Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H" or the "Firm") represents Aurelius Global Media Group PLC ("Aurelius," the "Company," or the "Issuer"), a public limited company incorporated under the laws of England and Wales and listed on the Nasdaq Global Select Market under the ticker symbol "AGMG," as issuer's counsel in connection with a registered block secondary offering (the "Offering") of 1,500,000 ord

II. Parties and Key Contacts Set forth below is a summary of the principal parties to the Offering and their respective key contacts, addresses, and other relevant identifying information. A. Aurelius Global Media Group PLC (Issuer / Our Client) Aurelius Global Media Group PLC is a public limited company incorporated under the laws of England and Wales, registered with Companies House under company number 10458329. A

III. Transaction Terms A. Offering Structure The Offering is structured as a registered block secondary offering effected as a shelf takedown under the Company's existing, effective Registration Statement on Form F-3 (SEC File No. 333-278415). The Offering involves the sale by Crestwood VP III of 1,500,000 ordinary shares, par value £0.10 per share, of Aurelius. No new shares are being issued by the Company in connec

IV. Registration Mechanics A. Shelf Registration Statement The Offering is being conducted as a shelf takedown under Aurelius's Registration Statement on Form F-3, which is available to the Company as a foreign private issuer that meets the eligibility requirements for use of Form F-3 under the Securities Act. The key details of the shelf registration statement are as follows: • Form: F-3 (shelf registration statemen

1. 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 contains the Company's audited consolidated financial statements for the fiscal years ended December 31, 2025, 2024, and 2023, together with the independent auditor's report of Pemberton & Associates LLP, as well as comprehensive disclosure regarding the Company's business, risk factors, m

2. Reports on Form 6-K furnished to the SEC by the Company since the filing date of the Form 20-F. As of the date of this memorandum, the relevant Form 6-K filings include the Company's Q4/FY 2025 earnings release, which was issued on February 27, 2026, and furnished to the SEC on Form 6-K on February 28, 2026. Any additional Reports on Form 6-K furnished between the date hereof and the closing date that are identifi

V. Key Legal Issues A. Foreign Private Issuer Status Aurelius qualifies as a "foreign private issuer" (FPI) under SEC Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 405 under the Securities Act. The Company satisfies the definition of a foreign private issuer because it is incorporated under the laws of England and Wales with its principal executive offices located in L

VI. Closing Conditions and Timeline A. Key Dates The following table sets forth the key dates and milestones in connection with the Offering: B. Conditions to Closing (per Block Trade Agreement) The obligations of the underwriter to purchase the Shares and of the selling shareholder to deliver the Shares at closing are subject to the satisfaction (or waiver) of the following conditions, as set forth in the Block Trad

1. Accuracy of Representations and Warranties. The representations and warranties of each of the Issuer, the selling shareholder, and the underwriter contained in the Block Trade Agreement shall be true and correct in all material respects as of the closing date, with the same force and effect as though made on and as of the closing date.

2. Issuer Officer's Certificate. The Issuer shall have delivered to the underwriter a certificate, dated as of the closing date (March 16, 2026), executed by the Chief Executive Officer, Marcus Halford, and the Chief Financial Officer, Elena Marchetti, confirming (a) the accuracy of the Issuer's representations and warranties, (b) compliance with all covenants and agreements of the Issuer under the Block Trade Agreem

3. C&H 10b-5 Negative Assurance Letter. Calderwood & Harkness LLP shall have delivered to Meridian Zanthor a letter, dated as of the closing date, providing customary negative assurance to the effect that, based upon C&H's participation in the preparation of the registration statement, the base prospectus, and the prospectus supplement, and its review of the documents incorporated by reference therein, nothing has co

4. C&H Corporate/Validity Opinion Letter. Calderwood & Harkness LLP shall have delivered to Meridian Zanthor an opinion letter, dated as of the closing date, opining on (a) the valid existence and good standing of the Company under the laws of England and Wales, (b) the corporate power and authority of the Company to execute and deliver the Block Trade Agreement and to perform its obligations thereunder, (c) the due

5. Hargreaves Finch LLP 10b-5 Negative Assurance Letter. Hargreaves Finch LLP, as underwriter's counsel, shall have delivered to Meridian Zanthor a 10b-5 negative assurance letter, dated as of the closing date, in customary form.

