharkness.com

With a copy to:

Devon Archer Associate Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Telephone: (310) 556-8244

Email: darcher@calderwoodharkness.com

Internal company correspondence may also be directed to:

Fiona Blackwood General Counsel Aurelius Global Media Group PLC 45 Aldwych House, Kingsway London WC2B 6AH, United Kingdom Telephone: +44 (0)20 7946 0283

Email: f.blackwood@aureliusglobal.com

Please reference Calderwood & Harkness Matter No. 1017-00005 in all correspondence.

XII. CLOSING

The Company requests Northbridge's prompt acknowledgment of receipt of this notice and timely attention to the requests set forth herein. Given the ongoing nature of the investigation and the possibility that formal litigation may be initiated in the near term, the Company considers it essential that a dialogue between the parties be established promptly to facilitate the efficient administration of this potential claim under the Policy.

We appreciate your attention to this matter and look forward to receiving Northbridge's written response at the earliest convenience. Should you have any questions or require any additional information at this time, please do not hesitate to contact the undersigned directly.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Bernard Crawford Partner

Date: May 5, 2023

cc:

Fiona Blackwood, General Counsel, Aurelius Global Media Group PLC Dame Cordelia Ashworth, Chair, People & Culture Committee, AGMG Board of Directors Raymond Okoro, Chair, Audit & Risk Committee, AGMG Board of Directors Renata Vasquez, Partner, Calderwood & Harkness LLP Devon Archer, Associate, Calderwood & Harkness LLP Kessler & Dunn Insurance Brokers Ltd. (London)

Enclosures:

1. Copy of demand letter from Nakamura Reeves LLP dated April 20, 2023 (Privileged and Confidential — Subject to Attorney-Client Privilege)

2. Copy of EPLI Policy No. NM-EPLI-2023-00417 — Declarations Page (for reference)

This letter and the enclosures hereto contain information that is privileged, confidential, and/or subject to the attorney-client privilege and work product doctrine. This communication is intended solely for the use of the individual(s) or entity to which it is addressed. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies.

Policy Detail	Information
Policy Number	NM-EPLI-2023-00417
Named Insured(s)	Aurelius Global Media Group PLC and its subsidiaries, including Aurelius Pacific Studios Inc.
Carrier	Northbridge Mutual Insurance Co.
Insurance Broker	Kessler & Dunn Insurance Brokers Ltd. (London, United Kingdom)
Policy Period	January 1, 2023 through December 31, 2023
Per-Claim Limit of Liability	$10,000,000
Aggregate Limit of Liability	$25,000,000
Self-Insured Retention (SIR)	$500,000 per claim

