Increased Fourth Offer for System1 Group plc

THIS ANNOUNCEMENT IS NOT A PROSPECTUS NOR A PROSPECTUS EXEMPTED DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE OFFER OR THE NEW BRAVE BISON SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE ORIGINAL OFFER DOCUMENT AS AMENDED BY THE INCREASED OFFER DOCUMENT (WHEN PUBLISHED).

INCREASED FOURTH OFFER

by

BRAVE BISON GROUP PLC

(“BRAVE BISON”)

for

SYSTEM1 GROUP PLC

(“SYSTEM1”)

to create AIM's challenger marketing data

and technology company

Fourth and increased offer with an implied value of 360 pence per System1 share based on the Brave Bison 20-day-volume weighted average closing share price of 94 pence on 10 July 2026

Equivalent value of £47.5 million, or 11.3x FY27E System1 adjusted

operating profit consensus market expectations at 21 April 2026

Premium of 82% to the undisturbed System1 share price of 198 pence per System1 Share on 27 February 2026 immediately prior to Brave Bison’s strategic investment

LOIs received in respect of 11 per cent.

Brave Bison owned shares and LOIs for Fourth Offer

represent 38.9 per cent. of System1’s issued share capital

System1 Trading Update and Response

System1 reconfirms expected 5% year on year revenue growth in FY27

Brave Bison notes the publication by System1 on 10 September 2026 of its five-month FY27 trading update (the "5M Trading Update") and accompanying response to Brave Bison's firm offer.

In the 5M Trading Update, System1 repeated a profit forecast in respect of certain existing consensus market expectations for FY27. Those expectations comprise revenue of £38.8 million and adjusted profit before tax of £4.2 million and were originally published by System1 on 21 April 2026 and subsequently repeated in its annual results announcement on 8 July 2026 as it was required to do in accordance with the Takeover Code (“FY27E”). A summary table, including FY27E revenue and adjusted profit before tax together with additional consensus forecast estimates published as at 21 April 2026, is set out below.

__

*Source: arithmetic mean of FY27E consensus forecasts published in respect of System1 as at 21 April 2026, the underlying data for which is set out at Appendix 3 to this announcement

**Source: System1 audited annual report and accounts for the year ended 31 March 2026

***Source: System1 audited annual report and accounts for the year ended 31 March 2025

While Brave Bison welcomes the continued progress reported by System1, shareholders should note that those expectations imply revenue growth of only 5 per cent. compared with FY26 and only 4 per cent. compared with FY25 over a two-year period. Expected FY27 adjusted profit before tax of £4.2 million remains materially below the £5.2 million achieved in FY25 despite revenues being expected to return to broadly comparable levels.

Brave Bison further notes that consensus market expectations as at 21 April 2026 included adjusted profit after tax of only £2.9 million, some 34 per cent. below the £4.4 million reported in FY25.

Increased, Fourth Offer

Following publication of the System1 5M Trading Update, Brave Bison announces the terms of the following increased, fourth offer under which System1 Shareholders will be entitled to receive:

135 pence in cash

and

2.394 new Brave Bison shares

(the “Fourth Offer”)

Based on the Brave Bison 20-day-volume weighted average closing share price of 94 pence on 10 July 2026 (being the last Business Day before the commencement of the Offer Period), the Fourth Offer implies a total value of 360 pence for each System1 Share, representing a premium of:

82 per cent. to the undisturbed Closing Price of 198 pence per System1 Share on 27 February 2026 (being the last Business Day immediately prior to the announcement of Brave Bison's Strategic Investment);

49 per cent. to the blended price of 242 pence paid by Brave Bison for each System1 Share on 2 March 2026 as part of its Strategic Investment;

21 per cent. to 297 pence, being the value of the initial all-share proposal made on 8 June 2026; and

10 per cent. to 327 pence, being the value of the Third Offer announced on 30 July 2026.

The Fourth Offer implies a total value for the entire issued, and expected to be issued, share capital of System1 at £47.5 million based on the Brave Bison 20-day-volume weighted average closing share price of 94 pence on 10 July 2026 (being the last Business Day before the commencement of the Offer Period).

