Increased Final 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 FINAL OFFER DOCUMENT (WHEN PUBLISHED).

INCREASED FINAL* OFFER

by

BRAVE BISON GROUP PLC

(“BRAVE BISON”)

for

SYSTEM1 GROUP PLC

(“SYSTEM1”)

to create AIM's challenger marketing data

and technology company

Oliver Green, Executive Chairman of Brave Bison, commented:

“Today we make our fifth and final* offer to acquire System1. This final offer includes a 13% increase to the prior offer, with the incremental value paid entirely in cash. Brave Bison either owns or has received irrevocable undertakings/ letters of intent to accept the final offer in respect of 39.67 per cent. of System1's issued share capital.

In addition, having listened to shareholders, we have designed an instrument – the Bison CVR – that provides System1 shareholders with price protection on their Brave Bison shares. If, following publication of Brave Bison's FY27 final results, the Brave Bison 60 day VWAP share price does not exceed 94 pence, System1 shareholders will receive 20 pence per share in cash for each CVR.

Investors should note that the 180p cash consideration of our offer is alone worth 91% of the System1 share price on 27 February 2026, the day before we bought our stake in System1.

The strategic rationale for this acquisition is clear. Over 20 years, System1 has built one of the largest databases linking the characteristics of advertising to emotional response and commercial results. As advertisers move their marketing into AI-driven systems, that database can become central to how campaigns are created and approved.

Under Brave Bison's ownership, System1 would evolve from a research platform into the creative intelligence layer inside global advertisers' AI marketing systems, predicting how people will feel each time those systems create, edit or approve marketing activity.”

Increased Final* Offer

Brave Bison is pleased to announce the terms of a final* offer to acquire the entire issued, and to be issued, share capital of System1 not already owned by Brave Bison (the “Offer Shares”).

Under the Final Offer, System1 Shareholders will be entitled to receive for each System1 Share:

180 pence in cash

and

2.394 New Brave Bison Shares

and

1 Bison CVR

a contingent value right which may deliver 20 pence in cash

(the “Bison CVR”)

(in aggregate, the “Final Offer”)

Final Offer transaction value (excluding the Bison CVR)

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 Final Offer excluding the Bison CVR, implies a total value of 405 pence for each System1 Share, representing a premium of:

105 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);

67 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;

13 per cent. to 360 pence, being the value of the Fourth Offer announced on 13 September 2026.

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 Final Offer, excluding the Bison CVR:

implies a total value for the entire issued, and expected to be issued, share capital of System1 at £53.4 million; and

is equivalent to 10.7x of System1's forecasted FY27 adjusted profit before tax of £5.0 million as set out in the System1 trading update announcement of 24 September 2026.

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

The Bison CVR

The Bison CVR would pay System1 Shareholders who accept the Final Offer (excluding Restricted Overseas Persons):

20 pence in cash per System1 Share

provided that the volume weighted average price of a Brave Bison Share is 94 pence or lower for the 60 trading days following publication of Brave Bison’s financial year 2027 final results (expected to be announced in April 2028).

The Brave Bison Directors believe strongly in the industrial and capital markets logic for the combination of Brave Bison and System1. This belief is underpinned by the expectation that the combined business will produce substantially greater profits over the medium term, and that these profits will be recognised and valued by a deeper pool of professional investors.

The table below sets out an illustrative example of the potential value of the Bison CVR when it is calculated in July 2028, and the illustrative implied value of the consideration that System1 Shareholders would have received under the Final Offer that time:

* This column shows the actual Brave Bison closing share price at the close of business on 6 October 2026

In July 2028, when the Bison CVR is assessed, System1 Shareholders would have received cash and share consideration under the Final Offer with an implied value of up to 425p if the Brave Bison share price is 94 pence and the Bison CVR becomes payable.

Bison CVR Holders are still entitled to receive the Bison CVR even if they sell their New Brave Bison Shares before payment of the Bison CVR.

