UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549








FORM 10-K/A

(Amendment No. 1)








(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal
year endedDecember 31, 2018



or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from      
to



Commission File Number: 001-38140



Cision Ltd.

(Exact name of Registrant as specified in
its charter)



|Cayman Islands                                                         |  | N/A                                 
|---------------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction
        of incorporation or organization) |  | (I.R.S. Employer Identification No.)



130 East Randolph Street, 7th Floor

Chicago, Illinois 60601

(Address of principal executive offices)

(Zip Code)



866-639-5087

(Registrant’s telephone number, including
area code)



Securities registered pursuant to Section
12(b) of the Act:



|Ordinary Shares, par value $0.0001 per
        share
        Warrants, each to purchase one Ordinary
        Share |  | New York Stock Exchange
        NYSE American
|------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------
|(Title of each class)                                                                                              |  | (Name of each exchange on which registered)  



Securities registered pursuant to Section 12(g) of the Act:
None



Indicate by check mark if the Registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

Yes  ̈
No x



Indicate by check mark if the Registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  ̈
No x



Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

Yes x
No  ̈



Indicate by check mark whether the Registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes x
No  ̈



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. x



Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer | x | Accelerated filer         |  ̈
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   |  ̈ | Smaller reporting company |  ̈
|                        |   | Emerging growth company   |  ̈



If an emerging growth company, indicate by check mark if the
Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.  ̈



Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Act).

Yes  ̈ No x



The aggregate market value of the voting and non-voting stock
held by non-affiliates of the Registrant as of June 29, 2018, the last business day of the Registrant’s predecessor’s
most recently completed second fiscal quarter, was approximately $823,829,841.



148,328,727 ordinary shares, par value $0.0001
per share, were issued and outstanding as of April 3, 2019.



DOCUMENTS INCORPORATED BY REFERENCE



None.
















EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A (this “Amendment”)
amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, originally filed on March 1, 2019 (the “Original
Filing”). We are filing this Amendment to include the information required by Part III and not included in the Original Filing,
as we do not intend to file a definitive proxy statement for our annual general meeting of shareholders within 120 days of the
end of our fiscal year ended December 31, 2018. In addition, in connection with the filing of this Amendment and pursuant to the
rules of the Securities and Exchange Commission (the “SEC”), we are including with this Amendment new certifications
of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly,
Item 15 of Part IV has also been amended to reflect the filing of these new certifications.



Except as described above, no other changes have been made to
the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the
disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.



As used in this Amendment, unless the context requires otherwise,
the “Company,” “Cision,” “our,” and “we” mean Cision Ltd. and its consolidated
subsidiaries. The “Business Combination” refers to our combination with Capitol Acquisition Corp. III (“Capitol”)
on June 29, 2017, pursuant to the Agreement and Plan of Merger, dated as of March 19, 2017, as amended, by and among us, Capitol,
Canyon Holdings (Cayman), L.P. (“Cision Owner”), Capitol Acquisition Merger Sub, Inc. and Canyon Holdings S.à
r.l.











TABLE OF CONTENTS



|Part III
|--------
|Item 10.
|Item 11.
|Item 12.
|Item 13.
|Item 14.
|        
|Part IV 
|Item 15.



2







Forward-Looking Statements



This Amendment No. 1 to our Annual Report
on Form 10-K contains forward-looking statements regarding future events and our future results, which are intended to be covered
by the safe harbor provision for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical facts are statements that could be deemed forward-looking statements. Words such
as “achieve,” “anticipate,” “assumes,” “believes,” “continue,” “could,”
 “estimate,” “expects,” “forecast,” “hope,” “intend,” “may,”
 “plan,” “potential,” “predict,” “should,” “will,” “would,”
variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements
that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations
of future events or circumstances are forward-looking statements. Although such statements are based on currently available financial
and economic data as well as management’s estimates and expectations, forward-looking statements are inherently uncertain
and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the
forward-looking statements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking
statements.



Cision Ltd. and its subsidiaries (“we”,
the “Company” or “Cision”) believe it is important to communicate our expectations to our security holders.
However, there may be events in the future that Cision’s management is not able to predict accurately or over which Cision
has no control. The risk factors and cautionary language discussed in this report provide examples of risks, uncertainties and
events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements,
including among other things:



| | · | our estimates of the size of the markets for our products and services;
| | - | -----------------------------------------------------------------------



| | · | the rate and degree of market acceptance of our products and services;
| | - | ----------------------------------------------------------------------



| | · | the success of other technologies that compete with our products and services or that may become available in the future;
| | - | -------------------------------------------------------------------------------------------------------------------------



| | · | the efficacy of our sales and marketing efforts;
| | - | ------------------------------------------------



