System1 Group PLC (SYS1) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the System1 Group PLC Annual General Meeting. I would now like to hand you over to Chairman, Rupert Howell. Good morning.

Good morning, ladies and gentlemen. It is now 11:00 a.m., and I'm pleased to welcome you all, including those joining remotely, to the 2026 Annual General Meeting of System1 Group PLC. As there is a quorum present, we can start the meeting. You may wish to follow the proceedings by referring to the notice of this meeting. First of all, I'd like to introduce myself, Rupert Howell, Chairman; and my fellow Board members, James Gregory, Chief Executive Officer; Chris Willford, Chief Financial Officer; Sophie Tomkins, Senior Independent Director; as well as other nonexecutive directors, Phil Machray, John Kearon, Conrad Bona and Lewis Robinson, who are all sitting with me today. The notice of the meeting was sent to you in accordance with the Articles of Association of the company. I will take the notice as read. It was explained in the announcement on Wednesday that as the company is currently in an offer period, and we have a duty to ensure all shareholders receive the same information, the AGM will focus on the formal business of the meeting only and general questions and statements will not be taken from the floor. Shareholders were strongly encouraged to submit any questions in advance through the Investor Meet Company in line with the arrangement set out in the notice of AGM. We understand that shareholders naturally want to ask questions of their Board, but we did not want any shareholder to incur the time and cost of attending in person today if they were not going to have the opportunity to do so. The Board recognizes the importance of meeting with shareholders, so we will be arranging a separate shareholder forum to discuss questions received ahead of today's meeting as soon as reasonably practical, and an announcement will be made in respect of this in due course. We would, however, like to draw your attention to the trading update that was published yesterday. Given the offer period, we are limited on taking questions or discussing its content at this time, but the Board believes the trading update speaks for itself. As I mentioned, because the company is in an offer period and we have a duty to ensure all shareholders receive the same information, we are not taking general questions or statements from the floor today. If you would like to put a question to the Board, please pass it in writing to the Company Secretary, and it will be addressed at the forum following the conclusion of the offer period. Before we start the formal business of the meeting, I will briefly explain the procedures we will follow. You have also been asked to submit your votes before today. Those who did not do so but are eligible to vote will be invited to vote by way of a poll once each resolution is read out. Please be reminded that those joining remotely are not able to vote. To ensure we capture all shareholders' perspectives, we will conduct a poll on each resolution today. I'm appointing MUFG Corporate Markets, the company's registrars, to act as scrutineers. When you registered your attendance here today, you will have been given a poll card, which the shareholders and proxies present at the meeting should complete and sign as indicated. In the case of corporate shareholders, the poll card should be completed by their authorized representatives present at the meeting or by their proxy. If a voter is both a shareholder and a proxy for another shareholder or if you are attending as a proxy or representative of more than one shareholding, please use separate poll cards. On your poll cards, there are 3 options for each resolution. You can vote for the proposed resolution, against the proposed resolution or you may withhold your vote. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a resolution. Please complete your poll card by ticking the appropriate box next to the relevant resolution depending on how you wish to cast your vote. Once all votes have been taken on the resolutions, please would you sign the poll card and hand it to the representative of MUFG Corporate Markets, who will be coming around to collect the poll cards. Should you require any further assistance, our registrars will be happy to help you. I can confirm that I've been appointed as proxy by a number of shareholders and will cast those votes on the poll accordingly. The results of the poll will be published via RNS once the votes have been counted and will also be published on our website. Resolution 1 is the resolution to receive and adopt the report of the directors and the accounts of the company for the financial year 2025-2026. I formally propose Resolution 1 as an ordinary resolution. This resolution is now put to the meeting to vote. Please would you tick the appropriate box on the poll card. [Voting]

I will now close the vote. The poll is now closed. Resolution 2 is the resolution to approve the directors' remuneration report for the financial year 2025-'26. I formally propose Resolution 2 as an ordinary resolution. This resolution is now put to the meeting to vote. Please would you tick the appropriate box on the poll card. [Voting]

I will now close the vote. The poll is now closed. In accordance with the Articles of Association, all directors are retiring at this meeting. Sophie Tomkins, Chris Willford, Rupert Howell, Philip Machray, Conrad Bona and James Gregory are offering themselves for reelection. And Lewis Robinson, who was appointed to the Board on 2nd of March 2026, is standing for election for the first time. Resolution 3 is the resolution to reelect Sophie Tomkins, who is a Nonexecutive Director. I formally propose resolution 3 as an ordinary resolution. This resolution is now put to the meeting to vote. Please would you tick the appropriate box on the poll card. [Voting]

I will now close the vote. The poll is now closed. Resolution 4 is the resolution to reelect Chris Willford as a Director of the company. I formally propose resolution 4 as an ordinary resolution. This resolution is now put to the meeting to vote. Please would you tick the appropriate box on the poll card. [Voting]

I will now close the vote. The poll is now closed. Resolution 5 is the resolution to reelect Rupert Howell, who is a Nonexecutive Director. I formally propose resolution 5 as an ordinary resolution. This resolution is now put to the meeting to vote. Please would you tick the appropriate box on the poll card. [Voting]

I will now close the vote. The poll is now closed. Resolution 6 is the resolution to reelect Philip Machray, who is a Nonexecutive Director. I formally propose resolution 6 as an ordinary resolution. This resolution is now put to the meeting to vote. Please would you tick the appropriate box on the poll card. [Voting]

I will now close the vote. The poll is now closed. Resolution 7 is the resolution to reelect Conrad Bona, who is a Nonexecutive Director. I formally propose resolution 7 as an ordinary resolution. This resolution is now put to the meeting to vote. Would you tick the appropriate box on the poll card? [Voting]

I will now close the vote. The poll is now closed. Resolution 8 is the resolution to reelect James Gregory as a Director of the company. I formally propose resolution 8 as an ordinary resolution. This resolution is now put to the meeting to vote. Please would you tick the appropriate box on the poll card. [Voting]