Update on Possible Offer for The Mission Group plc

THIS ANNOUNCEMENT IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE " CODE").

Brave Bison Group plc

("Brave Bison", together with its subsidiaries "the Group")

Update on Possible Offer

for

The Mission Group plc

No Intention to Make a Firm Offer

On 13 May 2024 Brave Bison announced it was considering an offer to acquire The Mission Group plc (the "Possible Offer" and "Mission"). On 3 June 2024, Brave Bison announced that it had submitted a revised proposal with enhanced terms to Mission (the "Revised Proposal"), which was subsequently rejected by the Mission Board on 6 June 2024.

The Revised Proposal provided for an exchange ratio of 13.9 Brave Bison shares for each Mission share. Based on the undisturbed Brave Bison share price of 2.525 pence per share on 10 May, the Revised Proposal represented a value for each Mission share of approximately 35.1 pence, representing a 55 per cent. premium to the undisturbed share price of 22.7 pence on 10 May 2024. The Revised Proposal also included a partial cash alternative of up to 50% of the offer value.

As part of the potential transaction, Brave Bison stated its intention to pay down a portion of Mission's £26.8 million of net debt to create a sustainable capital structure for the enlarged company.

The Mission Board, led by the Chairman, rejected Brave Bison's attempts for constructive dialogue and chose not to provide access to due diligence information or key management personnel. Further, the Mission Board has not offered an extension to the PUSU deadline by which Brave Bison would be required to make a firm offer for Mission pursuant to Rule 2.7 of the Code.

The Board of Brave Bison is disappointed by the lack of engagement from the Mission Board and does not believe that the Mission Board's strategy to deleverage the business will deliver value for Mission shareholders in excess of the Revised Proposal.

Brave Bison is a disciplined acquirer and is not willing to advance the Possible Offer without due diligence or access to key management. As such, Brave Bison confirms that it does not intend to make an offer for Mission under Rule 2.7 of the Code. This is a statement to which Rule 2.8 of the Code applies.

For the purposes of Note 2 on Rule 2.8 of the Code, Brave Bison, and any person(s) acting in concert with it, reserve the right to make or participate in an offer or possible offer for Mission (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within six months of the date of this announcement in the following circumstances:

• with the agreement of the Mission Board;
• following the announcement of a firm intention to make an offer for Mission by or on behalf of a third party;
• following the announcement by Mission of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or
• where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.

No profit forecasts or estimates

Except as otherwise set out herein, nothing in this announcement (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Brave Bison or Mission, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Brave Bison or Mission, as appropriate.

Sources & Bases of Information

• The indicative offer value per share of 35.10 pence has been calculated with reference to the Brave Bison closing price of 2.525p as at 10 May 2024, being the last trading day prior to the possible offer announcements released by Brave Bison and Mission on 12 and 13 May 2024 respectively.
• The premium has been calculated by reference to a price of 22.7 pence per Mission share, being the closing price on 10 May 2024 (being the last trading day prior to the date of the Possible Offer announcement).
• 30 April 2024 Mission net debt calculated as net bank debt of £22.2 million, acquisition obligations of £4.1 million and HMRC Time to Pay agreement of £0.5, as announced by Mission on 13 May 2024.