6. Bring-Down Comfort Letter. Pemberton & Associates LLP, as the Company's independent auditor, shall have delivered to Meridian Zanthor a bring-down comfort letter, dated as of the closing date (March 16, 2026), updating and bringing down the initial comfort letter delivered on March 12, 2026, and confirming that, as of a date not more than three business days prior to the closing date, no adverse changes have occur

7. Filing of Prospectus Supplement. The prospectus supplement relating to the Offering shall have been filed with the SEC pursuant to Rule 424(b)(7) on or before March 13, 2026.

8. No Stop Order. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and no proceedings for that purpose shall have been initiated or threatened by the SEC.

9. Lock-Up Agreement. The underwriter shall have received the duly executed Lock-Up Agreement from Crestwood VP III.

10. Selling Shareholder Questionnaire and Power of Attorney. The underwriter shall have received a completed selling shareholder questionnaire and limited power of attorney from Crestwood VP III (or from Whitford & Dane LLP on its behalf).

11. Transfer Agent Instruction Letter. The Company shall have delivered to Continental Hollowell Asset Advisors a transfer agent instruction letter, executed by Jonathan Pryce-Harlow, General Counsel & Company Secretary, instructing the transfer agent to facilitate the transfer of the Shares in connection with the settlement of the Offering.

12. DTC Settlement. Settlement shall be effected through the facilities of The Depository Trust Company ("DTC"), with the transfer of 1,500,000 ordinary shares from Crestwood VP III's DTC participant account to Meridian Zanthor's DTC participant account, against simultaneous payment by Meridian Zanthor to Crestwood VP III of aggregate net proceeds of $47,280,000 by wire transfer of immediately available funds. C. Iss

1. Officer's Certificate. Preparation and finalization of the officer's certificate, to be executed by the Chief Executive Officer (Marcus Halford) and the Chief Financial Officer (Elena Marchetti) of the Company, in the form required by the Block Trade Agreement. C&H will circulate a draft of the officer's certificate to Aurelius management for review and will coordinate execution and delivery on the closing date.

2. C&H 10b-5 Negative Assurance Letter. Preparation and delivery of the 10b-5 negative assurance letter, addressed to Meridian Zanthor, dated as of the closing date (March 16, 2026), and signed by Theodore Langston.

3. C&H Corporate/Validity Opinion Letter. Preparation and delivery of the corporate/validity opinion letter, addressed to Meridian Zanthor, dated as of the closing date (March 16, 2026), and signed by Theodore Langston. The opinion letter will address matters of English corporate law relating to the Company's valid existence, corporate authority, and the valid issuance of the Shares, subject to customary assumptions,

4. Transfer Agent Instruction Letter. Preparation of the transfer agent instruction letter to Continental Hollowell Asset Advisors, to be signed by Jonathan Pryce-Harlow, General Counsel & Company Secretary, instructing the transfer agent with respect to the DTC settlement of the Shares and confirming the DTC participant account details for Crestwood VP III and Meridian Zanthor.

5. Coordination on Bring-Down Comfort Letter. Coordination with Pemberton & Associates LLP to ensure timely delivery of the bring-down comfort letter, dated as of the closing date, addressed to Meridian Zanthor.

6. Prospectus Supplement Filing. Completion of the prospectus supplement and filing with the SEC via the EDGAR system pursuant to Rule 424(b)(7) on or before March 13, 2026. C&H will coordinate with the Company's EDGAR filing agent and confirm the successful acceptance of the filing by the SEC.

