THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF THAT JURISDICTION.

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).

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

7 October 2026

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.”

1.                   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:

Brave Bison volume weighted average share price		75.5 pence*	85.7 pence	94 pence	94.1 pence	102.4 pence
Value of Cash consideration	(pence)	180.0	180.0	180.0	180.0	180.0
Value of 2.394 Brave Bison Shares	(pence)	180.7	205.2	225.0	225.3	245.1
Value of the Bison CVR	(pence)	20.0	20.0	20.0	0.0	0.0
Illustrative implied value of consideration received under the Final Offer in ~July 2028	(pence)	380.7	405.2	425.0	405.3	425.1

* 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.

2.                   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.

3.                   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.

4.                   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.

5.                   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.

6.                   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

7.                   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.

8.                   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.

9.                   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.

10.                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.

Enquiries:

Brave Bison Group plc	via Cavendish
Oliver Green, Executive Chairman Theo Green, Chief Growth Officer Philippa Norridge, Chief Financial Officer
Cavendish Capital Markets Limited (Financial Adviser, Nominated Adviser and Joint Broker)	+44 (0) 20 7220 0500
Ben Jeynes Henrik Persson Edward Whiley

 

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

The person responsible for arranging the release of this announcement on behalf of Brave Bison is Theo Green, Chief Growth Officer.

The LEI of Brave Bison is 213800BEII7EWIN8X308.

The LEI of System1 is 213800TDLR42C3Q9ZB74.

 

IMPORTANT NOTICES

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively as financial adviser to Brave Bison and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Brave Bison for providing the protections afforded to clients of Cavendish nor for providing advice in connection with the matters referred to herein. Neither Cavendish nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Cavendish by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Cavendish nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Brave Bison or the matters described in this announcement. To the fullest extent permitted by applicable law, Cavendish and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.

No prospectus

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

Overseas Shareholders

The information contained in the Original Offer Document, the Increased Offer Document, the Deed Poll and herein is not for release, distribution or publication, directly or indirectly, in or into the United States or any other Restricted Jurisdiction where applicable laws prohibit its release, distribution or publication.

The release, publication or distribution of 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 and the Deed Poll in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

The Original Offer Document, the Increased Offer Document, the Deed Poll and this announcement do not constitute or form part of, and should not be construed as, any public offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments. In particular, this announcement does not constitute an offer of securities to the public in the United States.

The Original Offer Document, the Increased Offer Document, the Deed Poll and this announcement have been prepared for the purposes of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside England.

The availability of the Offer to System1 Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Any such person should read paragraph 14 of Part 1 of the Increased Offer Document, paragraph 7 of Part D to Part 2 of the Original Offer Document and: (i) if such person holds System1 Shares in certificated form, Part E to Part 2 of the Original Offer Document; or (ii) if such person holds System1 Shares in uncertificated form, Part F to Part 2 of the Original Offer Document, and in each case inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to accept the Offer or to execute and deliver the Final Form of Acceptance and Election (or, if already executed and delivered, the First Form of Acceptance and Election or the Second Form of Acceptance and Election) in connection with the Offer, and persons who are not resident in the United Kingdom to receive New Brave Bison Shares and/or Bison CVRs in part consideration pursuant to the terms of the Offer, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the combination disclaim any responsibility or liability for the violation of such restrictions by any person.

The Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of the United States or, unless determined otherwise by Brave Bison, any other Restricted Jurisdiction, and will not be capable of acceptance by any such use, means or facility or from within the United States or any other Restricted Jurisdiction. Accordingly, copies of 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 and the Deed Poll and any related documents are not being, and must not be, directly or indirectly, mailed or otherwise distributed, forwarded, transmitted or sent in or into or from the United States or any other Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) should observe these restrictions and must not mail, or otherwise distribute, forward, transmit or send any such documents in or into or from the United States or any other Restricted Jurisdiction. Doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, agents, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a legal or contractual obligation to, forward 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 and any related documents to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any jurisdiction, seek appropriate advice and read paragraph 14 of the letter from Brave Bison set out in Part 1 of the Increased Offer Document and paragraph 7 of Part D to Part 2 to the Original Offer Document before doing so.

