1017-00001 · Client 1017 · Closing

sc-corporate-validity-opinion.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP One Liberty Plaza, 50th Floor New York, NY 10006 United States of America

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

March 16, 2026

Meridian Zanthor & Co. 399 Park Avenue, 22nd Floor New York, NY 10022 United States of America

Attention: Samantha Reeves, Managing Director, Equity Capital Markets

Re: block Secondary Offering of 1,500,000 Ordinary Shares of Aurelius Global Media Group PLC by Crestwood Venture Partners III, L.P.

Ladies and Gentlemen:

We have acted as United States counsel to Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales (the "Company" or the "Issuer"), with its registered office at 45 Broadwick Street, London W1F 9BN, United Kingdom, and its ordinary shares listed on the Nasdaq Global Select Market under the ticker symbol "AGMG," in connection with the transactions described herein. This opinion letter (this "Opinion") is delivered to Meridian Zanthor & Co. (the "Underwriter") pursuant to Section 6(a)(iii) of the Block Trade Agreement, dated March 12, 2026 (the "Agreement"), among the Underwriter, Crestwood Venture Partners III, L.P., a Delaware limited partnership (the "Selling Shareholder"), and the Company, as a condition to the closing of the transactions contemplated thereby.

The Agreement relates to the offer and sale by the Selling Shareholder of 1,500,000 ordinary shares, par value £0.10 per share, of the Company (the "Shares"), at a public offering price of $32.00 per share (before underwriting discounts and commissions). The Shares represent issued and outstanding ordinary shares held by the Selling Shareholder, and the offering does not involve the issuance of any new shares by the Company.

The Shares are registered under the Company's Registration Statement on Form F-3 (File No. 333-278415), initially filed with the Securities and Exchange Commission (the "SEC") on August 29, 2025, and declared effective by the SEC on September 22, 2025 (as amended or supplemented from time to time, the "Registration Statement"), and the related base prospectus forming a part thereof (the "Base Prospectus"), as supplemented by the prospectus supplement dated March 12, 2026, filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the "Securities Act"), on March 13, 2026 (the "Prospectus Supplement" and, together with the Base Prospectus, the "Prospectus").

Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Agreement.

I. DOCUMENTS EXAMINED AND RELIANCES

A. Documents Reviewed

In connection with the preparation and delivery of this Opinion, we have examined executed originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Agreement, executed at 4:15 PM Eastern Time on March 12, 2026, by and among the Underwriter, the Selling Shareholder, and the Company, together with all schedules, exhibits, and annexes thereto;

2. The Registration Statement on Form F-3 (File No. 333-278415) filed with the SEC on August 29, 2025 and declared effective on September 22, 2025, including all exhibits thereto and all documents incorporated by reference therein as of the date hereof;

3. The Base Prospectus forming part of the Registration Statement;

4. The Prospectus Supplement dated March 12, 2026, filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act on March 13, 2026;

5. 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, including all exhibits thereto and all documents incorporated by reference therein (the "Annual Report");

6. The Registration Rights Agreement, dated as of June 14, 2021, by and among the Company, the Selling Shareholder, and the other parties named therein (the "Registration Rights Agreement"), pursuant to which the Company agreed, among other things, to certain registration obligations with respect to the ordinary shares held by the Selling Shareholder and the other holders party thereto;

7. The Certificate of Incorporation (being the certificate of incorporation on change of name dated September 3, 2018) and the Articles of Association of the Company, as currently in effect, each as certified by the Company Secretary on March 15, 2026 (collectively, the "Constitutional Documents");

8. A Certificate of Registration of the Company issued by Companies House (Companies House No. 10458329), dated March 14, 2026, confirming the continued registration of the Company;

9. The Officer's Certificate dated March 16, 2026 (the "Officer's Certificate"), executed by Marcus Halford, Chief Executive Officer, and Elena Marchetti, Chief Financial Officer, of the Company, certifying as to certain factual matters relevant to this Opinion, including, without limitation, the accuracy and completeness of the Constitutional Documents, the continued good standing of the Company, the absence of any pending or threatened proceedings before any governmental authority relating to the Registration Statement, and the absence of any material breach or default under the agreements reviewed by us;

10. Resolutions of the Board of Directors of the Company, adopted at a duly convened meeting held on March 10, 2026, and certified by the Company Secretary on March 15, 2026, authorizing the execution, delivery, and performance of the Agreement and the Issuer's cooperation obligations in connection with the offering of the Shares by the Selling Shareholder (the "Board Resolutions");

11. The Lock-Up Agreement, dated March 12, 2026, executed by the Selling Shareholder in favor of the Underwriter, pursuant to which the Selling Shareholder has agreed, subject to the exceptions set forth therein, not to sell, transfer, or otherwise dispose of any ordinary shares of the Company for a period of ninety (90) days following the date of the Prospectus Supplement (the "Lock-Up Agreement"); and

12. Such other documents, records, certificates, instruments, and matters of law as we have deemed necessary or appropriate for purposes of rendering this Opinion.

