interview-memo-marcus-hale.docx

1017-00005 · Aurelius Global Media Group · Witness Interviews

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT PREPARED AT THE DIRECTION OF COUNSEL — DO NOT DISTRIBUTE

CALDERWOOD & HARKNESS LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Telephone: (310) 555-4200 Facsimile: (310) 555-4201

Matter No.: 1017-00005

This memorandum constitutes attorney work product prepared by Calderwood & Harkness LLP at the direction of counsel in connection with the Aurelius Global Media Group PLC Board Investigation. It is protected by the attorney-client privilege and the work-product doctrine. This memorandum is intended solely for the use of authorized recipients in connection with the investigation and should not be copied, distributed, disclosed, or otherwise disseminated without the express prior written authorization of Calderwood & Harkness LLP. Any unauthorized disclosure may constitute a waiver of applicable privileges.

PRIVILEGED INTERVIEW MEMORANDUM

I. INTERVIEW SUMMARY AND LOGISTICS

Witness: Marcus Hale, age 54, President of Aurelius Pacific Studios Inc. ("APS") since January 2019. Mr. Hale reports directly to Elliot Vane, Chief Executive Officer of Aurelius Global Media Group PLC ("AGMG" or the "Company").

Role in Investigation: Mr. Hale is a Subject of the investigation being conducted by Calderwood & Harkness LLP at the direction of the AGMG Board of Directors (the "Board Investigation").

Date of Interview: June 15, 2023.

Location: Calderwood & Harkness LLP, Los Angeles Office, 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067. The interview was conducted in Conference Room 28-A.

Duration: Approximately four (4) hours and twenty (20) minutes, including two short breaks of approximately ten (10) minutes each. The interview commenced at approximately 9:10 a.m. Pacific Daylight Time and concluded at approximately 1:30 p.m. Pacific Daylight Time.

Interviewers:

Bernard Crawford, Responsible Partner, Calderwood & Harkness LLP

Devon Archer, Lead Associate, Calderwood & Harkness LLP

Also Present:

Graham Thornfield, Founding Partner, Thornfield & Associates LLP, 10250 Constellation Boulevard, Suite 1950, Los Angeles, California 90067 — personal counsel retained by Mr. Hale.

Note Regarding Prior Submissions: On June 5, 2023, Mr. Thornfield, on behalf of Mr. Hale, submitted a fourteen (14) page written position statement (the "Hale Position Statement") addressed to Calderwood & Harkness LLP. The contents of the Hale Position Statement were reviewed and considered in preparing the interview questions and interview outline for this session. Mr. Hale's oral testimony during the interview was generally consistent with the themes and narrative set forth in the Hale Position Statement; however, Mr. Hale provided additional factual detail on a number of topics during the course of oral questioning, as set forth more fully below. To the extent that any aspect of Mr. Hale's oral testimony deviated from or supplemented the Hale Position Statement, such deviations and supplementations are noted in this memorandum.

No recording — audio or video — was made of the interview. This memorandum constitutes a summary of the substance of the interview and is not intended as a verbatim transcript. The memorandum reflects the interviewers' best recollection and contemporaneous notes of the statements made by Mr. Hale and Mr. Thornfield during the interview.

II. UPJOHN / CORPORATE MIRANDA ADMONITION

At the outset of the interview, Mr. Crawford delivered the standard Upjohn admonition to Mr. Hale. Mr. Crawford advised Mr. Hale of the following:

(a) Calderwood & Harkness LLP has been retained by and represents Aurelius Global Media Group PLC in connection with the Board Investigation. Calderwood & Harkness LLP does not represent Mr. Hale in his individual capacity, and Mr. Hale should not consider Calderwood & Harkness LLP to be his personal attorney.

(b) The purpose of the interview is to gather facts relevant to the Board Investigation. The interview is protected by the attorney-client privilege; however, the attorney-client privilege belongs solely to the Company, not to Mr. Hale individually.

(c) The Company, in its sole discretion, may choose to waive or not waive the attorney-client privilege at any time, including by disclosing the contents of this interview to third parties, regulatory authorities, or law enforcement, without the need to obtain Mr. Hale's consent or approval.

(d) Mr. Hale should not discuss the substance or content of this interview with other employees, officers, or potential witnesses of the Company. Such discussions could compromise the integrity of the investigation and could constitute grounds for disciplinary action.

(e) Mr. Hale's participation in the interview is voluntary. However, the Company expects Mr. Hale's full and candid cooperation with the Board Investigation, consistent with his obligations under his employment agreement and the AGMG Global Code of Conduct.

Mr. Hale confirmed that he understood each element of the Upjohn admonition. He stated affirmatively that he understood that Calderwood & Harkness LLP represents the Company and not him personally, that the privilege belongs to the Company, and that the Company may choose to waive the privilege at any time.

Mr. Thornfield confirmed on the record that he had separately and independently advised Mr. Hale, prior to the commencement of the interview, of the meaning, significance, and implications of the Upjohn warning. Mr. Thornfield stated that Mr. Hale was appearing at the interview with the benefit of counsel and with a full understanding of his rights.

Mr. Thornfield further stated, at the outset of the interview, that Mr. Hale reserved all rights in connection with the Board Investigation, including but not limited to any rights arising under his employment agreement dated January 7, 2019, and any rights available to him under applicable law. Mr. Thornfield stated that Mr. Hale's participation in the interview should not be construed as a waiver of any personal legal rights, privileges, or defenses, whether known or unknown. Mr. Crawford acknowledged Mr. Thornfield's reservation of rights on the record.

III. BACKGROUND AND EMPLOYMENT HISTORY

Mr. Hale provided the following background information regarding his professional history and role at APS.