The New Brave Bison Shares to be issued pursuant to the Offer (and the Bison CVRs to be issued pursuant to the Final Offer) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) nor under any of the relevant securities laws of any securities regulatory authority of any state or other jurisdiction of the United States or any other Restricted Jurisdiction.  Accordingly, the New Brave Bison Shares and/or the Bison CVRs may not be offered, sold or delivered, directly or indirectly, in or into the United States, or any other Restricted Jurisdiction or to, or for the account or benefit of, any U.S. Person or Restricted Overseas Person, absent registration or an available exemption from the registration requirements under the U.S. Securities Act and applicable U.S. state securities laws (in the case of the United States) and any applicable requirements of any other Restricted Jurisdiction. The New Brave Bison Shares and the Bison CVRs are being offered or sold only outside the United States to non-U.S. Persons in offshore transactions in accordance with, the safe harbour from the registration requirements provided by Regulation S.

Notices relating to the United States

Brave Bison is not extending the Offer into the United States. No document relating to the Offer will be posted into 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.

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 an offer of the New Brave Bison Shares or the Bison CVRs to any person with a registered address, or who is resident or located, in the United States or is otherwise a U.S. Person. The New Brave Bison Shares and the Bison CVRs have not been and will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, in or into the United States or to, or for the account or benefit of, any U.S. Person except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The New Brave Bison Shares and the Bison CVRs are being offered or sold only outside the United States to non-U.S. Persons in offshore transactions in accordance with, the safe harbour from the registration requirements provided by Regulation S. System1 Shareholders will be required to acknowledge, warrant, and represent to Brave Bison, together with such other representations that Brave Bison may require in its sole discretion, that it is not a person with a registered address, or resident or located, in the United States or otherwise a U.S. Person to participate in the Offer. Brave Bison will refuse to issue or transfer New Brave Bison Shares and/or Bison CVRs to investors that do not meet the foregoing requirements.

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.

The receipt of consideration pursuant to the Offer by a System1 Shareholder may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each System1 Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Offer.

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.

It may be difficult for shareholders in the United States to enforce certain rights and claims arising in connection with the Offer under US federal securities laws since Brave Bison and System1 are located outside the United States, and their officers and most of their directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law and in accordance with the Takeover Code and normal U.K. practice, Brave Bison or its affiliates or agents may make purchases of, or make arrangements to purchase, shares of System1 outside the United States otherwise than under the Offer.

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

In accordance with Rule 26 of the Takeover Code, a copy of this announcement, the Deed Poll, and the irrevocable undertakings and letters of intent described in this announcement will, subject to certain restrictions relating to persons in the United States or any other Restricted Jurisdictions, be available at https://bravebison.com/investors/?tab=offer-for-system1. The content of this website is not incorporated into and does not form part of the Offer.

Other Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of "relevant securities" of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the "offer period" and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period. Relevant persons who deal in the "relevant securities" of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant "dealing".

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an "interest in relevant securities" of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons "acting in concert" with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose "relevant securities" Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website.

Rounding

Certain figures included or incorporated in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

 

No Profit Forecasts

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Brave Bison, System1 or the Enlarged Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Brave Bison, System1 or the Enlarged Group.

Forward-looking statements

This announcement, the Original Offer Document and the Increased Offer Document (including information incorporated by reference in each document) contain certain forward-looking statements with respect to the financial condition, results of operations and business of Brave Bison and/or System1 and certain plans and objectives of Brave Bison and/or System1 with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Brave Bison and the Brave Bison Board in the light of its experience and its perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Brave Bison does not assume any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Requesting Hard Copy Documents

In accordance with Rule 30.3 of the Takeover Code, subject to certain restrictions relating to the United States or any other Restricted Jurisdiction, System1 Shareholders and persons with information rights may request a hard copy of this announcement by contacting MUFG’s helpline on 0371 664 0321 or via email at [email protected]. Lines are open between 09.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Calls may be recorded and monitored for security and training purposes. Please note that MUFG cannot provide financial, tax, investment or legal advice.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by System1 Shareholders and other relevant persons for the receipt of communications by System1 may be provided to Brave Bison during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11 of the Takeover Code.

 

APPENDIX 1

DETAILS OF IRREVOCABLE UNDERTAKING AND LETTERS OF INTENT

1.                   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:

 

Name	Number of System1 Shares	Percentage of System1 Share Capital in issue as at the Latest Practicable Date1
Stefan Barden2	513,629	4.05
Liam Barden	32,834	0.26
Ennia Barden	33,417	0.26
Danny Barden	47,080	0.37
Mark Barden	17,138	0.14
Dennis Barden	50,000	0.39
Sarah Kearon	339,629	2.68
Heritage Capital Management Limited and Heritage Fund Managers Limited	327,692	2.58

 

___________

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.

