Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the application of the Financial Conduct Authority's ("FCA") Disclosure Guidance and Transparency Rules ("DTR"), and specifically DTR 5 (the Vote Holder and Issuer Notification Rules), as they apply to Aurelius Global Media Group PLC ("AGMG" or the "Company") in the context of the ongoing activist campaign by Corvus Peak Capital Partners LP ("Corvus Pe

II. Background A. AGMG's Corporate Structure and Listing Status Aurelius Global Media Group PLC is a global media and entertainment conglomerate with operations spanning digital streaming, live entertainment, e-commerce, and advertising. The Company's full legal name is Aurelius Global Media Group PLC. It was originally incorporated in the State of Delaware on September 14, 2009, pursuant to its Certificate of Incorp

1. Streaming & Digital Content (approximately 42% of FY 2023 revenue), anchored by the Company's proprietary streaming platform, Luminos, which was launched in 2019 and has grown to become a significant competitor in the global streaming landscape;

2. Live Entertainment & Events (approximately 24% of FY 2023 revenue), encompassing the Company's portfolio of concert venues, theatrical productions, and live experience properties;

3. E-Commerce & Merchandising (approximately 19% of FY 2023 revenue), consisting of the Company's direct-to-consumer retail operations and licensed merchandise programs; and

4. Advertising & Brand Partnerships (approximately 15% of FY 2023 revenue), including the Company's advertising-supported streaming tier and branded content partnerships. The Company's dual-listing status is of central importance to this memorandum, as it subjects AGMG and its shareholders to the regulatory jurisdiction of both the US Securities and Exchange Commission ("SEC") and the UK Financial Conduct Authority (

III. Overview of the UK Disclosure Regime — DTR 5 A. Statutory and Regulatory Framework The UK's major shareholding notification regime is primarily established under the Financial Services and Markets Act 2000 ("FSMA"), as amended, and the FCA Handbook's Disclosure Guidance and Transparency Rules sourcebook ("DTR"). The DTR was originally promulgated to transpose the requirements of the European Union's Transparency

IV. Application of DTR 5 to Corvus Peak's Stake Accumulation A. Analysis of Corvus Peak's Threshold Crossings Corvus Peak's public SEC filings reveal a pattern of rapid stake accumulation in AGMG that would have triggered multiple independent DTR 5 notification obligations. Initial Schedule 13D (January 18, 2024) — 6.1% stake. Corvus Peak's initial Schedule 13D disclosed a beneficial ownership stake of 6.1% of AGMG's

1. Confirm receipt of TR-1 notifications. Nadine Khalil, as Corporate Secretary, should review AGMG's records to determine whether the Company has received TR-1 notifications from Corvus Peak corresponding to each of the six DTR 5 threshold crossings identified above (3%, 4%, 5%, 6%, 7%, and 8%). If such notifications have been received, they should be logged, published via RIS (if not already published), and filed w

2. Raise non-compliance with opposing counsel. If TR-1 notifications have not been received, AGMG should consider raising the issue with Corvus Peak's counsel, Blackthorn Howell & Crane LLP (Dominic Sayer), through Calderwood & Harkness or Ashworth Velmoran. This could be done in a neutral and factual manner—noting that AGMG has not received the TR-1 notifications that it believes are required under DTR 5 and request

3. Evaluate FCA referral. If material DTR 5 non-compliance by Corvus Peak is confirmed and Corvus Peak does not promptly cure the non-compliance, AGMG should consider whether it would be appropriate and strategically advisable to refer the matter to the FCA. The FCA has enforcement authority for DTR 5 violations, and penalties for non-compliance can include financial sanctions. However, the strategic implications of

V. Application of DTR 5 to Other Major Shareholders While Corvus Peak's DTR 5 compliance is of particular concern given its role as the activist proponent, the other major shareholders of AGMG are also subject to DTR 5 obligations by virtue of the Company's LSE listing. We address each in turn. A. Thorne Capital Management LP (6.3%) Thorne Capital Management LP holds 6.3% of AGMG's total outstanding shares (25,993,80

VI. Interaction Between US Proxy Rules and UK DTR 5 Disclosure Regime A. Parallel but Independent Obligations AGMG's dual listing subjects it and its shareholders to two parallel but independent disclosure regimes: the US regime administered by the SEC and the UK regime administered by the FCA. These regimes overlap in certain respects but differ materially in others, and compliance with one does not satisfy the requ

Section 793 of the UK Companies Act 2006 provides a powerful investigatory tool that may be available to AGMG in connection with the proxy contest. Under Section 793, a public company may, by notice in writing, require any person whom the company knows or has reasonable cause to believe to be interested in the company's shares to confirm whether they hold such an interest and, if so, to provide detailed information a

VII. AGMG's Issuer-Side Compliance Obligations A. Total Voting Rights Disclosure (DTR 5.6.1R) Under DTR 5.6.1R, AGMG must disclose to the public the total number of voting rights and the total capital of the Company at the end of each calendar month during which an increase or decrease in total voting rights has occurred. This disclosure is made via a Regulatory Information Service ("RIS") and filed with the FCA's Na

1. Designated point of contact. Nadine Khalil's office, as Corporate Secretary, should be designated as the primary recipient of TR-1 notifications. All major shareholders should be informed that TR-1 notifications should be delivered to the Corporate Secretary at AGMG's London headquarters, with a copy to designated email addresses.

2. Immediate review. Upon receipt of a TR-1 notification, the Corporate Secretary's office should immediately review the notification for completeness and consistency with the Company's own records of share ownership.

3. RIS publication. The notification should be published via RIS by the end of the following trading day. AGMG should confirm which RIS provider it uses and ensure that the provider can accommodate same-day or next-day publication requests.

4. NSM filing. The notification should be filed with the FCA's National Storage Mechanism within the same timeline.

5. Internal distribution. The notification should be circulated internally to relevant stakeholders, including the General Counsel, the independent governance counsel (Calderwood & Harkness), standing outside counsel (Ashworth Velmoran), and the proxy solicitor (Citrine Advisory Group), so that any implications for the proxy contest can be promptly assessed. C. Coordination with Transfer Agent Atlas Shareholder Servi

VIII. D&O Insurance and UK Regulatory Exposure AGMG maintains directors' and officers' liability insurance through Helmsley Indemnity Corp. under policy number HIC-DOL-2024-009347. The current policy provides coverage of $75 million per occurrence and $150 million in the aggregate, at an annual premium of $3.8 million. The policy period runs from January 1, 2024 through December 31, 2024. DTR 5 non-compliance by the