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1017-00001 · Client 1017 · Closing
transfer-agent-instruction-letter.docx DOCUMENT Capital Markets
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AURELIUS GLOBAL MEDIA GROUP PLC 45 Broadwick Street London W1F 9BN United Kingdom

Companies House No. (England & Wales): 10458329

March 16, 2026

Continental Hollowell Asset Advisors

Attn: Lisa Harmon, Vice President, Corporate Actions

17 Ashbury Asset Advisors New York, NY 10004

Re: Transfer of 1,500,000 Ordinary Shares of Aurelius Global Media Group PLC (CUSIP G0583R 107; ISIN GB00BKZM4P19; Nasdaq Ticker: AGMG) — Block Secondary Offering

Dear Ms. Harmon:

Authorization and Context

As you are aware, Continental Hollowell Asset Advisors ("Continental Northern" or the "Transfer Agent") serves as the duly appointed transfer agent and registrar for the ordinary shares, par value £0.10 per share (the "Ordinary Shares"), of Aurelius Global Media Group PLC, a public limited company incorporated and registered under the laws of England and Wales ("Aurelius," the "Company," or the "Issuer"). We are writing to you in your capacity as Transfer Agent in connection with the matters described below and to provide you with the transfer instructions necessary to effectuate the settlement of a registered block secondary offering.

Aurelius is writing in connection with a registered block secondary offering of 1,500,000 Ordinary Shares (the "Shares") by Crestwood Venture Partners III, L.P., a Delaware limited partnership (the "Selling Shareholder"). The Selling Shareholder is an existing shareholder of the Company and is conducting this offering as a secondary sale of previously issued Ordinary Shares. Aurelius is not itself selling any Ordinary Shares in this offering, and no new Ordinary Shares are being issued in connection with the transaction.

The offering is being conducted pursuant to the Block Trade Agreement dated March 12, 2026 (the "Block Trade Agreement"), among Crestwood Venture Partners III, L.P. (as Selling Shareholder), Meridian Zanthor & Co. (as Underwriter and Sole Bookrunner) (the "Underwriter"), and Aurelius Global Media Group PLC (as Issuer). The Block Trade Agreement sets forth the terms and conditions under which the Underwriter has agreed to purchase the Shares from the Selling Shareholder for resale to the public.

The offering is being made pursuant to a prospectus supplement (the "Prospectus Supplement") filed with the United States Securities and Exchange Commission (the "SEC") under Rule 424(b)(7) of the Securities Act of 1933, as amended (the "Securities Act"). The Prospectus Supplement supplements the base prospectus (the "Base Prospectus") forming part of Aurelius's effective shelf registration statement on Form F-3 (Registration No. 333-278415) (the "Registration Statement"), which was declared effective by the SEC on September 22, 2025. The Shares have been duly registered for resale under the Registration Statement and are freely transferable in accordance with applicable law.

The closing and settlement date for this offering is March 16, 2026, which represents the second business day following the pricing date of March 12, 2026, consistent with standard T+2 settlement conventions.

Instruction — Transfer of Shares

Aurelius hereby irrevocably instructs and authorizes Continental Hollowell Asset Advisors, as Transfer Agent and Registrar for the Ordinary Shares, to facilitate the book-entry delivery and transfer of 1,500,000 Ordinary Shares (CUSIP G0583R 107) from the account of the Selling Shareholder, Crestwood Venture Partners III, L.P., held through the Selling Shareholder's Depository Trust Company ("DTC") participant account, to the DTC participant account of Meridian Zanthor & Co. (as Underwriter and Sole Bookrunner), in accordance with the terms and conditions set forth herein.

The transfer of the Shares shall be effected through the facilities of The Depository Trust Company ("DTC") in accordance with DTC's customary settlement procedures for the delivery and settlement of securities transactions. The Transfer Agent is hereby instructed to take all actions reasonably necessary to facilitate the settlement of the transfer through DTC, including coordinating with DTC and its participants as required to complete the book-entry transfer in a timely manner on the settlement date.