The documents listed in clauses (1) through (12) above, together with all certificates, instruments, and other materials reviewed in connection herewith, are collectively referred to herein as the "Reviewed Documents."

B. Factual Certificates and Reliances

In rendering the opinions set forth herein, we have relied, without independent investigation or verification, upon the following:

(a) Certificates and representations of officers and directors of the Company, including the Officer's Certificate, as to certain factual matters material to the opinions expressed herein. We have not independently verified the accuracy or completeness of any such certificate or representation and have assumed for purposes of this Opinion that all such certificates and representations are true, correct, and complete in all material respects as of the date hereof.

(b) A certificate from Jonathan Pryce-Harlow, General Counsel and Company Secretary of the Company, dated March 15, 2026 (the "Secretary's Certificate"), as to various factual and corporate matters, including the due adoption and continued effectiveness of the Constitutional Documents, the adoption and continued effectiveness of the Board Resolutions, the incumbency and authority of the officers and directors of the Company who have executed documents reviewed by us, and the absence of any amendments to the Constitutional Documents since the date of the most recent certified copies provided to us.

(c) Records maintained by Companies House (Companies House No. 10458329) as to the due incorporation, continued registration, and active status of the Company under the laws of England and Wales. We have assumed that such records are accurate and up-to-date as of the date hereof and that no filings, orders, or actions have been submitted, entered, or taken since the date of our most recent search of such records that would affect the accuracy of the opinions set forth herein.

(d) We have assumed the genuineness of all signatures on all documents examined by us, the legal capacity of all natural persons executing documents, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as facsimile, electronic, or photostatic copies.

(e) We have assumed that each party to the Agreement and each other Reviewed Document (other than the Company) has the requisite legal capacity, power, and authority to execute, deliver, and perform its respective obligations under such documents, that such execution, delivery, and performance have been duly authorized by all necessary action on the part of such parties, and that such documents have been duly executed and delivered by such parties.

C. Scope of Laws Covered

The opinions expressed herein are limited solely to the following bodies of law, and we express no opinion with respect to any other laws or the laws of any other jurisdiction:

(i) the federal laws of the United States of America, including, without limitation, the Securities Act and the rules and regulations of the SEC promulgated thereunder;

(ii) the laws of the State of New York; and

(iii) the laws of the State of Delaware (including the Delaware Revised Uniform Limited Partnership Act, solely to the extent relevant to the characterization of the Selling Shareholder as a limited partnership).

We note that the Agreement is governed by and construed in accordance with the laws of the State of Delaware, as specified in Section 14 thereof.

As to all matters governed by the laws of England and Wales, including, without limitation, the due incorporation, valid existence, and corporate power and authority of the Company, the valid issuance, full payment, and non-assessable status of the Shares, and the interpretation of the Constitutional Documents, we have relied exclusively upon the opinion of Ashford & Pemberton LLP, solicitors to the Company under the laws of England and Wales, dated the date hereof and addressed to us and, with the consent of Ashford & Pemberton LLP, to the Underwriter (the "English Law Opinion"). We express no opinion with respect to the laws of England and Wales except to the extent that we have expressly indicated our reliance on the English Law Opinion or the Secretary's Certificate in connection with the specific opinions set forth below.

We express no opinion as to any laws other than those specified in clauses (i), (ii), and (iii) above, and we note that we are not admitted to practice law in England and Wales or in any jurisdiction outside the United States of America.

II. OPINIONS

Based upon and subject to the foregoing, and subject further to the qualifications, assumptions, and limitations set forth in Section III below, we are of the opinion that:

Opinion 1: Due Incorporation and Valid Existence

The Company is duly incorporated and validly existing as a public limited company under the laws of England and Wales. In rendering this opinion, we have relied exclusively upon the records of Companies House (Companies House No. 10458329), the Secretary's Certificate, and the English Law Opinion. Based upon such reliance, and based upon our review of the Certificate of Registration referred to in Section I(A)(8) above, we are of the opinion that the Company is in good standing under the laws of England and Wales or, to the extent that the concept of "good standing" is not recognized under English law, that the Company is not subject to any winding-up order, administration order, striking-off action, or other proceedings before the Registrar of Companies, any court of competent jurisdiction, or any other governmental authority in England and Wales that would impair its existence as a public limited company. We note that our conclusion in this regard is based solely upon the English Law Opinion and the Companies House records as of the most recent date of our search, and we assume no obligation to update this opinion to reflect any changes that may occur after the date hereof.