| | · | our ability to effectively scale and adapt our technology;
| | - | ----------------------------------------------------------



| | · | our ability to identify and integrate acquisitions and technologies into our platform;
| | - | --------------------------------------------------------------------------------------



| | · | our plans to continue to expand internationally;
| | - | ------------------------------------------------



| | · | the performance and security of our services;
| | - | ---------------------------------------------



| | · | our ability to maintain the listing of our securities on a national securities exchange;
| | - | ----------------------------------------------------------------------------------------



| | · | potential litigation involving Cision;
| | - | --------------------------------------



| | · | our ability to retain and attract qualified employees and key personnel;
| | - | ------------------------------------------------------------------------



| | · | our ability to maintain, protect and enhance our brand and intellectual property;
| | - | ---------------------------------------------------------------------------------



| | · | general economic conditions; and
| | - | --------------------------------



| | · | the result of future financing efforts.
| | - | ---------------------------------------



All forward-looking statements attributable
to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. In addition,
all forward-looking statements speak only as of the date of this report. We undertake no obligations to update or publicly revise
any forward-looking statements, whether as a result of new information, future events or otherwise other than as required under
the federal securities laws. Undue reliance should not be placed on these forward-looking statements.



3







PART III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------



The board of directors and executive officers
of Cision are as follows:



|Name                   |  | Age |  | Position                                            
|---------------------- |  | --- |  | ----------------------------------------------------
|                       |  |     |  |                                                     
|Kevin Akeroyd          |  | 50  |  | President, Chief Executive Officer and Director     
|Jack Pearlstein        |  | 55  |  | Executive Vice President and Chief Financial Officer
|Yujie Chen             |  | 48  |  | President, Asia-Pacific                             
|Robert Coppola         |  | 48  |  | Chief Information Officer                           
|Erik Huddleston        |  | 43  |  | President, Americas                                 
|Rainer Mathes          |  | 64  |  | President, Cision Insights                          
|Peter Low              |  | 56  |  | Managing Director, EMEA                             
|Greg Spratto           |  | 46  |  | Chief Operating Officer                             
|Steve Solomon          |  | 55  |  | Chief Accounting Officer                            
|Mark M. Anderson(2)(3) |  | 43  |  | Director and Chairman of the Board                  
|Philip A. Canfield(3)  |  | 51  |  | Director                                            
|L. Dyson Dryden(1)(2)  |  | 43  |  | Director                                            
|Mark D. Ein(1)(3)      |  | 54  |  | Director and Vice-Chairman of the Board             
|Stephen P. Master(2)   |  | 35  |  | Director                                            
|Stuart J. Yarbrough(1) |  | 68  |  | Director                                            
|Susan Vobejda(2)       |  | 53  |  | Director                                            








(1) Member of the Audit Committee

(2) Member of the Corporate Governance and Nominating Committee

(3) Member of the Compensation Committee



Executive Officers



Kevin Akeroyd. Mr. Akeroyd
has served as our Chief Executive Officer and President since August 2016. Mr. Akeroyd has over 25 years of experience in digital,
social and mobile marketing globally. Previously, Mr. Akeroyd was General Manager and Senior Vice President at Oracle Marketing
Cloud from September 2013 to August 2016. Mr. Akeroyd and Oracle created and led the Enterprise Marketing Platform category. Prior
to Oracle, he held senior leadership positions at Badgeville from September 2011 to September 2013 and Salesforce.com (Jigsaw/Data.com)
from September 2007 to August 2011. Mr. Akeroyd holds a degree from the University of Washington, Michael G. Foster School of Business
and attended the EPSO program at the Stanford University Graduate School of Business.



Jack Pearlstein. Mr. Pearlstein
has served as our Chief Financial Officer since June 2014. Previously, from June 2009 to November 2013, he was Chief Financial
Officer of Six3 Systems, Inc., a leading provider of software development, sensor development and signal processing services to
the U.S. intelligence community. As a Chief Financial Officer, Mr. Pearlstein has led three different companies through their initial
public offerings: AppNet from May 1999 to September 2000, DigitalNet from September 2001 to November 2004 and Solera from April
2006 to March 2009. Mr. Pearlstein is a CPA and received his Bachelor of Science in accounting from New York University. He also
holds an MBA in finance from The George Washington University.



Yujie Chen. Mr. Chen has
served as our Asia Pacific President since June 2016. Mr. Chen joined PR Newswire in November 2003 and was promoted from Managing
Director (China) to head PR Newswire’s business for the entire Asia-Pacific region in June 2013. Prior to PR Newswire, Mr.
Chen worked in a number of media and publishing industry roles, including with CNBC Asia from June 2003 to November 2003, Deluxe
Global Media from September 2001 to June 2003 and Beijing Television from February 1996 to August 1999. Chen holds an MBA degree
from the Anderson School of Management at UCLA.



