1017-00001 · Client 1017 · Closing

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OFFICER'S CERTIFICATE OF AURELIUS GLOBAL MEDIA GROUP PLC

Delivered Pursuant to Section 6(e) of the Block Trade Agreement

March 16, 2026

Delivered to:

Meridian Zanthor & Co. 399 Park Avenue, 22nd Floor New York, New York 10022

Attention: Equity Capital Markets — Block Trade Desk

Reference: Block Trade Agreement, dated as of March 12, 2026 (the "Block Trade Agreement"), among Crestwood Venture Partners III, L.P., a Delaware limited partnership (the "Selling Shareholder"), Meridian Zanthor & Co., a New York limited partnership (the "Underwriter"), and Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales (the "Company" or the "Issuer").

RECITALS

The undersigned, Marcus Halford, in his capacity as Chief Executive Officer of the Company, and Elena Marchetti, in her capacity as Chief Financial Officer of the Company, of Aurelius Global Media Group PLC, a public limited company duly incorporated and validly existing under the laws of England and Wales (Companies House Registration No. 10458329), with its registered office at 45 Broadwick Street, London W1F 9BN, United Kingdom, hereby deliver this Officer's Certificate (this "Certificate") to Meridian Zanthor & Co. in its capacity as sole bookrunner and underwriter pursuant to the conditions to closing set forth in Section 6(e) of the Block Trade Agreement.

The Block Trade Agreement relates to the registered block secondary offering (the "Offering") of 1,500,000 ordinary shares of the Company, par value £0.10 per share (CUSIP G0583R 107; ISIN GB00BKZM4P19) (the "Shares"), listed on the Nasdaq Global Select Market under the ticker symbol "AGMG," by the Selling Shareholder at a public offering price of $32.00 per share, representing an aggregate deal value of $48,000,000. The Shares are being sold by the Selling Shareholder and not by the Company; accordingly, the Company will not receive any of the proceeds from the sale of the Shares in the Offering.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Block Trade Agreement. Each of the undersigned certifies that he or she is duly authorized to execute and deliver this Certificate on behalf of the Company, and that the delivery of this Certificate is a condition precedent to the obligations of the Underwriter under the Block Trade Agreement.

In connection with the foregoing, each of the undersigned hereby certifies, on behalf of the Company and not in his or her individual capacity, as follows:

Section 1. Representations and Warranties — Truth and Correctness

Each of the undersigned hereby certifies that the representations and warranties of the Company contained in the Block Trade Agreement (including, without limitation, those set forth in Section 3 thereof) are true and correct in all material respects as of the date hereof, March 16, 2026 (the "Closing Date"), with the same force and effect as though expressly made on and as of the Closing Date, except that any such representations and warranties that by their terms speak as of a specific date or period are true and correct in all material respects only as of such specified date or period.

Without limiting the generality of the foregoing, each of the undersigned confirms that no representation or warranty of the Company set forth in the Block Trade Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the context in which such statements were made and in light of the circumstances under which such statements were made, not misleading. The certifications set forth in this Section 1 are made after reasonable inquiry and investigation by each of the undersigned in his or her capacity as an executive officer of the Company.

Section 2. Performance of Obligations and Covenants

Each of the undersigned hereby certifies that the Company has duly performed and complied in all material respects with all of its obligations, covenants, and agreements required to be performed or complied with by the Company under the Block Trade Agreement at or prior to the Closing Date.

Without limiting the foregoing, the Company has satisfied its issuer cooperation obligations in connection with the Offering, including those obligations arising under Section 2.2 of the Registration Rights Agreement, dated as of June 14, 2021, by and between the Company and Crestwood Venture Partners III, L.P. (as amended from time to time, the "Registration Rights Agreement"), which requires the Company to, among other things, cooperate with the Selling Shareholder and the Underwriter in connection with any registered sale of the Shares, including by making available senior management for due diligence purposes, facilitating the issuance of comfort letters, and assisting in the preparation of any prospectus supplement filed in connection with the Offering.

