bring-down-due-diligence-memo.docx

1017-00001 · Client 1017 · Diligence

bring-down-due-diligence-memo.docx DOCUMENT Capital Markets

6 / 12 ← → ✕

ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED CONFIDENTIAL — NOT FOR DISTRIBUTION OUTSIDE CALDERWOOD & HARKNESS LLP This memorandum is a privileged and confidential communication prepared by attorneys at Calderwood & Harkness LLP in connection with their legal representation of Aurelius Global Media Group PLC. The contents of this memorandum are protected by the attorney-client privilege and the work product doctrine. Do not forward, copy, or distribute this memorandum, in whole or in part, without the prior written authorization of Theodore Langston, Responsible Partner, Capital Markets.

CALDERWOOD & HARKNESS LLP

MEMORANDUM

TO: Theodore Langston, Responsible Partner, Capital Markets Vivienne St. Claire, Billing Partner, Capital Markets

FROM: Brendan Walsh, Lead Associate, Capital Markets Natasha Forbes, Working Associate, Capital Markets

DATE: March 15, 2026

RE: Bring-Down Due Diligence Session — Block Secondary Offering of 1,500,000 Ordinary Shares of Aurelius Global Media Group PLC by Crestwood Venture Partners III, L.P.

MATTER NO.: 04781.00026

CLIENT: Aurelius Global Media Group PLC

Right-click to update Table of Contents

I. Purpose of Memorandum

This memorandum summarizes the bring-down due diligence session conducted on March 15, 2026 (one business day prior to the expected closing date of March 16, 2026) in connection with the registered block secondary offering (the "Offering") of 1,500,000 ordinary shares, par value £0.10 per share (the "Shares"), of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales (the "Company" or "Aurelius"), by Crestwood Venture Partners III, L.P., a Delaware limited partnership (the "Selling Shareholder" or "Crestwood VP III").

The bring-down due diligence session was conducted for two primary purposes. First, the session satisfies the due diligence closing deliverable obligations under the Block Trade Agreement dated March 12, 2026 (the "BTA") among the Company, the Selling Shareholder, and Meridian Zanthor & Co., a Delaware limited partnership acting as sole bookrunner and underwriter (the "Underwriter"). Second, and of equal importance, the session supports the delivery by Calderwood & Harkness LLP of (a) the 10b-5 negative assurance letter and (b) the corporate and validity opinion letter, each to be delivered to the Underwriter at the closing of the Offering on March 16, 2026. The session is designed to confirm that, as of a date proximate to closing, the disclosures in the offering documents remain materially accurate and complete and that no developments have occurred since the date of the most recently filed financial statements or the execution of the BTA that would be material to investors or that would prevent or impede the delivery of the required legal opinions and comfort letters.

The Offering involves an aggregate public offering price of $48,000,000 ($32.00 per ordinary share). The underwriting discount is $0.48 per share (representing 1.5% of the per share public offering price), resulting in aggregate underwriting compensation of $720,000. Net proceeds to the Selling Shareholder, after deduction of the underwriting discount, are expected to be $47,280,000. As this is a secondary offering, the Company (Aurelius) will not receive any proceeds from the sale of the Shares by the Selling Shareholder. The Shares are being offered pursuant to a shelf registration statement on Form F-3 previously declared effective by the U.S. Securities and Exchange Commission (the "SEC").

This memorandum is prepared for the internal working files of Calderwood & Harkness LLP and is not intended for delivery to the Company, the Underwriter, or any third party.

II. Session Logistics

A. Date and Time

The bring-down due diligence session was held on March 15, 2026, commencing at 10:00 AM Eastern Time and concluding at approximately 11:45 AM Eastern Time.

B. Format

The session was conducted via videoconference utilizing the Calderwood & Harkness LLP secure videoconference platform. All participants were able to view and hear one another throughout the duration of the session. No recording was made of the session. This memorandum constitutes the sole written record of the session prepared by Calderwood & Harkness LLP.

C. Participants

The following individuals participated in the bring-down due diligence session:

Aurelius Global Media Group PLC (Issuer / Company Management):

Meridian Zanthor & Co. (Sole Bookrunner / Underwriter):

Hargreaves Finch LLP (Underwriter's Counsel):

Calderwood & Harkness LLP (Issuer's Counsel):

Brendan Walsh served as moderator and principal questioner for Calderwood & Harkness LLP throughout the session. Catherine Yuen of Hargreaves Finch LLP posed supplemental questions on behalf of the Underwriter. Samantha Reeves of Meridian Zanthor posed targeted inquiries relating to listing, market, and settlement matters.

D. Baseline Documents Referenced

The following documents formed the baseline for the due diligence session and were referenced throughout the discussion:

1. Registration Statement on Form F-3 (File No. 333-278415), originally filed with the SEC on August 29, 2025, and declared effective by the SEC on September 22, 2025 (the "Registration Statement").

2. 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").

3. Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026 (the "Form 20-F" or the "Annual Report").

4. Block Trade Agreement dated March 12, 2026, executed at approximately 4:15 PM Eastern Time on March 12, 2026, among the Company, the Selling Shareholder, and the Underwriter (the "BTA").

5. Q4/FY 2025 Earnings Release, issued by the Company on February 27, 2026, via press release disseminated through BusinessWire (the "Earnings Release").

Each of these documents was previously reviewed by Calderwood & Harkness LLP in connection with the initial due diligence process, and the bring-down session was designed to identify any changes, developments, or new information arising since the dates of such documents.

III. Summary of Due Diligence Topics and Management Responses

A. Material Adverse Change / Material Adverse Effect

Brendan Walsh opened the substantive portion of the session by asking the Company's management whether, since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus Supplement — specifically, the audited consolidated financial statements for the fiscal year ended December 31, 2025, included in the Form 20-F filed with the SEC on February 28, 2026 — there had been any change, event, occurrence, condition, or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as that term is defined in the BTA) on the business, financial condition, operations, properties, assets, or results of operations of Aurelius and its consolidated subsidiaries, taken as a whole.

Marcus Halford, Chief Executive Officer, responded that there has been no material adverse change since December 31, 2025 — the date of the most recent audited financial statements — or since the February 28, 2026 filing date of the Form 20-F. Mr. Halford stated that, to his knowledge after due inquiry, no event, condition, or development has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company.

Elena Marchetti, Chief Financial Officer, supplemented Mr. Halford's response by confirming that the Company's financial condition and results of operations remain consistent in all material respects with those disclosed in the Form 20-F. Ms. Marchetti stated that there has been no material deterioration in revenue trends, customer base metrics, subscriber growth, advertiser demand, or any other operating metrics monitored by Company management. She further confirmed that no material write-downs, restructurings, asset impairments, goodwill impairments, or other non-recurring charges have been identified, recorded, or contemplated since the fiscal year end.

Ms. Marchetti also confirmed that business operations across the Company's three principal operating segments — (1) streaming content, (2) digital advertising, and (3) direct-to-consumer retail — continue to perform in line with internal management expectations and forecasts across the Company's 14 countries of operation. No segment has experienced any material adverse deviation from plan during the period from January 1, 2026 through the date of the session.

No additional follow-up questions were raised on this topic.

B. Accuracy of Financial Information

Catherine Yuen of Hargreaves Finch LLP asked Company management to confirm the accuracy and continued reliability of the key financial data incorporated by reference into the Registration Statement and the Prospectus Supplement, and to confirm that no restatement, revision, or correction has been made or is contemplated with respect to such financial data.

Elena Marchetti confirmed that the following consolidated financial data for the fiscal year ended December 31, 2025, as reported in the Form 20-F, remain accurate and complete in all material respects and have not been subject to any restatement, revision, reclassification, or correction since the date of filing:

Ms. Marchetti further confirmed that no subsequent events, as defined under IAS 10 Events After the Reporting Period (applicable to Aurelius given its reporting under International Financial Reporting Standards as issued by the International Accounting Standards Board), have occurred since December 31, 2025 that would require adjustment to, or disclosure as a supplement to, the audited consolidated financial statements included in the Form 20-F. Ms. Marchetti confirmed that she has consulted with the Company's external auditors, Pemberton & Associates LLP, and that the auditors have not identified any matter that would require modification of their audit report or any supplemental disclosure.