VII. Summary of Key Company Financial Information The following is a summary of key financial information of the Company, derived from the Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026. This summary is provided for reference purposes only and should be read in conjunction with, and is qualified in its entirety by, the complete financial statements and

VIII. Open Items and Action Items A. Pre-Closing Open Items The following items remain open as of the date of this memorandum and must be completed prior to or at the closing of the Offering on March 16, 2026:

1. Prospectus Supplement Filing. Finalize and file the prospectus supplement with the SEC under Rule 424(b)(7). The filing deadline is March 13, 2026. Brendan Walsh and Natasha Forbes are responsible for coordinating with Meridian Zanthor and Hargreaves Finch LLP to incorporate any final comments from the underwriter and underwriter's counsel and to arrange for the filing through the Company's EDGAR filing agent.

2. Bring-Down Due Diligence Session. The bring-down due diligence session is scheduled for March 15, 2026, to be conducted via videoconference. Participants will include Aurelius management (Marcus Halford, Elena Marchetti, and Jonathan Pryce-Harlow), Meridian Zanthor (Samantha Reeves), and Hargreaves Finch LLP (Catherine Yuen). C&H will participate and coordinate the session.

3. Officer's Certificate. Finalize and circulate the officer's certificate for signature by Marcus Halford (CEO) and Elena Marchetti (CFO). The certificate must be dated as of the closing date (March 16, 2026).

4. C&H 10b-5 Negative Assurance Letter. Prepare and deliver the C&H 10b-5 negative assurance letter, to be signed by Theodore Langston. The letter must be dated as of the closing date (March 16, 2026) and delivered to Meridian Zanthor at or prior to closing.

5. C&H Corporate/Validity Opinion Letter. Prepare and deliver the C&H corporate/validity opinion letter, to be signed by Theodore Langston. The opinion letter must be dated as of the closing date (March 16, 2026) and delivered to Meridian Zanthor at or prior to closing.

6. Bring-Down Comfort Letter. Confirm receipt of the bring-down comfort letter from Pemberton & Associates LLP, dated as of the closing date (March 16, 2026), addressed to Meridian Zanthor.

7. Hargreaves Finch 10b-5 Letter. Confirm receipt of the 10b-5 negative assurance letter from Hargreaves Finch LLP, as underwriter's counsel.

8. Transfer Agent Instruction Letter. Deliver the transfer agent instruction letter to Continental Hollowell Asset Advisors (Lisa Harmon). Confirm DTC participant account details for both Crestwood VP III and Meridian Zanthor to facilitate DTC settlement.

9. Lock-Up Agreement. Confirm execution and delivery of the Lock-Up Agreement by Crestwood VP III in favor of Meridian Zanthor.

10. Selling Shareholder Questionnaire and Power of Attorney. Confirm receipt of the completed selling shareholder questionnaire and limited power of attorney from Crestwood VP III, to be delivered through Whitford & Dane LLP (Gregory Whitford).

11. Funds-Flow Wire Instructions. Coordinate and confirm wire instructions with all parties for the funds flow on the closing date. Meridian Zanthor is to wire $47,280,000 to Crestwood VP III's designated bank account simultaneously with the DTC transfer of 1,500,000 shares. B. Post-Closing Items The following items will require attention following the closing of the Offering:

1. Closing Binder Compilation. Assemble the closing binder, in both hard copy and electronic format, containing executed copies of all transaction documents, opinions, certificates, comfort letters, and other closing deliverables. The closing binder should be distributed to the engagement file and to the Company's General Counsel, Jonathan Pryce-Harlow.

2. Form 6-K Filing. Confirm whether a Report on Form 6-K is required or appropriate to be filed by Aurelius with the SEC to report the completion of the Offering. Coordinate with the Company's in-house legal team regarding the content and timing of any such filing.

3. Lock-Up Expiration Tracking. Monitor and calendar the lock-up expiration date: May 15, 2026 (60 calendar days from the closing date). Notify the engagement team and the Company's General Counsel in advance of the lock-up expiration in the event any further coordination is required.