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Attorneys at Law 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Telephone: (310) 556-8200 Facsimile: (310) 556-8201 www.calderwoodharkness.com
May 5, 2023
VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED AND VIA ELECTRONIC MAIL
Claims Department Northbridge Mutual Insurance Co. 280 Trumbull Street, Suite 1400 Hartford, Connecticut 06103
Re: Notice of Potential Claim Under Employment Practices Liability Insurance Policy No. NM-EPLI-2023-00417 — Aurelius Global Media Group PLC / Aurelius Pacific Studios Inc.
Calderwood & Harkness Matter No.: 1017-00005
Dear Claims Department:
I. INTRODUCTION AND PURPOSE OF LETTER
Calderwood & Harkness LLP writes on behalf of our clients, Aurelius Global Media Group PLC ("AGMG"), a public limited company incorporated in England and Wales with its registered office at 45 Aldwych House, Kingsway, London WC2B 6AH, United Kingdom, listed on the London Stock Exchange (AIM market), and its wholly owned US subsidiary, Aurelius Pacific Studios Inc. ("APS"), a Delaware corporation headquartered at 3200 West Alameda Avenue, Suite 400, Burbank, California 91505 (collectively, the "Named Insureds" or the "Company"). AGMG and APS are Named Insureds under Employment Practices Liability Insurance Policy No. NM-EPLI-2023-00417 (the "Policy"), issued by Northbridge Mutual Insurance Co. ("Northbridge" or the "Carrier").
The purpose of this letter is to provide Northbridge with timely written notice of a potential claim arising from allegations of sexual harassment, hostile work environment, and retaliation involving a senior executive of Aurelius Pacific Studios Inc. This notice is given pursuant to the Policy's notice-of-circumstances and notice-of-potential-claim provisions in order to preserve all rights of the Named Insureds under the Policy. The Company is providing this notice at the earliest practicable opportunity following the emergence of facts and circumstances that could reasonably be expected to give rise to a claim covered under the Policy.
Calderwood & Harkness LLP has been retained by the Board of Directors of Aurelius Global Media Group PLC to conduct an independent, privileged workplace investigation into the allegations described herein and to serve as counsel to AGMG and APS in connection with this matter. This engagement was authorized on April 28, 2023, by joint resolution of the People & Culture Committee of the AGMG Board of Directors, chaired by Dame Cordelia Ashworth, Independent Non-Executive Director, and the Audit & Risk Committee of the AGMG Board of Directors, chaired by Raymond Okoro, Independent Non-Executive Director. The investigation is currently ongoing, and this letter reflects the information available to the Company and its counsel as of the date of this notice.
II. POLICY IDENTIFICATION
The following identifies the relevant insurance policy under which this notice is being provided:
This notice is being provided pursuant to the Policy's notice-of-circumstances and notice-of-potential-claim provisions, which permit the Named Insureds to report facts, circumstances, or situations that could reasonably be expected to give rise to a claim under the Policy. Kessler & Dunn Insurance Brokers Ltd., the Company's insurance broker of record, has been separately notified of the circumstances described in this letter in its capacity as intermediary on the placement.
III. DESCRIPTION OF THE INSUREDS
To provide context for the potential claim, we set forth below a description of the Named Insureds and their organizational structure.
Aurelius Global Media Group PLC is a United Kingdom–headquartered publicly traded media, entertainment, and e-commerce conglomerate. AGMG is listed on the London Stock Exchange (AIM market) and employs approximately 14,200 people globally, of whom approximately 4,600 are based in the United States. For the fiscal year ending December 31, 2022, AGMG reported global revenue of approximately £2.94 billion (approximately $3.67 billion at applicable exchange rates). As of the date of this letter, AGMG has a market capitalization of approximately £3.8 billion. AGMG operates through a series of regional and divisional subsidiaries, including Aurelius Pacific Studios Inc., which is the principal entity responsible for the Company's US-based filmed entertainment and streaming content production operations.
Aurelius Pacific Studios Inc. is a wholly owned Delaware subsidiary of AGMG and serves as the operational entity for US-based filmed entertainment and streaming content production. APS is headquartered at 3200 West Alameda Avenue, Suite 400, Burbank, California 91505, with satellite offices in Atlanta, Georgia and New York, New York. APS employs approximately 2,300 people and reported revenue of approximately $1.12 billion for the fiscal year ending December 31, 2022. APS is the direct employer of all US studio-division personnel, including the individuals referenced in the allegations described below.
IV. NATURE OF THE POTENTIAL CLAIM — UNDERLYING ALLEGATIONS
A. Initial Complaint
On April 18, 2023, Aurelius Pacific Studios Inc. received a written complaint through its Ethics & Compliance Hotline, which is operated by a third-party vendor, Meridian Compliance Solutions LLC, based in Chicago, Illinois. The complaint was assigned case reference number MCS-1014-00001 by Meridian. The complaint was initially submitted on an anonymous basis through Meridian's secure intake portal.