4







Robert Coppola. Mr. Coppola
has served as our Chief Information Officer since July 2016. Mr. Coppola spent four years from June 2011 to September 2015 with
McGraw-Hill Financial as the Chief Information and Technology Officer for S&P Capital IQ and S&P Dow Jones Indices, a leading
provider of ratings, benchmarking and analytics in the global capital and commodity markets. There, he was responsible for driving
the overarching technology strategy, architecture and development in addition to evolving multiple silo-based teams into one global
operating team. He has also held leadership positions with Thomson Reuters from November 2003 to June 2011 and Bloomberg LP from
September 1992 to November 2003. Mr. Coppola holds a Bachelor’s in Economics from Rutgers University.



Erik Huddleston. Mr. Huddleston
joined Cision in January 2019 in connection with the TrendKite acquisition and has served as our President, Americas since February
2019.  Mr. Huddleston has over 20 years of experience in digital, social, PR, SaaS, and analytics.  Previously, Mr. Huddleston
served as CEO of TrendKite from April 2014 until January 2019.  Mr. Huddleston held prior executive leadership positions at
Sprinklr, Dachis Group, Inovis, and BetweenMarkets.  Mr. Huddleston holds a degree from the Plan II Honors Program at the
University of Texas.



Rainer Mathes. Dr. Mathes
has served as President of Cision Insights since January 2018. Cision Insights is dedicated to evaluating companywide campaign
effectiveness through customized intelligence, reporting and industry expertise. Dr. Mathes founded PRIME Research in 1988 while
holding research positions at the Institute of Media Studies at the University of Mainz and later at the Research Center for Surveys
and Methodology in Mannheim. Dr. Mathes developed Prime into a global research organization with locations in Europe, the
United States and Asia. Dr. Mathes was educated at the University of Mainz where he first finished his M.A. in Political
Science, Communication Science and Linguistics in 1980 before achieving his Ph. D. in Political Science in 1986 and receiving the
 ‘Johannes Gutenberg Award’ in the same year.



Peter Low. Mr. Low has served
as our EMEA President since February 2019. He co-founded the Precise Media Group in April 2005 and was CEO of that company until
June 2014. Precise provided media monitoring and evaluation services to companies in the UK and across Europe. The company was
sold in June 2014 and from June 2014 until January 2017, Mr. Low held the position of Chief Strategic Officer at one of the operating
divisions within WPP. Mr. Low qualified as a Chartered Accountant at PwC and holds a law degree from the London School of Economics.



Greg Spratto. Mr. Spratto
has served as our Chief Operating Officer since August 2018. Mr. Spratto has nearly 20 years of operations experience, including
organization leadership, M&A integration, supply chain, customer service and back office automation and reporting. Prior to
joining the Company, Mr. Spratto served in numerous professional capacities, and most recently as Vice President, Operations, of
Autodesk, Inc., a design software and digital content company. Mr. Spratto joined Autodesk in 1998. Mr. Spratto received a Bachelor
of Arts degree from Indiana University.



Steve Solomon. Mr. Solomon
has served as our Chief Accounting Officer since June 2014. From June 2009 to June 2014, he was Corporate Controller of Six3 Systems,
Inc., a leading provider of software development, sensor development and signal processing services to the US intelligence community.
As a Corporate Controller, Mr. Solomon was at DigitalNet from October 2001 to January 2005 and helped the Company through their
initial public offering. Mr. Solomon is a CPA and received his Bachelor of Science in accounting from the University of Maryland.



Non-Employee Directors



Mark M. Anderson. Mr. Anderson
joined GTCR in 2000 and is currently a Managing Director of the firm. He previously worked at Gracie Capital and at Bowles Hollowell
Conner & Co. He holds an MBA from Harvard Business School and a BS from the McIntire School of Commerce at the University of
Virginia. Mr. Anderson currently is a Director of Cision, Global Traffic Network, Beeline, Lytx, Rural Broadband Investments and
XIFIN. In addition, Mr. Anderson was previously a Director of GTCR’s past investments including CAMP Systems, Land Lease
Group and Landmark Aviation, and was instrumental in other GTCR investments including Skylight Financial, Solera and Transaction
Network Services. Mr. Anderson serves on the board of the Chicago Foundation for Education, a non-profit organization that seeks
to improve the educational experience of Chicago’s public school children.



5







We determined that Mr. Anderson’s
directorship experience and experience advising similar companies qualifies him to serve as a director on Cision’s board
of directors.