Each of the undersigned further confirms that the Company has delivered, or caused to be delivered, all closing deliverables required of the Company under the Block Trade Agreement on or prior to the Closing Date, including, but not limited to, the following:

(a) the legal opinion and negative assurance letter of Calderwood & Harkness LLP, counsel to the Company, addressed to the Underwriter, dated the Closing Date, in form and substance satisfactory to the Underwriter and its counsel;

(b) the comfort letters (including the initial comfort letter and the bring-down comfort letter) of Pemberton & Associates LLP, the Company's independent registered public accounting firm, addressed to the Underwriter, dated March 12, 2026 and March 16, 2026, respectively, in form and substance satisfactory to the Underwriter;

(c) the duly executed transfer agent instructions to Continental Hollowell Asset Advisors, as transfer agent and registrar for the Company's ordinary shares, authorizing and directing the transfer of the Shares from the account of the Selling Shareholder to the account or accounts designated by the Underwriter or the purchasers of the Shares, in connection with the settlement of the Offering;

(d) the duly executed lock-up agreement of the Company, in form and substance satisfactory to the Underwriter, restricting the issuance and sale of the Company's ordinary shares for a period of forty-five (45) days following the Closing Date, subject to customary exceptions;

(e) a certificate of good standing (or its equivalent) issued by the Companies House of England and Wales with respect to the Company, dated not more than five (5) business days prior to the Closing Date; and

(f) such other documents, instruments, and certificates as the Underwriter has reasonably requested in connection with the closing of the Offering.

Section 3. Registration Statement and Prospectus Supplement Status

Each of the undersigned hereby certifies as follows with respect to the Registration Statement and the prospectus supplement relating to the Offering:

(a) The Registration Statement on Form F-3 (File No. 333-278415; CIK 0001923487) (the "Registration Statement"), originally filed by the Company with the Securities and Exchange Commission (the "SEC") on August 29, 2025, and declared effective by the SEC on September 22, 2025, remains effective as of the Closing Date and has not been amended or supplemented since its effective date, except as described herein and in the prospectus supplement.

(b) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been initiated or, to the knowledge of the undersigned after due inquiry, threatened by the SEC. No notice of objection of the SEC to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act of 1933, as amended (the "Securities Act"), has been received by the Company.

(c) The prospectus supplement relating to the Offering (together with the base prospectus forming a part of the Registration Statement, the "Prospectus") was filed, or will have been timely filed, with the SEC pursuant to Rule 424(b)(7) under the Securities Act on or before March 13, 2026, within the time period required by Rule 424(b) and in accordance with Section 5(b) of the Securities Act.

(d) No order preventing or suspending the use of the prospectus supplement or the base prospectus has been issued by the SEC, and no proceedings for that purpose have been initiated or, to the knowledge of the undersigned, threatened by the SEC.

(e) Following the completion of the Offering, the remaining shelf capacity under the Registration Statement is approximately $702,000,000, calculated as the $750,000,000 of aggregate offering price of securities remaining available for issuance under the Registration Statement immediately prior to the Offering, less the $48,000,000 aggregate offering price of the Shares sold in the Offering. This calculation is provided for informational purposes and is subject to adjustment based on the final terms of the Offering and any applicable SEC interpretive guidance.

Section 4. No Material Adverse Effect

Each of the undersigned hereby certifies that, since December 31, 2025 (the date of the most recent audited consolidated financial statements of the Company incorporated by reference in the Registration Statement and the Prospectus, as set forth in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026 (the "Annual Report")), there has been no Material Adverse Effect (as such term is defined in Section 1 of the Block Trade Agreement) on the business, properties, financial condition, results of operations, or prospects of the Company and its subsidiaries, taken as a whole.

For the avoidance of doubt, the term "Material Adverse Effect" as used herein has the meaning set forth in the Block Trade Agreement, which includes any change, effect, event, occurrence, development, or state of circumstances that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, financial condition, results of operations, or prospects of the Company and its subsidiaries, taken as a whole, or (ii) the ability of the Company to perform its obligations under the Block Trade Agreement or to consummate the transactions contemplated thereby, subject to the customary exclusions set forth in the Block Trade Agreement (including, without limitation, changes in general economic or market conditions, changes affecting the media and entertainment industry generally, and changes resulting from the announcement of the Offering).