Mr. Hale stated that he was appointed President of Aurelius Pacific Studios Inc. effective January 2019, pursuant to an employment agreement executed on January 7, 2019 (the "Employment Agreement"). He described the circumstances of his hiring as resulting from a search process initiated by AGMG's then-CEO and the AGMG Board following the departure of his predecessor. Mr. Hale stated that he was recruited based on his extensive experience in film and television production.

Prior to joining APS, Mr. Hale served as Executive Vice President of Production at a competitor studio for approximately seven years. In accordance with his personal counsel's request, Mr. Hale asked that the name of the prior employer not be disclosed for purposes of this memorandum, and the interviewers agreed to that request without prejudice to the investigation's right to obtain such information through other means if relevant.

Mr. Hale described Aurelius Pacific Studios Inc. as a Delaware corporation and a wholly owned subsidiary of Aurelius Global Media Group PLC, a company incorporated under the laws of England and Wales with ordinary shares listed on the London Stock Exchange. APS is headquartered at 3200 West Alameda Avenue, Suite 400, Burbank, California 91505. Mr. Hale stated that APS also maintains satellite offices in Atlanta, Georgia, and New York, New York, though the vast majority of senior leadership and corporate functions are based at the Burbank headquarters.

Mr. Hale stated that APS had approximately 2,300 employees as of the date of his administrative leave, across production, development, distribution, talent relations, business affairs, marketing, and administrative functions. He stated that APS generated fiscal year 2022 revenue of approximately $1.12 billion, representing growth over the prior fiscal year, and that APS was the second-largest operating division within the AGMG corporate family by revenue.

Mr. Hale confirmed that in his role as President of APS, he oversees all United States-based film and streaming content production operations. He described his organizational structure as including a direct-report leadership team of nine (9) Senior Vice Presidents, each of whom is responsible for a major functional area. These SVPs report exclusively to him, and he in turn reports directly to AGMG CEO Elliot Vane. Mr. Hale stated that he also sits on the AGMG Operating Committee, which meets quarterly and includes the presidents and managing directors of AGMG's principal operating subsidiaries.

Mr. Hale described his total annual compensation as approximately $4.7 million, comprising the following components:

• Base salary: $1,850,000 per annum;

• Target annual cash bonus: $1,390,000 (representing 75% of base salary at target performance);

• Annual equity awards (consisting of restricted stock units and performance stock units in AGMG ordinary shares): approximately $1,460,000 in annualized grant value.

Mr. Hale stated that the specific terms of his compensation are governed by his Employment Agreement and by the AGMG Executive Compensation Plan, as amended from time to time.

Mr. Hale stated that he was placed on paid administrative leave effective May 3, 2023, by decision of the AGMG Board of Directors, acting through the Board's Audit and Risk Committee. He stated that on that same date, his access to the Company's email systems, Meridian Solutions workspace, internal document management platforms, and other company information systems was suspended. He stated that he was informed of the administrative leave by telephone by AGMG General Counsel Patricia Hennessy and that he received a written confirmation letter from Ms. Hennessy later that day. He stated that the letter referenced the Board Investigation but did not describe the specific allegations against him in detail.

Mr. Hale stated that he retained Graham Thornfield of Thornfield & Associates LLP as his personal counsel on May 3, 2023, the same day he was placed on administrative leave. He stated he had known Mr. Thornfield professionally for a number of years and considered him a trusted advisor.

IV. HALE'S GENERAL RESPONSE TO THE ALLEGATIONS

Mr. Hale was asked to provide his general response to the allegations that form the basis of the Board Investigation before proceeding to address each complainant's specific allegations in detail.

Mr. Hale denied all allegations of sexual harassment, sexually inappropriate conduct, and retaliation. He stated categorically and unequivocally that he has never engaged in any sexual harassment or sexually inappropriate behavior toward any employee of APS or AGMG, and that he has never retaliated against any employee for raising a complaint or concern.

Mr. Hale characterized the complaints filed by Jenna Morales, Claire Ngo, and Darren Whitfield as performance-related grievances rather than legitimate harassment or retaliation claims. He stated that each of the three complainants had been the subject of management decisions that they may have found disagreeable, and that the complaints were, in his view, an attempt to reframe ordinary workplace disagreements as misconduct. This characterization was consistent with the themes set forth in the Hale Position Statement submitted by Mr. Thornfield on June 5, 2023.

Mr. Hale expressed the view that the complaints were coordinated and motivated by dissatisfaction with specific management decisions he had made, including decisions related to staffing changes, project assignments, and organizational restructuring. He stated that he believed the complainants had discussed their grievances with one another and had made a collective decision to file complaints. He did not, however, provide specific evidence of coordination, and when pressed, acknowledged that this was his "strong suspicion" rather than something he could document with certainty.

Mr. Hale stated that throughout his tenure at APS, he has conducted himself professionally and in accordance with the AGMG Global Code of Conduct (Version 4.2, effective January 1, 2022) and the APS Employee Handbook (CA Supplement, revised March 15, 2022). He stated that he takes his responsibilities as a senior leader seriously and that he has always sought to maintain a professional and respectful workplace.

At this point in the interview, Mr. Thornfield interjected to note that Mr. Hale's tenure at APS has been marked by strong financial and creative performance. Mr. Thornfield stated that under Mr. Hale's leadership, APS has produced critically acclaimed and commercially successful content, that revenue has grown substantially, and that APS's market position within the industry has strengthened. Mr. Thornfield further noted that no formal complaint had ever been sustained against Mr. Hale during his four-plus years leading the division, and that the single prior informal complaint (discussed in Section VIII below) was resolved without any formal finding of wrongdoing.