Philip A. Canfield. Mr. Canfield
is a Managing Director of private equity firm GTCR LLC and currently co-heads GTCR’s Technology, Media and Telecommunications
investment team. Mr. Canfield joined GTCR in 1992 and became a Principal in 1997. From 1990 to 1992, Mr. Canfield worked in the
Corporate Finance Department at Kidder, Peabody and Company. Mr. Canfield has served as a Director of Zayo Group Holdings, Inc.
since July 2012 and is the Chairman of its Nominating & Governance Committee. Mr. Canfield currently serves on several private
company boards. He holds an M.B.A. from the University of Chicago and a B.B.A. in finance with High Honors from the Honors Business
Program at the University of Texas.



We determined that Mr. Canfield’s
extensive experience in corporate finance and in the telecommunications industry qualifies him to serve as a director on Cision’s
board of directors.



L. Dyson Dryden. Mr. Dryden
is currently the President, Chief Financial Officer, and a Director of Capitol Investment Corp. IV, a blank check company formed
for the purpose of effecting a business combination with another company. From July 2015 until it completed its business combination
in June 2017, Mr. Dryden was the President, Chief Financial Officer, Treasurer, Secretary and a Director of Capitol Acquisition
Corp. III. Since the closing of the business combination, Mr. Dryden has continued to serve as a director of Capitol Acquisition
Corp. III (now known as Cision Ltd.). From March 2013 to July 2015, Mr. Dryden served as the Chief Financial Officer and a Director
of Capitol II. Mr. Dryden has continued to serve as a director of Lindblad Expeditions since the closing of its business combination.
Mr. Dryden is also the founder of Dryden Capital Management, LLC, a private investment firm that invests in and builds private
companies, and has served as its President since March 2013. Mr. Dryden has also been Vice Chairman of CDS Logistics Management,
Inc., one of the largest providers of home improvement product delivery services in the United States, since 2009. From August
2005 to February 2013, Mr. Dryden worked in Citigroup’s Investment Banking division in New York, most recently as a Managing
Director where he led the coverage effort for a number of the firm’s Global Technology, Media and Telecommunications clients.
From 2000 to 2005, Mr. Dryden held the titles of Associate and Vice President at Jefferies & Company, a middle market investment
banking firm. From 1998 to 2000, Mr. Dryden worked in the investment banking group at BB&T Corporation. Mr. Dryden holds a
B.S. in Business Administration with a dual concentration in finance and management from the University of Richmond.



We determined that Mr. Dryden’s corporate
finance and public company experience qualifies him to serve as a director on Cision’s board of directors.



Mark D. Ein. Mr. Ein currently
is currently the Chairman, Chief Executive Officer and a Director of Capitol Investment Corp. IV, a blank check company formed
for the purpose of effecting a business combination with another company. Mr. Ein is an investor, entrepreneur and philanthropist,
who has created, acquired, invested in and built a series of growth companies across a diverse set of industries over the course
of his 25-year career. From July 2015 until June 2017, Mr. Ein was the Chairman of the Board, Chief Executive Officer, and a Director
of Capitol III Acquisition Corp. III. Since the closing of the business combination, Mr. Ein has continued to serve as a director
of Capitol Acquisition Corp. III (now known as Cision Ltd.). From August 2010 to July 2015, Mr. Ein was the Chairman of the Board,
Chief Executive Officer, Treasurer and Secretary of Capitol II. Capitol II completed its business combination with Lindblad Expeditions,
Inc. in July 2015. Since the closing of the business combination, Mr. Ein has continued to serve as the Chairman of the Board of
Capitol II (and now post-merger Lindblad Expeditions Holdings, Inc.). From June 2007 to October 2009, Mr. Ein was the Chief Executive
Officer and Director of Capitol I. Capitol I completed its business combination with Two Harbors Investment Corp., a Maryland real
estate investment trust, in October 2009. From October 2009 to May 2015, Mr. Ein served as the Non-Executive Vice Chairman of Two
Harbor’s board of directors. Mr. Ein is the Founder of Venturehouse Group, LLC, a holding company that creates, invests in
and builds companies, and has served as its Chairman and Chief Executive Officer since 1999. Venturehouse’s portfolio includes
or has included the seed investment in Matrics Technologies in August 2000 (sold to Symbol Technologies in September 2004), the
lead investment in the buyout of Cibernet Corporation from the CTIA in March 2003 (sold to MACH S.à.r.l. in April 2007),
the acquisition of VSGi from Net2000 Communications, and an early investment in XM Satellite Radio. He has also been the President
of Leland Investments Inc., a private investment firm, since 2005. Mr. Ein is Co-Chairman of Kastle Holding Company LLC, which
through its subsidiaries conducts the business of Kastle Systems, LLC, a provider of building and office security systems that
was acquired in January 2007. An entity owned by Mr. Ein is also the majority owner and managing member of Kastle Holding Company
LLC. In 2008, Mr. Ein founded and is the owner of the Washington Kastles, the World Team Tennis franchise in Washington, D.C.,
that has won the league championship six times in its nine years in the league. In March, 2017, Mr. Ein led the acquisition of
World TeamTennis LLC, the professional team tennis league of which the Washington Kastles are a franchisee, from Billie Jean King
and is now its Chairman. Previously in his career, Mr. Ein worked for The Carlyle Group, Brentwood Associates, and Goldman, Sachs&
Co. Mr. Ein is the Chairman of the Board of VSGi, a provider of videoconferencing services. Mr. Ein is also the Chairman of the
Board of the District of Columbia Public Education Fund and Vice President of the board of directors of the United States Tennis
Association and a member of the boards of the District of Columbia College Access Program (DC-CAP) and the International Tennis
Hall of Fame. He was appointed by Mayor Vincent Gray to be a member of the D.C. Tax Revision Commission and also serves on the
Executive Committee of the Federal City Council. Mr. Ein received a B.S. in Economics with a concentration in Finance from the
University of Pennsylvania’s Wharton School of Finance and an M.B.A. from the Harvard Business School.