Opinion 2: Corporate Power and Authority

The Company has the requisite corporate power and authority under its Constitutional Documents and applicable law to execute and deliver the Agreement and to perform its obligations thereunder, including, without limitation, the Company's obligations to cooperate with the Selling Shareholder and the Underwriter in connection with the offering and sale of the Shares as contemplated by the Agreement and the Registration Rights Agreement dated June 14, 2021. Such cooperation obligations include, without limitation, the Company's obligations to (a) maintain the effectiveness of the Registration Statement, (b) file the Prospectus Supplement with the SEC, (c) deliver officer's certificates, legal opinions, comfort letters, and other customary closing deliverables in connection with the offering, and (d) make available such information and personnel as may be reasonably requested by the Underwriter in connection with its due diligence review.

The Company further has the requisite corporate power and authority to file and maintain the Registration Statement on Form F-3 and to file the Prospectus Supplement with the SEC, and to deliver all closing deliverables contemplated by Section 6 of the Agreement. In rendering this opinion, we have relied upon the Constitutional Documents, the Board Resolutions, the Secretary's Certificate, and the English Law Opinion.

Opinion 3: Due Authorization, Execution, and Delivery

The execution, delivery, and performance of the Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, the adoption of the Board Resolutions by the Board of Directors at its meeting held on March 10, 2026, at which a quorum was present and acting throughout. No further corporate action on the part of the Company, including any action by the shareholders of the Company, is required in connection with the execution, delivery, or performance of the Agreement or the consummation of the transactions contemplated thereby.

The Agreement has been duly executed and delivered by the Company. In rendering this opinion, we have reviewed the executed signature pages of the Agreement and have confirmed that such signature pages were executed by authorized officers of the Company in accordance with the Board Resolutions and the Constitutional Documents.

Opinion 4: Enforceability

The Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the qualifications set forth in Section III(A) below. We note that our enforceability opinion is limited to the Agreement and does not extend to any other agreement or instrument to which the Company is a party, including the Registration Rights Agreement or the Lock-Up Agreement (neither of which was executed by the Company).

Opinion 5: Valid Issuance of Shares

The 1,500,000 ordinary shares, par value £0.10 per share (CUSIP G0583R 107; ISIN GB00BKZM4P19), to be sold by the Selling Shareholder pursuant to the Agreement have been validly issued, are fully paid, and are non-assessable (to the extent that the concept of "non-assessable" is applicable under the laws of England and Wales, as further qualified in Section III(C) below). In rendering this opinion, we have relied upon the English Law Opinion, the Secretary's Certificate, the Officer's Certificate, and the records of the Company's registrar and transfer agent.

The Shares are listed on the Nasdaq Global Select Market under the ticker symbol "AGMG" and are evidenced by American Depositary Receipts or held in book-entry form through the facilities of The Depository Trust Company, as applicable. The Shares were originally issued in connection with the conversion of the Company's Series C preferred shares upon the completion of the Company's initial public offering on the Nasdaq Global Select Market in September 2021 and have been outstanding and fully paid since that time. No further action on the part of the Company, the Selling Shareholder, or any other person is required to effect the valid transfer of the Shares from the Selling Shareholder to the purchasers thereof in the offering contemplated by the Agreement.

Opinion 6: Registration Statement Effectiveness and No Stop Order

The Registration Statement on Form F-3 (File No. 333-278415), filed with the SEC on August 29, 2025, has been declared effective by the SEC under the Securities Act as of September 22, 2025, and, to our knowledge, remains effective as of the date hereof. To our knowledge, as of the date and time of this Opinion, 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 threatened by the SEC.

The Prospectus Supplement relating to the Shares, dated March 12, 2026, was timely filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act on March 13, 2026, within the time period required by such rule. We have confirmed the filing of the Prospectus Supplement through a review of the SEC's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") as of the date hereof.

Opinion 7: No Violation / No Conflict

The execution, delivery, and performance of the Agreement by the Company, and the consummation of the transactions contemplated thereby (including the Company's cooperation obligations in connection with the offering and sale of the Shares by the Selling Shareholder), do not and will not:

(a) violate or conflict with any provision of the Certificate of Incorporation or Articles of Association (or equivalent constitutional documents) of the Company as currently in effect;

(b) violate any applicable statute, law, rule, or regulation of the United States of America, the State of New York, or the State of Delaware that is known to us to be applicable to the Company or the transactions contemplated by the Agreement; or

(c) result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time or both, would constitute a default) under, or result in the creation of any lien or encumbrance upon any of the assets or properties of the Company pursuant to, any agreement, indenture, mortgage, deed of trust, credit facility, loan agreement, or other instrument that is known to us to be binding upon the Company or any of its material subsidiaries,

that, in each case of clauses (a), (b), and (c) above, would have a material adverse effect on the Company's ability to consummate the transactions contemplated by the Agreement or to perform its obligations thereunder.