V. RESPONSE TO ALLEGATIONS BY JENNA MORALES

V.A. General Characterization of Relationship with Morales

Mr. Hale confirmed that Jenna Morales currently holds the position of Vice President of Development at APS. He stated that Ms. Morales has been employed by APS since approximately March 2020 and that she reports to one of his direct-report Senior Vice Presidents. Mr. Hale could not recall with certainty which SVP was Ms. Morales's direct supervisor when she was initially hired but stated that she currently reports to SVP of Development Rachel Ishikawa.

Mr. Hale described his working relationship with Ms. Morales as professional but acknowledged that it was "occasionally tense." When asked to elaborate on the source of that tension, Mr. Hale attributed it to what he characterized as performance issues with certain development projects under Ms. Morales's oversight. Specifically, Mr. Hale stated that several projects in Ms. Morales's portfolio had experienced delays and budget overruns, and that he had expressed his dissatisfaction with the pace and quality of development work in group meetings and in occasional one-on-one discussions. He stated that he believed Ms. Morales had taken his professional feedback personally and that this was the root cause of the interpersonal tension.

Mr. Hale denied any romantic or sexual interest in Ms. Morales. He stated emphatically that he has never been attracted to Ms. Morales, has never pursued any personal or romantic relationship with her, and has never engaged in any conduct toward her that was sexual in nature. He stated that their interactions were exclusively professional.

V.B. Vancouver Production Trip — October 2022

Mr. Hale confirmed that both he and Ms. Morales attended a production trip to Vancouver, British Columbia, Canada, in October 2022. He stated that the trip was organized to visit the set of a production then filming at a Vancouver studio facility and that approximately ten to twelve APS personnel traveled to Vancouver for the trip. Mr. Hale stated that the trip lasted approximately three days and that the group stayed at the Fairmont Hotel Vancouver.

Mr. Hale was asked about Ms. Morales's allegation that he invited her to his hotel room during the Vancouver trip. Mr. Hale denied this allegation. He stated that on one evening during the trip — he believed it was the second evening — he invited a group of approximately six colleagues, including Ms. Morales, to a suite that was being used as a hospitality room for a working dinner. He stated that this suite was separate from his personal hotel room, that it had been booked by the production office specifically for the purpose of hosting group dinners and meetings during the trip, and that the gathering was a working dinner at which production schedules and budget matters were discussed.

Mr. Hale speculated that Ms. Morales may have mischaracterized or misunderstood the nature of the invitation, conflating the group hospitality suite with his personal hotel room. He stated that at no point during the Vancouver trip did he extend a one-on-one invitation to Ms. Morales to visit his personal hotel room for any purpose, whether professional or personal.

When asked whether he could identify the other colleagues who attended the hospitality suite working dinner, Mr. Hale stated he believed the attendees included Cameron Briggs (SVP of Production), Rachel Ishikawa (SVP of Development), and several production-level personnel whose names he could not recall with certainty. He stated he would be willing to attempt to reconstruct the guest list if provided with a list of the APS employees who traveled to Vancouver.

V.C. Text Messages — November 14, November 29, and December 8, 2022

Mr. Hale was informed that the investigation had identified text messages sent from his personal mobile phone to Ms. Morales's personal mobile phone on or about November 14, 2022, November 29, 2022, and December 8, 2022. When presented with the existence of these messages, Mr. Hale acknowledged that he did send text messages to Ms. Morales on or around those dates.

Mr. Hale stated that the messages were work-related in nature and dealt with project updates, scheduling matters, and development slate priorities. He stated that it was not unusual for him to communicate with members of his extended leadership team via text message, particularly when matters arose outside of normal business hours or when a quick response was needed. He denied that any of the messages sent to Ms. Morales on the identified dates were sexually suggestive, sexually explicit, or inappropriate in any way.

Mr. Hale was then informed that the investigation had recovered the text messages through a forensic collection conducted by Linden Forensics Group Inc. pursuant to a litigation hold and preservation directive, and that the content of certain of the recovered messages appeared to contain language that could be interpreted as suggestive in nature. Mr. Hale's response to this information was as follows: he stated that the messages were intended to be "friendly and informal" and that the working relationship between himself and Ms. Morales, like many working relationships in the entertainment industry, involved a degree of casual and colloquial communication. He stated that any suggestive interpretation of the messages would be a misreading of tone and that the messages were not intended to convey any romantic or sexual interest.

Mr. Hale did not request to review the text messages during the interview, but his counsel raised an objection. Mr. Thornfield objected to the characterization of the messages as potentially "suggestive" without showing the actual text of the messages to Mr. Hale, arguing that it was fundamentally unfair to ask Mr. Hale to respond to characterizations of documents he had not been given the opportunity to review. Mr. Crawford noted the objection for the record but explained that, consistent with the agreed-upon interview protocol established between Calderwood & Harkness LLP and the AGMG Audit and Risk Committee, specific documents would not be shared with witnesses during interviews. Mr. Crawford stated that the protocol was designed to protect the integrity of the investigation and to ensure that witnesses provided their own independent recollections without being influenced by specific documents. Mr. Thornfield acknowledged the protocol but stated that his objection was preserved.

V.D. January 11, 2023 One-on-One Meeting Comment

Mr. Hale confirmed that he had a one-on-one meeting with Ms. Morales on or about January 11, 2023. He stated that the purpose of the meeting was to discuss development slate priorities for the first quarter of 2023 and that the meeting was a routine business discussion of the type he regularly conducts with VP-level and above personnel.

Mr. Hale was asked about Ms. Morales's allegation that, during this meeting, he made a comment about her physical appearance. Mr. Hale denied making any such comment. He stated that the meeting was routine, lasted approximately thirty (30) minutes, and focused exclusively on business matters, including the status of several projects in development, budget allocations, and upcoming pitch meetings. He stated that he had no recollection of discussing anything other than business during the meeting and that he did not comment on Ms. Morales's appearance in any way.