On April 19, 2023, the complainant voluntarily self-identified as Jenna Morales, Vice President of Development at Aurelius Pacific Studios Inc. Ms. Morales has been employed by APS since March 2020 and reports to the President of APS.
Also on April 19, 2023, Victor Gallegos, Vice President of Human Resources at APS, received the complaint from Meridian Compliance Solutions LLC through the standard case intake and escalation procedures. Mr. Gallegos escalated the complaint on the same day to Fiona Blackwood, General Counsel of Aurelius Global Media Group PLC, and Patricia Sung, Chief People Officer of AGMG. Upon review, Ms. Blackwood determined that the nature and seniority of the individuals involved warranted immediate escalation to the relevant Board committees and the potential engagement of independent outside counsel.
B. Demand Letter
On April 20, 2023, Sandra Reeves, a partner at the law firm of Nakamura Reeves LLP, located at 515 South Flower Street, Suite 3600, Los Angeles, California 90071, sent a demand letter on behalf of Jenna Morales to Aurelius Pacific Studios Inc., directed to the attention of Victor Gallegos, VP of Human Resources. The demand letter alleges violations of the California Fair Employment and Housing Act ("FEHA"), California Government Code sections 12940 et seq., including claims of sexual harassment (both quid pro quo and hostile work environment) and retaliation against Ms. Morales for opposing and reporting the alleged harassment.
The demand letter further demanded that Aurelius Pacific Studios Inc. immediately preserve all documents, electronic communications, and records potentially relevant to Ms. Morales's allegations, including but not limited to personnel files, email correspondence, text messages, Brightmoor Data Systems, calendar entries, and internal investigation files. A copy of the Nakamura Reeves demand letter dated April 20, 2023 is enclosed with this notice for reference; the Company notes that this document and its contents should be treated as privileged and confidential.
The demand letter from Nakamura Reeves LLP constitutes the first formal assertion of a potential legal claim by an outside party on behalf of any complainant and is a significant factor in the Company's determination that the circumstances described herein give rise to a potential claim reportable under the Policy.
C. Allegations Against Marcus Hale
The allegations described in the complaint filed by Jenna Morales, the demand letter from Nakamura Reeves LLP, and the subsequent complaints described below are directed against Marcus Hale, age 54, who has served as President of Aurelius Pacific Studios Inc. since January 2019. In his capacity as President of APS, Mr. Hale reports directly to AGMG Chief Executive Officer Elliot Vane. Mr. Hale's total annual compensation is approximately $4.7 million, consisting of a base salary of $1.85 million, a target bonus of $1.39 million, and equity awards of approximately $1.46 million. As President of APS, Mr. Hale oversees all US film and streaming production operations and has a direct report team of nine Senior Vice Presidents.
The specific allegations against Mr. Hale are as follows:
1. Sexual Harassment Allegations — Jenna Morales.  Jenna Morales alleges that between approximately September 2022 and March 2023, Marcus Hale engaged in a pattern of repeated unwanted sexual advances and sexually explicit comments directed at Ms. Morales. Specifically, Ms. Morales alleges the following:
(a) During a production trip to Vancouver, British Columbia in October 2022, Mr. Hale allegedly made repeated invitations to Ms. Morales to come to his hotel room after business dinners, including on at least two occasions during the trip, despite Ms. Morales declining and expressing discomfort;
(b) Mr. Hale allegedly sent Ms. Morales sexually suggestive text messages on November 14, 2022, November 29, 2022, and December 8, 2022. Ms. Morales has represented through her counsel that copies of these messages have been preserved and are in her possession;
(c) During a one-on-one meeting on January 11, 2023, at APS's Burbank headquarters, Mr. Hale allegedly made an inappropriate comment about Ms. Morales's physical appearance in a manner that was sexual in nature and unrelated to any legitimate business purpose;
(d) At a company dinner held on February 3, 2023, Mr. Hale allegedly placed his hand on Ms. Morales's lower back and thigh in a manner that was unwanted and caused Ms. Morales significant distress. Other APS employees were present at the dinner and may have witnessed the conduct.
Ms. Morales further alleges that after she rejected Mr. Hale's advances and made clear that his conduct was unwelcome, she was retaliatorily reassigned from a high-profile development slate to lower-priority projects, effectively diminishing her responsibilities and career trajectory within the organization. Ms. Morales contends that the reassignment had no legitimate business justification and was undertaken by Mr. Hale as a direct consequence of her rejection of his sexual advances.
