System1 Group Regulatory News (SYS1)

Press Release

1 August 2019

Resolutions

Number of votes "For"

% of votes "For"

Number of votes "Against"

% of votes "Against"

Number of votes "Withheld"

1

To receive and adopt the Company's report and accounts for the financial year 2018/2019

7,642,530

100%

0

0%

205,762

2

Receive, adopt and approve the Directors' Remuneration Report

7,514,511

99.97%

2,123

0.03%

331,658

3

To re-elect Mr Graham Blashill as director

7,6142,530

100%

0

0%

205,762

4

To re-elect Mr Robert Brand as director

7,642,530

100%

0

0%

205,762

5

To re-elect Mr John Kearon as director

7,642,530

100%

0

0%

205,762

6

To re-elect Mr James Geddes as director

7,642,530

100%

0

0%

205,762

7

To re-elect Ms Sophie Tomkins as director

7,642,530

100%

0

0%

205,762

8

To re-elect Ms Jane Wakely as director

7,642,530

100%

0

0%

205,762

9

To reappoint RSM Audit UK LLP as auditors and authorise the directors to fix their remuneration

7,617,240

99.99%

790

0.01%

205,762

10

To declare a final dividend of 6.4 pence per share

7,642,530

100%

0

0%

205,762

11

To authorise the directors to allot shares (section 551 Companies Act 2006)

7,641,157

99.98%

1,373

0.02%

205,762

12

To approve the System1 Non-Employee Share Plan

6,518,279

86.67%

998,355

13.33%

331,658

13

To authorize the Company to amend it's LTIP

6,646,182

86.02%

996,348

13.08%

205,762

14

To approve the amended System1 Group PLC LTIP

6,729,986

89.50%

786,648

10.50%

331,658

15

Disapplication of pre-emption rights (section 570 Companies Act 2006)

6,941,157

89.79%

701,373

9.21%

205,762

16

To approve the purchase of the Company's own shares

7,641,197

99.98%

1,333

0.02%

205,762

System1 Group PLC

Tel: +44 (0)20 7043 1000

John Kearon, Chief Executive Officer

James Geddes, Chief Financial Officer

Canaccord Genuity Limited

Tel: +44 (0)20 7523 8000

Simon Bridges / Emma Gabriel