When asked whether he recalled any specific details of the meeting beyond the general subject matter, Mr. Hale stated that he remembered discussing the development timeline for a particular streaming series project (which he referred to by an internal code name) and that Ms. Morales had provided updates on casting prospects for another project. He stated that the meeting was unremarkable and that nothing out of the ordinary occurred.

V.E. February 3, 2023 Company Dinner — Alleged Physical Contact

Mr. Hale confirmed that he attended a company dinner on February 3, 2023. He stated that the dinner was a department-wide event held at a restaurant in Burbank and that approximately thirty to forty APS employees were in attendance. He described the dinner as a morale-building event organized to celebrate the completion of a major production milestone.

Mr. Hale acknowledged that Ms. Morales was in attendance at the dinner and confirmed that she was seated near him at the dinner table. He stated that the seating arrangement was not pre-assigned and that he did not specifically choose to sit near Ms. Morales; rather, the seating was informal and guests took seats as they arrived.

Mr. Hale was asked about Ms. Morales's allegation that he placed his hand on her lower back and, separately, on her thigh during the course of the dinner. Mr. Hale denied both allegations. He stated affirmatively that he did not place his hand on Ms. Morales's lower back or thigh at any point during the dinner, whether intentionally or otherwise. He stated that the dinner was held at a restaurant with a relatively crowded table configuration and that it was possible that there was incidental physical contact of the type that occurs in any crowded dining setting — for example, bumping elbows or brushing against someone when reaching for items on the table — but he emphasized that any such contact, if it occurred, would have been entirely accidental and was not intentional, deliberate, or sexual in nature.

Mr. Hale stated that he had no specific recollection of any physical contact with Ms. Morales at the dinner. He stated that he did not recall touching her at all during the evening and that he was focused on socializing with the group and celebrating the production milestone.

V.F. Morales's April 18, 2023 Hotline Complaint

Mr. Hale was asked when he first became aware that Ms. Morales had filed a complaint against him. Mr. Hale stated that he first learned of the complaint when Victor Gallegos, Vice President of Human Resources at APS, informed him on or about April 19 or 20, 2023, that a complaint had been filed through the Meridian Compliance Solutions third-party hotline. Mr. Hale stated that Mr. Gallegos referenced the complaint by case number — MCS-1014-00001 — and informed him in general terms that the complaint alleged sexual harassment. Mr. Hale stated that Mr. Gallegos did not provide him with a copy of the complaint or share detailed specifics at that time.

Mr. Hale stated that he was "shocked" and "deeply troubled" by the allegation. He stated that he immediately denied the allegations to Mr. Gallegos in their conversation and expressed disbelief that such a complaint had been filed. He stated that he asked Mr. Gallegos whether the complaint identified a specific complainant, and Mr. Gallegos confirmed that it did, but Mr. Hale stated he could not recall with certainty whether Mr. Gallegos identified Ms. Morales by name during that initial conversation or whether he learned her identity subsequently.

Mr. Hale confirmed that he is aware that Sandra Reeves of Nakamura Reeves LLP sent a demand letter on behalf of Ms. Morales dated April 20, 2023, addressed to AGMG General Counsel Patricia Hennessy. He stated that he was informed of the demand letter by Ms. Hennessy. He stated his understanding that the demand letter alleged violations of the California Fair Employment and Housing Act, California Government Code Sections 12940 et seq., and sought unspecified compensatory and punitive damages, injunctive relief, and attorneys' fees. Mr. Hale stated that the demand letter, to his knowledge, also demanded his immediate termination.

VI. RESPONSE TO ALLEGATIONS BY CLAIRE NGO

VI.A. Company Off-Site at Monarch Valley Resort — February 17–18, 2023

Mr. Hale confirmed that he attended the APS annual leadership off-site retreat held at the Monarch Valley Resort in Ojai, California (905 Country Club Road, Ojai, CA 93023) on February 17–18, 2023. He described the off-site as an annual event that brings together senior and mid-level leaders from across APS for strategic planning sessions, team-building activities, and informal networking. He stated that approximately forty-five to fifty employees attended the 2023 off-site.

Mr. Hale confirmed that Claire Ngo, Senior Director of Talent Relations at APS (employed since approximately June 2021), was in attendance at the off-site. He stated that he was generally aware of Ms. Ngo and her role at APS but that he did not interact with her frequently in the ordinary course of business, as she reported through the talent-relations SVP chain rather than directly to him.

Mr. Hale was asked about Ms. Ngo's allegation that he made sexually suggestive comments about her attire during the off-site. Mr. Hale denied this allegation. He stated that he may have made a general complimentary remark to the group or to individuals about the team "looking professional" or "looking sharp," as he considers it good leadership practice to acknowledge his colleagues in social and semi-social settings. However, he denied that any remark he made to or about Ms. Ngo carried a sexual connotation. He stated that he did not recall making any comment directed specifically at Ms. Ngo's clothing or appearance.

Mr. Hale was also asked about Ms. Ngo's allegation that he asked her whether she was "seeing anyone" during the off-site. Mr. Hale denied making this remark. He stated that he had no recollection of any such comment and that it would have been entirely out of character for him to inquire into an employee's romantic or personal life. He stated that he makes it a practice to keep his interactions with employees professional and that he does not discuss personal matters with colleagues outside of his immediate leadership team.

When asked whether he had any interactions with Ms. Ngo during the social portions of the off-site (such as the evening reception), Mr. Hale stated that he may have spoken with her briefly in a group setting but that he could not recall any one-on-one conversation with Ms. Ngo during the retreat.

VI.B. Exclusion from Strategy Meetings — March and April 2023

Mr. Hale was asked about Ms. Ngo's allegation that she was excluded from three key talent-relations strategy meetings held in March and April 2023, and that this exclusion was retaliatory in nature — specifically, that it was retaliation for Ms. Ngo's having rebuffed his alleged advances at the off-site.