If the volume weighted average price of a Brave Bison Share is greater than 94 pence for the 60 trading days following publication of Brave Bison’s financial year 2027 final results, the value of the Bison CVR will be zero.

The Bison CVR is structured as a contingent value right, with further details provided in paragraph 3 below.

System1 Shareholders are strongly advised to read paragraph 3 of this announcement in full, which contains further information on the Bison CVR.

Terms of the Offer

Except as otherwise stated in this announcement, the terms and conditions of the Offer remain unchanged from those set out in the Original Offer Document (as revised by the Increased Offer Document).

*The financial terms of the Offer are final and will not be increased, save that Brave Bison reserves the right to increase the financial terms of the Offer where: (i) there is an announcement on or after the date of this announcement of an offer or possible offer, including a partial offer for greater than 30 per cent. of System1’s issued share capital, or a firm intention to make an offer for System1 by any third party offeror or potential offeror, including where any such announcement is made by System1; (ii) System1 makes an announcement of the kind referred to in Rule 31.8 of the Takeover Code after Day 39 of the Offer; or (iii) the Panel otherwise provides its consent, which will only be given in wholly exceptional circumstances.

• Irrevocable Undertaking, Letters of Intent and Acceptance Condition

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

Irrevocable undertakings

Brave Bison has received irrevocable undertakings from the following System1 Shareholders to accept, or procure the acceptance of, the Final Offer in respect of 1,361,419 System1 Shares, representing approximately 10.73 per cent. of System1’s issued share capital at the Latest Practicable Date:

Stefan Barden (being a former CEO and director of System1) and members of the Barden family in respect of 694,098 System1 Shares;

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

Sarah Kearon in respect of 339,629 System1 Shares.

These irrevocable undertakings replace and supersede the letters of intent previously given by the relevant System1 Shareholders, as previously announced by Brave Bison.

Further details of these irrevocable undertakings (including the circumstances in which they may lapse) is set out in Appendix 1 to this announcement.

Letters of intent

Brave Bison has, as previously announced, received letters of intent from the following System1 Shareholders to accept, or procure the acceptance of, the Final Offer:

Alex Batchelor (being a former COO of System1) in respect of 63,096 System1 Shares; and

Heather Kearon in respect of 14,465 System1 Shares.

In addition, Brave Bison has received a letter of intent from Cornamusa Capital EAF, SL (in its capacity as advisor to Gesalcala SGIIC) (“Cornamusa”) to recommend to Gesalcala SGIIC that Gesalcala SGIIC accepts, or procures the acceptance of, the Final Offer in respect of the 61,000 System1 Shares beneficially owned by Gesalcala SGIIC.

Accordingly, Brave Bison has received letters of intent to accept, or procure the acceptance of, (and in the case of the letter of intent from Cornamusa, to recommend that the beneficial owner procures the acceptance of) the Final Offer in respect of, in aggregate, 138,561 System1 Shares, representing approximately 1.09 per cent. of System1’s issued share capital at the Latest Practicable Date

Acceptance Condition

Accordingly, Brave Bison already either owns, has received irrevocable undertakings to accept the Final Offer, or letters of intent in respect of the acceptance of the Final Offer, in respect of, in aggregate 5,033,990 System1 Shares, representing approximately 39.67 per cent. of System1's issued share capital at the Latest Practicable Date.

The 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.

Details of the Bison CVRs

System1 Shareholders are strongly advised to read this paragraph 3 in full.

System1 Shareholders should obtain their own independent professional legal, financial and tax advice in relation to the acquisition and holding of Bison CVRs in the light of their own particular circumstances. System1 Shareholders should be aware that the value of a Bison CVR will be uncertain until the date upon which entitlements under the CVR are determined in accordance with the Deed Poll, and may be zero. The Takeover Code does not apply to the Bison CVR following the Effective Date.

Introduction

Under the terms of the Final Offer, each System1 Shareholder accepting the Final Offer (other than Restricted Overseas Persons) will receive one Bison CVR for each System1 Share they hold.