The Fourth Offer is equivalent to 11.3x of consensus market expectations at 21 April 2026 for System1's FY27E adjusted Operating Profit of £4.2 million.

Subject to full acceptance of the Fourth Offer, following completion, System1 Shareholders would hold approximately 16.6 per cent. of Brave Bison’s ordinary issued share capital.

On 30 July 2026, Brave Bison announced a firm offer to acquire the c.72 per cent. of System1’s issued and to be issued share capital not already owned by Brave Bison, with an implied value of 327 pence per System1 share at the date of that announcement (the “Third Offer”).

The Third Offer was made following two prior non-binding proposals made by Brave Bison to System1 on 8 June 2026 and 10 July 2026, so this Fourth Offer represents a third increase to the offer price that Brave Bison has proposed to the System1 Board.

Except as otherwise stated in this announcement, the terms and conditions of the Offer (being the offer made by Brave Bison to acquire all of the issued and to be issued System1 Shares not already owned by Brave Bison as set out in the offer document published on 27 August 2026 (the “Original Offer Document”) as amended by this announcement (“Offer”)) remain unchanged from those set out in the Original Offer Document.

The Alternative Offer, described in the Original Offer Document, is unchanged and remains open for acceptance in the manner described in the Original Offer Document.

Letters of Intent and Acceptance Condition

Brave Bison owns 3,534,010 System1 Shares, representing 27.85 per cent. of the System1’s issued share capital.

Brave Bison has in addition received letters of intent from the following System1 Shareholders to accept, or procure the acceptance of, the Fourth Offer in respect of, in aggregate, 1,388,891 System1 Shares, representing approximately 10.95 per cent. of System1’s issued share capital:

Stefan Barden (being a former CEO and director of System1) and members of the Barden Family in respect of 644,009 System1 Shares;

Heritage Capital Management Limited and Heritage Fund Managers Limited in respect of 327,692 System1 Shares;

Alex Batchelor in respect of 63,096 System1 Shares;

Sarah Kearon in respect of 339,629 System1 Shares; and

Heather Kearon in respect of 14,465 System1 Shares.

Brave Bison already either owns, or has received letters of intent to accept the Fourth Offer in respect of, in aggregate 4,922,901 System1 Shares representing approximately 38.9 per cent. of System1's issued share capital.

The Fourth Offer remains conditional on, among other things, a minimum acceptance condition of greater than 50 per cent. of the voting rights normally exercisable at a general meeting of System1. Further details of these letters of intent are set out in Appendix 1 to this announcement.

Alternative Offer

As a result of the acquisition by Brave Bison of interests in shares in System1 in exchange for the issue of new Brave Bison Shares within the 12 months prior to the commencement of the Offer Period which amounts to in aggregate more than 10 per cent. of the shares carrying voting rights in System1, pursuant to Rule 11.2 of the Takeover Code (and Notes 1 and 2 thereon), as an alternative to the Fourth Offer, Brave Bison was required to make an offer wholly in Brave Bison shares to eligible System1 Shareholders at a ratio of 3.36 New Brave Bison Shares for each System1 Share held (being the terms on which the relevant acquisition was made). System1 Shareholders will receive the Fourth Offer unless an election is made to receive the Alternative Offer.

Subject to full acceptance of the Alternative Offer, following completion, System1 Shareholders would hold approximately 21.8 per cent. of Brave Bison’s ordinary issued share capital.

Brave Bison Current Trading

On 26 August 2026, Brave Bison announced its unaudited interim results for the six-month period ending 30 June 2026.

H1 FY26 Financial Highlights

• EBITDA is defined as earnings before interest, taxation, depreciation and amortisation, and after adding back acquisition costs, restructuring costs and share-based payments.
• Profit Before Tax is stated after adding back acquisition costs, restructuring costs, impairments, amortisation of acquired intangibles and share-based payments, and is after the deduction of costs associated with property leases.
• Profit After Tax divided by the weighted average number of ordinary shares in issue. Pursuant to a share consolidation approved by Brave Bison shareholders on 14 July 2025, the Company’s issued ordinary share capital was consolidated on a 20 for 1 basis on 15 July 2025.
• Delisting and re-registration

Following the Offer becoming or being declared unconditional, subject to any applicable requirements of AIM, System1 Shareholders are notified that if Brave Bison receives acceptances under the Offer in respect of, and/or otherwise acquires 75 per cent. or more of the voting rights carried by the System1 Shares (including System1 Shares it already owns), Brave Bison intends to procure that System1 will make an application to cancel the admission to trading of all System1 Shares on AIM and to re-register System1 as a private limited company under the relevant provision of the Companies Act 2006.