Each of the undersigned further certifies that, as of the Closing Date, no event or circumstance has occurred that would reasonably be expected to result in a Material Adverse Effect.

Section 5. Absence of Certain Events

To the knowledge of the undersigned, after due inquiry, since the date of the Block Trade Agreement (March 12, 2026) and through and including the Closing Date:

(a) No Material Litigation. No material litigation, arbitration, or governmental investigation or proceeding has been instituted, is pending, or, to the knowledge of the undersigned, has been threatened against the Company or any of its subsidiaries, or against any officer, director, or employee of the Company or any of its subsidiaries in their capacities as such, that is not disclosed in the Registration Statement or the Prospectus. For the purposes of this subsection (a), "material" refers to any claim, action, suit, proceeding, or investigation that, if determined adversely, would reasonably be expected to result in a liability to the Company and its subsidiaries, taken as a whole, in excess of $5,000,000, or that would otherwise be required to be disclosed pursuant to Item 8.A.7 of Form 20-F.

(b) No Material Change in Capitalization. There has been no material change in the Company's capitalization from that set forth in the Registration Statement and the Prospectus. As of the Closing Date, the total number of ordinary shares of the Company issued and outstanding is 94,600,000. No new shares are being issued by the Company in connection with the Offering, which is entirely a secondary sale by the Selling Shareholder of Shares previously issued and outstanding. The Company has not issued, sold, or granted any ordinary shares, options, warrants, convertible securities, or other rights to acquire ordinary shares since the date of the Block Trade Agreement, other than pursuant to the Company's existing equity incentive plans in the ordinary course of business and as previously disclosed in the Registration Statement and the Prospectus.

(c) No Nasdaq Non-Compliance. The Company has not received any notification from the Nasdaq Stock Market LLC ("Nasdaq") regarding any non-compliance with any applicable listing standards or listing rules, or any contemplated delisting action with respect to the Company's ordinary shares. The Company's ordinary shares continue to be listed and traded on the Nasdaq Global Select Market under the ticker symbol "AGMG," and the Company is in compliance with all applicable continued listing requirements of Nasdaq.

Section 6. Accuracy of Disclosure Documents

To the knowledge of the undersigned, the Registration Statement (including all documents incorporated by reference therein, including, without limitation, the Annual Report, the Company's Reports on Form 6-K furnished to the SEC, and the financial statements and notes thereto included or incorporated by reference in the Registration Statement and the Prospectus), as of the date of its effectiveness and as of the Closing Date, did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

To the knowledge of the undersigned, the Prospectus (including the base prospectus and the prospectus supplement), as of the date of its filing with the SEC and as of the Closing Date, did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

The Company's financial results for the fourth quarter and fiscal year ended December 31, 2025 were publicly released by way of a press release furnished to the SEC on Form 6-K on February 27, 2026, and the Annual Report on Form 20-F for the fiscal year ended December 31, 2025, containing the Company's complete audited consolidated financial statements and management's discussion and analysis of financial condition and results of operations, was filed with the SEC on February 28, 2026. Each of the undersigned confirms that, as of the Closing Date, there is no material non-public information ("MNPI") regarding the Company or its subsidiaries that is not reflected in the Registration Statement, the Prospectus, or the documents incorporated by reference therein. The Company is current in all of its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and has timely filed or furnished all reports, schedules, forms, statements, and other documents required to be filed or furnished by it with the SEC.

Section 7. Foreign Private Issuer Status

Each of the undersigned hereby confirms that the Company qualifies as a "foreign private issuer" as such term is defined in Rule 3b-4 under the Exchange Act, and that such status has not changed since the date of the Block Trade Agreement. The Company has performed its most recent annual assessment of its foreign private issuer status as required by Rule 3b-4(c) under the Exchange Act, as of the last business day of its most recently completed second fiscal quarter, and determined that it continues to satisfy the requirements for foreign private issuer status. The Company is eligible to file annual reports on Form 20-F and to furnish current reports on Form 6-K with the SEC, and the Registration Statement was filed on Form F-3 in reliance upon such foreign private issuer status.