The Bison CVRs, which are contingent contractual entitlements to payment in certain circumstances, have been constituted by a deed poll entered into by Brave Bison on the date of this announcement (the “Deed Poll”), a copy of which is available at https://bravebison.com/investors/?tab=offer-for-system1.

Under the terms of the Deed Poll, each Bison CVR will entitle its holder to a cash payment of 20 pence following the occurrence of a Trigger Event.

Restricted Overseas Persons will not be entitled to receive the Bison CVRs. Instead, Bison CVRs to which such Restricted Overseas Persons would otherwise be entitled will be issued to the Nominee, who will hold such Bison CVRs on behalf of such Restricted Overseas Persons. To the extent that the Bison CVR Entitlement is payable pursuant to the terms of the Deed Poll, Brave Bison will pay the amount of such Bison CVR Entitlement to the Nominee, who will then pay such amount in cash to the relevant Restricted Overseas Persons (or such payment will be made directly by Brave Bison to the relevant Restricted Overseas Persons). Further details are set out in the Deed Poll and will be summarised in the Final Offer Document.

Holders of Bison CVRs should be aware that the cash entitlement attaching to each Bison CVR will either be zero or 20 pence. There can be no certainty that any payment will be made pursuant to the Bison CVRs.

Calculation

A Bison CVR will entitle the Bison CVR Holder thereof to a payment of 20 pence for each Bison CVR they hold upon the occurrence of a Trigger Event. A Trigger Event occurs if the Relevant VWAP (being the volume weighted average price of a Brave Bison Share, as calculated using Bloomberg’s “VWAP” function) for the 60 Trading Days commencing on the date of publication of Brave Bison’s final results announcement in respect of the financial year of Brave Bison ending 31 December 2027 (the “Assessment Period”) is 94 pence or lower.

The above calculation will be made by Brave Bison following the Assessment Period. Within 10 Business Days of the end of the Assessment Period, Brave Bison will announce, by means of a regulatory information service, the following:

the Relevant VWAP in respect of the Assessment Period;

whether a Trigger Event has occurred; and

the amount of any Bison CVR Entitlement in respect thereof,

(such announcement being a “Confirmation Notice”).

Any payment pursuant to the Bison CVRs will be made to each Bison CVR Holder (or, in the case of a Restricted Overseas Person, to the Nominee) on the register of Bison CVR holders as at the Business Day prior to the date of payment of the Bison CVR Entitlement.

Transfer of Bison CVRs

Bison CVRs may be transferred in whole or in part by a holder of a Bison CVR at any time while they are in issue without the consent of Brave Bison (except to a Restricted Overseas Person or into a Restricted Jurisdiction). Bison CVRs may not be transferred following the publication of a Confirmation Notice. Bison CVRs held by the Nominee on behalf of a Restricted Overseas Person may not be transferred at any time. The full transfer provisions relating to Bison CVRs can be found at Schedule 2 to the Deed Poll and will be summarised in the Final Offer Document.

Adjustment Events

While the Bison CVRs remain in issue, if: (i) the Brave Bison Shares are subdivided or consolidated; (ii) Brave Bison cancels or purchases any Brave Bison Shares; or (iii) there is any capital reduction of the Brave Bison Shares (together, the “Adjustment Events”), Brave Bison will adjust the terms of the Bison CVRs to ensure that Bison CVR Holders are not disadvantaged by any Adjustment Event.

Any such adjustment will be made by Brave Bison in good faith and, as far as ascertainable, in accordance with usual market practice, with the objective of preserving the economic equivalence of the Bison CVR Entitlement before and after such Adjustment Event. Brave Bison will announce any adjustment to the Bison CVR Entitlement arising as a result of such Adjustment Event by means of a regulatory information service.

Any issuance of Brave Bison Shares or grant of rights over Brave Bison Shares (including options, warrants, or other instruments): (i) to provide additional capital to Brave Bison; (ii) to be issued by Brave Bison as consideration for an acquisition; or (iii) to incentivise management following completion of the Offer, will not constitute an Adjustment Event for the purposes of the Deed Poll, and will not result in any adjustment to the terms of the Bison CVRs or the calculation of any Bison CVR Entitlement.

