Possible Offer for System1 Group Plc

Possible Offer

for

Potential combination between Brave Bison and System1 to create

AIM's challenger marketing data and technology company

Enlarged group to generate net revenues of £79 million

and Adjusted EBITDA of £14 million on a pro-forma basis

Possible cash-and-share offer values System1 at £43.1 million, equivalent to 20x FY26A operating profit and a 65% premium to the undisturbed share price

Brave Bison, the next-generation marketing and technology partner for global brands, notes the press speculation and is pleased to confirm that collaborative discussions have been underway between the boards of Brave Bison and System1 Group plc ("System1") regarding a potential combination (the "Combination").

The Combination would be implemented by way of an offer for the 72% of System1 share capital not already owned by Brave Bison (the "Possible Offer").

This announcement is intended to facilitate open conversations between the boards of Brave Bison and System1 with their respective shareholders.

No equity fundraising is required to progress the Possible Offer.

An investor presentation relating to the Combination will be made available on 16 July 2026 at: https://bravebison.com/investors/possible-offer

Background to the Possible Offer

Whilst the board of System1 rejected Brave Bison's original proposal on grounds of value, it has acknowledged in discussions that a combination of the two businesses has a strong underlying industrial logic.

The Combination would create AIM's challenger marketing data and technology company with pro-forma net revenues of £79 million and Adjusted EBITDA of £14 million on a pro-forma basis. This pro-forma does not include cost savings derived from duplicate board, plc, property and IT costs which have the potential to increase profitability further.

Brave Bison currently owns 3,534,010 shares in System1 representing 28% of System1's issued share capital and is System1's largest shareholder. This strategic investment by Brave Bison, acquired on 2 March 2026, included a share exchange with System1's founder, John Kearon, who now has an 8% shareholding in Brave Bison.

The board of System1 engaged constructively with Brave Bison's first approach, and Brave Bison has been provided with access to focused due diligence information along with being granted access to System1's high-quality management team, led by CEO James Gregory.

This provision of certain financial information has enabled Brave Bison to put forward the Possible Offer which represents an increase of 10% to the 297 pence value of the initial, all-share proposal made to the board of System1 on 8 June 2026. Following consultation with, and feedback from, the System1 board in addition to the increased value the Possible Offer has been revised to include a cash element.

Following consultation with the board of System1 and its advisors, the Possible Offer assumes that 494,890 ordinary shares in System1 will be issued pursuant to awards under related to the management long-term incentive plan that will be subject to an accelerated vesting if the Possible Offer were to progress.

Possible Offer Terms

Brave Bison is pleased to announce that the terms of the Possible Offer are that for each System1 share in issue, shareholders will receive:

68 pence in cash

and

2.7553 new Brave Bison shares

Based on the Brave Bison 20-day volume-weighted average share price of 94 pence to 10 July 2026, the Possible Offer represents a value for each System1 share of approximately 327 pence, representing a premium of:

• 65 per cent. to the undisturbed closing price of a System1 share of 198 pence on 27 February 2026, the business day immediately prior to the announcement of Brave Bison's strategic investment;
• 35 per cent. to the blended price of 242 pence paid by Brave Bison to acquire its 28% strategic shareholding in System1 on 2 March 2026; and
• 7 per cent. to the closing price of 305 pence per System1 share on 10 July 2026, being the business day immediately prior to this announcement.

System1 shareholders would own approximately 19% of the enlarged group (assuming acceptance in full of the Possible Offer) and would stand to participate directly in the future value creation potential of the enlarged group, including the benefits of increased scale, potential cost synergies and future growth opportunities.

The Possible Offer values the entire issued, and to be issued, share capital of System1 at £43.1 million, equivalent to 20.4x of System1's FY26A Operating Profit.

The cash consideration of the Possible Offer, if made, would be fully funded by a credit facility made available on a certain funds basis and is in advanced stages of negotiation. No equity fundraising would be required to implement the Combination.

Industrial Logic

The Combination would create AIM's challenger marketing data and technology company with pro-forma net revenues of £79 million and Adjusted EBITDA of approximately £14 million on a pro-forma basis.

The enlarged group would have a highly desirable revenue mix, with approximately 58% of net revenue derived from high-margin, low marginal cost, scalable platform solutions (V). Furthermore, revenue would be diversified across UK, EU and US, with over 700 customers, and limited customer concentration risk.

The marketing technology landscape is undergoing rapid and fundamental change, and AI-native capabilities are fast becoming the price of entry in modern markets. Well-resourced competitors are moving quickly, and the businesses best placed to lead are those with the financial firepower, talent platform, and technical infrastructure to invest decisively and at pace.

Together, Brave Bison and System1 would have the scale, capital, and strategic backing to accelerate product development, attract and retain world-class talent, and compete aggressively for the growth opportunities that the current AI-driven transformation in marketing technology is creating.