The Shares are to be delivered free and clear of any and all legends, restrictive notations, stop-transfer instructions, lock-up indicators, or other restrictions on transfer of any kind. No restrictive legend, stop-transfer order, or other restriction applies to the Shares, which have been duly registered for resale under the Registration Statement on Form F-3 (Registration No. 333-278415) and are freely transferable without restriction under the Securities Act and the rules and regulations promulgated thereunder. To the extent that any stop-transfer instructions, legends, or restrictive notations have previously been placed on the Shares or on the records of the Transfer Agent with respect to the Shares, the Transfer Agent is hereby instructed to remove any and all such restrictions, legends, or notations in connection with the transfer contemplated hereby.

Settlement Condition

The transfer described above should be effected upon Continental Hollowell Asset Advisors's receipt of confirmation that settlement funds in the aggregate amount of Forty-Eight Million United States Dollars ($48,000,000.00) — representing 1,500,000 Ordinary Shares at the public offering price of $32.00 per share — have been received through DTC's delivery-versus-payment ("DVP") settlement process. The Transfer Agent shall not release or deliver the Shares to the Underwriter's DTC participant account until such time as the Transfer Agent has received satisfactory confirmation that the corresponding payment has been received and settled through DTC's DVP mechanism.

Settlement is expected to occur on March 16, 2026, which is T+2 from the pricing date of March 12, 2026, in accordance with customary settlement timelines for registered secondary offerings of equity securities on the Nasdaq Global Select Market.

Share Details

For your reference, the following table summarizes the relevant details of the Shares to be transferred:

Post-Transfer Confirmation

Following the completion of the transfer described herein, the total number of Ordinary Shares of Aurelius Global Media Group PLC issued and outstanding will remain 94,600,000 Ordinary Shares. As noted above, no new Ordinary Shares are being issued in connection with this secondary offering; the transaction involves solely the sale and transfer of existing Ordinary Shares by the Selling Shareholder to the Underwriter for resale to the public.

Following the completion of the transfer, Crestwood Venture Partners III, L.P. will hold 2,750,000 Ordinary Shares, representing the remaining balance of its position in the Company after giving effect to the sale of the 1,500,000 Shares in the offering.

We respectfully request that Continental Hollowell Asset Advisors provide prompt written confirmation of the completion of the transfer to each of the following parties:

(a) Aurelius Global Media Group PLC, Attn: Jonathan Pryce-Harlow, General Counsel & Company Secretary, 45 Broadwick Street, London W1F 9BN, United Kingdom (email: j.pryce-harlow@aureliusmedia.com); and

(b) Calderwood & Harkness LLP, Attn: Brendan Walsh, One Liberty Plaza, 50th Floor, New York, NY 10006 (email: bwalsh@calderwoodharkness.com).

Such confirmation should include, at a minimum, the DTC transaction confirmation numbers, the number of Shares transferred, the identities of the transferor and transferee DTC participant accounts, and the date and time at which the transfer was completed through DTC's facilities.

Representations and Authority

Aurelius represents and warrants to Continental Hollowell Asset Advisors that this instruction letter has been duly authorized by the Issuer and is being delivered pursuant to the Issuer's obligations under the Block Trade Agreement dated March 12, 2026, among Crestwood Venture Partners III, L.P. (as Selling Shareholder), Meridian Zanthor & Co. (as Underwriter and Sole Bookrunner), and Aurelius Global Media Group PLC (as Issuer), as well as pursuant to the obligations of the Issuer under the Registration Rights Agreement dated June 14, 2021 (the "Registration Rights Agreement"), between Aurelius and Crestwood Venture Partners III, L.P. The instructions set forth herein are consistent with the terms and conditions of both the Block Trade Agreement and the Registration Rights Agreement.

The undersigned, Jonathan Pryce-Harlow, in his capacity as General Counsel & Company Secretary of Aurelius Global Media Group PLC, is duly authorized to execute this letter and to provide the instructions contained herein on behalf of the Company. No further corporate authorization, board resolution, or third-party consent is required in connection with the delivery of these instructions.