In rendering this opinion, we have relied upon the Officer's Certificate and the Secretary's Certificate with respect to the identification of material agreements binding upon the Company, and we have not undertaken any independent review of agreements to which the Company or its subsidiaries may be party beyond those identified in such certificates and listed as exhibits to the Registration Statement or the Annual Report.

Opinion 8: No Consents Required

No consent, approval, authorization, license, order, registration, qualification, or decree of, or filing with, any federal, state, or local governmental agency, authority, or body, or any court having jurisdiction over the Company or its properties, is required for the execution, delivery, and performance of the Agreement by the Company, or for the consummation of the transactions contemplated thereby, except for:

(a) the effectiveness of the Registration Statement under the Securities Act, which has been obtained;

(b) the filing of the Prospectus Supplement with the SEC pursuant to Rule 424(b)(7) under the Securities Act, which has been completed;

(c) such consents, approvals, authorizations, registrations, qualifications, or filings as may be required under applicable state securities or "blue sky" laws in connection with the purchase and distribution of the Shares by the Underwriter (as to which we express no opinion); and

(d) such additional consents, approvals, authorizations, registrations, qualifications, or filings as may have already been obtained or made as of the date hereof.

III. QUALIFICATIONS, ASSUMPTIONS, AND LIMITATIONS

The opinions expressed in Section II above are subject to the following qualifications, assumptions, and limitations:

A. Enforceability Qualifications

The opinion set forth in Opinion 4 above regarding the enforceability of the Agreement is subject to the following qualifications:

(i) The effect of bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), as amended, and applicable state insolvency laws;

(ii) The effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies (regardless of whether enforceability is considered in a proceeding in equity or at law);

(iii) The qualification that certain remedial, procedural, or other provisions of the Agreement, including, without limitation, provisions relating to indemnification, contribution, waivers of rights, acceleration, liquidated damages, or the payment of attorneys' fees, may be unenforceable in whole or in part under applicable law, but the inclusion of such provisions does not, in our opinion, render the Agreement invalid as a whole, and there exist in the Agreement, or under applicable law, legally adequate remedies for the practical realization of the principal rights and benefits intended to be provided to the Underwriter thereby; and

(iv) The qualification that we express no opinion as to the enforceability of any provision of the Agreement to the extent that such provision constitutes a waiver of any rights that cannot be waived under applicable law, including any waiver of the right to trial by jury, to the extent that such waiver is held to be unenforceable by a court of competent jurisdiction.

B. Assumptions. In addition to the assumptions set forth in Section I(B) above, the opinions expressed herein are based upon the following assumptions:

(a) Each party to each Reviewed Document (other than the Company) has all requisite legal power, authority, and capacity to execute, deliver, and perform its obligations under such document, and the execution, delivery, and performance of such document by such party have been duly authorized by all necessary action (corporate, partnership, or otherwise) on the part of such party.

(b) We have assumed the due authorization, execution, and delivery of the Agreement by the Selling Shareholder, acting through its general partner, Crestwood Capital Management LLC, a Delaware limited liability company, and by the Underwriter, Meridian Zanthor & Co. We have not reviewed the organizational documents, partnership agreement, or delegations of authority of the Selling Shareholder or its general partner, nor have we reviewed the organizational documents or corporate authorizations of the Underwriter, and we express no opinion with respect thereto.

(c) We have assumed that the Agreement constitutes a valid and binding obligation of each party thereto (other than the Company), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and equitable principles.

(d) We have assumed that no event has occurred, and no condition exists, since the date of the most recent Officer's Certificate, Secretary's Certificate, or Companies House record reviewed by us that would alter or affect the accuracy of the factual matters certified or reflected therein.

(e) We have assumed that all parties to the Agreement and the other Reviewed Documents have acted and will act in good faith and in accordance with the terms thereof.

C. Limitations on Scope

(a) This Opinion is limited to the bodies of law specified in Section I(C) above — namely, the federal laws of the United States of America, the laws of the State of New York, and the laws of the State of Delaware — and does not extend to the laws of any other jurisdiction, whether domestic or foreign. Without limiting the generality of the foregoing, we express no opinion as to the laws of any state of the United States other than the State of New York and the State of Delaware.