Termination

The Deed Poll will terminate in the event of a takeover or delisting of Brave Bison becoming effective (save where such delisting occurs in the context of a “move-up” of the Brave Bison Shares to trading on the London Stock Exchange’s main market), or the completion of a sale by Brave Bison of all or substantially all of its assets, prior to the Testing Date. In these circumstances, the Bison CVRs will lapse immediately, with no further liability to Brave Bison, and no payment of any Bison CVR Entitlement will be due under the Deed Poll.

Additional terms

Each Bison CVR will not represent any equity or ownership interest in Brave Bison and accordingly will not confer on a holder of a Bison CVR any right to attend, speak at or vote at any meeting of a Brave Bison Shareholder or right to any dividends or right to any return of capital by Brave Bison.

Each Bison CVR will be unsecured. Each Bison CVR has not been, and will not be, listed on any stock exchange and no regulatory clearances in respect of each Bison CVR has been, or will be, applied for in any jurisdiction. No prospectus, registration document or similar will be prepared in connection with the issue of each Bison CVR in respect of any jurisdiction. The Bison CVRs will be governed by English law and will be issued in certificated form.

A summary of the terms of the Deed Poll will be contained in the Final Offer Document.

Risks associated with the Bison CVRs

System1 Shareholders should obtain their own independent professional legal, financial and tax advice in relation to the acquisition and holding of Bison CVRs in the light of their own particular circumstances.

The Panel has determined that an estimate of the value of the Bison CVRs in accordance with Rule 24.11 of the Takeover Code is not required to be included in the Final Offer Document. System1 Shareholders should be aware that the value of a Bison CVR will be uncertain until the date upon which entitlements under the CVR are determined in accordance with the Deed Poll, and may be zero. The Takeover Code does not apply to the Bison CVR following the Effective Date.

Cavendish has not been required to confirm, and nor has it confirmed, that sufficient cash resources are available to Brave Bison to satisfy payments under the Deed Poll, and System1 Shareholders may not receive payment of the Bison CVR Entitlement if, for any reason, Brave Bison is not in a position to meet its obligations under the Deed Poll at the relevant time. In such circumstances, Bison CVR Holders would rank as unsecured creditors of Brave Bison alongside all other existing and future unsecured creditors of Brave Bison, and would rank behind its secured creditors.

System1 Shareholders should be aware that the occurrence of a Trigger Event, and accordingly, whether Bison CVRs will be payable under the terms of the Deed Poll, is contingent on actions taken by Brave Bison as well as micro, macro and other factors that are outside the control of Brave Bison.

The Bison CVR may be adjusted by Brave Bison following the occurrence of an Adjustment Event. Although such adjustments will be made by Brave Bison in good faith and, as far as ascertainable, in accordance with usual market practice, with the objective of preserving the economic equivalence of the Bison CVR Entitlement before and after such Adjustment Event, such adjustments may (depending on the nature of the relevant event) involve a degree of judgement or discretion on the part of the Brave Bison Board.

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 Final Offer, Brave Bison is 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 Final 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 issued ordinary share capital.

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

System1 Shareholders who elect for the Alternative Offer will not receive a Bison CVR.

As noted above, the financial terms of the Alternative Offer are also final and will not be increased, save in the circumstances noted above.

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 Final Offer

The cash consideration payable to the System1 Shareholders by Brave Bison under the Final Offer will be financed by way of the Facilities Agreement and Brave Bison’s own cash resources. 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 Final Offer.