6







We determined that Mr. Ein’s public
company experience, operational experience and his business contacts qualifies him to serve as a director on Cision’s board
of directors.



Stephen P. Master. Mr. Master
joined GTCR in January 2008 and became a Vice President in September 2012. Prior to joining GTCR, Mr. Master worked as an Analyst
in the Telecommunications and Mergers & Acquisitions groups at UBS Investment Bank from June 2006 to December 2007. He holds
an MBA with honors from the University of Chicago and a BA summa cum laude from Northwestern University in mathematical methods
in the social sciences and economics. He is currently a Director of Cision, Inteliquent, Beeline and Park Place and played an instrumental
role in GTCR’s investment in Landmark Aviation. He was previously a Director of Protection 1.



We determined that Mr. Master’s experience
in finance and in advising similar companies qualifies him to serve as a director on Cision’s board of directors.



Stuart J. Yarbrough. Mr.
Yarbrough’s professional experience includes over 24 years in public accounting, primarily with Ernst & Young and BDO
Seidman, LLP. Since June 2008, Mr. Yarbrough has been a private investor. From February 2007 through its final distributions during
June 2008, Mr. Yarbrough served as the chief executive officer of 3Point Capital Partners, a private equity firm. From 1994 through
February 2007, Mr. Yarbrough was a principal at CrossHill Financial Group Inc., a company he co-founded, which provided investment
banking services and venture debt financing to growth companies. Mr. Yarbrough previously served on the board of directors of Solera
Holdings, Inc. and DigitalNet Holdings, Inc., as well as several other public companies. Mr. Yarbrough has a B.A. in management
sciences from Duke University.



We determined Mr. Yarbrough’s extensive
practical and management experience in public accounting and corporate finance, as well as leadership expertise through his directorship
roles in public companies, including service on audit and other board of directors committees, qualifies him to serve as a director
on Cision’s board of directors.



Susan Vobejda. Ms. Vobjeda
currently serves as Chief Marketing Officer at The Trade Desk, a global advertising technology company. Prior to joining The Trade
Desk in November 2017, she served as executive vice president and chief marketing officer of Tory Burch from 2015 to 2017. She
previously held marketing leadership positions with Bloomberg, Yahoo!, Gap and Walmart. Ms. Vobejda holds a B.A. in Economics from
Carleton College and an M.B.A. from Harvard Business School.



We determined that Ms. Vobejda’s
extensive experience in digital marketing and communications qualifies her to serve as a director on Cision’s board of directors.



Board Designees



The board is comprised of eight persons,
including Messrs. Ein and Dryden and three persons designated by Cision Owner. Messrs. Anderson, Canfield and Master have been
designated by Cision Owner as its three designees under that certain director nomination agreement, dated as of June 29, 2017,
by and among us, Cision Owner and certain investment vehicles affiliated with GTCR LLC (the “Nominating Agreement”).



7







Family Relationships



There are no family relationships between
any of Cision’s executive officers and directors or director nominees.



Classified Board of Directors



The directors are divided into three (3)
classes designated as Class I, Class II and Class III. At the 2019 annual general meeting of shareholders, the term of office of
the Class II directors shall expire and Class II directors shall be elected for a full term of three (3) years. At the 2020 annual
general meeting of shareholders, the term of office of the Class III directors shall expire and Class III directors shall be elected
for a full term of three (3) years. At the 2021 annual general meeting of shareholders, the term of office of the Class I directors
shall expire and Class I directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting
of shareholders, directors shall be elected for a full term of three (3) years to succeed the directors of the class whose terms
expire at such annual general meeting.



