Response to announcement by Brave Bison Group plc

The Board of System1 Group plc (the "Board") notes the announcement (the "Announcement") released earlier today by Brave Bison Group plc ("Brave Bison") in accordance with Rule 2.4 of the City Code on Takeovers and Mergers (the "Code").

The Board confirms that, on 8 June 2026, it received an unsolicited, indicative proposal from Brave Bison in relation to a possible all-share offer for the entire issued and to be issued share capital of System1 not already held by Brave Bison. The proposal was an exchange ratio of 3.5988 new Brave Bison shares for each System1 share (the "Initial Proposal"). This Initial Proposal represented no premium to the System1 share price at that time and would have led to System1 shareholders holding approximately 24%1 of the enlarged Brave Bison.

The Board, together with its advisers, carefully considered the Initial Proposal and unanimously concluded that it materially undervalued System1 and its prospects. Notwithstanding this, acknowledging Brave Bison's position as a major shareholder of System1, the Board has engaged constructively and shared certain information with Brave Bison. This has led to a period of dialogue with the intent to help Brave Bison materially improve the terms of its Initial Proposal.

Following the Initial Proposal no further proposal had been received from Brave Bison and as a result, the Board unanimously and unequivocally rejected the Initial Proposal on 8 July 2026.

The Board notes the Announcement and Brave Bison's improved proposal which, based on an exchange ratio of 2.7553 new Brave Bison shares and 68 pence in cash for each System1 share (the "Revised Proposal"), represents a value of 317 pence per System1 share, based off the closing price of Brave Bison of 90.5 pence per share on 10 July 2026, being the last business day prior to the Announcement.

The Revised Proposal represents approximately a 4 per cent. premium to the System1 share price on 10 July 2026, being the last business day prior to the Announcement, based on Brave Bison's share price on the same date.

The Board of System1 was informed of the Announcement on 10 July 2026. It has considered the Revised Proposal with its advisers and believes it materially undervalues System1. The Board unanimously and unequivocally rejects the Revised Proposal.

The Revised Proposal does not include any notable premium for control of System1. The reference in the Announcement to higher premiums linked to historic share prices, notably 27 February 2026, the date prior to the announcement of Brave Bison's investment in System1, should be treated with caution. On 16 March 2026, System1 released a positive trading update which had a sustained positive impact on the System1 share price.

The Board of System1 notes Brave Bison's intention to restructure its operations around three operating divisions including a Marketing Effectiveness division led by James Gregory, CEO of System1. The Board wishes to clarify that no specific role or rewards were discussed with James Gregory, and this has not been agreed. The Board also wishes to confirm that no agreement has been reached with Brave Bison regarding the 494,890 ordinary shares in System1 that Brave Bison assumes will be issued pursuant to awards related to the System1 management long-term incentive plan.

Positive Outlook reaffirmed in FY26 Final Results statement

On 16 March 2026, System1 released a Trading Update detailing a strong FY26 H2 trading performance. In the Group's FY26 Final Results, released on 8 July 2026, the Board confirmed a record H2 revenue and new business performance, and announced an increase to the proposed final dividend, reflecting the Board's confidence in the Group's prospects. The outlook statement confirmed FY27 had seen continued strong new business activity and noted System1 entered FY27 with a broader customer base, strong operating discipline and a clear pathway to sustainable growth. The Board believes the Revised Proposal does not reflect this positive outlook.

A further announcement will be made if and when appropriate. Shareholders are advised to take no action at this time.

In accordance with Rule 2.6(a) of the Code, Brave Bison must, by no later than 5.00 p.m. (London time) on 7 August 2026, either 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. The deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

This announcement has been made by System1 without the approval of Brave Bison.

There can be no certainty either that an offer will be made.

As a consequence of the Announcement, an offer period has now commenced in respect of System1 in accordance with the Code and the attention of System1 shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

Further information on the Company can be found at www.System1group.com.

1 The Initial Proposal was based off an exchange ratio of 3.5988 new Brave Bison shares for each System1 share, determined by reference to the 30-day volume weighted average prices of both companies at the time of the Initial Proposal, being 82.5 pence per Brave Bison share and 297 pence per System1 share, respectively.

Rule 2.9 information

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