Section 8. Reliance; No Personal Liability

This Certificate is being delivered solely for the benefit of Meridian Zanthor & Co. in connection with the closing of the Offering and pursuant to the requirements of Section 6(e) of the Block Trade Agreement. This Certificate may be relied upon by the Underwriter, and by Hargreaves Finch LLP, counsel to the Underwriter, in connection with the closing of the Offering and the rendering of any legal opinion or negative assurance letter required to be delivered in connection therewith. This Certificate shall not be relied upon by, and shall not confer any rights or benefits upon, any other person or entity without the prior written consent of the Company.

The certifications, representations, and statements contained herein are made by each of the undersigned solely in his or her official capacity as an officer of the Company and not in his or her individual or personal capacity. Neither of the undersigned shall have any personal liability hereunder, and the Underwriter and its counsel shall have no recourse against the undersigned in their individual or personal capacities in respect of any of the certifications, representations, or statements made herein. The sole recourse of the Underwriter in respect of this Certificate shall be against the Company, subject in all respects to the terms and conditions of the Block Trade Agreement, including, without limitation, the indemnification and contribution provisions set forth therein.

[Remainder of page intentionally left blank; signature page follows]

SIGNATURE PAGE TO OFFICER'S CERTIFICATE

IN WITNESS WHEREOF, each of the undersigned has executed this Officer's Certificate as of the date first written above, in his or her capacity as an officer of the Company and not in his or her individual capacity.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Marcus Halford

Title: Chief Executive Officer

Date: March 16, 2026

By: ________

Name: Elena Marchetti

Title: Chief Financial Officer

Date: March 16, 2026

Company Information:

Aurelius Global Media Group PLC 45 Broadwick Street London W1F 9BN United Kingdom EIN: 98-1437625 Companies House Registration No.: 10458329