With respect to the auditor comfort letter process, Ms. Marchetti noted that Pemberton & Associates LLP (David Kingsley, CPA, Engagement Partner) delivered the initial comfort letter at the time of pricing on March 12, 2026, addressed to Meridian Zanthor & Co. as the Underwriter, in the form previously agreed among the parties. Ms. Marchetti confirmed that Pemberton & Associates is expected to deliver the bring-down comfort letter on March 16, 2026 (the closing date), also addressed to Meridian Zanthor & Co., updating the cutoff date and confirming no changes from the initial comfort letter. Calderwood & Harkness LLP will coordinate with Pemberton & Associates to confirm timely receipt of the bring-down comfort letter prior to closing.

No additional follow-up questions were raised on this topic.

C. Capitalization

Brendan Walsh asked Company management to confirm the Company's capitalization data as of the most recent practicable date and to address any changes to the Company's capitalization since the date of the most recently filed financial statements.

Elena Marchetti provided the following confirmation regarding the Company's capitalization:

• Shares outstanding as of December 31, 2025: 94,600,000 ordinary shares, par value £0.10 per share. This figure is consistent with the capitalization table set forth in the Form 20-F and the Prospectus Supplement.

• Changes since December 31, 2025: No ordinary shares have been issued, repurchased, or retired by the Company between December 31, 2025 and the date of the session. The total share count remains 94,600,000 ordinary shares as of March 15, 2026.

• Post-Offering share count: Following the completion of the Offering, total shares outstanding will remain 94,600,000 ordinary shares. Because this is a secondary offering in which the Selling Shareholder is selling existing ordinary shares, no new shares are being issued by the Company, and the outstanding share count is unaffected by the transaction.

• Selling Shareholder ownership: The Selling Shareholder, Crestwood Venture Partners III, L.P., holds 4,250,000 ordinary shares prior to the Offering, representing approximately 4.49% of the outstanding ordinary shares. Following the sale of 1,500,000 ordinary shares in the Offering, the Selling Shareholder will hold 2,750,000 ordinary shares, representing approximately 2.91% of the outstanding ordinary shares.

• Convertible securities, warrants, and options: No outstanding convertible securities, warrants, stock options, or other equity-linked instruments have been exercised, converted, or settled since the fiscal year end that would alter the ordinary share count in any material respect. Ms. Marchetti noted that the Company's equity incentive plan continues in effect, but no option exercises or restricted share unit vestings have occurred that have resulted in the issuance of shares since December 31, 2025.

• Market capitalization: Based on the 30-day volume-weighted average price (VWAP) of approximately $32.05 per ordinary share, the Company's market capitalization is approximately $3.03 billion.

No additional follow-up questions were raised on this topic.

D. Litigation and Proceedings

Brendan Walsh asked whether there are any pending, threatened, or contemplated litigation matters, arbitration proceedings, governmental investigations, regulatory actions, enforcement proceedings, or other legal proceedings involving the Company or any of its subsidiaries that have not been previously disclosed in the Registration Statement, the Prospectus Supplement, or the documents incorporated by reference therein, or that represent a material development in any matter previously disclosed.

Jonathan Pryce-Harlow, General Counsel and Company Secretary, confirmed that there is no material litigation pending against, or to the knowledge of management, threatened against, the Company or any of its subsidiaries as of the date of the session. Mr. Pryce-Harlow stated that he has conferred with divisional legal counsel in each of the Company's operating regions and that no material claims, actions, or proceedings have been brought or threatened since the filing of the Form 20-F.

Mr. Pryce-Harlow further confirmed the following:

• No governmental investigations, enforcement actions, or regulatory proceedings of any kind are pending against the Company or any of its subsidiaries, nor, to the knowledge of management after due inquiry, are any such proceedings threatened or contemplated by any governmental authority.

• No material claims, demands, notice letters, cease-and-desist letters, subpoenas, civil investigative demands, or similar communications have been received by the Company or any of its subsidiaries since the filing of the Form 20-F on February 28, 2026.

• The Company's directors and officers liability insurance policy, issued by Northgate Indemnity Corp. (Policy No. NGI-DO-2025-08841), with a policy period running from July 1, 2025 through June 30, 2026, remains in full force and effect. No claims have been made under the policy, and no circumstances have been reported to the insurer that could give rise to a claim.

No additional follow-up questions were raised on this topic.

E. Material Contracts and Related-Party Transactions

Catherine Yuen of Hargreaves Finch LLP asked whether the Company has entered into any material contracts or amendments thereto, or any related-party transactions, since the date of the Form 20-F that have not been disclosed in the Prospectus Supplement or the documents incorporated by reference therein.

Jonathan Pryce-Harlow confirmed the following:

• No new material contracts (as such term would be understood under Item 12 of Form 20-F and the definition of "material contract" in the BTA) have been entered into by the Company or any of its subsidiaries since the filing of the Form 20-F on February 28, 2026.

• No amendments, modifications, supplements, terminations, or waivers to any material contracts previously disclosed in the Form 20-F or in any prior SEC filing have been executed or agreed to by the Company or any of its subsidiaries since the filing of the Form 20-F.

• No related-party transactions (as such term is defined under IAS 24 Related Party Disclosures and as used in Item 7.B of Form 20-F) have been entered into by the Company or are contemplated by the Company that have not been previously disclosed.

• With respect to the Selling Shareholder relationship, Mr. Pryce-Harlow confirmed that the Registration Rights Agreement dated June 14, 2021 (the "Registration Rights Agreement"), between the Company and Crestwood Venture Partners III, L.P., remains the operative agreement governing the relationship between the parties in connection with the Offering. The current Offering constitutes demand registration number two (2) of three (3) permitted demand registrations under the Registration Rights Agreement. The terms of the Registration Rights Agreement have not been amended, modified, or supplemented since its execution. Mr. Pryce-Harlow noted that following the completion of this Offering, the Selling Shareholder will retain one (1) remaining demand registration right under the Registration Rights Agreement.

No additional follow-up questions were raised on this topic.

F. Registration Statement and SEC Matters

Brendan Walsh inquired regarding the current status of the Registration Statement on Form F-3 (File No. 333-278415) and the Company's recent communications, if any, with the SEC.

Jonathan Pryce-Harlow confirmed the following:

• The Registration Statement on Form F-3 (File No. 333-278415) was originally filed with the SEC on August 29, 2025, and was declared effective by the SEC on September 22, 2025. The Registration Statement remains effective as of the date of the session and has not been withdrawn or terminated.

• No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for the issuance of such a stop order have been initiated by the SEC or are, to the knowledge of management, threatened or contemplated by the SEC.

• No SEC comment letters, requests for additional information, or other correspondence have been received by the Company from the SEC Staff (whether from the Division of Corporation Finance or any other division) with respect to the Registration Statement, the base prospectus contained therein, or the Prospectus Supplement filed on March 13, 2026 pursuant to Rule 424(b)(7).

• Following the completion of the Offering, the remaining shelf capacity under the Registration Statement is expected to be approximately $702,000,000. This figure is derived as follows: the original shelf capacity registered under the Form F-3 was $1,500,000,000; the Company completed a primary takedown offering in November 2025 utilizing $750,000,000 of shelf capacity; and the current Offering utilizes $48,000,000 of shelf capacity (based on the aggregate public offering price). Accordingly, $1,500,000,000 less $750,000,000 less $48,000,000 equals $702,000,000 of remaining shelf capacity.

• The Company's status as a foreign private issuer ("FPI") under Rule 3b-4(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), has not changed. The Company continues to qualify as an FPI and reports under the FPI reporting regime. The Company assessed its FPI status as of the last business day of its most recently completed second fiscal quarter (June 30, 2025) in accordance with Rule 3b-4(d) and confirmed that it continued to qualify.