2. Sexual Harassment Allegations — Claire Ngo.  On April 24, 2023, Claire Ngo, Senior Director of Talent Relations at APS, filed a separate corroborating complaint with Victor Gallegos, VP of Human Resources. Ms. Ngo alleges that at a company off-site retreat held at the Monarch Valley Resort in Ojai, California on February 17–18, 2023, Marcus Hale made sexually suggestive comments about Ms. Ngo's attire and asked her whether she was "seeing anyone" in a manner that was inappropriate and made Ms. Ngo uncomfortable.
Ms. Ngo further alleges that following the off-site retreat, Mr. Hale progressively excluded her from key talent-relations strategy meetings in March and April 2023 to which she had previously been routinely invited as part of her job responsibilities. Ms. Ngo alleges that this exclusion was retaliatory and had no legitimate business justification, and that it has materially impaired her ability to perform her role and advance professionally within the organization.
3. Retaliation Allegations — Darren Whitfield.  On April 26, 2023, Darren Whitfield, Senior Vice President of Physical Production at APS, voluntarily contacted Victor Gallegos to report concerns regarding retaliatory conduct by Marcus Hale. Mr. Whitfield reports that at a leadership team meeting on January 23, 2023, he raised concerns about Mr. Hale's treatment of female employees within the APS organization. Mr. Whitfield alleges that, in apparent retaliation for raising those concerns, Mr. Hale reassigned two of Mr. Whitfield's highest-profile production projects — internally designated "Project Meridian" and "Project Halcyon," with combined production budgets of approximately $187 million — to Cameron Briggs, SVP of Production, on February 6, 2023. Mr. Whitfield contends that this reassignment was punitive and was not supported by any legitimate operational rationale, and that it has materially diminished his standing and responsibilities within the organization.
D. Prior Complaint History
In the course of its preliminary review, the Company has become aware that a prior informal complaint was made against Marcus Hale in approximately July 2021 by Serena Whitcomb, a former executive assistant at APS who was employed from April 2019 through September 2021. Ms. Whitcomb alleged that Mr. Hale made inappropriate comments to her, the specific nature of which is being investigated as part of the current engagement.
The 2021 complaint was handled internally by Victor Gallegos, VP of Human Resources, and verbal counseling was issued to Mr. Hale on August 2, 2021. The Company's investigation to date has identified that no written documentation of the counseling was retained in Mr. Hale's personnel file, nor does there appear to be a formal written record of the complaint, the investigation steps taken, findings, or corrective actions in the Company's HR files. The absence of documentation regarding the prior complaint and counseling is a matter of concern to the Company and is being examined as part of the current investigation.
E. Legal Theories and Potential Statutory Violations
Based on the allegations described above and the demand letter received from Nakamura Reeves LLP, the potential claim may involve the following legal theories and statutory provisions:
(a) California Fair Employment and Housing Act (FEHA), Cal. Gov. Code §§ 12940 et seq.: claims of sexual harassment, including both quid pro quo sexual harassment and hostile work environment harassment; claims of retaliation for opposing, reporting, or complaining about harassment and discrimination; claims of failure to take all reasonable steps necessary to prevent harassment, discrimination, and retaliation from occurring; potential individual liability of supervisory employees under Cal. Gov. Code § 12940(j);
(b) Potential violations of the Company's own internal policies, including: the AGMG Global Code of Conduct, Version 4.2 (effective January 1, 2022); the APS Employee Handbook (California Supplement, revised March 15, 2022), specifically Section 5.3 (Anti-Harassment & Anti-Discrimination Policy), Section 5.7 (Anti-Retaliation Policy), and Section 8.1 (Complaint & Investigation Procedures); and the AGMG Board Corporate Governance Guidelines, Section 12 (Executive Conduct Standards).
Additional legal theories may emerge as the investigation progresses, and the Company reserves the right to supplement this notice accordingly.
V. INTERIM MEASURES AND INVESTIGATION STATUS
The Company and its Board of Directors have taken the following interim measures in response to the allegations described above:
1.  On April 28, 2023, the People & Culture Committee and the Audit & Risk Committee of the AGMG Board of Directors jointly resolved to retain independent outside counsel to conduct a thorough, privileged investigation into the allegations against Marcus Hale and related matters.
2.  CEO Elliot Vane was formally recused from all oversight, involvement, and decision-making authority with respect to the investigation due to Mr. Hale's direct reporting relationship to Mr. Vane. Interim oversight of the investigation has been assumed by the chairs of the People & Culture Committee and the Audit & Risk Committee, respectively.
3.  On May 2, 2023, Calderwood & Harkness LLP was formally engaged to conduct the independent privileged investigation. The investigation was officially opened on that date. The scope of the investigation encompasses the allegations made by Jenna Morales, Claire Ngo, and Darren Whitfield, as well as any related conduct or circumstances that may be identified during the course of the investigation.