It is anticipated that such cancellation of admission to trading will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional, subject to compliance with applicable requirements of the AIM Rules.

The cancellation of admission to trading on AIM and the re-registration would significantly reduce the liquidity and marketability of any System1 Shares not assented to the Offer. Any remaining System1 Shareholders would become minority shareholders in a private limited company controlled by Brave Bison, and there can be no certainty that such System1 Shareholders will again be offered an opportunity to sell their System1 Shares on terms which are equivalent or comparable to those under the Offer.

Financing of the Fourth Offer

The cash consideration payable to the System1 Shareholders by Brave Bison under the Fourth Offer will be financed by way of the Facilities Agreement.

Cavendish, in its capacity as financial adviser to Brave Bison, is satisfied that sufficient resources are available to Brave Bison to satisfy in full the cash consideration payable to System1 Shareholders pursuant to the Fourth Offer.

Further details in respect of the Facilities Agreement are included in the Original Offer Document.

Publication of the Increased Offer Document

An offer document containing details of the terms of the Fourth Offer (the “Increased Offer Document”), together with an updated Form of Acceptance and Election (the “Second Form of Acceptance and Election”) will be published shortly and posted to System1 Shareholders.

Participants in the System1 Share Schemes will be contacted regarding the effect of the Offer on their rights under such schemes or options and provided with further details concerning the proposals which will be made to them in due course. Details of the proposals will be set out in separate letters to be sent to participants in the System1 Share Schemes.

Valid acceptances of the Cash and Share Offer or the Alternative Offer made to date pursuant to the Original Offer Document shall be deemed to be acceptances of the Offer in accordance with paragraph 4 of Part D of Part 2 to the Original Offer Document. Therefore System1 Shareholders who have already validly accepted (and not validly withdrawn) the Cash and Share Offer or the Alternative Offer pursuant to the Original Offer Document are not required to take any further action in respect of the Offer.

General

This announcement should be read in conjunction with the full text of the firm offer announcement dated 30 July 2026 and the Original Offer Document, copies of which are available on Brave Bison’s website at https://bravebison.com/investors/?tab=offer-for-system1.

Cavendish has given and not withdrawn its consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

Defined terms used but not defined in this announcement have the meanings given in the Original Offer Document unless the context requires otherwise.

Addleshaw Goddard LLP is acting as legal adviser to Brave Bison.

The LEI of Brave Bison is 213800BEII7EWIN8X308.

The LEI of System1 is 213800TDLR42C3Q9ZB74.

No prospectus

Notices relating to the United States

Neither this announcement, the Original Offer Document, the Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election nor any other document relating to the Offer constitutes a public offer of securities for sale in the United States or a public offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national, state or other securities exchange of, the United States.

Publication on Brave Bison website

Other Disclosure Requirements of the Code

No Profit Forecasts

Requesting Hard Copy Documents

APPENDIX 1

LETTERS OF INTENT

The following System1 Shareholders have given a letter of intent to accept or procure acceptance of the Fourth Offer:

__

• Includes 50,089 System1 Shares held by Stefan Barden’s wife, Sandra Barden.

