SYSTEM1 GROUP PLC

AGM Information • Sep 28, 2022

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RNS Number : 0698B

System1 Group PLC

28 September 2022

Press Release                                                                                       28 September 2022

System1 Group PLC (AIM: SYS1)

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

Result of Annual General Meeting

System1 Group PLC (AIM: SYS1), the marketing decision-making platform, announces the result of the Company's AGM that was held on Wednesday 28th September 2022. A poll was held on each of the resolutions proposed and the results of the poll are set out below. With the exception of resolutions 11 and 12, which failed to carry, all other resolutions were passed by shareholders.

The Board acknowledges the failure to pass resolutions 11 and 12 (which are special resolutions). The Board still considers the flexibility afforded by these authorities to be in the best interests of the Company and its shareholders and it will continue to consider its approach on this matter and engage with shareholders as appropriate. The Board also notes that these have each previously received support at past AGMs.

The Board further acknowledges that resolutions 6 and 7 received over 20% of votes against. The Board consulted with certain shareholders ahead of the AGM, and believes that the directors, as elected at today's AGM, possess a good mix of skills and experience necessary to oversee the Company and deliver its' strategy, but will specifically review the Board's composition as part of the previously announced strategic review.

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 2021/2022	9,653,077	100	0	0	0
2	Receive, adopt and approve the Directors' Remuneration Report	8,586,469	88.95	1,066,608	11.05	0
3	To re-elect Mr John Kearon as a director	9,651,212	99.99	1,265	0.01	600
4	To re-elect Ms Sophie    Tomkins as a director	9,651,172	99.99	1,305	0.01	600
5	To re-elect Chris Willford  as a director	7,138,665	95.73	318,765	4.27	2,195,647
6	To re-elect Rupert  Howell as a director	6,304,603	65.32	3,347,874	34.68	600
7	To elect Philip Machray as a director	5,788,672	60.24	3,820,754	39.76	43,651
8	To elect Conrad Bona as a director	9,651,212	99.99	1,265	0.01	600
9	To reappoint RSM Audit UK LLP as auditors and authorise the directors to fix their remuneration	9,649,879	99.97	2,598	0.03	600
10	To authorise the directors to allot shares (section 551 Companies Act 2006)	8,494,944	88.00	1,158,133	12	0
11	Disapplication of pre-emption rights (section 570 Companies Act 2006)	6,280,177	65.06	3,372,900	34.94	0
12	Disapplication of pre-emption rights (section 570 Companies Act 2006)	6,280,177	65.06	3,372,900	34.94	0
13	To approve the purchase of the Company's own shares	8,815,682	91.33	837,395	8.67	0

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

For further information, please contact:

System1 Group PLC	Tel: +44 (0)20 70431000
John Kearon, Chief Executive Officer
Chris Willford, Chief Financial Officer
Canaccord Genuity Limited (Nominated Adviser & Broker)	Tel: +44 (0)20 75238000
Simon Bridges / Andrew Potts

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