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Publication & Posting Of Shareholder Communication

In brief · summary, not quotable

Brave Bison Group PLC has issued a further communication to System1 Shareholders regarding its increased final offer, which comprises 180 pence in cash, 2.394 new Brave Bison Shares, and a contingent value right (Bison CVR) potentially worth 20 pence in cash per System1 Share. This communication, dated 14 October 2026, confirms no new material information beyond the Final Offer Document, the Increased Offer Document, and the Original Offer Document. Brave Bison is creating AIM's challenger marketing data and technology company through this takeover offer, with the financial terms being final unless specific conditions arise, such as a competing offer or Panel consent.

Full announcement

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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 OFFER DOCUMENT AS SUPPLEMENTED BY THE INCREASED OFFER DOCUMENT AND THE FINAL OFFER DOCUMENT.

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

to be implemented by means of a takeover offer

under Part 28 of the Companies Act 2006

PUBLICATION AND POSTING OF SHAREHOLDER COMMUNICATION

On 7 October 2026, Brave Bison announced the terms and conditions of its increased final* offer pursuant to which System1 Shareholders would be entitled to receive:

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”)

A supplemental offer document which takes into account the terms of the Final Offer (the "Final Offer Document"), together with a revised form of acceptance and election (for System1 Shareholders holding System1 Shares in certificated form), was published and posted to System1 Shareholders on 9 October 2026.

Publication and Posting of Shareholder Communication

Brave Bison announces that a further communication to the System1 Shareholders in connection with the Offer (the “Shareholder Communication”), is being published and posted to System1 Shareholders today, 14 October 2026.

For the purposes of Rule 32.1(c) of the Takeover Code, Brave Bison confirms that the Shareholder Communication contains no additional material information that is not contained in the Final Offer Document, the Increased Offer Document, or the Original 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 Final Offer Announcement Date 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.

Action to be taken by System1 Shareholders

To accept the Offer, System1 Shareholders should take the actions set out in the Offer Document (as revised by the Increased Offer Document and the Final Offer Document) and, for holders of System1 Shares in certificated form, the accompanying Final Form of Acceptance and Election which accompanies the Final Offer Document.

System1 Shareholders who have not yet accepted the Offer are encouraged to do so as soon as possible in accordance with the procedures set out in paragraph 17 of Part 1 of the Final Offer Document.

Valid acceptances of the 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. Therefore, System1 Shareholders who have already validly accepted (and not validly withdrawn) the 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

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Final Offer Document.

In this announcement references to the issued share capital of System1 are based on 12,689,073 System1 Shares (which excludes System1 Shares held in treasury) in issue as at 13 October 2026 (being the last Business Day prior to the date of this announcement) based on publicly available information.

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 Shareholder Communication, 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 18.3 of Part 1 to the Final 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 16 of Part 1 of the Final 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

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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