Copies of these letters of intent are available on Brave Bison’s website at https://bravebison.com/investors/?tab=offer-for-system1

APPENDIX 2

BASES AND SOURCES IN RESPECT OF BRAVE BISON

In this announcement:

• As at the close of business on 11 September 2026, being the last Business Day prior to this announcement:

1.1 System1 has in issue 13,226,773 System1 Shares, of which 537,700 System1 Shares are held in treasury (based on publicly available information); and

1.2 Brave Bison had in issue 116,319,751 Brave Bison Shares.

• The value of the existing issued and to be issued share capital pursuant to the Offer is based upon the issued share capital of System1 as at 11 September 2026 (being the last Business Day prior to this announcement), being 13,183,963 ordinary shares of £0.01 each.
• The expected to be fully diluted share capital of System1 (being 13,183,963 System1 Shares) is calculated on the basis of:

3.1 the number of issued System1 Shares referred to in paragraph 1.1 above (excluding the System1 Shares held in treasury); and

3.2 the Brave Bison expectation that 494,890 System1 Shares may be issued on or after the date of this announcement on the exercise of options or vesting of awards granted or agreed to be granted under the System1 Share Schemes due to vest (i) during the Offer Period and (ii) as a result of the Offer (based on publicly available information).[1]

• Unless otherwise stated, all prices and Closing Prices for System1 Shares or Brave Bison Shares are closing middle market quotations derived from Bloomberg.
• Unless otherwise stated, all volume weighted average share price data is derived from Bloomberg.
• The minimum and maximum percentage of the share capital of the Enlarged Group that System1 Shareholders will own following the Offer becoming Effective is calculated on the basis of:

6.1 the issued share capital of Brave Bison referred to in paragraph 1.2 above;

6.2 the 32,423,843 New Brave Bison Shares that System1 Shareholders will receive under the terms of the Alternative Offer, based on the fully diluted share capital of System1 referred to in paragraph 3 above, less the 3,534,010 System1 Shares already owned by Brave Bison and assuming the Alternative Offer is elected for by all System1 Shareholders; and

6.3 the 23,101,988 New Brave Bison Shares that System1 Shareholders will receive under the terms of the Cash and Share Offer, based on the fully diluted share capital of System1 referred to in paragraph 3 above and assuming the Cash and Share Offer is elected for by all System1 Shareholders.

7. 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 and a closing mid-market price of 86.0 pence per ordinary share on 11 September 2026 (being the last Business Day prior to this announcement). 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 in 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[2]).
• Consensus market expectations of System1 FY27E adjusted operating profit at 21 April 2026 were £4.2 million. This equates to a 11.3x multiple based on the Fourth Offer value for the issued and expected to be issued ordinary share capital of System1 of £47.5 million.
• Certain figures contained in this announcement have been subject to rounding adjustments.

APPENDIX 3

FY27E CONSENSUS IN RESPECT OF SYSTEM1

At 21 April 2026 Canaccord Genuity Limited and Singer Capital Market Limited published forecasts in respect of System1.

Canaccord Genuity Limited are acting as financial adviser, Rule 3 adviser, nominated adviser and broker to System1 and Singer Capital Markets Limited are joint brokers to both System1 and to Brave Bison. The Takeover Panel has confirmed that notwithstanding the fact that both Canaccord Genuity Limited and Singer Capital Markets Limited are connected advisers to parties to the Offer, their consensus at 21 April 2026 can be included in this announcement.

These high and low estimates in respect of System1 consensus market expectations for FY27E as at 21 April 2026 have been compiled and published by Brave Bison in accordance with Rule 27.8 of the Takeover Code. A copy of these consensus market expectations is also available on Brave Bison’s website at https://bravebison.com/investors/?tab=offer-for-system1.

Reference to the consensus market expectations for FY27E as at 21 April 2026 in this announcement has been made without the agreement or approval of System1. In accordance with Rule 28.7(c)(v) of the Takeover Code, Brave Bison confirms that, save in respect of revenue and adjusted profit before tax, the consensus market expectations for FY27E as at 21 April 2026 are not endorsed by System1 and have not been reviewed or reported on in accordance with the requirements of Rule 28.1(a) of the Takeover Code.

[1] In the System1 2025 Annual Report, the System1 Board stated that there would be a maximum of 10% of the issued share capital of System1 to be granted pursuant to the 2025 LTIP. On this basis Brave Bison has assumed that awards representing the full 10% of the issued share capital of System1 has been granted.

[2] The Brave Bison H2 FY25A annualised platform net revenue figure has been calculated by reference to the Brave Bison management accounts for December 2025 with such figure multiplied by two to get to an annualised figure.