Mr. Hale stated that meeting invitations for department-level and cross-functional strategy meetings are typically managed by his executive assistant and by his SVP-level direct reports. He stated that he does not personally curate the invite lists for every meeting at the SVP and below level and that the specific composition of a meeting's attendees is generally determined by the relevant SVP in consultation with his executive assistant. He stated that he did not personally exclude Ms. Ngo from any meeting and that he was not aware, prior to the filing of her complaint, that she had been excluded from any particular meetings.

Mr. Hale suggested that any change in Ms. Ngo's meeting participation may have been related to an ongoing organizational restructuring of the talent-relations function that was being discussed and implemented during the first quarter of 2023. He stated that the restructuring involved realigning certain roles and reporting lines within the talent-relations group and that changes to meeting invitations would have been a natural consequence of that process. He was unable to specify the exact nature of the restructuring or to identify who made the specific decisions regarding meeting composition, but he stated he believed that the relevant SVP would have more detailed knowledge on this point.

Mr. Hale denied any causal connection between the Ojai off-site retreat and any change in Ms. Ngo's responsibilities, meeting access, or professional standing at APS. He stated that the suggestion of retaliation was baseless and that he had no motive to retaliate against Ms. Ngo because, as he stated, nothing inappropriate occurred between them at the off-site.

VII. RESPONSE TO ALLEGATIONS BY DARREN WHITFIELD (RETALIATION)

VII.A. January 23, 2023 Leadership Meeting

Mr. Hale confirmed that a leadership team meeting took place on January 23, 2023. He described the meeting as a regularly scheduled bi-weekly meeting of his SVP direct-report team, held at the APS Burbank headquarters. He stated that approximately eight to nine SVPs were in attendance, along with certain other senior personnel.

Mr. Hale acknowledged that Darren Whitfield, Senior Vice President of Physical Production at APS (employed since approximately September 2017), participated in the meeting. Mr. Hale stated that during the meeting, Mr. Whitfield raised what Mr. Hale described as "general comments" about workplace culture. When asked to elaborate on what Mr. Whitfield said, Mr. Hale stated that Mr. Whitfield expressed a view that the leadership team should be more attentive to employee morale and workplace dynamics, and that Mr. Whitfield made a reference to the importance of "creating a safe environment for everyone." Mr. Hale characterized these comments as vague and general in nature.

Mr. Hale denied that Mr. Whitfield specifically accused him of mistreating female employees during the meeting. He stated that Mr. Whitfield's comments were not directed at him personally and that Mr. Whitfield did not name any specific individual or cite any specific incident. He characterized the comments as the type of general observation that might arise in any leadership meeting and stated that he did not perceive them as a complaint, an accusation, or protected activity within the meaning of any applicable anti-retaliation policy.

When asked how he responded to Mr. Whitfield's comments at the time, Mr. Hale stated that he acknowledged Mr. Whitfield's remarks and agreed generally that workplace culture is important, but that the meeting then moved on to other agenda items. He stated that he did not have any follow-up discussion with Mr. Whitfield about the comments after the meeting.

VII.B. Reassignment of Project Meridian and Project Halcyon — February 6, 2023

Mr. Hale confirmed that on or about February 6, 2023, he directed the reassignment of two major production projects — known internally as Project Meridian and Project Halcyon — from Darren Whitfield to Cameron Briggs, SVP of Production. Mr. Hale stated that the two projects had combined budgets of approximately $187 million and were among the highest-profile productions on APS's active slate.

Mr. Hale stated that the reassignment was based on legitimate business reasons and was not in any way connected to Mr. Whitfield's comments at the January 23, 2023 leadership meeting. Specifically, Mr. Hale identified the following business justifications for the reassignment:

(a) Mr. Whitfield was already overseeing a large and complex production slate, and Mr. Hale had concerns about Mr. Whitfield's capacity to manage two additional high-budget, high-complexity projects simultaneously without compromising quality or timelines.

(b) Mr. Briggs had relevant experience with large-scale productions of the type represented by Project Meridian and Project Halcyon, including productions with significant visual effects components and international co-production elements, making him a strong fit for the assignments.

(c) The decision to reassign the projects had been under consideration since late 2022, well before the January 23 leadership meeting. Mr. Hale stated that he had been thinking about the optimal allocation of production resources across his SVP team for several months and that the reassignment was a natural outcome of that strategic planning process.

Mr. Hale was then asked whether there was any written documentation — including emails, memoranda, calendar entries, text messages, or other records of any kind — reflecting that the reassignment of Project Meridian and Project Halcyon was under consideration prior to January 23, 2023. Mr. Hale paused before responding and stated that the discussions about the potential reassignment were "informal" in nature. He stated that he had verbal conversations with members of his leadership team about production capacity and workload distribution in late 2022 but acknowledged that he could not point to any specific written records memorializing those discussions. He stated that he believed there might be emails reflecting general workload discussions but that he could not identify any specific document.

Mr. Hale denied that the timing of the reassignment — which occurred approximately two weeks after Mr. Whitfield's comments at the January 23 meeting — was connected to those comments in any way. He characterized the temporal proximity as coincidental and stated that the reassignment would have occurred on the same timeline regardless of whether Mr. Whitfield had made the comments at the leadership meeting.

Mr. Thornfield intervened at this point to emphasize that the reassignment of production projects is a routine management decision squarely within the scope of Mr. Hale's authority as President of APS. Mr. Thornfield stated that the mere temporal proximity between Mr. Whitfield's comments and the reassignment does not establish retaliatory intent, citing general principles of employment law. Mr. Thornfield stated that management decisions should be evaluated based on their legitimate business rationale, not on their proximity to an employee's exercise of protected rights — particularly where, as here, Mr. Hale did not even perceive Mr. Whitfield's comments as a complaint or protected activity.