4.  On May 2, 2023, a litigation hold notice was issued by Calderwood & Harkness LLP, in coordination with the Company's General Counsel, to all relevant custodians identified to date. The litigation hold requires the preservation of all potentially relevant documents, electronic communications, hard-copy records, and other materials, and provides detailed instructions regarding custodian obligations.
5.  On May 3, 2023, Marcus Hale was placed on paid administrative leave by Aurelius Pacific Studios Inc., pending the outcome of the investigation. Concurrently, Mr. Hale's access to company email, Meridian Solutions messaging systems, and all other internal systems and platforms was suspended to preserve the integrity of the investigation and the evidentiary record.
6.  On May 3, 2023, Mr. Hale retained Graham Thornfield, founding partner of Thornfield & Associates LLP, located at 10250 Constellation Boulevard, Suite 1950, Los Angeles, California 90067, as his personal counsel in connection with the investigation and any resulting proceedings.
7.  On May 8, 2023, the Company, upon the recommendation of Calderwood & Harkness, retained Linden Forensics Group Inc., located at 201 Mission Street, Suite 1400, San Francisco, California 94105, as a digital forensics firm to collect, process, and preserve electronic communications from identified custodians, including but not limited to email accounts, mobile devices, Meridian Solutions channels, and other messaging platforms. Linden Forensics is working under the direction of Calderwood & Harkness and at the Company's expense.
The investigation is expected to include interviews with a substantial number of current and former employees and other witnesses, a comprehensive review of documents and electronic communications, analysis of personnel records and organizational actions, and such other investigative steps as may be warranted by the evolving facts. The investigation is ongoing as of the date of this letter, and no conclusions have been reached. The Company will provide supplemental notice to Northbridge as appropriate as the investigation progresses and as additional material information becomes available.
VI. POTENTIAL EXPOSURE AND CLAIM VALUATION
The Company draws Northbridge's attention to several factors that bear on the potential severity and scope of the claims that may arise from the circumstances described in this letter:
•  The potential claim involves the conduct of a senior executive — the President of Aurelius Pacific Studios Inc. — who occupies a position of significant authority, influence, and visibility within the organization and the broader entertainment industry.
•  Multiple complainants have come forward independently, including Jenna Morales, Claire Ngo, and Darren Whitfield, raising the possibility of multiple parallel claims arising from the same or related set of circumstances.
•  Outside counsel, Nakamura Reeves LLP, has already been retained by the primary complainant, Jenna Morales, and has issued a formal demand letter, indicating that litigation is reasonably foreseeable.
•  The nature of the underlying allegations — sexual harassment (both quid pro quo and hostile work environment), retaliation, and failure to prevent harassment — could give rise to significant compensatory damages (including damages for emotional distress, lost wages, and future earnings), punitive damages, and an award of the complainants' attorneys' fees and costs under California law, including under Cal. Gov. Code § 12965(c)(6).
•  Given the seniority of the subject (President of APS), the identity of the Named Insureds as subsidiaries of a publicly traded conglomerate, and the intense media and public scrutiny to which allegations of this nature are subject in the current environment, the potential reputational exposure is substantial. Any public disclosure, regulatory inquiry, or media reporting of the allegations could have a material adverse effect on the Company's business relationships, talent recruitment and retention, and share price.
•  Investigation defense costs and potential litigation costs — including the fees of Calderwood & Harkness LLP, forensic vendor costs (Linden Forensics Group Inc.), expert consultant fees, and other costs of the investigation and any subsequent proceedings — are expected to be significant.
At this early stage of the investigation, it is not possible to quantify the total potential exposure with precision. However, given the factors identified above, the Company believes that the potential claim could result in total exposure (including defense costs, settlements, judgments, and related expenses) that is material and could substantially implicate the coverage afforded under the Policy. The Company provides this notice to ensure that all rights under the Policy are preserved and that Northbridge is fully informed at the earliest practicable date.
VII. DEFENSE COSTS AND SELF-INSURED RETENTION
The Company wishes to draw Northbridge's attention to the defense costs and related expenses that are being incurred in connection with the investigation and the potential claim.