OFFICER'S CERTIFICATE OF AURELIUS GLOBAL MEDIA GROUP PLC
Delivered Pursuant to Section 6(e) of the Block Trade Agreement
March 16, 2026
Delivered to:
Meridian Zanthor & Co. 399 Park Avenue, 22nd Floor New York, New York 10022
Attention: Equity Capital Markets — Block Trade Desk
Reference: Block Trade Agreement, dated as of March 12, 2026 (the "Block Trade Agreement"), among Crestwood Venture Partners III, L.P., a Delaware limited partnership (the "Selling Shareholder"), Meridian Zanthor & Co., a New York limited partnership (the "Underwriter"), and Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales (the "Company" or the "Issuer").
RECITALS
The undersigned, Marcus Halford, in his capacity as Chief Executive Officer of the Company, and Elena Marchetti, in her capacity as Chief Financial Officer of the Company, of Aurelius Global Media Group PLC, a public limited company duly incorporated and validly existing under the laws of England and Wales (Companies House Registration No. 10458329), with its registered office at 45 Broadwick Street, London W1F 9BN, United Kingdom, hereby deliver this Officer's Certificate (this "Certificate") to Meridian Zanthor & Co. in its capacity as sole bookrunner and underwriter pursuant to the conditions to closing set forth in Section 6(e) of the Block Trade Agreement.
The Block Trade Agreement relates to the registered block secondary offering (the "Offering") of 1,500,000 ordinary shares of the Company, par value £0.10 per share (CUSIP G0583R 107; ISIN GB00BKZM4P19) (the "Shares"), listed on the Nasdaq Global Select Market under the ticker symbol "AGMG," by the Selling Shareholder at a public offering price of $32.00 per share, representing an aggregate deal value of $48,000,000. The Shares are being sold by the Selling Shareholder and not by the Company; accordingly, the Company will not receive any of the proceeds from the sale of the Shares in the Offering.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Block Trade Agreement. Each of the undersigned certifies that he or she is duly authorized to execute and deliver this Certificate on behalf of the Company, and that the delivery of this Certificate is a condition precedent to the obligations of the Underwriter under the Block Trade Agreement.
In connection with the foregoing, each of the undersigned hereby certifies, on behalf of the Company and not in his or her individual capacity, as follows:
Section 1. Representations and Warranties — Truth and Correctness
Each of the undersigned hereby certifies that the representations and warranties of the Company contained in the Block Trade Agreement (including, without limitation, those set forth in Section 3 thereof) are true and correct in all material respects as of the date hereof, March 16, 2026 (the "Closing Date"), with the same force and effect as though expressly made on and as of the Closing Date, except that any such representations and warranties that by their terms speak as of a specific date or period are true and correct in all material respects only as of such specified date or period.
Without limiting the generality of the foregoing, each of the undersigned confirms that no representation or warranty of the Company set forth in the Block Trade Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the context in which such statements were made and in light of the circumstances under which such statements were made, not misleading. The certifications set forth in this Section 1 are made after reasonable inquiry and investigation by each of the undersigned in his or her capacity as an executive officer of the Company.
Section 2. Performance of Obligations and Covenants
Each of the undersigned hereby certifies that the Company has duly performed and complied in all material respects with all of its obligations, covenants, and agreements required to be performed or complied with by the Company under the Block Trade Agreement at or prior to the Closing Date.
Without limiting the foregoing, the Company has satisfied its issuer cooperation obligations in connection with the Offering, including those obligations arising under Section 2.2 of the Registration Rights Agreement, dated as of June 14, 2021, by and between the Company and Crestwood Venture Partners III, L.P. (as amended from time to time, the "Registration Rights Agreement"), which requires the Company to, among other things, cooperate with the Selling Shareholder and the Underwriter in connection with any registered sale of the Shares, including by making available senior management for due diligence purposes, facilitating the issuance of comfort letters, and assisting in the preparation of any prospectus supplement filed in connection with the Offering.
Each of the undersigned further confirms that the Company has delivered, or caused to be delivered, all closing deliverables required of the Company under the Block Trade Agreement on or prior to the Closing Date, including, but not limited to, the following:
(a) the legal opinion and negative assurance letter of Calderwood & Harkness LLP, counsel to the Company, addressed to the Underwriter, dated the Closing Date, in form and substance satisfactory to the Underwriter and its counsel;
(b) the comfort letters (including the initial comfort letter and the bring-down comfort letter) of Pemberton & Associates LLP, the Company's independent registered public accounting firm, addressed to the Underwriter, dated March 12, 2026 and March 16, 2026, respectively, in form and substance satisfactory to the Underwriter;
(c) the duly executed transfer agent instructions to Continental Hollowell Asset Advisors, as transfer agent and registrar for the Company's ordinary shares, authorizing and directing the transfer of the Shares from the account of the Selling Shareholder to the account or accounts designated by the Underwriter or the purchasers of the Shares, in connection with the settlement of the Offering;
