Contract analysis

I. Introduction and Purpose This memorandum is addressed to Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos, the three directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") who were not re-elected at the Company's 2024 Annual General Meeting held on June 7, 2024 (the "AGM"). The purpose of this memorandum is to advise the Departing Directors of their continuing legal obligations following depa

II. Background and Context A. Timeline of Relevant Events The following timeline summarizes the key events relevant to the matters addressed in this memorandum: • January 18, 2024: Corvus Peak filed an initial Schedule 13D with the U.S. Securities and Exchange Commission ("SEC") disclosing a 6.1% beneficial ownership stake in AGMG. • February 26, 2024: Corvus Peak filed an amended Schedule 13D disclosing an increase

III. Document Preservation Obligations A. Legal Duty to Preserve Under Delaware law — which is the governing law of AGMG's corporate instruments, including the Certificate of Incorporation (originally filed September 14, 2009) and the Amended and Restated Bylaws (effective March 22, 2022) — directors have an ongoing obligation not to destroy, alter, conceal, or otherwise dispose of documents that may be relevant to p

IV. D&O Insurance Coverage Continuity A. Current Policy AGMG maintains a Directors & Officers liability insurance policy that provides coverage for current and former directors and officers in connection with claims arising from their service. The current policy details are as follows: The policy includes Side A coverage (individual director/officer coverage for non-indemnifiable losses), Side B coverage (reimburseme

V. Indemnification Rights A. Statutory and Bylaws Protections

Section 145 of the DGCL authorizes — and in certain cases mandates — the indemnification of directors and officers in connection with actions taken in their capacities as such. Under Section 145(a), a corporation may indemnify directors against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement in connection with third-party actions, provided the director acted in good faith and in

VI. Confidentiality Obligations A. Continuing Duty of Confidentiality The Departing Directors' obligations of confidentiality with respect to non-public Company information survive their departure from the Board indefinitely. These obligations arise under Delaware common law, the Company's governing documents, and any applicable confidentiality agreements or policies. The duty of confidentiality extends to all non-pu

VII. Cooperation Requirements A. General Obligation to Cooperate Each Departing Director has a continuing obligation to cooperate with the Company in connection with any pending or future legal proceedings, regulatory inquiries, or internal investigations relating to matters arising during their tenure on the Board. This obligation arises under Delaware law, the Company's governing documents, and any applicable indem

1. DGCL § 220 Books-and-Records Demand. Corvus Peak's March 22, 2024 demand for books and records pursuant to DGCL § 220 remains unresolved. The Company has objected to the demand on privilege grounds and has asserted that the requested materials are protected by the attorney-client privilege and the work product doctrine. If the matter proceeds to litigation in the Court of Chancery of Delaware, the Departing Direct

2. Potential Shareholder Litigation. The activist campaign, proxy contest, and reconstitution of the Board may give rise to shareholder derivative or direct claims. Such claims could assert, among other things, that the incumbent Board's response to the Corvus Peak campaign was inadequate, that the CEO succession process was flawed, or that the strategic alternatives review was conducted improperly. The Departing Dir

3. SEC and FCA Disclosure Matters. AGMG is dual-listed on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange (ticker: AGMG.L). This dual listing creates disclosure obligations under both U.S. securities laws (including the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC) and the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (DTR 5)

VIII. Hugh Pemberton — Special Considerations As a co-founder of AGMG and the holder of approximately 2.1% of outstanding shares (8,664,600 shares of 412,600,000 shares outstanding), Hugh Pemberton retains a significant equity interest in the Company following his departure from the Board. Mr. Pemberton's continuing shareholding gives rise to several considerations that are specific to his circumstances and that warr

Section 16 Considerations. As a former director, Mr. Pemberton may remain subject to the reporting requirements and short-swing profit provisions of Section 16 of the Securities Exchange Act of 1934 for a period following his departure. Section 16(b) liability can attach to "profits" realized from matching purchases and sales (or sales and purchases) of Company equity securities within any six-month period if one of

IX. Tobias Kessler — Special Considerations as Former Special Committee Chair Mr. Kessler's role as Chair of the Special Committee formed on March 18, 2024, gives rise to particular obligations that warrant specific attention. As Chair, Mr. Kessler had principal oversight of the CEO succession process and was the primary Board liaison with Hargrove Tate Partners LLC (Christine Aldridge, lead partner) and Calderwood &

X. Practical Steps and Recommended Actions A. Immediate Actions (Within 10 Business Days of June 7, 2024) Each Departing Director is requested to take the following actions within ten (10) business days of June 7, 2024 (i.e., no later than June 21, 2024):

1. Return physical materials. Return all physical AGMG Board materials to the General Counsel's office, including but not limited to Board binders, notebooks, printed presentations, USB drives, and any other tangible Company property. Materials should be returned to Nadine Khalil at 14 Sceptre Row, London EC2V 7QN, United Kingdom. If return by courier or mail is necessary, the materials should be sent by secure track

2. Preserve electronic communications. Preserve all electronic communications (emails, text messages, voicemails, calendar entries) related to AGMG Board service on personal devices and accounts. Do not delete, modify, archive, or transfer any such records. If any automatic deletion features are enabled on personal devices or email accounts, such features should be disabled immediately to the extent they may affect A

3. Confirm receipt of this memorandum. Confirm receipt and understanding of this memorandum in writing. An email to Nadine Khalil (with a copy to the undersigned) is sufficient for this purpose.

4. Identify personal counsel. Identify any personal counsel retained or to be retained in connection with AGMG-related matters and notify Nadine Khalil of such counsel's name, firm, address, telephone number, and email address. If personal counsel has not yet been retained, the Departing Directors are encouraged to consider doing so in light of the pending matters described in this memorandum. B. Ongoing Obligations

1. Maintain the litigation hold. Continue to comply with the litigation hold described in Section III.D of this memorandum. The hold will remain in effect until further written notice from counsel. Do not destroy, delete, or dispose of any materials that may be relevant to AGMG-related matters.

2. Report third-party requests. Promptly report any requests for information, documents, or interviews from third parties concerning AGMG Board service to Nadine Khalil, in accordance with Section VI.C of this memorandum. Do not respond to any such request without first consulting with the Company's counsel.

3. Cooperate with reasonable requests. Cooperate with reasonable requests from the Company or its counsel in connection with pending or anticipated legal proceedings, regulatory inquiries, or internal investigations, in accordance with Section VII of this memorandum.

4. Provide notice of potential claims. Provide timely notice to both Helmsley Indemnity Corp. (at One Beacon Street, Boston, MA 02108, referencing Policy No. HIC-DOL-2024-009347) and the Company (through Nadine Khalil) of any potential claims, threatened claims, or circumstances that could give rise to claims related to AGMG Board service, in accordance with Section IV.D of this memorandum.

XI. Contact Information For questions regarding this memorandum or the obligations described herein, the Departing Directors should contact: Nadine Khalil General Counsel & Corporate Secretary Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom Nathaniel Bower Partner Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019 Please note that Calderwood & Harkness LLP's engagement as in

XII. Conclusion and Acknowledgment Calderwood & Harkness LLP appreciates each Departing Director's dedicated service to Aurelius Global Media Group PLC and their constructive engagement during this challenging period of transition. We recognize that the proxy contest and the outcome of the AGM may be disappointing, and we are committed to ensuring that the transition is handled in a manner that is orderly, profession