Our directors are divided among the three
classes as follows, in each case, until their successors are elected and qualified:



| | · | Dyson Dryden and Stephen P. Master are Class I directors serving until the general meeting of shareholders to be held in 2021;
| | - | ------------------------------------------------------------------------------------------------------------------------------



| | · | Stuart J. Yarbrough, Susan Vobejda and Kevin Akeroyd are Class II directors serving until the general meeting to be held in 2019; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| | · | Mark D. Ein, Mark M. Anderson and Philip A. Canfield are Class III directors serving until the general meeting to be held in 2020.
| | - | ----------------------------------------------------------------------------------------------------------------------------------



Risk Oversight



Our board of directors oversees the risk
management activities designed and implemented by our management. Our board of directors executes its oversight responsibility
both directly and through its committees. Our board of directors also considers specific risk topics, including risks associated
with our strategic initiatives, business plans and capital structure. Our management, including our executive officers, is primarily
responsible for managing the risks associated with operation and business of the company and will provide appropriate updates to
the board of directors and the audit committee. Our board of directors delegates to the audit committee oversight of its risk management
process, and our other committees also consider risk as they perform their respective committee responsibilities. All committees
report to the board of directors as appropriate, including when a matter rises to the level of material or enterprise risk.



Meetings and Committees of the Board
of Directors



Cision has established a separately standing
audit committee, corporate governance and nominating committee and compensation committee.



Audit Committee Information



Cision has established an audit committee
comprised of independent directors. The audit committee consists of Stuart J. Yarbrough, Mark D. Ein and L. Dyson Dryden. Each
member of the audit committee is independent under the applicable listing standards. The audit committee has a written charter.
The purpose of the audit committee is, among other things, to appoint, retain, set compensation of, and supervise Cision’s
independent accountants, review the results and scope of the audit and other accounting related services, review Cision’s
accounting practices and systems of internal accounting and disclosure controls and oversee our risk management process.



8







Financial Experts on Audit Committee



The audit committee is and at all times
will be composed exclusively of “independent directors,” as defined for audit committee members under the New York
Stock Exchange listing standards and the rules and regulations of the SEC, who are “financially literate.” “Financially
literate” generally means being able to read and understand fundamental financial statements, including a company’s
balance sheet, income statement and cash flow statement. In addition, Cision is required to certify to the exchange that the committee
has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional
certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.



Stuart J. Yarbrough serves as a financial
expert on the Audit Committee.



Corporate Governance and Nominating
Committee Information



Cision has established a corporate governance
and nominating committee of the board of directors comprised of Mark M. Anderson, L. Dyson Dryden, Stephen P. Master and Susan
Vobedja. Each member of the corporate governance and nominating committee is independent under the applicable listing standards.
The corporate governance and nominating committee has a written charter. The corporate governance and nominating committee is responsible
for overseeing the selection of persons to be nominated to serve on Cision’s board of directors.



Guidelines for Selecting Director Nominees



The corporate governance and nominating
committee considers persons identified by its members, management, stockholders, investment bankers and others. The guidelines
for selecting nominees, which are specified in the corporate governance and nominating committee charter, generally provide that
persons to be nominated:



| | · | should have demonstrated notable or significant achievements in business, education or public service;
| | - | ------------------------------------------------------------------------------------------------------



| | · | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



The corporate governance and nominating
committee considers a number of qualifications relating to management and leadership experience, background and integrity and professionalism
in evaluating a person’s candidacy for membership on the board of directors. The corporate governance and nominating committee
may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from
time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board
members. The corporate governance and nominating committee does not distinguish among nominees recommended by stockholders and
other persons.



Compensation Committee Information



The board of directors of Cision has established
a compensation committee consisting of independent directors. The Compensation Committee consists of Mark M. Anderson, Philip A.
Canfield and Mark D. Ein. The compensation committee has a written charter. The purpose of the compensation committee is to review
and approve compensation paid to Cision’s officers and directors and to administer Cision’s incentive compensation
plans, including authority to make and modify awards under such plans.



Any award made to an individual subject
to the requirements of Section 16 of the Exchange Act must be approved by a committee of two or more members of the board who are
 “nonemployee directors” as defined in Rule 16b-3(d)(1) under the Exchange Act.



Code of Ethics



Cision has adopted a Code of Ethics that
applies to all of its employees, officers and directors. This includes Cision’s principal executive officer, principal financial
officer, and principal accounting officer or controller, or persons performing similar functions. The full text of Cision’s
Code of Ethics is posted on its website at www.cision.com. Cision intends to disclose on its website any future amendments of the
Code of Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer
or controller, persons performing similar functions, or Cision’s directors from provisions in the Code of Ethics.



