Contract analysis

I. Executive Summary and Purpose This memorandum sets forth recommended formal information barrier ("wall") procedures to manage the flow of material nonpublic information ("MNPI") between two concurrent Board-level workstreams at Aurelius Global Media Group PLC ("AGMG" or the "Company"): (1) the strategic alternatives review being conducted in coordination with Stonebridge Crane & Co. (the "Financial Advisor"), enga

II. Background A. The CEO Succession Process Marcus Vane resigned as Chief Executive Officer of the Company effective March 8, 2024. His departure followed a period of mounting shareholder dissatisfaction with the Company's operational performance, particularly the underperformance of the Luminos streaming platform relative to subscriber growth projections communicated to the market in the Company's fiscal year 2022

III. Legal Framework for Information Barriers A. Fiduciary Duties Under Delaware Law Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and its stockholders. The duty of care requires that directors inform themselves of all material information reasonably available before making a business decision and act with the care that a reasonably prudent person in a similar positio

IV. Recommended Information Barrier Protocols A. Designation of Personnel and Advisors by Workstream The foundation of any effective information barrier is the clear designation of personnel authorized to access information within each workstream. The following designations are recommended:

1. CEO Succession Workstream ("Over the Wall" Personnel). The following individuals and entities are authorized to access MNPI and other confidential information generated in connection with the CEO Succession Process: • Special Committee Members: Tobias Kessler (Chair), Lucinda Farrow-Grant, Dr. Anwen Llewellyn. As members of the Special Committee with sole authority over the CEO succession, these directors are the

2. Strategic Alternatives Workstream ("Over the Wall" Personnel). The following individuals and entities are authorized to access MNPI and other confidential information generated in connection with the Strategic Alternatives Review: • Full Board of Directors: All members of the Board of Directors are authorized to receive strategic alternatives information in their capacity as Board members. This includes the three

3. Persons Restricted from Strategic Alternatives Information. The following individuals and entities are expressly restricted from receiving strategic alternatives MNPI unless and until the Board determines that disclosure is necessary and appropriate, subject to the execution of appropriate confidentiality agreements and the procedures set forth in this memorandum: • CEO Candidates (Internal and External). All CEO

1. Document Management. Effective information barriers require rigorous document management protocols to ensure that materials from the two workstreams are not commingled, inadvertently disclosed, or accessible to unauthorized personnel. The following measures are recommended: All strategic alternatives materials — including, without limitation, financial models prepared by Stonebridge Crane, preliminary indications

2. Electronic Communications. Separate email distribution lists shall be established for each workstream. The Strategic Alternatives distribution list shall include only those persons authorized to receive strategic alternatives MNPI, and the CEO Succession distribution list shall include only those persons authorized to receive CEO succession information. No cross-posting of workstream-specific communications shall

3. Meeting Protocols. Board meetings addressing strategic alternatives shall be convened separately from Special Committee meetings addressing CEO succession. To the greatest extent practicable, these meetings should be scheduled on different dates to minimize the risk of inadvertent information sharing during the course of a single day's proceedings. Where scheduling constraints require that both topics be addressed

1. The Board shall adopt a resolution specifically authorizing the disclosure of identified categories of strategic alternatives information to Ms. Nair-Whitfield, documenting the rationale for the disclosure and the scope of information to be shared.

2. Ms. Nair-Whitfield shall execute an additional written acknowledgment confirming her receipt of strategic alternatives MNPI, her agreement not to trade in AGMG securities, and her understanding of the applicable legal restrictions.

3. Ms. Nair-Whitfield shall be placed on the Company's insider restricted list for strategic alternatives MNPI, and her name shall be added to the insider list maintained under UK MAR.

4. The Special Committee should consider whether Ms. Nair-Whitfield's receipt of strategic alternatives information affects the Committee's evaluation of her candidacy and should document its consideration of this issue. Independently of whether Ms. Nair-Whitfield is brought over the wall, she should be informed of the existence of information barriers affecting her access to certain Board-level information. This not

V. Trading Restrictions and Insider Trading Prevention A. Insider Trading Policy Compliance All persons with access to either workstream — the CEO Succession Process or the Strategic Alternatives Review — are subject to the Company's existing insider trading policy and all applicable securities laws, including Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 and the FCA Market Abuse Regulation. Per

VI. Breach Protocols The effectiveness of information barrier protocols depends not only on their adoption and communication but also on the existence of clear and well-understood procedures for identifying, reporting, and remediating breaches. Any suspected or actual breach of the information barriers established under these protocols must be reported immediately to Nadine Khalil (General Counsel and Corporate Secre