Contract analysis

I. PREAMBLE AND RECITALS WHEREAS, a special meeting of the Board of Directors (the "Board") of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of the State of Delaware and registered as an overseas company in England and Wales (the "Company" or "AGMG"; NYSE: AGMG; LSE: AGMG.L), with its principal executive offices located at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and it

1. Dame Elspeth Greenvale, Independent Non-Executive Chair;

2. Priya Nair-Whitfield, Interim Chief Executive Officer and Chief Operating Officer, Executive Director;

3. Tobias Kessler, Independent Non-Executive Director and Chair of the Special Committee;

4. Lucinda Farrow-Grant, Independent Non-Executive Director and member of the Special Committee;

5. Reginald Osei, Independent Non-Executive Director;

6. Sofia Delgado-Ríos, Independent Non-Executive Director;

7. Hugh Pemberton, Non-Executive Director and Co-Founder;

8. Dr. Anwen Llewellyn, Independent Non-Executive Director and member of the Special Committee; and

9. Garrett Voss, Chief Financial Officer and Executive Director; It is noted that the Board seat formerly held by Marcus Vane, who resigned from the Board effective March 8, 2024, remains vacant and unfilled as of the date of this meeting. A quorum of voting directors was present throughout the entirety of the meeting; and WHEREAS, the following individuals attended the meeting in a non-voting advisory capacity, by i

1. Nadine Khalil, General Counsel and Corporate Secretary of the Company (non-voting; recording minutes of the meeting);

2. Nathaniel Bower, Partner, Calderwood & Harkness LLP (outside independent governance counsel to the Board, by invitation);

3. Colette Whitman, Partner, Calderwood & Harkness LLP (outside independent governance counsel to the Board, by invitation); and

4. Sandra Eriksson, Managing Director, Citrine Advisory Group Inc. (the Company's proxy solicitor, by invitation for relevant portions of the meeting); and Recital A — Background on Corvus Peak Activist Campaign WHEREAS, on January 18, 2024, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership with its principal office at 590 Lexington Avenue, 34th Floor, New York, NY 10022, filed an initia

II. RESOLUTIONS Resolution 1 — Determination Regarding the Settlement Proposal RESOLVED, that having carefully considered the Settlement Proposal dated May 10, 2024, from Corvus Peak Capital Partners LP, transmitted through its counsel Blackthorn Howell & Crane LLP, and having received and considered the advice of Calderwood & Harkness LLP, the views of the Special Committee, and the input of Citrine Advisory Group I

1. Careful Consideration of the Settlement Proposal. The Board of Directors of Aurelius Global Media Group PLC has carefully and thoroughly considered the settlement proposal received from Corvus Peak Capital Partners LP on May 10, 2024. The Board reviewed the proposal in its entirety, with the benefit of advice from independent governance counsel, Calderwood & Harkness LLP, and input from the Board's Special Committ

2. Determination Not in Best Interests. After due deliberation, the Board has determined that acceptance of the settlement proposal, in its current form, is not in the best interests of the Company or its shareholders. The Board's determination was made in the exercise of its fiduciary duties and reflects the Board's careful assessment of the proposal's terms, the current proxy contest landscape, and the Company's st

3. Commitment to Shareholder Democracy. The Board believes that shareholders should have the opportunity to determine the composition of the Board at the Company's Annual General Meeting on June 7, 2024, in accordance with the Company's declassified board structure, which was approved by shareholders in 2021. The Board is committed to the principle that the shareholder franchise is the appropriate mechanism for addre

4. Commitment to Independent CEO Search. The Board remains committed to an independent, thorough, and expeditious CEO search process, which is being overseen by the Special Committee — comprising three independent non-executive directors — in coordination with the Company's executive search firm, Hargrove Tate Partners LLC. The CEO search is the Board's highest priority, and the Board does not believe it would be app

5. Confidence in Interim Leadership. The Board expresses its full confidence in the leadership of Interim CEO Priya Nair-Whitfield during the transition period. Ms. Nair-Whitfield, who has served as the Company's Chief Operating Officer since 2021, brings deep operational expertise and institutional knowledge to the role and is executing effectively on the Company's strategic plan.

6. Willingness to Engage Constructively. The Board remains open to constructive engagement with all shareholders, including Corvus Peak Capital Partners LP, on matters of mutual interest and concern. The Board values the input of its shareholders and is committed to maintaining an open and transparent dialogue with the Company's investor community.

7. Vote Recommendation. The Board unanimously recommends that shareholders vote FOR the re-election of all incumbent director nominees at the upcoming Annual General Meeting on June 7, 2024. Shareholders are encouraged to review the Company's Definitive Proxy Statement filed with the SEC on May 3, 2024, for additional information regarding the Board's nominees and the Board's recommendations.

8. Company Overview. Aurelius Global Media Group PLC is a global media and entertainment company with FY 2023 revenue of $4.37 billion, EBITDA of $812 million, and approximately 23,400 employees worldwide. The Company operates across four business segments: Streaming & Digital Content, Live Entertainment & Events, E-Commerce & Merchandising, and Advertising & Brand Partnerships. These talking points are provided for

IV. ATTESTATION AND CERTIFICATION I, the undersigned, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, do hereby certify that the foregoing is a true and correct record of resolutions duly adopted by the Board of Directors of Aurelius Global Media Group PLC at a special meeting of the Board held on May 12, 2024, at which a quorum of voting directors was present throughout the