• The Form 20-F for the fiscal year ended December 31, 2025 was timely filed on February 28, 2026, within the four-month filing deadline applicable to foreign private issuers. The Company is current in all of its SEC reporting obligations and has made all required filings under the Exchange Act and the Securities Act.

• For reference, the Company's SEC Central Index Key ("CIK") is 0001923487, and its federal Employer Identification Number ("EIN") is 98-1437625.

No additional follow-up questions were raised on this topic.

G. Nasdaq Listing and Compliance

Samantha Reeves of Meridian Zanthor & Co. asked Company management to confirm the status of the listing of the Company's ordinary shares on the Nasdaq Stock Market and the Company's continued compliance with applicable listing standards.

Jonathan Pryce-Harlow confirmed the following:

• The Company's ordinary shares continue to be listed and traded on the Nasdaq Global Select Market under the ticker symbol "AGMG." The CUSIP number for the ordinary shares is G0583R 107, and the International Securities Identification Number (ISIN) is GB00BKZM4P19.

• The Company has not received any notice of deficiency, non-compliance, or potential delisting from The Nasdaq Stock Market LLC or its Listing Qualifications Department. The Company believes it is in full compliance with all applicable Nasdaq listing standards, including the requirements relating to minimum bid price, market value of publicly held shares, and corporate governance.

• No delisting proceedings, hearings before the Nasdaq Hearings Panel, or other similar proceedings are pending or, to the knowledge of management, threatened with respect to the Company's ordinary shares.

• For reference, the last sale price of the Company's ordinary shares on the Nasdaq Global Select Market on the pricing date (March 12, 2026) was $32.18 per share.

No additional follow-up questions were raised on this topic.

H. MNPI and Insider Trading Matters

Catherine Yuen of Hargreaves Finch LLP asked Company management to confirm that no material non-public information ("MNPI") exists regarding the Company or its subsidiaries that is not reflected in the Registration Statement, the Prospectus Supplement, the Form 20-F, or the other documents incorporated by reference into the Registration Statement.

Marcus Halford confirmed that, to the knowledge of the executive officers of the Company after due inquiry, there is no MNPI regarding the Company or any of its subsidiaries that has not been publicly disclosed and that is not reflected in the Prospectus Supplement and the documents incorporated by reference therein. Mr. Halford stated that he has conferred with each of the other members of the Company's senior executive team and that no executive officer is aware of any undisclosed material information.

Ms. Marchetti supplemented Mr. Halford's response by noting that the Company's Q4/FY 2025 earnings release was issued publicly on February 27, 2026, and the full Form 20-F (including audited financial statements and the comprehensive business and risk factor disclosures required thereunder) was filed with the SEC on February 28, 2026. No material developments, events, or conditions have occurred since the date of those filings that constitute MNPI.

With respect to trading window and blackout considerations, Mr. Pryce-Harlow confirmed that the block trade was priced on March 12, 2026, after the close of the Company's standard earnings blackout window (which commenced on January 15, 2026 and ended upon the filing of the Form 20-F on February 28, 2026, with trading eligibility resuming on March 3, 2026 pursuant to the Company's insider trading policy). No blackout concerns were identified in connection with the timing of the Offering.

Samantha Reeves of Meridian Zanthor & Co. addressed the wall-crossing process. Ms. Reeves confirmed that Meridian Zanthor conducted wall-crossing of select institutional investors on March 10–11, 2026, in accordance with its standard wall-crossing procedures and applicable SEC guidance. Ms. Reeves confirmed that all wall-crossed investors have been cleansed through public disclosure of the Offering (specifically, the public announcement of the block trade on March 12, 2026 and the filing of the Prospectus Supplement on March 13, 2026). Ms. Reeves stated that no confidentiality concerns remain outstanding and that all wall-crossed investors have been released from their confidentiality obligations.

No additional follow-up questions were raised on this topic.

I. Regulatory and Government Filings

Brendan Walsh asked about the status of any required regulatory or governmental filings in connection with the Offering, other than filings with the SEC, and whether any material governmental approvals, consents, or filings remain outstanding.

Jonathan Pryce-Harlow confirmed the following:

• The Company is current on all filings with Companies House (England and Wales). The Company's registered number with Companies House is 10458329. All annual returns, confirmation statements, and other filings required under the Companies Act 2006 have been timely made, and no filings are overdue.

• No material governmental approvals, consents, permits, authorizations, or filings are required in connection with the Offering beyond the SEC filing (i.e., the Rule 424(b)(7) prospectus supplement filed on March 13, 2026). The Company has reviewed the requirements of each jurisdiction in which it operates and has determined that no additional regulatory filings are necessary in connection with the sale of the Shares by the Selling Shareholder.

• As the Company's ordinary shares are listed on the Nasdaq Global Select Market and qualify as "covered securities" under Section 18(a) of the Securities Act, no state "blue sky" or state securities law registration filings or notice filings are required in connection with the Offering.

• No antitrust filings (whether under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in the United States, the Enterprise Act 2002 in the United Kingdom, or any similar foreign competition or antitrust law), foreign investment review filings, or similar regulatory filings are required in connection with this secondary offering. Because the transaction involves a sale of shares by an existing shareholder and does not result in a change of control or acquisition of a significant ownership stake by any single investor, no such filings are triggered.

No additional follow-up questions were raised on this topic.

J. Tax Matters

Brendan Walsh asked whether there have been any material changes in the Company's tax positions, any pending or threatened tax audits, assessments, or disputes, or any changes to the Company's withholding tax obligations with respect to distributions on its ordinary shares, in each case since the date of the Form 20-F.

Elena Marchetti confirmed the following:

• There have been no material changes in the Company's tax positions since the filing of the Form 20-F on February 28, 2026. The Company's tax provisions and uncertain tax positions remain as disclosed in the audited financial statements included in the Form 20-F.

• No tax audits, examinations, assessments, or disputes involving the Company or any of its subsidiaries are pending or, to the knowledge of management, threatened, that are material to the Company's consolidated financial position.

• There have been no changes to the Company's withholding tax obligations with respect to distributions (dividends or other payments) on its ordinary shares. The relevant U.K. withholding tax and U.S. treaty rate disclosures contained in the Prospectus Supplement remain accurate.

No additional follow-up questions were raised on this topic.

K. Transfer Agent and Settlement Matters

Natasha Forbes addressed administrative readiness for the closing and settlement of the Offering, confirming the following:

• Continental Hollowell Asset Advisors, the Company's transfer agent and registrar (Lisa Harmon, Vice President, Corporate Actions, serving as the designated contact), has been instructed to facilitate the DTC book-entry transfer of 1,500,000 ordinary shares from the DTC participant account of Crestwood Venture Partners III, L.P. to the DTC participant account of Meridian Zanthor & Co. on the closing date.

• The transfer agent instruction letter, duly executed by Jonathan Pryce-Harlow in his capacity as General Counsel and Company Secretary of Aurelius, was delivered to Continental Hollowell Asset Advisors on March 16, 2026, to be effective upon settlement. The instruction letter authorizes the transfer of the Shares and contains the representations and certifications required by the transfer agent.

• Settlement of the Offering is expected on a T+2 basis, consistent with standard market practice. The trade date is March 12, 2026 (the pricing date), and the expected settlement and closing date is March 16, 2026.

Ms. Forbes confirmed that she will monitor the DTC settlement process on March 16, 2026 and coordinate with Lisa Harmon at Continental Hollowell Asset Advisors to confirm successful delivery of the Shares through DTC.

No additional follow-up questions were raised on this topic.

L. Lock-Up Status

Samantha Reeves of Meridian Zanthor & Co. asked for confirmation regarding the status and terms of the lock-up agreement executed by the Selling Shareholder in connection with the Offering.

Jonathan Pryce-Harlow confirmed that the Lock-Up Agreement has been duly executed by Crestwood Venture Partners III, L.P., acting through its general partner, Crestwood Capital Management LLC (Derek Calloway, Managing Partner, as the authorized signatory), in favor of Meridian Zanthor & Co. The principal terms of the Lock-Up Agreement are as follows:

• Shares covered: The Lock-Up Agreement covers the remaining 2,750,000 ordinary shares held by the Selling Shareholder following the completion of the Offering (i.e., the Selling Shareholder's entire post-offering holdings).