2.                   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.

3.                   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:

1.                   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.

2.                   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.

3.                   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.

4.                   Unless otherwise stated, all prices and Closing Prices for System1 Shares or Brave Bison Shares are closing middle market quotations derived from Bloomberg.

5.                   Unless otherwise stated, all volume weighted average share price data is derived from Bloomberg.

6.                   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.

7.                   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.

8.                   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. 

9.                   Certain figures contained in this announcement have been subject to rounding adjustments.

 

APPENDIX 3

DEFINITIONS

Acceptance Condition	the level of acceptances for the Offer received by Brave Bison to allow Brave Bison to declare the Offer unconditional as described in paragraph 1 of Part A of Part 2 of the Original Offer Document
AIM	the market of that name operated by the London Stock Exchange
Alternative Offer	the alternative offer whereby System1 Shareholders may irrevocably elect, subject to submitting a valid Second Form of Acceptance and Election, to receive 3.36 New Brave Bison Shares instead of the consideration under the Final Offer which they would otherwise be entitled to receive pursuant to the Offer, as referred to in paragraph 4 to this document
Assessment Period	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
Bison CVR	the contingent value rights issued by Brave Bison in accordance with the Deed Poll and Bison CVRs shall be construed accordingly to have the meaning in the plural
Bison CVR Entitlement	the sum of 20 pence
Bison CVR Holder	a person for the time being entered in the Bison CVR Register as the holder of a Bison CVR (including the Nominee as holder of Bison CVRs on behalf of a Restricted Overseas Person who has received an entitlement to Bison CVRs pursuant to the Offer)
Bison CVR Register	the register of Bison CVR Holders
Brave Bison	Brave Bison Group plc a company incorporated in England and Wales, with registered number 08754680
Brave Bison Directors or Brave Bison Board	the board of directors of Brave Bison from time to time and Brave Bison Director means any member of the Brave Bison Board
Brave Bison Group	Brave Bison and its Subsidiaries and, where the context permits, each of them
Business Day	a day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London
Cash and Share Offer or the Third Offer	the cash and share offer (now superseded by the Final Offer) made to System1 Shareholders in the Original Offer Document whereby System1 Shareholders would receive 135 pence in cash and 2.04 New Brave Bison Shares for each System1 Share pursuant to the Original Offer
Cavendish	Cavendish Capital Markets Limited
Closing Price	the closing middle market quotation of a share derived from Bloomberg
Deed of Amendment	has the meaning given to it in paragraph 7 of this announcement
Deed Poll	a deed poll executed on the date of this announcement constituting the Bison CVRs
Effective	in the context of the Offer: i.  if the Offer is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in accordance with the requirements of the Takeover Code; or ii. if the Offer is implemented by way of a Scheme, the Scheme having become effective in accordance with its terms, upon the delivery of the Scheme Court Order to the Registrar of Companies for registration
Effective Date	the date upon which the Offer becomes or is declared Effective
Enlarged Group	the Brave Bison Group and the System1 Group following the Offer becoming Effective
Facilities Agreement	has the meaning given to it in paragraph 6(A) of Part 6 of the Original Offer Document
Final Form of Acceptance and Election	a revised form of acceptance and election to accompany the Final Offer Document (for System1 Shareholders holding System1 Shares in certificated form)
Final Offer	has the meaning given to it in paragraph 1 of this announcement
Final Offer Document	a supplemental final offer document containing details of the terms of the Final Offer to be published by Brave Bison shortly following the date of this announcement
First Form of Acceptance and Election	the form of acceptance and election and authority relating to the Original Offer which was to be used by System1 Shareholders in certificated form in connection with accepting the Original Offer and making an election between the Cash and Share Offer and the Alternative Offer pursuant to the Original Offer Document
Fourth Offer	the increased fourth offer (now superseded by the Final Offer) announced by Brave Bison on 13 September 2026
Increased Offer Document	the increased offer document published by Brave Bison on 17 September 2026 in respect of the Fourth Offer