9







Compensation Committee Interlocks and
Insider Participation



None of the members of the compensation
committee is currently, or has been at any time, one of Cision’s officers or employees. None of Cision’s executive
officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee
of any entity that has one or more executive officers serving as a member of Cision’s board of directors or compensation
committee.



Shareholder and Interested Party Communications



Cision’s board of directors does
not provide a process for shareholders or other interested parties to send communications to the board of directors because management
believed that it was premature to develop such processes given the limited liquidity of Holdings’ Ordinary Shares at that
time. However, management of Cision may establish a process for shareholder and interested party communications in the future.



Section 16(a) Beneficial Ownership Reporting
Compliance



Section 16(a) of the Securities Exchange
Act of 1934, as amended, requires all directors and certain executive officers and persons who own more than 10% of a registered
class of our equity securities to file with the SEC within specified due dates reports of ownership and reports of changes of ownership
of our ordinary shares and our other equity securities. These persons are required by SEC regulations to furnish us with copies
of all Section 16(a) reports they file. Based on reports and written representations furnished to us by these persons, we believe
that all directors and relevant executive officers complied with these filing requirements during 2018.



|Item 11. | Executive Compensation
|-------- | ----------------------



Compensation Discussion and Analysis



This Compensation Discussion and Analysis
reviews our business performance for the year ended December 31, 2018 and the annual compensation of our named executive officers
(“Named Executive Officers” or “NEOs”) based on their level of achievement against the business performance
targets determined by the Compensation Committee of our board of directors (the “Compensation Committee”). It also
provides an overview and analysis of our compensation programs and policies, material compensation decisions made during the year
under those programs and policies, and the material factors considered in making those decisions. Our compensation programs are
objective and performance-based, and we have adopted practices that we believe discourage excessive risk taking by management that
could potentially harm shareholders. Our executive officers have a compensation program that includes a competitive base salary,
an annual cash incentive tied to pre-established financial goals, and long-term equity incentives tied in part to pre-established
financial goals that are collectively aimed to motivate and retain executives while driving the long-term performance of Cision.



During the year ended December 31, 2018,
our NEOs were:



| | · | Kevin Akeroyd, our Chief Executive Officer
| | - | ------------------------------------------

| | · | Jack Pearlstein, our Chief Financial Officer
| | - | --------------------------------------------

| | · | Jason Edelboim, our former President, Americas
| | - | ----------------------------------------------

| | · | Dr. Rainer Mathes, our President, Insights
| | - | ------------------------------------------

| | · | Abe Smith, our former President, EMEA
| | - | -------------------------------------



During January 2019, Mr. Edelboim’s
employment as President, Americas and Mr. Smith’s employment as President, EMEA, concluded. Messrs. Akeroyd, Pearlstein and
Mathes are sometimes referred to in this Compensation Discussion and Analysis as the “Continuing Named Executive Officers.”



10







Executive Summary



We had a strong year in 2018, during which
we achieved significant financial, operational and strategic results. We completed the integration of CEDROM-SNi, which we acquired
in December 2017, and the integration of Prime Research, Inc., which we acquired in January 2018. We believe the integration of
these two acquisitions strengthens our software and services offering, extends our geographical presence and benefits our customers.
During the year ended December 31, 2018, we achieved the following financial results (in millions of dollars):



|                                                 |  | 2018 |       |  | 2017 |   |       | % Change | 
|------------------------------------------------ |  | ---- | ----- |  | ---- | - | ----- | -------- | 
|Revenue                                          |  | $    | 730.4 |  |      | $ | 631.6 |          | 
|Adjusted EBITDA                                  |  | $    | 255.2 |  |      | $ | 225.5 |          | 
|Attribution Bookings (Annualized Contract Value) |  | $    | 1.6   |  |      | $ | 0.1   |          | 



On a pro forma basis, after adjusting for
acquisitions and the impact of fluctuations in exchange rates, our 2018 revenues increased approximately 2.0%. On a pro forma basis,
after adjusting for acquisitions and the impact of fluctuations in exchange rates, our 2018 Adjusted EBITDA increased 13.2%. Adjusted
EBITDA is a non-GAAP measure. For more information on our use of Adjusted EBITDA and other non-GAAP measures, see the discussion
under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP
Financial Measures” contained in Item 7 of the Original Filing. Attribution bookings refers to the revenue associated with
attribution contracts we obtain in a particular year. In 2018, we secured attribution contracts with an annualized contract value
of $1.6 million.