(d) the duly executed lock-up agreement of the Company, in form and substance satisfactory to the Underwriter, restricting the issuance and sale of the Company's ordinary shares for a period of forty-five (45) days following the Closing Date, subject to customary exceptions;
(e) a certificate of good standing (or its equivalent) issued by the Companies House of England and Wales with respect to the Company, dated not more than five (5) business days prior to the Closing Date; and
(f) such other documents, instruments, and certificates as the Underwriter has reasonably requested in connection with the closing of the Offering.
Section 3. Registration Statement and Prospectus Supplement Status
Each of the undersigned hereby certifies as follows with respect to the Registration Statement and the prospectus supplement relating to the Offering:
(a) The Registration Statement on Form F-3 (File No. 333-278415; CIK 0001923487) (the "Registration Statement"), originally filed by the Company with the Securities and Exchange Commission (the "SEC") on August 29, 2025, and declared effective by the SEC on September 22, 2025, remains effective as of the Closing Date and has not been amended or supplemented since its effective date, except as described herein and in the prospectus supplement.
(b) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been initiated or, to the knowledge of the undersigned after due inquiry, threatened by the SEC. No notice of objection of the SEC to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act of 1933, as amended (the "Securities Act"), has been received by the Company.
(c) The prospectus supplement relating to the Offering (together with the base prospectus forming a part of the Registration Statement, the "Prospectus") was filed, or will have been timely filed, with the SEC pursuant to Rule 424(b)(7) under the Securities Act on or before March 13, 2026, within the time period required by Rule 424(b) and in accordance with Section 5(b) of the Securities Act.
(d) No order preventing or suspending the use of the prospectus supplement or the base prospectus has been issued by the SEC, and no proceedings for that purpose have been initiated or, to the knowledge of the undersigned, threatened by the SEC.
(e) Following the completion of the Offering, the remaining shelf capacity under the Registration Statement is approximately $702,000,000, calculated as the $750,000,000 of aggregate offering price of securities remaining available for issuance under the Registration Statement immediately prior to the Offering, less the $48,000,000 aggregate offering price of the Shares sold in the Offering. This calculation is provided for informational purposes and is subject to adjustment based on the final terms of the Offering and any applicable SEC interpretive guidance.
Section 4. No Material Adverse Effect
Each of the undersigned hereby certifies that, since December 31, 2025 (the date of the most recent audited consolidated financial statements of the Company incorporated by reference in the Registration Statement and the Prospectus, as set forth in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026 (the "Annual Report")), there has been no Material Adverse Effect (as such term is defined in Section 1 of the Block Trade Agreement) on the business, properties, financial condition, results of operations, or prospects of the Company and its subsidiaries, taken as a whole.
For the avoidance of doubt, the term "Material Adverse Effect" as used herein has the meaning set forth in the Block Trade Agreement, which includes any change, effect, event, occurrence, development, or state of circumstances that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, financial condition, results of operations, or prospects of the Company and its subsidiaries, taken as a whole, or (ii) the ability of the Company to perform its obligations under the Block Trade Agreement or to consummate the transactions contemplated thereby, subject to the customary exclusions set forth in the Block Trade Agreement (including, without limitation, changes in general economic or market conditions, changes affecting the media and entertainment industry generally, and changes resulting from the announcement of the Offering).
Each of the undersigned further certifies that, as of the Closing Date, no event or circumstance has occurred that would reasonably be expected to result in a Material Adverse Effect.
Section 5. Absence of Certain Events
To the knowledge of the undersigned, after due inquiry, since the date of the Block Trade Agreement (March 12, 2026) and through and including the Closing Date:
(a) No Material Litigation. No material litigation, arbitration, or governmental investigation or proceeding has been instituted, is pending, or, to the knowledge of the undersigned, has been threatened against the Company or any of its subsidiaries, or against any officer, director, or employee of the Company or any of its subsidiaries in their capacities as such, that is not disclosed in the Registration Statement or the Prospectus. For the purposes of this subsection (a), "material" refers to any claim, action, suit, proceeding, or investigation that, if determined adversely, would reasonably be expected to result in a liability to the Company and its subsidiaries, taken as a whole, in excess of $5,000,000, or that would otherwise be required to be disclosed pursuant to Item 8.A.7 of Form 20-F.
(b) No Material Change in Capitalization. There has been no material change in the Company's capitalization from that set forth in the Registration Statement and the Prospectus. As of the Closing Date, the total number of ordinary shares of the Company issued and outstanding is 94,600,000. No new shares are being issued by the Company in connection with the Offering, which is entirely a secondary sale by the Selling Shareholder of Shares previously issued and outstanding. The Company has not issued, sold, or granted any ordinary shares, options, warrants, convertible securities, or other rights to acquire ordinary shares since the date of the Block Trade Agreement, other than pursuant to the Company's existing equity incentive plans in the ordinary course of business and as previously disclosed in the Registration Statement and the Prospectus.
