Contract analysis

I. Executive Summary The purpose of this memorandum is to provide the Board of Directors and the Special Committee of Aurelius Global Media Group PLC ("AGMG" or the "Company") with a comprehensive analysis of the Company's shareholder base and projected vote outcomes at the Annual General Meeting (the "AGM") scheduled for June 7, 2024, in connection with the contested election of directors initiated by Corvus Peak Ca

II. Background A. Corporate and Share Capital Overview Aurelius Global Media Group PLC is a global media and entertainment company incorporated under the laws of the State of Delaware and registered as an overseas company in England and Wales. The Company maintains a dual listing on the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange Main Market premium segment (ticker: AGMG.L). The Company's pri

III. Shareholder Base Composition A. Overview of Ownership Structure Based on our review of the Company's most recent shareholder register (obtained from Atlas Shareholder Services), public filings including Schedule 13D, Schedule 13G, and Form 13F filings with the SEC, and data compiled by Citrine Advisory Group, the Company's shareholder base is composed as follows: • Institutional investors (actively managed): App

1. Corvus Peak Capital Partners LP Corvus Peak is the activist proponent in this proxy contest and has publicly committed to voting its entire position FOR the Corvus Peak slate (Trask, Loring, and Chu) and AGAINST/WITHHOLD on the three targeted incumbents (Kessler, Pemberton, and Delgado-Ríos). Corvus Peak has retained Falconer Strauss LLC to conduct an active proxy solicitation on behalf of its nominees. Corvus Pea

2. Thorne Capital Management LP Thorne Capital Management is a long-only institutional asset management firm with approximately $18 billion in assets under management. The firm is known for a concentrated investment approach focused on large-cap media, technology, and telecommunications companies. Oliver Thorne founded the firm in 1998 and has maintained a position in AGMG common stock for approximately seven years.

3. Ridgeway Asset Management Ltd. Ridgeway Asset Management is a UK-based institutional asset manager with approximately £14 billion in assets under management and a well-established reputation for active engagement on corporate governance matters. The firm is a signatory to the UK Stewardship Code and has publicly committed to the principles of responsible investment, including the exercise of voting rights in a man

4. Windermere Pension Trust Windermere Pension Trust is a California-based public employee retirement system with approximately $42 billion in total plan assets. The fund has a well-documented focus on corporate governance issues and has published detailed proxy voting guidelines that emphasize board accountability, CEO succession transparency, alignment of executive compensation with long-term performance, and the p

5. Management and Board Insiders The Company's management and Board insiders collectively hold approximately 3.2% of outstanding shares. The breakdown of insider holdings is as follows: • Hugh Pemberton (Non-Executive Director, Co-Founder): 2.1% — 8,664,600 shares. Mr. Pemberton is the largest individual insider holder and one of the three directors targeted by Corvus Peak's nominations. His substantial holding provi

IV. Voting Mechanics and Thresholds A. Applicable Voting Standard The election of directors at the 2024 AGM will be governed by the plurality voting standard, as mandated by the Company's Amended and Restated Bylaws (effective March 22, 2022) in the event of a contested election. The Company's bylaws provide that a majority voting standard applies in uncontested elections — requiring each director to receive more FOR

V. ISS and Tarrant Partners LLC Preliminary Assessment A. ISS Likely Position Cobalt Ridge Solutions is the largest and most influential proxy advisory firm, and its recommendations carry significant weight with institutional investors, particularly passive index funds and smaller actively managed holders. ISS evaluates contested elections under a comprehensive analytical framework that considers four principal facto

VI. Vote Projection Scenarios A. Methodology We have modeled three distinct vote projection scenarios to illustrate the range of plausible outcomes at the June 7, 2024 AGM. The three scenarios are:

1. Scenario 1: Base Case (Management-Favorable) — reflects the most optimistic plausible outcome for the Company's management slate, based on assumptions that are favorable to management but not unrealistic.

2. Scenario 2: Middle Case — reflects what we assess to be the most likely outcome based on the balance of available information and probability-weighted assumptions.

3. Scenario 3: Adverse Case (Activist-Favorable) — reflects the most pessimistic plausible outcome for management, based on assumptions that are unfavorable to management but not unrealistic. The key variables driving the scenarios are: • ISS and Tarrant Partners LLC recommendation outcomes (whether they recommend 2 or 3 Corvus nominees); • Windermere Pension Trust's voting decision (management or Corvus); • The degr

VII. Shareholder Engagement Strategy Recommendations A. Priority Engagement Targets Based on the shareholder base analysis and vote projections set forth above, we recommend that the Board prioritize direct engagement with the following holders, in the order indicated:

1. Windermere Pension Trust (Bernard Napier, Chief Investment Officer) — HIGHEST PRIORITY As established in Section VI.E above, Windermere is the single most critical swing voter in this contest. Its 18,154,400 shares are sufficient to determine whether Corvus Peak gains two or three board seats. We recommend that Dame Elspeth Greenvale, in her capacity as Non-Executive Chairperson, and/or Priya Nair-Whitfield, in he