VII.C. Hale's Characterization of Whitfield's Performance

Mr. Hale stated that Mr. Whitfield's performance had been "inconsistent" over the approximately twelve months preceding the reassignment. He stated that he had discussed concerns about Mr. Whitfield's capacity and execution with members of his leadership team on prior occasions, including informal conversations with other SVPs.

When asked to provide specific examples of the performance inconsistencies he referenced, Mr. Hale cited what he described as missed deadlines on certain productions and cost overruns on at least one project. However, he was unable to identify specific projects, specific dates, or specific dollar amounts associated with these alleged performance issues.

Mr. Hale was asked whether there were any contemporaneous performance reviews, written feedback, formal performance improvement discussions, or documented concerns about Mr. Whitfield's capacity or performance prior to the February 6, 2023 reassignment. Mr. Hale stated that performance discussions with his SVPs tend to be informal and conversational rather than documented in writing. He acknowledged that he was unable to identify any specific contemporaneous written documentation reflecting concerns about Mr. Whitfield's performance or capacity prior to the reassignment. He stated that APS does conduct annual performance reviews for SVP-level employees and that he believed Mr. Whitfield's most recent annual review would reflect his overall assessment, but he could not recall the specific content or rating of that review.

VIII. RESPONSE TO PRIOR COMPLAINT BY SERENA WHITCOMB (JULY 2021)

Mr. Hale was asked about a prior informal complaint by Serena Whitcomb, who served as his executive assistant at APS from approximately April 2019 through September 2021. According to information obtained by the investigation, Ms. Whitcomb raised a concern in approximately July 2021 about what she characterized as inappropriate comments made by Mr. Hale.

Mr. Hale acknowledged that he was aware that Victor Gallegos, VP of Human Resources at APS, had spoken to him about a concern raised by Ms. Whitcomb in 2021. When asked to describe the substance of Mr. Gallegos's conversation with him, Mr. Hale stated that Mr. Gallegos informed him that Ms. Whitcomb had raised a concern about certain comments Mr. Hale had made, though Mr. Hale stated he could not recall the specific comments that were allegedly at issue.

Mr. Hale confirmed that Mr. Gallegos issued a verbal counseling to him on or about August 2, 2021, in connection with Ms. Whitcomb's concern. However, Mr. Hale characterized the counseling and the underlying interaction as informal. He stated that Mr. Gallegos spoke to him briefly, that the conversation lasted no more than ten to fifteen minutes, and that he was told the matter was "closed" at the conclusion of the conversation. He described the counseling as a "miscommunication that was quickly resolved."

Mr. Hale denied making any comments to Ms. Whitcomb that were inappropriate, sexually suggestive, or otherwise improper. He stated that he had a professional and cordial working relationship with Ms. Whitcomb throughout her tenure as his executive assistant and that he was surprised when the concern was raised. He stated that Ms. Whitcomb voluntarily departed APS in September 2021 and that, to his knowledge, her departure was not related to the concern she had raised.

Mr. Hale acknowledged that no written documentation of the verbal counseling was placed in his personnel file and that he was not asked to sign any written acknowledgment or warning in connection with the incident. He stated that this confirmed, in his view, the informal and de minimis nature of the matter.

Mr. Thornfield stated on the record that the 2021 Whitcomb matter was not a formal complaint, was not the subject of a formal investigation, and did not result in any formal disciplinary action. Mr. Thornfield argued that the matter should not be treated as indicative of a pattern of misconduct and cautioned the investigators against drawing unfair inferences from an informal counseling that was resolved without findings of wrongdoing.

IX. HALE'S ACCOUNT OF HIS MANAGEMENT STYLE AND WORKPLACE CONDUCT

Mr. Hale was asked to describe his management style and general approach to leading APS. He described his management style as "direct," "high-expectations," and "results-oriented." He stated that he believes in holding his team accountable for meeting ambitious targets and that he expects a high level of performance from all employees, particularly those at the senior leadership level.

Mr. Hale acknowledged that some employees may find his style demanding. He stated that he is aware that his directness can sometimes be perceived as intense or harsh, and that he has received informal feedback to that effect over the years from colleagues and direct reports. However, he emphasized that his management approach is applied equally to all employees regardless of gender, race, or any other protected characteristic. He stated that he holds men and women to the same standards and that he does not differentiate his treatment of employees based on any protected status.

Mr. Hale denied creating a hostile work environment at APS. He stated that he has fostered a culture of excellence and accountability, which he distinguished from a culture of hostility or harassment. He stated that employees who perform well are recognized and rewarded, and that employees who fall short of expectations are given feedback and an opportunity to improve.

Mr. Hale confirmed that he has participated in all required anti-harassment and anti-discrimination training programs during his tenure at APS, including the California-mandated sexual harassment prevention training for supervisory employees under California Government Code Section 12950.1. He stated that he takes these trainings seriously and that he applies the principles taught in those sessions to his day-to-day management of the organization.

Mr. Hale cited the strong financial and creative performance of APS under his leadership as evidence of the effectiveness of his management approach. He reiterated that APS generated fiscal year 2022 revenue of approximately $1.12 billion and that the division has produced multiple critically acclaimed and commercially successful productions during his tenure. He stated that personnel decisions during his tenure — including hiring, promotion, project assignment, and organizational restructuring — were always driven by business need and the pursuit of the best creative and financial outcomes for the company.

X. HALE'S AWARENESS OF APPLICABLE POLICIES

Mr. Hale was asked to confirm his awareness of and familiarity with the Company policies relevant to the Board Investigation.