• Lock-up period: The lock-up period is 60 calendar days following the closing date of the Offering (March 16, 2026), resulting in a lock-up expiration date of May 15, 2026.

• Restrictions: During the lock-up period, the Selling Shareholder may not, without the prior written consent of Meridian Zanthor & Co., offer, sell, pledge, contract to sell, grant any option to purchase, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares of the Company held by the Selling Shareholder, or enter into any swap or other arrangement that transfers the economic consequences of ownership of such shares.

• Rule 10b5-1 plans: Mr. Pryce-Harlow confirmed that no pre-existing Rule 10b5-1 trading plan is in effect for the Selling Shareholder with respect to the Company's ordinary shares.

No additional follow-up questions were raised on this topic.

IV. Open Items and Follow-Up Actions

The following items were identified during the session as remaining open or requiring follow-up action prior to or at closing on March 16, 2026:

1. Bring-Down Comfort Letter. Pemberton & Associates LLP (David Kingsley, CPA, Engagement Partner) is to deliver the bring-down comfort letter, dated as of March 16, 2026, addressed to Meridian Zanthor & Co. as the Underwriter, updating the cutoff date and confirming no changes from the initial comfort letter delivered at pricing on March 12, 2026. Calderwood & Harkness LLP (Natasha Forbes) to confirm receipt of the executed bring-down comfort letter prior to the closing.

2. Officer's Certificate. Marcus Halford (CEO) and Elena Marchetti (CFO) are to execute and deliver the Officer's Certificate, in the form previously agreed and attached as an exhibit to the BTA, on the morning of March 16, 2026, prior to the closing. The Officer's Certificate brings down the Company's representations and warranties contained in the BTA as of the closing date and confirms the absence of a Material Adverse Effect. Calderwood & Harkness LLP (Brendan Walsh) to confirm receipt of the executed Officer's Certificate.

3. Calderwood & Harkness Opinion Letters. Theodore Langston, Responsible Partner, is to sign and deliver on behalf of Calderwood & Harkness LLP (a) the 10b-5 negative assurance letter and (b) the corporate and validity opinion letter, each addressed to Meridian Zanthor & Co. and dated as of March 16, 2026, at the closing of the Offering. Based on the bring-down due diligence session summarized herein, no impediment to the delivery of either letter has been identified.

4. Hargreaves Finch 10b-5 Letter. Catherine Yuen of Hargreaves Finch LLP confirmed during the session that Hargreaves Finch LLP will deliver its own 10b-5 negative assurance letter on behalf of the Underwriter at closing on March 16, 2026. Calderwood & Harkness LLP does not have a review or approval role with respect to the Hargreaves Finch letter, but notes its expected delivery for purposes of the closing checklist.

5. DTC Settlement Confirmation. Natasha Forbes to monitor the DTC book-entry transfer and settlement on March 16, 2026, and confirm completion with Lisa Harmon, Vice President, Corporate Actions, at Continental Hollowell Asset Advisors Upon confirmation of successful DTC settlement, Natasha Forbes to notify the deal team.

6. Funds Flow / Wire Transfer. Wire instructions for the net proceeds of $47,280,000 to be remitted to the account of Crestwood Venture Partners III, L.P. are to be confirmed by Whitford & Dane LLP (Gregory Whitford, partner), counsel to the Selling Shareholder. The underwriting discount of $720,000 (representing $0.48 per share multiplied by 1,500,000 shares) is to be retained by Meridian Zanthor & Co. out of the gross offering proceeds. Calderwood & Harkness LLP to confirm that the funds flow memorandum has been finalized and that wire instructions have been verified.

V. Conclusions

Based on the responses of the Company's management during the bring-down due diligence session held on March 15, 2026, and the matters discussed and confirmed during the session as summarized in this memorandum, the following conclusions are noted for purposes of the closing deliverables:

1. Consistency with Representations and Warranties. No information was disclosed during the session that is inconsistent with the representations and warranties of the Company or the Selling Shareholder contained in the Block Trade Agreement dated March 12, 2026. Management's confirmations were consistent in all material respects with the disclosures in the Registration Statement on Form F-3 (File No. 333-278415), the Prospectus Supplement dated March 12, 2026, and the documents incorporated by reference therein, including the Form 20-F for the fiscal year ended December 31, 2025.

2. 10b-5 Negative Assurance Letter. No facts, circumstances, or information were identified during the session that would prevent the delivery by Calderwood & Harkness LLP of the 10b-5 negative assurance letter to the Underwriter at closing. Based on the due diligence conducted, including the bring-down session, we are not aware of any untrue statement of a material fact contained in the Registration Statement or the Prospectus Supplement, or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

3. Corporate and Validity Opinion Letter. No facts, circumstances, or information were identified during the session that would prevent the delivery by Calderwood & Harkness LLP of the corporate and validity opinion letter to the Underwriter at closing.

4. No Material Adverse Change. No material adverse change was identified since the date of the most recently filed financial statements (December 31, 2025) or since the filing date of the Form 20-F (February 28, 2026). Management confirmed the absence of any event, change, condition, occurrence, or development that has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and its subsidiaries, taken as a whole.

5. No MNPI. No material non-public information was identified during the session that is not reflected in the Prospectus Supplement and the documents incorporated by reference therein. Management confirmed that all material information regarding the Company has been publicly disclosed.

6. Recommendation. We recommend proceeding to closing on March 16, 2026, subject to receipt of all closing deliverables identified on the master closing checklist (including the bring-down comfort letter from Pemberton & Associates LLP, the Officer's Certificate from Marcus Halford and Elena Marchetti, and confirmation of DTC settlement), and subject to the absence of any intervening material development prior to closing.

VI. Distribution and Privilege Notice

This memorandum has been prepared for the internal files of Calderwood & Harkness LLP in connection with the firm's representation of Aurelius Global Media Group PLC in the above-referenced matter. This memorandum constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine under applicable law. The contents of this memorandum reflect the mental impressions, conclusions, opinions, and legal theories of the attorneys who prepared it.

This memorandum should not be distributed, forwarded, or disclosed outside Calderwood & Harkness LLP without the prior written consent of Theodore Langston, Responsible Partner, Capital Markets. Any inadvertent disclosure of this memorandum does not constitute a waiver of any applicable privilege or protection.

Matter No.: 04781.00026

Billing Partner: Vivienne St. Claire

Prepared by:

________________________________________

Brendan Walsh Lead Associate, Capital Markets Calderwood & Harkness LLP

Date: March 15, 2026

________________________________________

Natasha Forbes Working Associate, Capital Markets Calderwood & Harkness LLP

Date: March 15, 2026

Reviewed by:

________________________________________

Theodore Langston Responsible Partner, Capital Markets Calderwood & Harkness LLP

Date: ________

ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED CONFIDENTIAL — NOT FOR DISTRIBUTION OUTSIDE CALDERWOOD & HARKNESS LLP Calderwood & Harkness LLP	Matter No. 04781.00026	Client: Aurelius Global Media Group PLC
Name	Title
Marcus Halford	Chief Executive Officer
Elena Marchetti	Chief Financial Officer
Jonathan Pryce-Harlow	General Counsel & Company Secretary
Name	Title
Samantha Reeves	Managing Director, Equity Capital Markets
Name	Title
Catherine Yuen	Lead Partner
Name	Title
Brendan Walsh	Lead Associate, Capital Markets
Natasha Forbes	Working Associate, Capital Markets
Financial Metric	Amount
Revenue	$1,870,000,000 ($1.87 billion)
Adjusted EBITDA	$312,000,000 ($312 million)
Net Income	$147,000,000 ($147 million)

ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED CONFIDENTIAL — NOT FOR DISTRIBUTION OUTSIDE CALDERWOOD & HARKNESS LLP This memorandum is a privileged and confidential communication prepared by attorneys at Calderwood & Harkness LLP in connection with their legal representation of Aurelius Global Media Group PLC. The contents of this memorandum are protected by the attorney-client privilege and the work product doctrine. Do not forward, copy, or distribute this memorandum, in whole or in part, without the prior written authorization of Theodore Langston, Responsible Partner, Capital Markets.
CALDERWOOD & HARKNESS LLP
MEMORANDUM
TO: Theodore Langston, Responsible Partner, Capital Markets Vivienne St. Claire, Billing Partner, Capital Markets
FROM: Brendan Walsh, Lead Associate, Capital Markets Natasha Forbes, Working Associate, Capital Markets
DATE: March 15, 2026
RE: Bring-Down Due Diligence Session — Block Secondary Offering of 1,500,000 Ordinary Shares of Aurelius Global Media Group PLC by Crestwood Venture Partners III, L.P.
MATTER NO.: 04781.00026
CLIENT: Aurelius Global Media Group PLC
Right-click to update Table of Contents
I. Purpose of Memorandum
This memorandum summarizes the bring-down due diligence session conducted on March 15, 2026 (one business day prior to the expected closing date of March 16, 2026) in connection with the registered block secondary offering (the "Offering") of 1,500,000 ordinary shares, par value £0.10 per share (the "Shares"), of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales (the "Company" or "Aurelius"), by Crestwood Venture Partners III, L.P., a Delaware limited partnership (the "Selling Shareholder" or "Crestwood VP III").
The bring-down due diligence session was conducted for two primary purposes. First, the session satisfies the due diligence closing deliverable obligations under the Block Trade Agreement dated March 12, 2026 (the "BTA") among the Company, the Selling Shareholder, and Meridian Zanthor & Co., a Delaware limited partnership acting as sole bookrunner and underwriter (the "Underwriter"). Second, and of equal importance, the session supports the delivery by Calderwood & Harkness LLP of (a) the 10b-5 negative assurance letter and (b) the corporate and validity opinion letter, each to be delivered to the Underwriter at the closing of the Offering on March 16, 2026. The session is designed to confirm that, as of a date proximate to closing, the disclosures in the offering documents remain materially accurate and complete and that no developments have occurred since the date of the most recently filed financial statements or the execution of the BTA that would be material to investors or that would prevent or impede the delivery of the required legal opinions and comfort letters.
The Offering involves an aggregate public offering price of $48,000,000 ($32.00 per ordinary share). The underwriting discount is $0.48 per share (representing 1.5% of the per share public offering price), resulting in aggregate underwriting compensation of $720,000. Net proceeds to the Selling Shareholder, after deduction of the underwriting discount, are expected to be $47,280,000. As this is a secondary offering, the Company (Aurelius) will not receive any proceeds from the sale of the Shares by the Selling Shareholder. The Shares are being offered pursuant to a shelf registration statement on Form F-3 previously declared effective by the U.S. Securities and Exchange Commission (the "SEC").
This memorandum is prepared for the internal working files of Calderwood & Harkness LLP and is not intended for delivery to the Company, the Underwriter, or any third party.
II. Session Logistics
A. Date and Time
The bring-down due diligence session was held on March 15, 2026, commencing at 10:00 AM Eastern Time and concluding at approximately 11:45 AM Eastern Time.
B. Format
The session was conducted via videoconference utilizing the Calderwood & Harkness LLP secure videoconference platform. All participants were able to view and hear one another throughout the duration of the session. No recording was made of the session. This memorandum constitutes the sole written record of the session prepared by Calderwood & Harkness LLP.
C. Participants
The following individuals participated in the bring-down due diligence session:
Aurelius Global Media Group PLC (Issuer / Company Management):
Meridian Zanthor & Co. (Sole Bookrunner / Underwriter):
Hargreaves Finch LLP (Underwriter's Counsel):
Calderwood & Harkness LLP (Issuer's Counsel):
Brendan Walsh served as moderator and principal questioner for Calderwood & Harkness LLP throughout the session. Catherine Yuen of Hargreaves Finch LLP posed supplemental questions on behalf of the Underwriter. Samantha Reeves of Meridian Zanthor posed targeted inquiries relating to listing, market, and settlement matters.
D. Baseline Documents Referenced
The following documents formed the baseline for the due diligence session and were referenced throughout the discussion:
1.  Registration Statement on Form F-3 (File No. 333-278415), originally filed with the SEC on August 29, 2025, and declared effective by the SEC on September 22, 2025 (the "Registration Statement").
2.  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").
3.  Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026 (the "Form 20-F" or the "Annual Report").
4.  Block Trade Agreement dated March 12, 2026, executed at approximately 4:15 PM Eastern Time on March 12, 2026, among the Company, the Selling Shareholder, and the Underwriter (the "BTA").
5.  Q4/FY 2025 Earnings Release, issued by the Company on February 27, 2026, via press release disseminated through BusinessWire (the "Earnings Release").
Each of these documents was previously reviewed by Calderwood & Harkness LLP in connection with the initial due diligence process, and the bring-down session was designed to identify any changes, developments, or new information arising since the dates of such documents.
III. Summary of Due Diligence Topics and Management Responses
A. Material Adverse Change / Material Adverse Effect
Brendan Walsh opened the substantive portion of the session by asking the Company's management whether, since the date of the most recent financial statements included or incorporated by reference in the Registration Statement and the Prospectus Supplement — specifically, the audited consolidated financial statements for the fiscal year ended December 31, 2025, included in the Form 20-F filed with the SEC on February 28, 2026 — there had been any change, event, occurrence, condition, or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as that term is defined in the BTA) on the business, financial condition, operations, properties, assets, or results of operations of Aurelius and its consolidated subsidiaries, taken as a whole.
Marcus Halford, Chief Executive Officer, responded that there has been no material adverse change since December 31, 2025 — the date of the most recent audited financial statements — or since the February 28, 2026 filing date of the Form 20-F. Mr. Halford stated that, to his knowledge after due inquiry, no event, condition, or development has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company.
Elena Marchetti, Chief Financial Officer, supplemented Mr. Halford's response by confirming that the Company's financial condition and results of operations remain consistent in all material respects with those disclosed in the Form 20-F. Ms. Marchetti stated that there has been no material deterioration in revenue trends, customer base metrics, subscriber growth, advertiser demand, or any other operating metrics monitored by Company management. She further confirmed that no material write-downs, restructurings, asset impairments, goodwill impairments, or other non-recurring charges have been identified, recorded, or contemplated since the fiscal year end.
Ms. Marchetti also confirmed that business operations across the Company's three principal operating segments — (1) streaming content, (2) digital advertising, and (3) direct-to-consumer retail — continue to perform in line with internal management expectations and forecasts across the Company's 14 countries of operation. No segment has experienced any material adverse deviation from plan during the period from January 1, 2026 through the date of the session.
No additional follow-up questions were raised on this topic.
B. Accuracy of Financial Information
Catherine Yuen of Hargreaves Finch LLP asked Company management to confirm the accuracy and continued reliability of the key financial data incorporated by reference into the Registration Statement and the Prospectus Supplement, and to confirm that no restatement, revision, or correction has been made or is contemplated with respect to such financial data.
Elena Marchetti confirmed that the following consolidated financial data for the fiscal year ended December 31, 2025, as reported in the Form 20-F, remain accurate and complete in all material respects and have not been subject to any restatement, revision, reclassification, or correction since the date of filing:
Ms. Marchetti further confirmed that no subsequent events, as defined under IAS 10 Events After the Reporting Period (applicable to Aurelius given its reporting under International Financial Reporting Standards as issued by the International Accounting Standards Board), have occurred since December 31, 2025 that would require adjustment to, or disclosure as a supplement to, the audited consolidated financial statements included in the Form 20-F. Ms. Marchetti confirmed that she has consulted with the Company's external auditors, Pemberton & Associates LLP, and that the auditors have not identified any matter that would require modification of their audit report or any supplemental disclosure.
