Unequivocal Rejection of Offer from Brave Bison

The Board of System1 Group plc (the "Board") notes the announcement (the "Brave Bison Rule 2.7 Announcement") released on 30 July 2026 by Brave Bison Group plc ("Brave Bison") in relation to an offer for System1 for a revised consideration of 2.04 new Brave Bison shares and 135 pence in cash for each System1 share (the "Revised Offer").

Based on Brave Bison's closing share price of 91.5 pence per share on 29 July 2026, being the last business date before the Brave Bison Rule 2.7 Announcement, the Revised Offer implies a value of 321.7 pence per System1 share. This represents a discount of 6.8 per cent. to System1's closing share price of 345.0 pence per share on 29 July 2026.

The Board also notes the all-share offer, comprising 3.36 Brave Bison shares for each System1 share (the "Alternative Offer"). The Alternative Offer, based on Brave Bison's closing share price of 91.5 pence on 29 July 2026, being the last business date before the Brave Bison Rule 2.7 Announcement, implies a value of 307.4 pence for each System1 share. This represents a discount of 10.9 per cent. to System1's closing share price of 345.0 pence per share on 29 July 2026.

The Board does not see the Revised Offer or the Alternative Offer as representing an acceptable fair value for all shareholders and, as a result, the Board of System1 unanimously and unequivocally rejects the Revised Offer and the Alternative Offer.

Absence of shareholder support

The Board notes that in the Brave Bison Rule 2.7 Announcement, Brave Bison stated that it has consulted with System1 shareholders representing approximately 14 per cent. of System1's issued share capital. The Board notes the clarification announcement released on 30 July 2026 that confirms that Brave Bison has not received any letters of support in respect of the Revised Offer.

Terms of the Revised Offer - no premium for control

The Revised Offer represents approximately a 6.8 per cent. discount to the System1 closing share price of 345.0 pence on 29 July 2026, being the last business day prior to the date of the Brave Bison Rule 2.7 Announcement, based on Brave Bison's closing share price on the same date of 91.5 pence per Brave Bison share. An offer made at a discount to the current share price is not customary and does not provide all shareholders with a premium for control.

The Board notes that the Brave Bison 2.7 Announcement uses the 20-day-volume weighted average closing share price of Brave Bison of 94 pence on 10 July 2026 (being the last business date before the commencement of the offer period) but highlights that this is not the level at which the Brave Bison shares are trading currently. The closing share price of Brave Bison on 30 July 2026 was 88.5 pence per share. This would reduce the Revised Offer to an implied value of 315.5 pence per share.

The Revised Offer - no real change in value

The Board notes the 10 July 2026 proposal from Brave Bison 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.

Based on Brave Bison's closing share price of 91.5 pence per share on 29 July 2026, being the last business date before the Brave Bison Rule 2.7 Announcement, the Revised Offer implies a value of 321.7 pence per System1 share.

The Revised Offer only represents an increase of 1.5 per cent. over the Revised Proposal.

• Reference to various premia, including 65% premium to the undisturbed price

The Board notes the references in the Revised Offer in relation to certain premia linked to System1's historic share prices, notably 27 February 2026 when the System1 share price closed at 198.0 pence per share, the date prior to the announcement of Brave Bison's investment in System1 over four months ago. The Board believes these references are inappropriate as they suggest the rise in System1's share price is solely linked to the Brave Bison investment. The references omit the fact that System1 announced a positive trading update on 16 March 2026.

The System1 share price closed at 212 pence per share on 13 March 2026, the business day prior to System1's trading update that was announced on 16 March 2026. The Board believes this announcement together with the publication of the Company's 31 March 2026 year end results, announced on 8 July 2026, have had a sustained positive impact on the System1 share price and should be considered when evaluating any suggested premium by Brave Bison. The Board notes that System1's closing share price was 305 pence per share on 10 July 2026, being the last business date before the commencement of the offer period.

LTIP

The Board notes that the Brave Bison Rule 2.7 Announcement references guidance that the System1 Remuneration Committee intends to waive a number of the LTIP vesting conditions over awards. The Board also notes that in Brave Bison's initial indicative offer letter on 8 June 2026, Brave Bison set out that they had assumed the Board would seek, subject to its Remuneration Committee's procedures, to vest the FY27 tranche of System1's 2025 LTIP and 2024 Employee Share Option Scheme.

The Board confirms that the Remuneration Committee has not met to discuss the LTIP in the context of the Revised Offer and as such no decisions have been taken by the Remuneration Committee , in respect of the possible issuance of shares in relation to the Company's LTIP.

Trading update

On 16 March 2026, System1 released a Trading Update detailing a strong trading performance. In the Group's 31 March year end results, announced 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 Offer and the Alternative Offer do not reflect this positive outlook.

A trading update will be provided in August 2026.

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

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