System1 Group Regulatory News (SYS1)

System1 Group PLC (AIM: SYS1)

 ("System1", or "the Company", or "the Group")

Share Buyback Programme

System1 Group PLC (AIM: SYS1), the marketing decision-making platform, announces its intention to commence a share buyback programme (the "Buyback Programme"), using the Company's existing cash resources to make market purchases of System1 ordinary shares ahead of the Company's tender offer, for an aggregate value of up to £1.5 million (the "Maximum Amount") in order to enhance shareholder returns and to satisfy obligations in relation to employee share schemes.

The Company has entered into an agreement with its broker, Canaccord Genuity Limited ("Canaccord Genuity"), to carry out purchases under the Buyback Programme on its behalf on an irrevocable and non-discretionary basis. The Broker will make its trading decisions under the Buyback Programme independently of, and uninfluenced by, the Company. The Company has agreed the Buyback Programme will commence immediately and run to no later than 31 August 2022,or the date of announcement of the Company's tender offer, whichever is earlier.

This arrangement is in accordance with the Company's general authority to repurchase shares, which extends until the Company's 2022 AGM, including that the maximum purchase price which may be paid for any Ordinary Share shall not be more than the higher of (in each case exclusive of expenses) the price of the last independent trade and the highest current independent purchase bid on the London Stock Exchange at the time the purchase is carried out.

The Share Buyback Programme will also be effected within the parameters of the Market Abuse Regulation 596/2014/EU as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019 ("UK MAR") and the Commission Delegated Regulation 2016/1052/EU as amended by Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019 which both form part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018).

Due to the limited liquidity in the issued Ordinary Shares, a buy-back of Ordinary Shares pursuant to the Authority on any given trading day is likely to represent a significant proportion of the daily trading volume in the Ordinary Shares on AIM and is likely to exceed 25 per cent. of the average daily trading volume and, accordingly, the Company will not benefit from the exemption contained in Article 5(1) of Regulation (EU) No. 596/2014.

The Company intends to hold all Ordinary Shares so purchased in treasury for the purpose of satisfying future obligations in relation to its employees' or other share schemes.

The Company will make further regulatory announcements to shareholders in respect of purchases of Ordinary Shares by the Company as they occur.

This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. Upon the publication of this announcement, this inside information is now considered to be in the public domain and the Company confirms that it currently has no inside information.

The Company can be found at www.system1group.com.

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