With respect to the auditor comfort letter process, Ms. Marchetti noted that Pemberton & Associates LLP (David Kingsley, CPA, Engagement Partner) delivered the initial comfort letter at the time of pricing on March 12, 2026, addressed to Meridian Zanthor & Co. as the Underwriter, in the form previously agreed among the parties. Ms. Marchetti confirmed that Pemberton & Associates is expected to deliver the bring-down comfort letter on March 16, 2026 (the closing date), also addressed to Meridian Zanthor & Co., updating the cutoff date and confirming no changes from the initial comfort letter. Calderwood & Harkness LLP will coordinate with Pemberton & Associates to confirm timely receipt of the bring-down comfort letter prior to closing.
No additional follow-up questions were raised on this topic.
C. Capitalization
Brendan Walsh asked Company management to confirm the Company's capitalization data as of the most recent practicable date and to address any changes to the Company's capitalization since the date of the most recently filed financial statements.
Elena Marchetti provided the following confirmation regarding the Company's capitalization:
•  Shares outstanding as of December 31, 2025: 94,600,000 ordinary shares, par value £0.10 per share. This figure is consistent with the capitalization table set forth in the Form 20-F and the Prospectus Supplement.
•  Changes since December 31, 2025: No ordinary shares have been issued, repurchased, or retired by the Company between December 31, 2025 and the date of the session. The total share count remains 94,600,000 ordinary shares as of March 15, 2026.
•  Post-Offering share count: Following the completion of the Offering, total shares outstanding will remain 94,600,000 ordinary shares. Because this is a secondary offering in which the Selling Shareholder is selling existing ordinary shares, no new shares are being issued by the Company, and the outstanding share count is unaffected by the transaction.
•  Selling Shareholder ownership: The Selling Shareholder, Crestwood Venture Partners III, L.P., holds 4,250,000 ordinary shares prior to the Offering, representing approximately 4.49% of the outstanding ordinary shares. Following the sale of 1,500,000 ordinary shares in the Offering, the Selling Shareholder will hold 2,750,000 ordinary shares, representing approximately 2.91% of the outstanding ordinary shares.
•  Convertible securities, warrants, and options: No outstanding convertible securities, warrants, stock options, or other equity-linked instruments have been exercised, converted, or settled since the fiscal year end that would alter the ordinary share count in any material respect. Ms. Marchetti noted that the Company's equity incentive plan continues in effect, but no option exercises or restricted share unit vestings have occurred that have resulted in the issuance of shares since December 31, 2025.
•  Market capitalization: Based on the 30-day volume-weighted average price (VWAP) of approximately $32.05 per ordinary share, the Company's market capitalization is approximately $3.03 billion.
No additional follow-up questions were raised on this topic.
D. Litigation and Proceedings
Brendan Walsh asked whether there are any pending, threatened, or contemplated litigation matters, arbitration proceedings, governmental investigations, regulatory actions, enforcement proceedings, or other legal proceedings involving the Company or any of its subsidiaries that have not been previously disclosed in the Registration Statement, the Prospectus Supplement, or the documents incorporated by reference therein, or that represent a material development in any matter previously disclosed.
Jonathan Pryce-Harlow, General Counsel and Company Secretary, confirmed that there is no material litigation pending against, or to the knowledge of management, threatened against, the Company or any of its subsidiaries as of the date of the session. Mr. Pryce-Harlow stated that he has conferred with divisional legal counsel in each of the Company's operating regions and that no material claims, actions, or proceedings have been brought or threatened since the filing of the Form 20-F.
Mr. Pryce-Harlow further confirmed the following:
•  No governmental investigations, enforcement actions, or regulatory proceedings of any kind are pending against the Company or any of its subsidiaries, nor, to the knowledge of management after due inquiry, are any such proceedings threatened or contemplated by any governmental authority.
•  No material claims, demands, notice letters, cease-and-desist letters, subpoenas, civil investigative demands, or similar communications have been received by the Company or any of its subsidiaries since the filing of the Form 20-F on February 28, 2026.
•  The Company's directors and officers liability insurance policy, issued by Northgate Indemnity Corp. (Policy No. NGI-DO-2025-08841), with a policy period running from July 1, 2025 through June 30, 2026, remains in full force and effect. No claims have been made under the policy, and no circumstances have been reported to the insurer that could give rise to a claim.
No additional follow-up questions were raised on this topic.
E. Material Contracts and Related-Party Transactions
Catherine Yuen of Hargreaves Finch LLP asked whether the Company has entered into any material contracts or amendments thereto, or any related-party transactions, since the date of the Form 20-F that have not been disclosed in the Prospectus Supplement or the documents incorporated by reference therein.
Jonathan Pryce-Harlow confirmed the following:
•  No new material contracts (as such term would be understood under Item 12 of Form 20-F and the definition of "material contract" in the BTA) have been entered into by the Company or any of its subsidiaries since the filing of the Form 20-F on February 28, 2026.
•  No amendments, modifications, supplements, terminations, or waivers to any material contracts previously disclosed in the Form 20-F or in any prior SEC filing have been executed or agreed to by the Company or any of its subsidiaries since the filing of the Form 20-F.
•  No related-party transactions (as such term is defined under IAS 24 Related Party Disclosures and as used in Item 7.B of Form 20-F) have been entered into by the Company or are contemplated by the Company that have not been previously disclosed.
•  With respect to the Selling Shareholder relationship, Mr. Pryce-Harlow confirmed that the Registration Rights Agreement dated June 14, 2021 (the "Registration Rights Agreement"), between the Company and Crestwood Venture Partners III, L.P., remains the operative agreement governing the relationship between the parties in connection with the Offering. The current Offering constitutes demand registration number two (2) of three (3) permitted demand registrations under the Registration Rights Agreement. The terms of the Registration Rights Agreement have not been amended, modified, or supplemented since its execution. Mr. Pryce-Harlow noted that following the completion of this Offering, the Selling Shareholder will retain one (1) remaining demand registration right under the Registration Rights Agreement.
No additional follow-up questions were raised on this topic.
F. Registration Statement and SEC Matters
Brendan Walsh inquired regarding the current status of the Registration Statement on Form F-3 (File No. 333-278415) and the Company's recent communications, if any, with the SEC.
Jonathan Pryce-Harlow confirmed the following:
•  The Registration Statement on Form F-3 (File No. 333-278415) was originally filed with the SEC on August 29, 2025, and was declared effective by the SEC on September 22, 2025. The Registration Statement remains effective as of the date of the session and has not been withdrawn or terminated.
•  No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for the issuance of such a stop order have been initiated by the SEC or are, to the knowledge of management, threatened or contemplated by the SEC.
•  No SEC comment letters, requests for additional information, or other correspondence have been received by the Company from the SEC Staff (whether from the Division of Corporation Finance or any other division) with respect to the Registration Statement, the base prospectus contained therein, or the Prospectus Supplement filed on March 13, 2026 pursuant to Rule 424(b)(7).
•  Following the completion of the Offering, the remaining shelf capacity under the Registration Statement is expected to be approximately $702,000,000. This figure is derived as follows: the original shelf capacity registered under the Form F-3 was $1,500,000,000; the Company completed a primary takedown offering in November 2025 utilizing $750,000,000 of shelf capacity; and the current Offering utilizes $48,000,000 of shelf capacity (based on the aggregate public offering price). Accordingly, $1,500,000,000 less $750,000,000 less $48,000,000 equals $702,000,000 of remaining shelf capacity.