Calderwood & Harkness LLP's investigation fees, together with the costs of the digital forensics vendor, Linden Forensics Group Inc., constitute defense costs under the Policy. These costs include, but are not limited to, attorney fees for the conduct of the privileged investigation, costs associated with witness interviews, document collection and review, forensic imaging and data processing, and related professional services. Additional costs may include expert consultant fees, costs of litigation if and when formal proceedings are filed, and other expenses that fall within the Policy's definition of defense costs.
The Company anticipates, based on the scope and complexity of the investigation and the number of witnesses and custodians involved, that investigation costs will exceed the $500,000 per-claim self-insured retention ("SIR") under the Policy. The Company will track and document all defense costs incurred in connection with this matter and will provide Northbridge with detailed fee information and invoices in accordance with the Policy's billing and reporting guidelines.
In this regard, the Company respectfully requests that Northbridge provide the following at its earliest convenience:
(a) Confirmation of the Carrier's billing guidelines, including any specific requirements regarding the format, detail, and frequency of invoice submissions for defense costs under the Policy;
(b) Confirmation of any panel counsel requirements or preferred counsel provisions that may be applicable to any future litigation arising from this matter, noting that Calderwood & Harkness LLP has been engaged by the Board of Directors of AGMG for the independent privileged investigation and the Company reserves its rights to select counsel of its choosing for any litigation in accordance with applicable law; and
(c) Identification of the claims adjuster or claims examiner assigned to this matter and any applicable claim number, so that invoices and future correspondence may be directed appropriately.
VIII. RESERVATION OF RIGHTS AND ONGOING OBLIGATIONS
This notice is provided to preserve all rights of the Named Insureds — Aurelius Global Media Group PLC and Aurelius Pacific Studios Inc. — under Employment Practices Liability Insurance Policy No. NM-EPLI-2023-00417. Nothing in this letter shall be construed as, or is intended to constitute, a waiver of any rights, defenses, privileges, or positions of the Named Insureds under the Policy, at law, or in equity. The Named Insureds expressly reserve all such rights.
The Company further reserves the right to supplement, amend, or update this notice as additional facts, allegations, claims, or circumstances are developed during the course of the ongoing investigation, or if formal legal proceedings are initiated by any complainant or regulatory body. The Company undertakes to provide Northbridge with updated information in a timely manner as warranted by the circumstances, consistent with its obligations under the Policy.
The Company respectfully requests that Northbridge:
(a) Acknowledge receipt of this notice in writing and confirm the assignment of a claims adjuster (or claims examiner) and a claim number for this matter;
(b) Provide written confirmation of coverage under the Policy for the potential claim described herein, including confirmation of the applicability of the Policy's defense costs and indemnity provisions to the circumstances set forth in this notice; or, alternatively, if Northbridge intends to issue any reservation of rights, coverage defense, or coverage position, that it do so at the earliest practicable opportunity so that the Company may respond in a timely manner; and
(c) Identify any additional information that Northbridge requires at this stage in order to evaluate the notice and the potential claim.
IX. CONFIDENTIALITY AND PRIVILEGE
This notice letter and the investigation to which it relates are protected by the attorney-client privilege and the work product doctrine. The information contained herein has been prepared by and at the direction of counsel in anticipation of litigation and in connection with the provision of legal advice to the Named Insureds. Disclosure of this notice to Northbridge is made pursuant to the terms and obligations of the Policy and is not intended to, and does not, waive any applicable privilege.
The Company requests that Northbridge treat all information provided in this letter, and in any subsequent communications, reports, or materials provided in connection with this claim, as strictly confidential and subject to the protections of the attorney-client privilege and the common interest doctrine, to the fullest extent permitted by law.
Disclosure of this notice or its contents to any third party — including but not limited to any reinsurer, outside consultant, or regulatory body — without the prior written consent of the Named Insureds and their counsel is not authorized. To the extent Northbridge determines that disclosure to any reinsurer or other party is necessary or required under the terms of any reinsurance arrangement, the Company requests that Northbridge notify Calderwood & Harkness in advance so that appropriate confidentiality protections may be coordinated.
The Company further notes that Pendleton & Warwick LLP, located at 20 Fenchurch Street, 8th Floor, London EC3M 3BY, United Kingdom, serves as AGMG's UK corporate counsel and is coordinating with Calderwood & Harkness LLP on cross-border privilege protocols to ensure the preservation of privilege in all applicable jurisdictions, including the United Kingdom, the United States, and any other jurisdiction in which the Named Insureds may assert privilege.
