Contract analysis

I. PREAMBLE AND RECITALS A. Identification of the Company These resolutions are adopted by the Board of Directors (the "Board") of Aurelius Global Media Group PLC (the "Company"), a public limited company incorporated under the laws of the State of Delaware and registered as an overseas company in England and Wales, with its principal executive offices located at 14 Sceptre Row, London EC2V 7QN, United Kingdom. The C

1. Dame Elspeth Greenvale — Independent Non-Executive Chair

2. Priya Nair-Whitfield — Interim Chief Executive Officer and Chief Operating Officer

3. Tobias Kessler — Independent Non-Executive Director; Chair, Special Committee

4. Lucinda Farrow-Grant — Independent Non-Executive Director; Member, Special Committee

5. Reginald Osei — Independent Non-Executive Director

6. Sofia Delgado-Ríos — Independent Non-Executive Director

7. Hugh Pemberton — Non-Executive Director

8. Dr. Anwen Llewellyn — Independent Non-Executive Director; Member, Special Committee

9. Garrett Voss — Independent Non-Executive Director The Board noted that the tenth seat on the Board remains vacant following the resignation of Marcus Vane, which was effective March 8, 2024. As of the date hereof, the Board consists of nine (9) serving directors, and the quorum requirement under Article III, Section 3.7 of the Bylaws (a majority of the total number of directors then in office) was satisfied by the

II. OPERATIVE RESOLUTIONS Resolution 1: Authorization to Reopen Settlement Discussions RESOLVED, that the Board of Directors of the Company hereby authorizes and directs Dame Elspeth Greenvale, in her capacity as Independent Non-Executive Chair of the Board, and the Special Committee of the Board (consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn), acting jointly and not severally, t

III. CERTIFICATION The undersigned, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, hereby certifies that the foregoing resolutions were duly proposed, considered, and adopted at a special meeting of the Board of Directors of the Company held on June 1, 2024, at which a quorum consisting of all nine (9) serving directors was present and acting throughout the entirety of the

1. Vote Projections and Proxy Contest Outlook. The Settlement Analysis concluded that, following the issuance of the ISS recommendation on May 17, 2024 (recommending that shareholders elect two of the three Corvus Peak Nominees — Malcolm Trask and Dr. Raymond Chu) and the Tarrant Partners LLC recommendation on May 22, 2024 (recommending that shareholders elect all three Corvus Peak Nominees), the probability of a man

2. Settlement Configuration Analysis. The Settlement Analysis evaluated three settlement configurations: (a) One-Seat Concession. The appointment of one Corvus Peak nominee, coupled with a mutual standstill. Calderwood & Harkness concluded that a one-seat concession is unlikely to be accepted by Corvus Peak given the strength of its current position, and that such an offer could be perceived by the market as inadequa

3. Recommended Standstill Terms. The Settlement Analysis recommended that any Cooperation Agreement include the following standstill terms: • Ownership Cap: Corvus Peak not to beneficially own more than 12% of the Company's outstanding common shares during the standstill period, with a requirement to promptly divest shares in excess of such cap; • Duration: Standstill period of 18 months, commencing on the date of ex

4. Risk Assessment. The Settlement Analysis concluded that a failure to reach a negotiated settlement carries the following material risks: • Loss of all three contested Board seats at the 2024 AGM, resulting in a significant reconstitution of the Board without the benefit of standstill protections, governance commitments, or an orderly transition; • Loss of Board control over the CEO succession process, with the pos

5. Full Memorandum. The complete Settlement Analysis memorandum, including detailed vote projection models, scenario analyses, legal risk assessments, and supporting materials, is maintained in the files of Calderwood & Harkness LLP under Matter No. 1017-00002 and constitutes a privileged and confidential attorney-client communication. Copies of the full memorandum were distributed to directors and the General Counse

1. Board Seats. The Chair and Special Committee are authorized to offer the appointment or nomination of up to two (2) Corvus Peak director nominees to the Board of Directors. The Board's strong preference, based on the ISS recommendation and the independence analysis conducted by Calderwood & Harkness LLP, is for the two seats to be filled by Malcolm Trask and Dr. Raymond Chu. The Board notes that Vanessa Loring, as

2. Standstill Provisions. The Chair and Special Committee shall seek to negotiate mutual standstill provisions with the following target terms: • Duration: Eighteen (18) months from the date of execution of the Cooperation Agreement, with the standstill expiring no earlier than 30 days before the advance notice deadline for the Company's 2026 Annual General Meeting; • Ownership Cap: Corvus Peak not to beneficially ow

3. CEO Search. The Chair and Special Committee are authorized to discuss, and may agree to, the inclusion of one (1) Corvus Peak-designated director on a reconstituted CEO search committee, provided that: • The reconstituted search committee retains a majority of existing Board members; • The engagement of Hargrove Tate Partners LLC as executive search firm is preserved and not subject to termination or modification

4. Governance Commitments. The Cooperation Agreement should include mutual governance commitments, including: • Voting Commitments: Corvus Peak to vote its shares in favor of the Board's recommendations on uncontested director elections and ordinary course matters during the standstill period; • Information Sharing: Corvus Peak-designated directors to have the same access to information as other directors, but not to

5. Withdrawal of Proxy Solicitation. As a condition of any settlement, Corvus Peak shall be required to: • Withdraw its definitive proxy statement filed with the SEC on May 6, 2024, to the extent applicable to the agreed seats; • Direct Falconer Strauss LLC to immediately cease all proxy solicitation activities in respect of the agreed seats; • Issue a public statement supporting the Cooperation Agreement and the rec

6. Confidentiality and Public Announcement. The Cooperation Agreement should include: • Mutual confidentiality obligations regarding the terms of the agreement and the negotiation process, subject to required disclosures under applicable securities laws; • A joint press release to be issued promptly following execution of the Cooperation Agreement, the form and content of which shall be mutually agreed; and • Mutual

7. Termination Provisions. The Cooperation Agreement should include termination provisions, including: • Automatic termination upon the expiration of the standstill period; • Termination by either party upon a material breach by the other party that remains uncured for a specified period (target: 15 business days after written notice); • Termination by the Company in the event that Corvus Peak's beneficial ownership

VI. DOCUMENT CONTROL Prepared by: Calderwood & Harkness LLP 787 Seventh Avenue, New York, NY 10019 25 Bishopsgate, London EC2N 3AR Matter No.: 1017-00002 Responsible Partner: Nathaniel Bower Billing Partner: Colette Whitman Lead Associate: Audrey Zhou Working Associate: Brendan Walsh Document Status: DRAFT — Subject to Board review and approval at the special meeting of the Board of Directors to be held on June 1, 20