•  The Company's status as a foreign private issuer ("FPI") under Rule 3b-4(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), has not changed. The Company continues to qualify as an FPI and reports under the FPI reporting regime. The Company assessed its FPI status as of the last business day of its most recently completed second fiscal quarter (June 30, 2025) in accordance with Rule 3b-4(d) and confirmed that it continued to qualify.
•  The Form 20-F for the fiscal year ended December 31, 2025 was timely filed on February 28, 2026, within the four-month filing deadline applicable to foreign private issuers. The Company is current in all of its SEC reporting obligations and has made all required filings under the Exchange Act and the Securities Act.
•  For reference, the Company's SEC Central Index Key ("CIK") is 0001923487, and its federal Employer Identification Number ("EIN") is 98-1437625.
No additional follow-up questions were raised on this topic.
G. Nasdaq Listing and Compliance
Samantha Reeves of Meridian Zanthor & Co. asked Company management to confirm the status of the listing of the Company's ordinary shares on the Nasdaq Stock Market and the Company's continued compliance with applicable listing standards.
Jonathan Pryce-Harlow confirmed the following:
•  The Company's ordinary shares continue to be listed and traded on the Nasdaq Global Select Market under the ticker symbol "AGMG." The CUSIP number for the ordinary shares is G0583R 107, and the International Securities Identification Number (ISIN) is GB00BKZM4P19.
•  The Company has not received any notice of deficiency, non-compliance, or potential delisting from The Nasdaq Stock Market LLC or its Listing Qualifications Department. The Company believes it is in full compliance with all applicable Nasdaq listing standards, including the requirements relating to minimum bid price, market value of publicly held shares, and corporate governance.
•  No delisting proceedings, hearings before the Nasdaq Hearings Panel, or other similar proceedings are pending or, to the knowledge of management, threatened with respect to the Company's ordinary shares.
•  For reference, the last sale price of the Company's ordinary shares on the Nasdaq Global Select Market on the pricing date (March 12, 2026) was $32.18 per share.
No additional follow-up questions were raised on this topic.
H. MNPI and Insider Trading Matters
Catherine Yuen of Hargreaves Finch LLP asked Company management to confirm that no material non-public information ("MNPI") exists regarding the Company or its subsidiaries that is not reflected in the Registration Statement, the Prospectus Supplement, the Form 20-F, or the other documents incorporated by reference into the Registration Statement.
Marcus Halford confirmed that, to the knowledge of the executive officers of the Company after due inquiry, there is no MNPI regarding the Company or any of its subsidiaries that has not been publicly disclosed and that is not reflected in the Prospectus Supplement and the documents incorporated by reference therein. Mr. Halford stated that he has conferred with each of the other members of the Company's senior executive team and that no executive officer is aware of any undisclosed material information.
Ms. Marchetti supplemented Mr. Halford's response by noting that the Company's Q4/FY 2025 earnings release was issued publicly on February 27, 2026, and the full Form 20-F (including audited financial statements and the comprehensive business and risk factor disclosures required thereunder) was filed with the SEC on February 28, 2026. No material developments, events, or conditions have occurred since the date of those filings that constitute MNPI.
With respect to trading window and blackout considerations, Mr. Pryce-Harlow confirmed that the block trade was priced on March 12, 2026, after the close of the Company's standard earnings blackout window (which commenced on January 15, 2026 and ended upon the filing of the Form 20-F on February 28, 2026, with trading eligibility resuming on March 3, 2026 pursuant to the Company's insider trading policy). No blackout concerns were identified in connection with the timing of the Offering.
Samantha Reeves of Meridian Zanthor & Co. addressed the wall-crossing process. Ms. Reeves confirmed that Meridian Zanthor conducted wall-crossing of select institutional investors on March 10–11, 2026, in accordance with its standard wall-crossing procedures and applicable SEC guidance. Ms. Reeves confirmed that all wall-crossed investors have been cleansed through public disclosure of the Offering (specifically, the public announcement of the block trade on March 12, 2026 and the filing of the Prospectus Supplement on March 13, 2026). Ms. Reeves stated that no confidentiality concerns remain outstanding and that all wall-crossed investors have been released from their confidentiality obligations.
No additional follow-up questions were raised on this topic.
I. Regulatory and Government Filings
Brendan Walsh asked about the status of any required regulatory or governmental filings in connection with the Offering, other than filings with the SEC, and whether any material governmental approvals, consents, or filings remain outstanding.
Jonathan Pryce-Harlow confirmed the following:
•  The Company is current on all filings with Companies House (England and Wales). The Company's registered number with Companies House is 10458329. All annual returns, confirmation statements, and other filings required under the Companies Act 2006 have been timely made, and no filings are overdue.
•  No material governmental approvals, consents, permits, authorizations, or filings are required in connection with the Offering beyond the SEC filing (i.e., the Rule 424(b)(7) prospectus supplement filed on March 13, 2026). The Company has reviewed the requirements of each jurisdiction in which it operates and has determined that no additional regulatory filings are necessary in connection with the sale of the Shares by the Selling Shareholder.
•  As the Company's ordinary shares are listed on the Nasdaq Global Select Market and qualify as "covered securities" under Section 18(a) of the Securities Act, no state "blue sky" or state securities law registration filings or notice filings are required in connection with the Offering.
•  No antitrust filings (whether under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in the United States, the Enterprise Act 2002 in the United Kingdom, or any similar foreign competition or antitrust law), foreign investment review filings, or similar regulatory filings are required in connection with this secondary offering. Because the transaction involves a sale of shares by an existing shareholder and does not result in a change of control or acquisition of a significant ownership stake by any single investor, no such filings are triggered.
No additional follow-up questions were raised on this topic.
J. Tax Matters
Brendan Walsh asked whether there have been any material changes in the Company's tax positions, any pending or threatened tax audits, assessments, or disputes, or any changes to the Company's withholding tax obligations with respect to distributions on its ordinary shares, in each case since the date of the Form 20-F.
Elena Marchetti confirmed the following:
•  There have been no material changes in the Company's tax positions since the filing of the Form 20-F on February 28, 2026. The Company's tax provisions and uncertain tax positions remain as disclosed in the audited financial statements included in the Form 20-F.
•  No tax audits, examinations, assessments, or disputes involving the Company or any of its subsidiaries are pending or, to the knowledge of management, threatened, that are material to the Company's consolidated financial position.
•  There have been no changes to the Company's withholding tax obligations with respect to distributions (dividends or other payments) on its ordinary shares. The relevant U.K. withholding tax and U.S. treaty rate disclosures contained in the Prospectus Supplement remain accurate.
No additional follow-up questions were raised on this topic.
K. Transfer Agent and Settlement Matters
Natasha Forbes addressed administrative readiness for the closing and settlement of the Offering, confirming the following:
•  Continental Hollowell Asset Advisors, the Company's transfer agent and registrar (Lisa Harmon, Vice President, Corporate Actions, serving as the designated contact), has been instructed to facilitate the DTC book-entry transfer of 1,500,000 ordinary shares from the DTC participant account of Crestwood Venture Partners III, L.P. to the DTC participant account of Meridian Zanthor & Co. on the closing date.
•  The transfer agent instruction letter, duly executed by Jonathan Pryce-Harlow in his capacity as General Counsel and Company Secretary of Aurelius, was delivered to Continental Hollowell Asset Advisors on March 16, 2026, to be effective upon settlement. The instruction letter authorizes the transfer of the Shares and contains the representations and certifications required by the transfer agent.
•  Settlement of the Offering is expected on a T+2 basis, consistent with standard market practice. The trade date is March 12, 2026 (the pricing date), and the expected settlement and closing date is March 16, 2026.
Ms. Forbes confirmed that she will monitor the DTC settlement process on March 16, 2026 and coordinate with Lisa Harmon at Continental Hollowell Asset Advisors to confirm successful delivery of the Shares through DTC.
No additional follow-up questions were raised on this topic.
L. Lock-Up Status
