24 May 2024

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ⁱⁱ :

System1 Group plc

LEI: 213800TDLR42C3Q9ZB74

1b. Please indicate if the issuer is a non-UK issuer 

Non-UK issuer

2. Reason for the notification

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)ⁱⁱⁱ:

3. Details of person subject to the notification obligation ^iv

Name

Kestrel Partners LLP

City and country of registered office (if applicable)

LONDON, UK

4. Full name of shareholder(s) (if different from 3.)^v

Name

Kestrel Opportunities, a cell of Guernsey Portfolios PCC Ltd (through Bank of New York Nominees Ltd) and a client of Kestrel Partners LLP (through Bank of New York Nominees Ltd)

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reached ^vi :

23 May 2024

6. Date on which issuer notified:

24 May 2024

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuer^vii

Resulting situation on the date on which threshold was crossed or reached

 5.32%

5.32%

674,000

Position of previous notification (if

applicable)

0%

0%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached ^viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ^ix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Ordinary Shares of 1p each

ISIN  GB00B1GVQH21

674,000

5.32%

SUBTOTAL 8. A

674,000

5.32%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expiration
date ^x

Exercise/
Conversion Period ^xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date ^x

Exercise/
Conversion Period ^xi

Physical or cash

settlement ^xii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an "X")

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer^xiii

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity^xiv (please add additional rows as necessary)

Name ^xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Bank of New York Nominees Ltd

3.45%

3.45%

Bank of New York Nominees Ltd

1.87%

1.87%

10. In case of proxy voting, please identify:

Name of the proxy holder

N/A

The number and % of voting rights held

N/A

The date until which the voting rights will be held

N/A

11. Additional information ^xvi

The indirect voting rights held under (9) relate to shares held in client portfolios managed by Kestrel

Partners LLP under discretionary investment management agreements reported in accordance with DTR 5.1.5 (1) (a)

Place of completion

London

Date of completion

24 May 2024