Annual General Meeting

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

2020/2021

5,677,555

97.06

172,165

2.96

0

2

Receive, adopt and approve the Directors' Remuneration

Report

4,472,173

76.45

1,377,547

23.66

0

3

To re-elect Mr Graham Blashill as

director

5,290,641

90.44

558,479

9.59

600

4

To re-elect Mr John

Kearon as director

5,848,653

99.98

0

0

1,067

5

To re-elect Ms Sophie Tomkins as

director

5,848,613

99.98

507

0.01

600

6

To re-elect Ms Jane

Wakely as director

5,848,613

99.98

507

0.01

600

7

To re-elect Chris Willford as director

5,848,653

99.98

0

0

1,067

8

To re-elect Stefan Barden as director

5,848,653

99.98

0

0

1,067

9

To elect Rupert Howell as director

5,848,653

99.98

467

0.01

600

10

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

remuneration

5,848,653

99.98

467

0.01

600

11

To authorise the Company to amend the terms of outstanding awards granted under the System1 Group PLC Long Term Incentive Plan (originally approved by shareholders on 22 March 2017) as set out in the Explanatory Notes of the notice of annual general meeting.

4,248,911

72.63

1,600,809

27.49

0

12

To approve the amended System1 Group PLC Long Term Incentive Plan (originally approved by shareholders on 22 March 2017), the principal amendments to which are set out in the Explanatory Notes to the notice of annual general meeting and the amended rules of which are produced at the annual general meeting and for the purposes of identification initialed by the Chairman.

5,203,120

88.95

646,600

11.10

0

13

To authorise the Company to amend the terms of the outstanding award granted under the System1 Group PLC Non-Employee Plan (originally approved by shareholders on 31 July 2019) as set out in the Explanatory Notes to this notice of annual general meeting.

3,840,966

65.66

2,008,754

34.50

0

14

To approve the amended System1 Group PLC Non-Employee Plan (originally approved by shareholders on 31 July 2019), the principal amendments to which are set out in the Explanatory Notes to the notice of annual general meeting and the rules of which are produced at the annual general meeting and for the purposes of identification initialed by the Chairman.

5,201,353

88.92

648,367

11.14

0

15

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

2006)

5,848,613

99.98

1,107

0.02

0

16

Disapplication of pre-emption rights (section 570 Companies Act

2006)

5,203,613

88.95

646,107

11.10

0

17

To approve the purchase of the Company's own

shares

5,849,720

100

0

0

0