Contract analysis

I. Purpose of Memorandum This memorandum summarizes the bring-down due diligence session conducted on March 15, 2026 (one business day prior to the expected closing date of March 16, 2026) in connection with the registered block secondary offering (the "Offering") of 1,500,000 ordinary shares, par value £0.10 per share (the "Shares"), of Aurelius Global Media Group PLC, a public limited company incorporated under the

II. Session Logistics A. Date and Time The bring-down due diligence session was held on March 15, 2026, commencing at 10:00 AM Eastern Time and concluding at approximately 11:45 AM Eastern Time. B. Format The session was conducted via videoconference utilizing the Calderwood & Harkness LLP secure videoconference platform. All participants were able to view and hear one another throughout the duration of the session.

1. Registration Statement on Form F-3 (File No. 333-278415), originally filed with the SEC on August 29, 2025, and declared effective by the SEC on September 22, 2025 (the "Registration Statement").

2. Prospectus Supplement dated March 12, 2026, filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the "Securities Act"), on March 13, 2026 (the "Prospectus Supplement").

3. Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026 (the "Form 20-F" or the "Annual Report").

4. Block Trade Agreement dated March 12, 2026, executed at approximately 4:15 PM Eastern Time on March 12, 2026, among the Company, the Selling Shareholder, and the Underwriter (the "BTA").

5. Q4/FY 2025 Earnings Release, issued by the Company on February 27, 2026, via press release disseminated through BusinessWire (the "Earnings Release"). Each of these documents was previously reviewed by Calderwood & Harkness LLP in connection with the initial due diligence process, and the bring-down session was designed to identify any changes, developments, or new information arising since the dates of such docum

III. Summary of Due Diligence Topics and Management Responses A. Material Adverse Change / Material Adverse Effect Brendan Walsh opened the substantive portion of the session by asking the Company's management whether, since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus Supplement — specifically, the audited consolidated financi

I. Regulatory and Government Filings Brendan Walsh asked about the status of any required regulatory or governmental filings in connection with the Offering, other than filings with the SEC, and whether any material governmental approvals, consents, or filings remain outstanding. Jonathan Pryce-Harlow confirmed the following: • The Company is current on all filings with Companies House (England and Wales). The Compan

IV. Open Items and Follow-Up Actions The following items were identified during the session as remaining open or requiring follow-up action prior to or at closing on March 16, 2026:

1. Bring-Down Comfort Letter. Pemberton & Associates LLP (David Kingsley, CPA, Engagement Partner) is to deliver the bring-down comfort letter, dated as of March 16, 2026, addressed to Meridian Zanthor & Co. as the Underwriter, updating the cutoff date and confirming no changes from the initial comfort letter delivered at pricing on March 12, 2026. Calderwood & Harkness LLP (Natasha Forbes) to confirm receipt of the

2. Officer's Certificate. Marcus Halford (CEO) and Elena Marchetti (CFO) are to execute and deliver the Officer's Certificate, in the form previously agreed and attached as an exhibit to the BTA, on the morning of March 16, 2026, prior to the closing. The Officer's Certificate brings down the Company's representations and warranties contained in the BTA as of the closing date and confirms the absence of a Material Ad

3. Calderwood & Harkness Opinion Letters. Theodore Langston, Responsible Partner, is to sign and deliver on behalf of Calderwood & Harkness LLP (a) the 10b-5 negative assurance letter and (b) the corporate and validity opinion letter, each addressed to Meridian Zanthor & Co. and dated as of March 16, 2026, at the closing of the Offering. Based on the bring-down due diligence session summarized herein, no impediment t

4. Hargreaves Finch 10b-5 Letter. Catherine Yuen of Hargreaves Finch LLP confirmed during the session that Hargreaves Finch LLP will deliver its own 10b-5 negative assurance letter on behalf of the Underwriter at closing on March 16, 2026. Calderwood & Harkness LLP does not have a review or approval role with respect to the Hargreaves Finch letter, but notes its expected delivery for purposes of the closing checklist

5. DTC Settlement Confirmation. Natasha Forbes to monitor the DTC book-entry transfer and settlement on March 16, 2026, and confirm completion with Lisa Harmon, Vice President, Corporate Actions, at Continental Hollowell Asset Advisors Upon confirmation of successful DTC settlement, Natasha Forbes to notify the deal team.

6. Funds Flow / Wire Transfer. Wire instructions for the net proceeds of $47,280,000 to be remitted to the account of Crestwood Venture Partners III, L.P. are to be confirmed by Whitford & Dane LLP (Gregory Whitford, partner), counsel to the Selling Shareholder. The underwriting discount of $720,000 (representing $0.48 per share multiplied by 1,500,000 shares) is to be retained by Meridian Zanthor & Co. out of the gr

V. Conclusions Based on the responses of the Company's management during the bring-down due diligence session held on March 15, 2026, and the matters discussed and confirmed during the session as summarized in this memorandum, the following conclusions are noted for purposes of the closing deliverables:

1. Consistency with Representations and Warranties. No information was disclosed during the session that is inconsistent with the representations and warranties of the Company or the Selling Shareholder contained in the Block Trade Agreement dated March 12, 2026. Management's confirmations were consistent in all material respects with the disclosures in the Registration Statement on Form F-3 (File No. 333-278415), th

3. Corporate and Validity Opinion Letter. No facts, circumstances, or information were identified during the session that would prevent the delivery by Calderwood & Harkness LLP of the corporate and validity opinion letter to the Underwriter at closing.

4. No Material Adverse Change. No material adverse change was identified since the date of the most recently filed financial statements (December 31, 2025) or since the filing date of the Form 20-F (February 28, 2026). Management confirmed the absence of any event, change, condition, occurrence, or development that has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and its subs

5. No MNPI. No material non-public information was identified during the session that is not reflected in the Prospectus Supplement and the documents incorporated by reference therein. Management confirmed that all material information regarding the Company has been publicly disclosed.

6. Recommendation. We recommend proceeding to closing on March 16, 2026, subject to receipt of all closing deliverables identified on the master closing checklist (including the bring-down comfort letter from Pemberton & Associates LLP, the Officer's Certificate from Marcus Halford and Elena Marchetti, and confirmation of DTC settlement), and subject to the absence of any intervening material development prior to clo

VI. Distribution and Privilege Notice This memorandum has been prepared for the internal files of Calderwood & Harkness LLP in connection with the firm's representation of Aurelius Global Media Group PLC in the above-referenced matter. This memorandum constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine under applicable law. The contents of this memorandum