Mr. Hale confirmed his awareness of the AGMG Global Code of Conduct, Version 4.2, which became effective on January 1, 2022. He stated that he had reviewed the Code of Conduct at the time of its issuance and that he had signed an annual certification of compliance as required by the Company.

Mr. Hale confirmed his awareness of the APS Employee Handbook (California Supplement), which was most recently revised on March 15, 2022. He confirmed specific awareness of the following sections of the Handbook:

• Section 5.3 — Anti-Harassment and Anti-Discrimination Policy, which sets forth the Company's prohibition on harassment and discrimination in the workplace, including sexual harassment, and defines prohibited conduct;

• Section 5.7 — Anti-Retaliation Policy, which prohibits retaliation against any employee who reports a complaint, participates in an investigation, or engages in other protected activity;

• Section 8.1 — Complaint and Investigation Procedures, which establishes the mechanisms for reporting complaints, including the Meridian Compliance Solutions third-party hotline, and describes the Company's investigation procedures.

Mr. Hale further confirmed his awareness of the AGMG Board Corporate Governance Guidelines, and specifically Section 12 thereof, which sets forth Executive Conduct Standards applicable to all senior executives of AGMG subsidiaries.

Mr. Hale stated that he has always endeavored to comply fully with these policies and that he believes his conduct throughout his tenure at APS has been consistent with the requirements set forth therein.

XI. STATEMENTS BY COUNSEL (GRAHAM THORNFIELD)

In addition to the specific interjections noted throughout this memorandum, Mr. Thornfield made several general statements on the record during the course of the interview, which are summarized below:

(a) Mr. Thornfield reiterated that Mr. Hale categorically denies all allegations of sexual harassment, inappropriate conduct, and retaliation that form the basis of the Board Investigation. Mr. Thornfield stated that Mr. Hale's denial is unequivocal and extends to every factual allegation made by each of the three complainants.

(b) Mr. Thornfield characterized the complaints as emanating from employees who are dissatisfied with legitimate, good-faith management decisions made by Mr. Hale in the ordinary course of his duties as President of APS. He stated that the complainants have attempted to recast performance-related management actions as harassment and retaliation, and that this characterization is unsupported by the facts.

(c) Mr. Thornfield noted that no formal complaint has ever been sustained against Mr. Hale during his entire tenure at APS. He stated that the absence of any prior sustained complaint is significant and should be given substantial weight by the investigators in assessing the credibility and merits of the current allegations.

(d) Mr. Thornfield reserved Mr. Hale's rights in connection with any adverse employment action that may be taken against Mr. Hale as a result of or in connection with the Board Investigation. He specifically referenced Section 9.2(b) of Mr. Hale's Employment Agreement dated January 7, 2019, which Mr. Thornfield stated contains provisions relevant to the definition of "Cause" for termination and the procedural requirements that must be satisfied before any termination for Cause may be effectuated. Mr. Thornfield stated that Mr. Hale intends to enforce his contractual rights to the fullest extent permitted by law.

(e) Mr. Thornfield stated that Mr. Hale would fully cooperate with the Board Investigation, consistent with his rights and privileges. Mr. Thornfield reserved the right, on behalf of Mr. Hale, to supplement Mr. Hale's testimony or the Hale Position Statement at any time during the course of the investigation, and stated that any failure to address a particular topic during the interview should not be construed as an admission or concession on any point.

XII. DOCUMENTS REFERENCED OR DISCUSSED DURING INTERVIEW

The following documents were referenced during or in connection with the interview of Mr. Hale. Documents were referenced for questioning purposes only; consistent with the agreed-upon interview protocol, specific documents were not shown to Mr. Hale during the interview.

1. Text messages between Marcus Hale and Jenna Morales dated November 14, 2022, November 29, 2022, and December 8, 2022 — referenced during questioning but not shown to Mr. Hale per the agreed protocol; messages recovered through forensic collection by Linden Forensics Group Inc.

2. Email communications regarding the reassignment of Project Meridian and Project Halcyon, dated on or about February 6, 2023 — referenced during questioning regarding the reassignment decision and its timing.

3. Hale Position Statement — fourteen (14) page written position statement submitted by Thornfield & Associates LLP on behalf of Mr. Hale, dated June 5, 2023.

4. APS Employee Handbook (California Supplement), revised March 15, 2022, including Sections 5.3, 5.7, and 8.1.

5. AGMG Global Code of Conduct, Version 4.2, effective January 1, 2022.

6. Employment Agreement between Aurelius Pacific Studios Inc. and Marcus Hale, dated January 7, 2019.

XIII. DEMEANOR AND CREDIBILITY OBSERVATIONS

The following observations regarding Mr. Hale's demeanor and credibility during the interview are offered for purposes of the investigation record. A comprehensive credibility assessment will be prepared separately and will incorporate findings from all witness interviews, documentary evidence, and forensic analysis.

Mr. Hale was composed and articulate throughout the interview. He presented as an experienced executive who was accustomed to high-stakes interactions and who had clearly prepared for the interview with the assistance of counsel. He responded to questions directly in most instances, though on several occasions he provided lengthy contextual explanations and prefatory remarks before addressing the specific question posed. This pattern was particularly evident when questions touched on potentially adverse facts, such as the text messages to Ms. Morales and the timing of the Whitfield project reassignment.

Mr. Hale became noticeably more animated and defensive when the interview turned to the topic of the text messages sent to Ms. Morales. His voice rose in volume and tempo, and he shifted in his chair more frequently. He repeated several times that the messages were "friendly and informal" and that any suggestive interpretation was a "misreading." His response to the topic of the Whitfield project reassignment and its temporal proximity to Mr. Whitfield's January 23 comments was similarly animated, with Mr. Hale volunteering multiple justifications for the reassignment unprompted by specific questions.