Indemnification of Transfer Agent

Aurelius hereby agrees to indemnify, defend, and hold harmless Continental Hollowell Asset Advisors and its officers, directors, employees, agents, and affiliates from and against any and all losses, claims, damages, liabilities, costs, or expenses (including, without limitation, reasonable attorneys' fees and expenses) arising out of, resulting from, or in connection with Continental Hollowell Asset Advisors's compliance with or reliance upon the instructions set forth in this letter; provided, however, that the foregoing indemnification obligation shall not apply to the extent that any such losses, claims, damages, liabilities, costs, or expenses are determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted directly from Continental Hollowell Asset Advisors's own gross negligence or willful misconduct in the performance of its duties as Transfer Agent. This indemnification shall survive the completion of the transfer contemplated hereby and shall be in addition to, and not in limitation of, any indemnification obligations of the Company set forth in the Transfer Agency Agreement between the Company and Continental Hollowell Asset Advisors

Contact Information

For any questions regarding this letter, the instructions contained herein, or the transfer of the Shares, please do not hesitate to contact any of the following individuals:

(a) Jonathan Pryce-Harlow, General Counsel & Company Secretary, Aurelius Global Media Group PLC, 45 Broadwick Street, London W1F 9BN, United Kingdom; Tel: +44 (0)20 7946 0958; Email: j.pryce-harlow@aureliusmedia.com;

(b) Brendan Walsh, Partner, Calderwood & Harkness LLP (Issuer's U.S. counsel), One Liberty Plaza, 50th Floor, New York, NY 10006; Tel: +1 (212) 558-4000; Email: bwalsh@calderwoodharkness.com; C&H Matter Number: 04781.00026; and

(c) Samantha Reeves, Managing Director, Equity Capital Markets, Meridian Zanthor & Co. (Underwriter contact), 399 Park Avenue, 22nd Floor, New York, NY 10022; Tel: +1 (212) 902-1000; Email: samantha.reeves@meridiansachs.com.

We thank Continental Hollowell Asset Advisors for its prompt attention to this matter and for its continued service as Transfer Agent and Registrar for the Ordinary Shares of Aurelius Global Media Group PLC. We look forward to receiving your confirmation of the completion of the transfer at your earliest convenience.

Very truly yours,

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Jonathan Pryce-Harlow

Title: General Counsel & Company Secretary

Date: March 16, 2026

cc:

Crestwood Venture Partners III, L.P.

Attn: Priya Nandakumar, Chief Financial Officer, Crestwood Capital Management LLC

200 Clarendon Street, Suite 3100 Boston, MA 02116

Meridian Zanthor & Co.

Attn: Samantha Reeves, Managing Director, Equity Capital Markets

399 Park Avenue, 22nd Floor New York, NY 10022

Calderwood & Harkness LLP

Attn: Theodore Langston / Brendan Walsh

One Liberty Plaza, 50th Floor New York, NY 10006

Whitford & Dane LLP

Attn: Gregory Whitford

100 Federal Street, Suite 2800 Boston, MA 02110

Hargreaves Finch LLP

Attn: Catherine Yuen

600 Third Avenue, 31st Floor New York, NY 10016

ItemDetail
Description of SecuritiesOrdinary shares, par value £0.10 per share, of Aurelius Global Media Group PLC
CUSIPG0583R 107
ISINGB00BKZM4P19
Nasdaq Global Select Market Ticker SymbolAGMG
Number of Shares to be Transferred1,500,000
Public Offering Price per Share$32.00
Aggregate Settlement Amount$48,000,000.00
Transferor (Selling Shareholder)Crestwood Venture Partners III, L.P.
Transferor Address200 Clarendon Street, Suite 3100, Boston, MA 02116
Transferor EIN84-3291056
Transferee (Underwriter / Sole Bookrunner)Meridian Zanthor & Co.
Transferee Address399 Park Avenue, 22nd Floor, New York, NY 10022
Settlement DateMarch 16, 2026
Registration StatementForm F-3, Registration No. 333-278415