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

Cavendish has not been required to confirm, and has not confirmed, that sufficient cash resources are available to satisfy payments under the Bison CVR. It is anticipated that any payments under the Bison CVR will be funded from cash resources of Brave Bison at the relevant time. System1 Shareholders may not receive payment of the Bison CVR Entitlement if, for any reason, these payment obligations were unable to be satisfied by Brave Bison. In such circumstances, Bison CVR Holders would rank as unsecured creditors of Brave Bison alongside all other existing and future unsecured creditors of Brave Bison, and would rank behind its secured creditors

Facilities Agreement

Brave Bison has, on the date of this announcement, entered into a deed of amendment to the Facilities Agreement with, amongst others, Barclays Bank PLC (as agent) (“Deed of Amendment”). The effect of the Deed of Amendment is, amongst other things, to permit the incurrence of financial indebtedness pursuant to the Deed Poll to be ‘Permitted Financial Indebtedness’ and permit the payment of the Bison CVR Entitlement (if any) as a ‘Permitted Transaction’ under the terms of the Facilities Agreement provided that in connection with such payment certain conditions are met and Brave Bison first delivers to Barclays Bank PLC (as agent) a certificate regarding its financial condition. A copy of the Deed of Amendment is available on Brave Bison’s website at https://bravebison.com/investors/?tab=offer-for-system1.

Publication of the Final Offer Document

A Final Offer Document together with a Final Form of Acceptance and Election will shortly be published.

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.

Action to be taken by System1 Shareholders

System1 Shareholders can continue, and are encouraged as soon as possible, to accept the Offer in accordance with the Original Offer Document and the Increased Offer Document and, for holders of System1 Shares in certificated form, the accompanying Second Form of Acceptance and Election.

Valid acceptances of the Cash and Share Offer, the Fourth Offer or the Alternative Offer made to date pursuant to the Original Offer Document or the Increased 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. System1 Shareholders who have already validly accepted (and not validly withdrawn) the Cash and Share Offer, the Fourth Offer or the Alternative Offer pursuant to the Original Offer Document or the Increased 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, the announcement of the Fourth Offer, the Original Offer Document, and the Increased 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 its name in the form and context in which it appears.

Certain terms used in this announcement are defined in Appendix 3 to this announcement.

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 First Form of Acceptance and Election, the Increased Offer Document, the Second Form of Acceptance and Election, the Final Offer Document, the Final Form of Acceptance and Election or the Deed Poll 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.

Any person with a registered address, or resident or located, in the United States or is otherwise a U.S. Person will receive, in lieu of New Brave Bison Shares to which they would otherwise be entitled, the net cash proceeds (in sterling) from the sale of such New Brave Bison Shares, as more fully described in paragraph 16.3 of Part 1 to the Increased Offer Document.

Any person with a registered address, or resident or located, in the United States or is otherwise a U.S. Person will receive, in lieu of Bison CVRs to which they would otherwise be entitled, the net cash proceeds (in sterling) of any Bison CVR Entitlement (if any), to be more fully described in the Final Offer Document.

US investors should closely read paragraph 14 of Part 1 of the Increased Offer Document, and paragraph 7 of Part D to Part 2 of the Original Offer Document, for further details.

Brave Bison reserves the right to elect, with the consent of the Panel (where necessary), to implement the Offer by way of a Court-sanctioned scheme of arrangement in accordance with Part 26 of the Companies Act 2006. A scheme of arrangement is not subject to the tender offer rules under the U.S. Exchange Act and therefore would be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer rules. If the Offer is implemented by way of a scheme of arrangement, the New Brave Bison Shares and the Bison CVRs would be expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act. Section 3(a)(10) exempts securities issued in exchange for one or more outstanding securities from the general requirements of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court, after a hearing on the fairness of the terms and conditions of the issuance and exchange at which all persons to whom such securities will be issued have the right to appear and be heard. The Court would hold a hearing on the Scheme’s fairness to System1 Shareholders, at which hearing all such shareholders would be entitled to attend in person or through counsel. If the Offer is implemented by way of the Scheme, a person who receives New Brave Bison Shares and, if applicable, Bison CVRs pursuant to the Scheme and who is an affiliate of Brave Bison may not resell such securities without registration under the U.S. Securities Act or pursuant to the applicable resale provisions of Rule 144 under the U.S. Securities Act or another applicable exemption from registration or in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the U.S. Securities Act). Whether a person is an affiliate of a company for the purposes of the U.S. Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders. Persons who believe that they may be affiliates of Brave Bison should consult their own legal advisers prior to any sale of securities received pursuant to the Scheme.