X. RELATED INSURANCE NOTIFICATIONS
As a matter of prudence and to preserve all potentially applicable coverage, the Company has also provided a precautionary notice of circumstances to Castlemaine Underwriters Ltd. under the Company's Directors & Officers Liability Insurance Policy No. CU-DO-2023-11283, which has a tower limit of $50,000,000. That notice was given to address the possibility that certain aspects of the underlying facts — including the conduct of a senior executive and potential claims of oversight failures by directors and officers — may give rise to claims or proceedings that implicate D&O coverage in addition to, or independent of, the EPLI coverage at issue in this letter.
Kessler & Dunn Insurance Brokers Ltd. (London) has been notified of the circumstances described in this letter in its capacity as AGMG's insurance broker of record and has been separately notified regarding the D&O claim notice to Castlemaine Underwriters Ltd. The Company has requested that Kessler & Dunn coordinate with both Northbridge and Castlemaine as appropriate to facilitate efficient claims handling.
Additionally, the Company's external auditor, Greystone Advisors LLP, has been notified of the investigation in connection with potential financial reporting implications. Specifically, Mr. Hale's employment agreement with Aurelius Pacific Studios Inc. contains change-of-control and termination-for-cause provisions that may be relevant to the Company's financial statements and disclosures depending on the outcome of the investigation and any resulting employment action. The notification to Greystone Advisors is being handled by AGMG's General Counsel in coordination with Calderwood & Harkness and Pendleton & Warwick.
XI. CONTACT INFORMATION AND FUTURE CORRESPONDENCE
All correspondence regarding this matter should be directed to:
Bernard Crawford Partner Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Telephone: (310) 556-8217
Email: bcrawford@calderwoodharkness.com
With a copy to:
Devon Archer Associate Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Telephone: (310) 556-8244
Email: darcher@calderwoodharkness.com
Internal company correspondence may also be directed to:
Fiona Blackwood General Counsel Aurelius Global Media Group PLC 45 Aldwych House, Kingsway London WC2B 6AH, United Kingdom Telephone: +44 (0)20 7946 0283
Email: f.blackwood@aureliusglobal.com
Please reference Calderwood & Harkness Matter No. 1017-00005 in all correspondence.
XII. CLOSING
The Company requests Northbridge's prompt acknowledgment of receipt of this notice and timely attention to the requests set forth herein. Given the ongoing nature of the investigation and the possibility that formal litigation may be initiated in the near term, the Company considers it essential that a dialogue between the parties be established promptly to facilitate the efficient administration of this potential claim under the Policy.
We appreciate your attention to this matter and look forward to receiving Northbridge's written response at the earliest convenience. Should you have any questions or require any additional information at this time, please do not hesitate to contact the undersigned directly.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Bernard Crawford Partner
Date: May 5, 2023
cc:
Fiona Blackwood, General Counsel, Aurelius Global Media Group PLC Dame Cordelia Ashworth, Chair, People & Culture Committee, AGMG Board of Directors Raymond Okoro, Chair, Audit & Risk Committee, AGMG Board of Directors Renata Vasquez, Partner, Calderwood & Harkness LLP Devon Archer, Associate, Calderwood & Harkness LLP Kessler & Dunn Insurance Brokers Ltd. (London)
Enclosures:
1.  Copy of demand letter from Nakamura Reeves LLP dated April 20, 2023 (Privileged and Confidential — Subject to Attorney-Client Privilege)
2.  Copy of EPLI Policy No. NM-EPLI-2023-00417 — Declarations Page (for reference)
This letter and the enclosures hereto contain information that is privileged, confidential, and/or subject to the attorney-client privilege and work product doctrine. This communication is intended solely for the use of the individual(s) or entity to which it is addressed. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies.
Policy Detail | Information
Policy Number | NM-EPLI-2023-00417
Named Insured(s) | Aurelius Global Media Group PLC and its subsidiaries, including Aurelius Pacific Studios Inc.
Carrier | Northbridge Mutual Insurance Co.
Insurance Broker | Kessler & Dunn Insurance Brokers Ltd. (London, United Kingdom)
Policy Period | January 1, 2023 through December 31, 2023
Per-Claim Limit of Liability | $10,000,000
Aggregate Limit of Liability | $25,000,000
Self-Insured Retention (SIR) | $500,000 per claim

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED AND VIA ELECTRONIC MAIL

I. INTRODUCTION AND PURPOSE OF LETTER

II. POLICY IDENTIFICATION

III. DESCRIPTION OF THE INSUREDS

V. INTERIM MEASURES AND INVESTIGATION STATUS

VI. POTENTIAL EXPOSURE AND CLAIM VALUATION

VII. DEFENSE COSTS AND SELF-INSURED RETENTION

VIII. RESERVATION OF RIGHTS AND ONGOING OBLIGATIONS

IX. CONFIDENTIALITY AND PRIVILEGE

X. RELATED INSURANCE NOTIFICATIONS

XI. CONTACT INFORMATION AND FUTURE CORRESPONDENCE

XII. CLOSING

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

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Parties

Dates

Amounts