4. Remaining Shelf Capacity Monitoring. The remaining shelf capacity under the Company's Form F-3 following the Offering is $702,000,000. This figure should be noted and tracked for purposes of any future shelf takedowns or offerings by the Company or other selling shareholders.

5. Billing and File Closure. Close the C&H billing file for Matter No. 04781.00026. Submit the final invoice to the Company within the agreed-upon fee cap of $175,000 plus disbursements. Ensure that all time entries are reviewed and that the final invoice accurately reflects the scope of services rendered.

IX. Document Index Set forth below is a comprehensive index of all transaction documents prepared, reviewed, or received by Calderwood & Harkness LLP in connection with the Offering. Executed or final versions of all documents listed below will be included in the closing binder upon completion of the transaction.

1. Block Trade Agreement (Execution Version) — dated March 12, 2026. Principal agreement between Crestwood VP III (as selling shareholder), Meridian Zanthor (as underwriter), and Aurelius (as issuer), setting forth the terms and conditions of the firm-commitment underwriting of the Offering.

2. Prospectus Supplement (Rule 424(b)(7)) — to be filed with the SEC on or before March 13, 2026. Supplements the base prospectus forming part of the Registration Statement on Form F-3 (File No. 333-278415) and describes the terms of the Offering, the selling shareholder, the plan of distribution, and related matters.

3. Issuer Officer's Certificate — to be dated March 16, 2026. Certificate executed by the CEO and CFO of Aurelius confirming the accuracy of representations and warranties, compliance with covenants, absence of stop orders, and absence of any Material Adverse Effect.

4. C&H 10b-5 Negative Assurance Letter — to be dated March 16, 2026. Negative assurance letter addressed to Meridian Zanthor, signed by Theodore Langston, providing customary 10b-5 negative assurance with respect to the registration statement and prospectus supplement.

5. C&H Corporate/Validity Opinion Letter — to be dated March 16, 2026. Legal opinion addressed to Meridian Zanthor, signed by Theodore Langston, opining on the Company's corporate existence, authority, and the valid issuance of the Shares.

6. Lock-Up Agreement (Crestwood VP III) — dated March 12, 2026. Agreement executed by Crestwood VP III in favor of Meridian Zanthor, imposing a 60-day lock-up on Crestwood VP III's remaining 2,750,000 ordinary shares following the closing of the Offering.

7. Closing Checklist — ongoing through March 16, 2026. Master checklist tracking all closing conditions, deliverables, and action items in connection with the Offering.

8. Bring-Down Due Diligence Session Memorandum — to be dated March 15, 2026. Internal C&H memorandum summarizing the proceedings and key takeaways from the bring-down due diligence session conducted with Aurelius management, Meridian Zanthor, and Hargreaves Finch LLP.

9. Transfer Agent Instruction Letter to Continental Hollowell Asset Advisors — to be dated March 16, 2026. Letter from the Company, signed by Jonathan Pryce-Harlow, instructing the transfer agent with respect to the DTC settlement of the Shares.

10. Issuer Support and Cooperation Letter — dated March 5, 2026. Letter from the Company to Crestwood VP III confirming the Company's cooperation obligations under the Registration Rights Agreement in connection with the Offering.

11. Selling Shareholder Questionnaire and Power of Attorney — received from Whitford & Dane LLP on behalf of Crestwood VP III. Completed questionnaire providing information for inclusion in the selling shareholder disclosure in the prospectus supplement, together with a limited power of attorney authorizing the execution and delivery of certain Offering-related documents on behalf of Crestwood VP III.

12. This Transaction Summary Memorandum — dated March 12, 2026. Internal C&H memorandum summarizing the terms, parties, legal issues, closing mechanics, and open items in connection with the Offering. ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED This memorandum has been prepared solely for the Calderwood & Harkness LLP engagement file in connection with Matter No. 04781.00026 and is not to be distributed outsid