(b) As to all matters governed by the laws of England and Wales, we have relied exclusively upon the English Law Opinion delivered by Ashford & Pemberton LLP referenced in Section I(C) above, and we express no independent opinion with respect to such matters. We note that the Company is a public limited company incorporated under the laws of England and Wales and that the Shares are denominated in pounds sterling (par value £0.10 per share), and accordingly, certain concepts utilized in this Opinion, including the concept of "non-assessable" shares, may not have the same meaning under English law as under the laws of the States of New York or Delaware.

(c) This Opinion does not address, and we express no opinion with respect to, any matter relating to federal, state, local, or foreign tax laws or regulations (including, without limitation, the tax consequences of the offering and sale of the Shares to the Selling Shareholder, the Underwriter, or the purchasers thereof), antitrust or competition laws, environmental laws and regulations, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any other specialized regulatory regime, except to the extent that U.S. federal securities laws are expressly addressed herein.

(d) We express no opinion as to the "non-assessable" characterization of the Shares beyond the meaning of that term as it is commonly used in opinions rendered in connection with offerings of securities under U.S. federal securities laws. We note that the Company is a public limited company incorporated under the laws of England and Wales, with shares denominated in pounds sterling at a par value of £0.10 per share, and that the concept of assessability as understood under U.S. corporate law may not have a direct equivalent under English company law. To the extent that the "non-assessable" characterization requires any conclusion under the laws of England and Wales, we have relied upon the English Law Opinion.

(e) We express no opinion as to the compliance by any person with any applicable federal or state securities laws or regulations governing the purchase, sale, or distribution of the Shares, including any "blue sky" laws or regulations of any state of the United States, other than the federal laws of the United States (including the Securities Act and the Securities Exchange Act of 1934, as amended) to the extent expressly addressed herein.

D. Knowledge Qualifications

References in this Opinion to "our knowledge," "known to us," "to our knowledge," or words of similar import mean the actual, present, conscious knowledge of the attorneys at Calderwood & Harkness LLP who have devoted substantive legal attention to the matters addressed by this Opinion. Such attorneys are limited to:

• Theodore Langston, Partner — Responsible Partner for this engagement

• Vivienne St. Claire, Partner — Billing Partner for this engagement

• Brendan Walsh, Associate — Lead Associate for this engagement

• Natasha Forbes, Associate — Working Associate for this engagement

Such references do not include constructive knowledge, imputed knowledge, or knowledge that could be obtained through any investigation or inquiry beyond the scope of the review and examination described in Section I above. We have not undertaken any independent investigation or inquiry of any files, records, databases, dockets, or other sources of information maintained by any governmental authority, court, or agency (other than the review of publicly available records of the SEC through EDGAR and the records of Companies House as described herein) for purposes of this Opinion.

The Calderwood & Harkness LLP internal matter number assigned to this engagement is 04781.00026.

IV. USE AND RELIANCE

This Opinion is furnished to Meridian Zanthor & Co. solely in its capacity as Underwriter under the Agreement in connection with the offering and sale of the Shares contemplated thereby. This Opinion is rendered solely for the benefit of the Underwriter and may not be relied upon, quoted, cited, or referred to by any other person, firm, corporation, or entity, or for any other purpose, without our prior written consent in each instance, except that (a) Ashford & Pemberton LLP may rely upon this Opinion in connection with the delivery of the English Law Opinion, and (b) legal counsel to the Underwriter may rely upon this Opinion solely for purposes of confirming satisfaction of the closing conditions set forth in Section 6(a)(iii) of the Agreement.

This Opinion is rendered as of the date hereof and speaks only as of such date. We assume no obligation to update, revise, or supplement this Opinion to reflect any facts or circumstances that may hereafter come to our attention, any changes in applicable law (whether by legislation, judicial decision, regulatory action, or otherwise) that may hereafter occur, or any changes in the status, condition, operations, or affairs of the Company, the Selling Shareholder, or any other person that may hereafter take place, regardless of whether any such development would affect the opinions expressed herein.

This Opinion may be filed as an exhibit to a Current Report on Form 6-K furnished by the Company to the SEC, or otherwise as may be required under applicable securities laws, regulations, or stock exchange rules, and we hereby consent to such filing, provided that our consent to such filing shall not be deemed to constitute our consent to the use of our name in any other context or for any other purpose. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

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We are furnishing this Opinion to you in our capacity as United States counsel to the Company and not in any individual capacity. The opinions expressed herein are limited to the matters expressly set forth herein, and no opinion is to be inferred or implied beyond the matters expressly stated.

Very truly yours,