Neither the SEC nor any US state securities commission has approved or disapproved the Final Offer or the Alternative Offer, or passed upon the adequacy or completeness of the Final Offer Document, the Original Offer Document or the Increased Offer Document. Any representation to the contrary is a criminal offence.

Publication on Brave Bison website

Other Disclosure Requirements of the Takeover Code

No Profit Forecasts

Requesting Hard Copy Documents

APPENDIX 1

DETAILS OF IRREVOCABLE UNDERTAKING AND LETTERS OF INTENT

Irrevocable Undertakings

The following System1 Shareholders have each given an irrevocable undertaking to, amongst other things, accept, or procure the acceptance of the Offer in relation to the following System1 Shares currently held by them, as well as any further System1 Shares which they may become the registered or beneficial owner of or otherwise interested in:

___________

1 Based on 12,689,073 System1 Shareholder (excluding System1 Shares held in treasury) in issue as at the Latest Practicable Date

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

The obligations on the System1 Shareholders listed above under their irrevocable undertakings shall lapse and cease to have effect on any of the following occurrences:

if the Offer lapses or is withdrawn in accordance with its terms;

if a third party announces (in accordance with Rule 2.7 of the Takeover Code) a competing offer (either by way of takeover offer or by way of a scheme of arrangement) which is not less than 445 pence per System1 Share; or

any competing offer for the shares of System1 by a third party becomes unconditional in all respects (if made by way of a takeover offer) or effective (if made by way of a scheme of arrangement) as applicable.

Letters of intent

Brave Bison has, as previously announced, received letters of intent from the following System1 Shareholders to accept, or procure the acceptance of, the Final Offer:

Alex Batchelor (being a former COO of System1) in respect of 63,096 System1 Shares; and

Heather Kearon in respect of 14,465 System1 Shares.

In addition, Brave Bison has received a letter of intent from Cornamusa Capital EAF, SL (in its capacity as advisor to Gesalcala SGIIC) to recommend to Gesalcala SGIIC that Gesalcala SGIIC accepts, or procures the acceptance of, the Final Offer in respect of the 61,000 System1 Shares beneficially owned by Gesalcala SGIIC.

Website

Copies of the irrevocable undertaking and letters of intent received by Brave Bison are available on Brave Bison’s website at https://bravebison.com/investors/?tab=offer-for-system1.

APPENDIX 2

BASES AND SOURCES

In this announcement:

As at the close of business on the Latest Practicable Date:

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.

• As at the Latest Practicable Date the total voting rights capable of voting at a general meeting of System1 is based upon 12,689,073 System1 Shares (being the number of System1 Shares referred to in paragraph 1.1 above excluding the 537,700 System1 Shares held in treasury). All references to percentages of the issued share capital of System1 for the purpose of shares counting towards the Acceptance Condition and shares subject to irrevocable undertakings and letters of intent are based upon 12,689,073 System1 Shares.
• 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 537,700 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]

The value of the existing issued and to be issued share capital of System 1 pursuant to the Offer is calculated on the above basis.

• 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 Final Offer, based on the fully diluted share capital of System1 referred to in paragraph 3 above and assuming the Final Offer is elected for by all System1 Shareholders.

• The “blended 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.
• System1's forecasted FY27 adjusted profit before tax of £5.0 million was set out in the System1 trading update announcement of 24 September 2026. This equates to a 10.7x multiple based on the Final Offer value (excluding the Bison CVR) for the issued and expected to be issued ordinary share capital of System1 of £53.4 million.
• Certain figures contained in this announcement have been subject to rounding adjustments.

APPENDIX 3

DEFINITIONS

[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.