Latest Practicable Date	6 October 2026, being the Business Day prior to the date of this announcement
New Brave Bison Shares	the new Brave Bison Shares to be issued to System1 Shareholders in relation to the Offer
Nominee	the nominee to be appointed by Brave Bison to hold Bison CVRs on behalf of Restricted Overseas Persons
Offer	Brave Bison’s offer to acquire all of the issued and to be issued System1 Shares not already owned by Brave Bison pursuant to the Final Offer and the Alternative Offer
Offer Period	the period referred to in Part D of Part 2 of the Original Offer Document
Offer Shares	has the meaning given to it in paragraph 1 of this announcement
Original Offer	the original offer made consisting of an election between the Third Offer or the Alternative Offer by Brave Bison to acquire the entire issued and to be issued share capital of System1 on the terms and subject to the conditions set out in the Original Offer Document and the First Form of Acceptance and Election
Original Offer Document	has the meaning given to it in paragraph 1 of this announcement
Panel	the Panel on Takeovers and Mergers
Relevant VWAP	the volume weighted average price of a Brave Bison Share for the Assessment Period, which shall be calculated using Bloomberg’s “VWAP” function, and by inputting the first Trading Day of the Assessment Period and the final Trading Day of the Assessment Period into the “date range” fields of such VWAP function, in order to produce the volume weighted average price of a Brave Bison Share for the entire Assessment Period as a whole
Restricted Jurisdiction	any jurisdiction outside the United Kingdom where, in the opinion of the Brave Bison Directors, (a) local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure; or (b) observing the laws or regulations of that jurisdiction and complying with any governmental or other consent or any registration, filing or other formality would be unduly onerous, in either case if any of the following were to occur in that jurisdiction: (i) information concerning the Offer, the New Brave Bison Shares or the Bison CVRs is sent or made available to System1 Shareholders; or (ii) the New Brave Bison Shares or the Bison CVRs are issued, offered or sold, resold, taken up, transferred, delivered or distributed to persons, directly or indirectly, in or into that jurisdiction, and which shall include, without limitation, the United States, Australia, Canada, Japan and New Zealand.
Restricted Overseas Person(s)	a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) who is in, or resident in, or whom Brave Bison reasonably believes to be in, or resident in, a Restricted Jurisdiction (including any custodian, nominee or trustee for such persons)
Scheme	has the meaning given to it in Part C of Part 2 of the Original Offer Document
Scheme Court Order	the order of the Court sanctioning the Scheme under Part 26 of the Companies Act
Second Form of Acceptance and Election	the form of acceptance and election and authority relating to the Fourth Offer which was to be used by System1 Shareholders in certificated form in connection with accepting the Fourth Offer and making an election between the Fourth Offer and the Alternative Offer pursuant to the Increased Offer Document
Strategic Investment	the acquisition by Brave Bison of its 28 per cent. shareholding of System1 Shares on 2 March 2026
Subsidiary	has the meaning given in section 1159 of the Companies Act 2006
System1	System1 Group plc, incorporated in England and Wales with registered number 05940040
System1 Group	System1 and its Subsidiaries and associated undertakings from time to time
System1 Shareholders	holders of System1 Shares
System1 Share Schemes	the 2025 Long-Term Incentive Plan, 2024 Executive Option Scheme, the Enterprise Management Incentive scheme and the Unapproved Share Option Scheme
System1 Shares	the ordinary shares of 1 penny each in the capital of System1 and includes: (a) the existing and unconditionally allotted or issued and fully paid (or credited as fully paid) ordinary shares of 1 penny each in the capital of System1; (b) any further ordinary shares of 1 penny each in the capital of System1 which are unconditionally allotted or issued and fully paid (or credited as fully paid) before the date on which the Offer closes (or such earlier date or dates as Brave Bison may, subject to the Takeover Code, determine); and (c) any System1 Shares held as treasury shares that are transferred out of treasury before the date on which the Offer closes (or such earlier date or dates as Brave Bison may, subject to the Takeover Code, determine)
Takeover Code	means the City Code on Takeovers and Mergers
Testing Date	means the Business Day immediately following the end of the Assessment Period
Trading Day	means a day (not being a Saturday, Sunday or public holiday in the United Kingdom) on which AIM is open for trading in securities for all or part of its usual trading hours
Trigger Event	the Relevant VWAP in respect of the Assessment Period being 94 pence or lower