(c) No Nasdaq Non-Compliance. The Company has not received any notification from the Nasdaq Stock Market LLC ("Nasdaq") regarding any non-compliance with any applicable listing standards or listing rules, or any contemplated delisting action with respect to the Company's ordinary shares. The Company's ordinary shares continue to be listed and traded on the Nasdaq Global Select Market under the ticker symbol "AGMG," and the Company is in compliance with all applicable continued listing requirements of Nasdaq.
Section 6. Accuracy of Disclosure Documents
To the knowledge of the undersigned, the Registration Statement (including all documents incorporated by reference therein, including, without limitation, the Annual Report, the Company's Reports on Form 6-K furnished to the SEC, and the financial statements and notes thereto included or incorporated by reference in the Registration Statement and the Prospectus), as of the date of its effectiveness and as of the Closing Date, did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.
To the knowledge of the undersigned, the Prospectus (including the base prospectus and the prospectus supplement), as of the date of its filing with the SEC and as of the Closing Date, did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
The Company's financial results for the fourth quarter and fiscal year ended December 31, 2025 were publicly released by way of a press release furnished to the SEC on Form 6-K on February 27, 2026, and the Annual Report on Form 20-F for the fiscal year ended December 31, 2025, containing the Company's complete audited consolidated financial statements and management's discussion and analysis of financial condition and results of operations, was filed with the SEC on February 28, 2026. Each of the undersigned confirms that, as of the Closing Date, there is no material non-public information ("MNPI") regarding the Company or its subsidiaries that is not reflected in the Registration Statement, the Prospectus, or the documents incorporated by reference therein. The Company is current in all of its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and has timely filed or furnished all reports, schedules, forms, statements, and other documents required to be filed or furnished by it with the SEC.
Section 7. Foreign Private Issuer Status
Each of the undersigned hereby confirms that the Company qualifies as a "foreign private issuer" as such term is defined in Rule 3b-4 under the Exchange Act, and that such status has not changed since the date of the Block Trade Agreement. The Company has performed its most recent annual assessment of its foreign private issuer status as required by Rule 3b-4(c) under the Exchange Act, as of the last business day of its most recently completed second fiscal quarter, and determined that it continues to satisfy the requirements for foreign private issuer status. The Company is eligible to file annual reports on Form 20-F and to furnish current reports on Form 6-K with the SEC, and the Registration Statement was filed on Form F-3 in reliance upon such foreign private issuer status.
Section 8. Reliance; No Personal Liability
This Certificate is being delivered solely for the benefit of Meridian Zanthor & Co. in connection with the closing of the Offering and pursuant to the requirements of Section 6(e) of the Block Trade Agreement. This Certificate may be relied upon by the Underwriter, and by Hargreaves Finch LLP, counsel to the Underwriter, in connection with the closing of the Offering and the rendering of any legal opinion or negative assurance letter required to be delivered in connection therewith. This Certificate shall not be relied upon by, and shall not confer any rights or benefits upon, any other person or entity without the prior written consent of the Company.
The certifications, representations, and statements contained herein are made by each of the undersigned solely in his or her official capacity as an officer of the Company and not in his or her individual or personal capacity. Neither of the undersigned shall have any personal liability hereunder, and the Underwriter and its counsel shall have no recourse against the undersigned in their individual or personal capacities in respect of any of the certifications, representations, or statements made herein. The sole recourse of the Underwriter in respect of this Certificate shall be against the Company, subject in all respects to the terms and conditions of the Block Trade Agreement, including, without limitation, the indemnification and contribution provisions set forth therein.
[Remainder of page intentionally left blank; signature page follows]
SIGNATURE PAGE TO OFFICER'S CERTIFICATE
IN WITNESS WHEREOF, each of the undersigned has executed this Officer's Certificate as of the date first written above, in his or her capacity as an officer of the Company and not in his or her individual capacity.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Marcus Halford
Title: Chief Executive Officer
Date: March 16, 2026
By: ________
Name: Elena Marchetti
Title: Chief Financial Officer
Date: March 16, 2026
Company Information:
Aurelius Global Media Group PLC 45 Broadwick Street London W1F 9BN United Kingdom EIN: 98-1437625 Companies House Registration No.: 10458329

OFFICER'S CERTIFICATE OF AURELIUS GLOBAL MEDIA GROUP PLC

RECITALS

SIGNATURE PAGE TO OFFICER'S CERTIFICATE

AURELIUS GLOBAL MEDIA GROUP PLC

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