Samantha Reeves of Meridian Zanthor & Co. asked for confirmation regarding the status and terms of the lock-up agreement executed by the Selling Shareholder in connection with the Offering.
Jonathan Pryce-Harlow confirmed that the Lock-Up Agreement has been duly executed by Crestwood Venture Partners III, L.P., acting through its general partner, Crestwood Capital Management LLC (Derek Calloway, Managing Partner, as the authorized signatory), in favor of Meridian Zanthor & Co. The principal terms of the Lock-Up Agreement are as follows:
•  Shares covered: The Lock-Up Agreement covers the remaining 2,750,000 ordinary shares held by the Selling Shareholder following the completion of the Offering (i.e., the Selling Shareholder's entire post-offering holdings).
•  Lock-up period: The lock-up period is 60 calendar days following the closing date of the Offering (March 16, 2026), resulting in a lock-up expiration date of May 15, 2026.
•  Restrictions: During the lock-up period, the Selling Shareholder may not, without the prior written consent of Meridian Zanthor & Co., offer, sell, pledge, contract to sell, grant any option to purchase, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares of the Company held by the Selling Shareholder, or enter into any swap or other arrangement that transfers the economic consequences of ownership of such shares.
•  Rule 10b5-1 plans: Mr. Pryce-Harlow confirmed that no pre-existing Rule 10b5-1 trading plan is in effect for the Selling Shareholder with respect to the Company's ordinary shares.
No additional follow-up questions were raised on this topic.
IV. Open Items and Follow-Up Actions
The following items were identified during the session as remaining open or requiring follow-up action prior to or at closing on March 16, 2026:
1.  Bring-Down Comfort Letter. Pemberton & Associates LLP (David Kingsley, CPA, Engagement Partner) is to deliver the bring-down comfort letter, dated as of March 16, 2026, addressed to Meridian Zanthor & Co. as the Underwriter, updating the cutoff date and confirming no changes from the initial comfort letter delivered at pricing on March 12, 2026. Calderwood & Harkness LLP (Natasha Forbes) to confirm receipt of the executed bring-down comfort letter prior to the closing.
2.  Officer's Certificate. Marcus Halford (CEO) and Elena Marchetti (CFO) are to execute and deliver the Officer's Certificate, in the form previously agreed and attached as an exhibit to the BTA, on the morning of March 16, 2026, prior to the closing. The Officer's Certificate brings down the Company's representations and warranties contained in the BTA as of the closing date and confirms the absence of a Material Adverse Effect. Calderwood & Harkness LLP (Brendan Walsh) to confirm receipt of the executed Officer's Certificate.
3.  Calderwood & Harkness Opinion Letters. Theodore Langston, Responsible Partner, is to sign and deliver on behalf of Calderwood & Harkness LLP (a) the 10b-5 negative assurance letter and (b) the corporate and validity opinion letter, each addressed to Meridian Zanthor & Co. and dated as of March 16, 2026, at the closing of the Offering. Based on the bring-down due diligence session summarized herein, no impediment to the delivery of either letter has been identified.
4.  Hargreaves Finch 10b-5 Letter. Catherine Yuen of Hargreaves Finch LLP confirmed during the session that Hargreaves Finch LLP will deliver its own 10b-5 negative assurance letter on behalf of the Underwriter at closing on March 16, 2026. Calderwood & Harkness LLP does not have a review or approval role with respect to the Hargreaves Finch letter, but notes its expected delivery for purposes of the closing checklist.
5.  DTC Settlement Confirmation. Natasha Forbes to monitor the DTC book-entry transfer and settlement on March 16, 2026, and confirm completion with Lisa Harmon, Vice President, Corporate Actions, at Continental Hollowell Asset Advisors Upon confirmation of successful DTC settlement, Natasha Forbes to notify the deal team.
6.  Funds Flow / Wire Transfer. Wire instructions for the net proceeds of $47,280,000 to be remitted to the account of Crestwood Venture Partners III, L.P. are to be confirmed by Whitford & Dane LLP (Gregory Whitford, partner), counsel to the Selling Shareholder. The underwriting discount of $720,000 (representing $0.48 per share multiplied by 1,500,000 shares) is to be retained by Meridian Zanthor & Co. out of the gross offering proceeds. Calderwood & Harkness LLP to confirm that the funds flow memorandum has been finalized and that wire instructions have been verified.
V. Conclusions
Based on the responses of the Company's management during the bring-down due diligence session held on March 15, 2026, and the matters discussed and confirmed during the session as summarized in this memorandum, the following conclusions are noted for purposes of the closing deliverables:
1.  Consistency with Representations and Warranties. No information was disclosed during the session that is inconsistent with the representations and warranties of the Company or the Selling Shareholder contained in the Block Trade Agreement dated March 12, 2026. Management's confirmations were consistent in all material respects with the disclosures in the Registration Statement on Form F-3 (File No. 333-278415), the Prospectus Supplement dated March 12, 2026, and the documents incorporated by reference therein, including the Form 20-F for the fiscal year ended December 31, 2025.
2.  10b-5 Negative Assurance Letter. No facts, circumstances, or information were identified during the session that would prevent the delivery by Calderwood & Harkness LLP of the 10b-5 negative assurance letter to the Underwriter at closing. Based on the due diligence conducted, including the bring-down session, we are not aware of any untrue statement of a material fact contained in the Registration Statement or the Prospectus Supplement, or any omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
3.  Corporate and Validity Opinion Letter. No facts, circumstances, or information were identified during the session that would prevent the delivery by Calderwood & Harkness LLP of the corporate and validity opinion letter to the Underwriter at closing.
4.  No Material Adverse Change. No material adverse change was identified since the date of the most recently filed financial statements (December 31, 2025) or since the filing date of the Form 20-F (February 28, 2026). Management confirmed the absence of any event, change, condition, occurrence, or development that has had, or would reasonably be expected to have, a Material Adverse Effect on the Company and its subsidiaries, taken as a whole.
5.  No MNPI. No material non-public information was identified during the session that is not reflected in the Prospectus Supplement and the documents incorporated by reference therein. Management confirmed that all material information regarding the Company has been publicly disclosed.
6.  Recommendation. We recommend proceeding to closing on March 16, 2026, subject to receipt of all closing deliverables identified on the master closing checklist (including the bring-down comfort letter from Pemberton & Associates LLP, the Officer's Certificate from Marcus Halford and Elena Marchetti, and confirmation of DTC settlement), and subject to the absence of any intervening material development prior to closing.
VI. Distribution and Privilege Notice
This memorandum has been prepared for the internal files of Calderwood & Harkness LLP in connection with the firm's representation of Aurelius Global Media Group PLC in the above-referenced matter. This memorandum constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine under applicable law. The contents of this memorandum reflect the mental impressions, conclusions, opinions, and legal theories of the attorneys who prepared it.
This memorandum should not be distributed, forwarded, or disclosed outside Calderwood & Harkness LLP without the prior written consent of Theodore Langston, Responsible Partner, Capital Markets. Any inadvertent disclosure of this memorandum does not constitute a waiver of any applicable privilege or protection.
Matter No.: 04781.00026
Billing Partner: Vivienne St. Claire
Prepared by:
________________________________________
Brendan Walsh Lead Associate, Capital Markets Calderwood & Harkness LLP
Date: March 15, 2026
________________________________________
Natasha Forbes Working Associate, Capital Markets Calderwood & Harkness LLP
Date: March 15, 2026
Reviewed by:
________________________________________
Theodore Langston Responsible Partner, Capital Markets Calderwood & Harkness LLP
Date: ________
ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED CONFIDENTIAL — NOT FOR DISTRIBUTION OUTSIDE CALDERWOOD & HARKNESS LLP Calderwood & Harkness LLP | Matter No. 04781.00026 | Client: Aurelius Global Media Group PLC
Name | Title
Marcus Halford | Chief Executive Officer
Elena Marchetti | Chief Financial Officer
Jonathan Pryce-Harlow | General Counsel & Company Secretary
Name | Title
Samantha Reeves | Managing Director, Equity Capital Markets
Name | Title
Catherine Yuen | Lead Partner
Name | Title
Brendan Walsh | Lead Associate, Capital Markets
Natasha Forbes | Working Associate, Capital Markets
Financial Metric | Amount
Revenue | $1,870,000,000 ($1.87 billion)
Adjusted EBITDA | $312,000,000 ($312 million)
Net Income | $147,000,000 ($147 million)

CALDERWOOD & HARKNESS LLP

MEMORANDUM

MATTER NO.: 04781.00026

Record

Parties

Dates

Amounts