A significant credibility issue was identified with respect to Mr. Hale's claim that the reassignment of Project Meridian and Project Halcyon was under consideration prior to January 23, 2023. Mr. Hale was unable to provide any contemporaneous documentary support for this claim. He acknowledged that the discussions were informal and that he could not point to specific written records. The absence of documentary support for this assertion will be a key area for further investigation and verification, including through a targeted email search of Mr. Hale's archived communications.

Mr. Hale's account of the Vancouver production trip — specifically his characterization of the hotel room invitation as a group hospitality suite gathering attended by approximately six colleagues — was noted for potential inconsistency with other witness accounts that have been or will be obtained in the course of the investigation. The details of Mr. Hale's account will be compared against the testimony of other witnesses, including the seven (7) corroborating witnesses identified for Ms. Morales. This comparison will be addressed in the forthcoming Credibility Assessment Memorandum.

Mr. Hale's characterization of the 2021 Serena Whitcomb verbal counseling as a "miscommunication quickly resolved" was also noted for further assessment. His dismissive framing of the incident will be evaluated against Ms. Whitcomb's own account of the events and against any HR records (or the absence thereof) maintained by Victor Gallegos and the APS Human Resources department. Ms. Whitcomb's interview is scheduled for June 22, 2023.

Mr. Thornfield's interventions during the interview were generally limited in scope and nature. He raised procedural objections (most notably regarding the characterization of the text messages without showing them to Mr. Hale) and periodically restated or reinforced Mr. Hale's positions for the record. At no point during the interview did Mr. Thornfield instruct Mr. Hale to refuse to answer a question, and Mr. Hale answered all questions posed to him, either directly or through contextual explanation.

XIV. OPEN ITEMS AND FOLLOW-UP

The following items require additional investigation, analysis, or follow-up in light of Mr. Hale's testimony:

1. Vancouver Production Trip — Corroborating Witnesses: Investigators to compare Mr. Hale's account of the Vancouver production trip — including his characterization of the hotel room invitation as a group hospitality suite gathering — with testimony from other witnesses who attended the trip. Seven (7) corroborating witnesses have been identified for Ms. Morales and are scheduled or being scheduled for interviews.

2. Text Messages — Content Comparison: Investigators to compare Mr. Hale's characterization of the November 14, November 29, and December 8, 2022 text messages as "work-related" and "friendly and informal" with the actual content of the messages as recovered through the Linden Forensics Group forensic collection. A detailed analysis of the message content, tone, and context will be included in the document review memorandum.

3. Project Meridian / Project Halcyon — Pre-January 23 Documentation: Investigators to conduct a targeted email search of Mr. Hale's archived email communications, calendar entries, and other electronic records to assess whether any documentation exists that supports Mr. Hale's claim that the reassignment of Project Meridian and Project Halcyon was under consideration prior to January 23, 2023. The search should also encompass the email records of Cameron Briggs and any other individuals identified as having participated in the alleged informal discussions.

4. Serena Whitcomb — Comparative Testimony and HR Records: Investigators to compare Mr. Hale's account of the July 2021 Whitcomb matter with Ms. Whitcomb's own testimony (interview scheduled for June 22, 2023) and with any HR records maintained by Victor Gallegos or the APS Human Resources department relating to the incident, the verbal counseling, and Ms. Whitcomb's subsequent departure in September 2021. The investigation should assess whether the absence of written documentation in Mr. Hale's personnel file was consistent with APS HR policies or whether it reflected an irregular departure from standard practice.

5. Claire Ngo Off-Site — Corroborating Witnesses: Investigators to assess Mr. Hale's account of the February 17–18, 2023 Monarch Valley Resort off-site — including his denial of making sexually suggestive comments about Ms. Ngo's attire and his denial of asking whether she was "seeing anyone" — against the testimony of the two (2) identified corroborating witnesses for Ms. Ngo.

6. Credibility Assessment Memorandum: A full and comprehensive credibility assessment of Mr. Hale's testimony will be memorialized in a separate Credibility Assessment Memorandum, to be prepared upon completion of all witness interviews and the document review process.

XV. CONCLUSION

The interview of Marcus Hale was concluded at approximately 1:30 p.m. Pacific Daylight Time on June 15, 2023, after approximately four (4) hours and twenty (20) minutes, including two short breaks.

Mr. Hale denied all allegations of sexual harassment against Jenna Morales and Claire Ngo. He denied all allegations of retaliation against Darren Whitfield. He provided his account of each incident and allegation raised by the three complainants, as well as the prior informal complaint by Serena Whitcomb, as set forth in detail in this memorandum.

Mr. Hale's explanations and denials will be rigorously evaluated against the full body of evidence gathered in the Board Investigation, including the documentary record (which as of the date of this memorandum includes 312 "hot" documents identified from the 4,218 relevant/responsive documents reviewed out of the approximately 38,600 filtered items processed by the document review team), the testimony of the remaining witnesses to be interviewed, and the results of the forensic analysis conducted by Linden Forensics Group Inc. A comprehensive credibility assessment will be prepared and memorialized in a separate Credibility Assessment Memorandum upon completion of the witness interview phase of the investigation.

This memorandum is protected by the attorney-client privilege and the work-product doctrine and has been prepared at the direction of counsel for Aurelius Global Media Group PLC in connection with the Board Investigation. It should not be copied, distributed, disclosed, or otherwise disseminated without the express prior written authorization of Calderwood & Harkness LLP.

ATTESTATION

This memorandum was prepared by the undersigned attorneys of Calderwood & Harkness LLP based upon their participation in and contemporaneous notes from the interview of Marcus Hale conducted on June 15, 2023. It represents a summary of the substance of the interview and is not a verbatim transcript.

CALDERWOOD & HARKNESS LLP

By: ________

Name: Bernard Crawford

Title: Partner, Responsible Attorney

Date: June 15, 2023