Extract to table

Anwen Llewellyn, serving as Independent Non-Executive Director; and Garrett Voss, serving as Chief Financial Officer and Executive Director; and Nadine Khalil, the Company's General Counsel and Corporate Secretary, attends meetings of the Board in a non-voting advisory capacity; NOW, THEREFORE, BE IT RESOLVED, as follows: RESOLVED CLAUSES Resolution 1 — Establishment of the Special Committee RESOLVED, that the Board of Directors of Aurelius Global Media Group PLC hereby establishes a Special Committee of the Board of Directors (the "Special Committee"), which shall be constituted and operative effective immediately upon the adoption of these resolutions

The Special Committee shall have all of the powers, authority, and responsibilities delegated to it by these resolutions and by the Special Committee Charter adopted concurrently herewith

Resolution 2 — Composition and Membership RESOLVED, that the Special Committee shall consist of three independent, non-executive directors of the Company, as follows: 1

Resolution 3 — Scope and Purpose RESOLVED, that the Special Committee is hereby granted the following mandates, which shall define the scope and purpose of the Special Committee's activities: (a) CEO Succession Process

The Special Committee shall have authority to evaluate, and to negotiate the terms of, any proposed settlement, cooperation agreement, standstill arrangement, or similar agreement with Corvus Peak Capital Partners LP, its affiliates, or its representatives; provided, however, that the Special Committee shall not have authority to unilaterally execute any such agreement on behalf of the Company, and any settlement, cooperation agreement, or standstill arrangement shall require approval and authorization by the full Board prior to execution by any officer of the Company

The Special Committee shall have authority to recommend to the full Board whether, in the Special Committee's judgment, the evaluation of strategic alternatives for the Company (including but not limited to a potential sale, merger, spin-off, recapitalization, or other change-of-control transaction) is advisable in connection with the activist campaign or otherwise; provided, however, that authorization to actually engage a financial advisor to explore strategic alternatives or to formally commence a strategic alternatives review process shall in all cases require the prior approval of the full Board