Following completion of the Combination, Brave Bison intends to restructure its operations around three operating divisions:

• Marketing Effectiveness: led by James Gregory, comprising System1 together with future acquisitions of platforms and consulting businesses that help global CMOs make smarter, more accountable marketing investment decisions. System1's evidence-based methodology enables brands to optimise creative and media spend with greater confidence. Clients include Ikea, Pfizer and Sky
• Marketing Excellence: comprising MiniMBA, the leading marketing skills platform for training global marketing departments. MiniMBA delivers practical, commercially-focused learning programmes to individual practitioners and enterprise clients, with an expanding international footprint including active US growth. Clients include Nestle, Omnicom and BT
• Marketing Delivery: comprising Brave Bison's agency activity across performance marketing, social media/influencer and insight services, serving global brands and sports/media rights holders. The division combines full-funnel digital execution with deep sector expertise in sport and entertainment, giving clients a single delivery partner across paid, organic, and audience-insight disciplines. Clients include New Balance, Primark and PGA Tour

Together, these divisions would create an AI-enabled platform spanning measurement, capability building and execution against the same enterprise marketing budget.

The Board believes that the enlarged group would be likely to gain inclusion in the AIM 100 Index, increasing its relevance to a broader universe of institutional investors and materially expanding its potential shareholder base. Furthermore, the increased size and scale of the enlarged group would likely increase the liquidity of the enlarged group's ordinary shares, further benefitting both company's respective investors.

Other Matters

Pursuant to Rule 2.5 of the Code, Brave Bison reserves the right to vary the form and/or mix of the consideration described above in this announcement.

Brave Bison reserves the right to make an offer for System1 on less favourable terms than the form described above in this announcement (subject always to Rule 11.2 of the Code):

• with the agreement or recommendation of the Board;
• if a third party announces a firm intention to make an offer for System1 on less favourable terms than those contemplated under the terms of the Possible Offer; or
• following the announcement by System1 of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).

This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code. There can be no certainty that any firm offer will be made for System1.

As required by Rule 2.6(a) of the Code, Brave Bison is required, by not later than 5:00 p.m. (London time) on 7 August 2026, being 28 days after today's date, either to announce a firm intention to make an offer for System1 in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

This deadline can be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code and will cease to apply in the circumstances set out in Rule 2.6(b) of the Code (if a firm intention to make an offer for System1 in accordance with Rule 2.7 of the Code is announced by another bidder prior to the deadline).

As a result of acquisitions by Brave Bison of interests in shares in System1 in exchange for the issue of Brave Bison shares within the 12 months prior to the commencement of the offer period which amount to in aggregate more than 10 per cent. of the voting rights of System1, Brave Bison would, pursuant to Rule 11.2 of the Code (and Notes 1 & 2 thereon), and in addition to the Possible Offer described in this announcement, be obliged to ensure that any offer for System1 includes an alternative offer made wholly in Brave Bison shares at a ratio of not less than 3.36 Brave Bison shares for each System1 share.

There is no separate obligation under Rule 11.1 of the Code (and Note 5 thereon) for Brave Bison to make an offer wholly in cash as the new Brave Bison shares issued by way of consideration for its acquisition of System1 shares are subject to lock up arrangements which will apply until after any offer has lapsed or any offer consideration has been sent to accepting shareholders.

Sources and Bases of Information

• Pro forma revenue figures for the enlarged group comprise the aggregate of: (a) annualised H2 FY25A Brave Bison net revenues in the year ended 31 December 2025 (Brave Bison H2 FY25A: £22.1 million revenue); and (b) annualised H2 FY26A System1 Gross Profit in the year ended 31 March 2026 (System1 H2 FY26A: £17.4 million gross profit). System1 reports revenue on a gross basis whereas Brave Bison reports net revenue. Accordingly, System1 gross profit has been used as the most directly comparable measure to Brave Bison net revenue for the purposes of the pro forma presentation.

Pro forma adjusted EBITDA figures for the enlarged group comprise the aggregate of: (a) annualised H2 FY25A Brave Bison adjusted EBITDA in the year ended 31 December 2025 (Brave Bison H2 FY25A: £4.5 million adjusted EBITDA); and (b) annualised H2 FY26A System1 adjusted EBITDA in the year ended 31 March 2026 (System1 H2 FY26A: £2.7 million adjusted EBITDA).

• The fully diluted voting share capital of System1 being 13,183,963 is calculated on the basis of:
• System1 having 13,226,773 ordinary shares of 1 penny each in issue, of which 537,700 System1 ordinary shares are held in treasury; and
• 494,890 ordinary shares which may be issued on or after the date of this announcement due to the accelerated vesting of the System1 management long-term incentive plan.
• FY26A System1 operating profit was £2.11 million, this equates to a 20.4x multiple based on the Possible Offer value at £43.1 million.
• For the purposes of this announcement, it has been assumed that Brave Bison has 116,319,751 ordinary shares of 2 pence each in issue with a closing mid-market price of 90.5 pence per ordinary share on 10 July 2026. The "blended average purchase price" referred to herein refers to the weighted mean average price paid by Brave Bison per System1 shares in cash and share transactions in acquiring its strategic investment in System1 ordinary shares March 2026, based on a Brave Bison share price of 74 pence per share.
• Platform net revenues are assumed to be £30.9 million for System1 (FY26A), and £16 million for Brave Bison (annualised H2 FY25A)
• Certain figures included in this announcement have been subject to rounding adjustments
• Share price information and volume weighted average prices are derived from Bloomberg data and have been rounded to the nearest decimal place.

Rule 2.9 disclosure

Rule 26.1

Profit Forecasts and Estimates

Additional Information

This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.