We made continuing strides towards our
strategic initiatives focusing on technology and products, our customers, and our people, which will help us continue to deliver
against our financial goals in the long term. There is solid momentum in the business exiting 2018. We are confident that we are
well-positioned to sustain this level of growth over the coming years as we look to advance our financial, operational and strategic
goals.



Our Compensation Philosophy and Our
2018 Executive Compensation Program



Our compensation policies and philosophies
are designed to align executive compensation with our business objectives and the creation of shareholder value, while also enabling
us to attract, motivate and retain individuals who contribute to our long-term success. We believe our executive compensation program
must be competitive in order to attract and retain executive officers. We seek to implement compensation policies and philosophies
that directly link our executive officers’ variable cash compensation to company performance objectives, and by providing
long-term incentive compensation in the form of time-based equity awards.



Our executive compensation program for
2018 was geared towards driving long-term, sustainable business performance. We believe our executive compensation program should:



| | · | be consistent with both our short-term financial goals and our long-term business objectives and
strategy;
| | - | ----------------------------------------------------------------------------------------------------------



| | · | drive accountability and transparency and align executive compensation with shareholder interests;
| | - | --------------------------------------------------------------------------------------------------



| | · | be designed to attract, retain and motivate top talent;
| | - | -------------------------------------------------------



| | · | apply consistently to executives around the globe, with appropriate adjustments for local financial
goals, business objectives and strategy;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------



| | · | provide long-term incentives that align executive and shareholder interests and promote shareholder
return;
| | - | -----------------------------------------------------------------------------------------------------------



| | · | promote a pay-for-performance culture that is incentivized to achieve business performance that
will sustain growth across Cision; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------



| | · | ensure that our incentive plans do not encourage undue risk taking while also avoiding undue complexity.
| | - | --------------------------------------------------------------------------------------------------------



11







With these guiding principles, we operationalized
the executive compensation program for 2018 as follows:



| | · | the program reasonably balances fixed versus variable pay and short-term versus long-term incentives;
| | - | -----------------------------------------------------------------------------------------------------



| | · | all incentive awards have specific, financial-based metrics that directly support our near-term
and long-term business objectives;
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| | · | the performance metrics used for 2018 annual non-equity incentive awards consisted of Revenue,
Adjusted EBITDA, and Attribution Bookings;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------



| | · | the metrics used for 2018 performance-based equity incentive awards consisted of Revenue and Adjusted
EBITDA, and such awards were granted in the form of performance-based options and restricted stock units;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | long-term equity incentives were granted in the form of options and restricted stock units (“RSUs”)
with time-based vesting;
| | - | ----------------------------------------------------------------------------------------------------------------------------



| | · | all performance-based incentive awards are subject to (a) threshold levels of performance below
which no incentives are paid and (b) performance caps above which no additional incentives are paid; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | benefits are provided as part of a competitive and cost-effective overall remuneration package.
| | - | -----------------------------------------------------------------------------------------------



How Compensation Decisions Are Made



The Compensation Committee
makes individual compensation determinations for executive officers based on a number of factors, including the nature and scope
of each executive officer’s duties, individual experience and performance, internal pay positioning, and the pay levels for
executive officers in similar positions within our peer group of companies.



The Compensation Committee
also considers the individual elements of compensation for each executive officer against the peer group described below, which
consists of fourteen CRM, marketing software, and information services and data companies. Our peer group was developed in coordination
with our compensation consultant. For 2018, our peer group consisted of the following companies:



|·     Acxiom
        ·     Blackbaud
        ·     CoStar
        Group
        ·     Dun
        & Bradstreet
        ·     Ebix
        ·     Factset
        Research
        ·     Fair
        Issac
        ·     Five
        9 | ·     Gartner
        ·     NIC
        ·     Paylocity
        ·     Progress
        Software
        ·     Web.com
        Group
        ·     Zendesk
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



Our Compensation Committee
decided to include companies in our peer group based on one or more of the following factors:



| | · | The company closely matches Cision’s product mix, size and specific industries.
| | - | -------------------------------------------------------------------------------



| | · | The company is one against which analysts and shareholders compare our financial performance.
| | - | ---------------------------------------------------------------------------------------------



| | · | The company is one against which we compete to recruit new talent and retain our existing talent across our business lines.
| | - | ---------------------------------------------------------------------------------------------------------------------------



12







During the year, the
Compensation Committee had numerous discussions about the appropriate peer group of companies for Cision due to our increasingly
global and diverse business. The Compensation Committee reviewed the peer group of companies relative to key competitors, industry
and size factors, such as revenue, EBITDA, enterprise value, and market capitalization, and noted certain outliers in the peer
group of companies when compared to Cision’s enterprise value. The Compensation Committee believes this peer group of companies
appropriately reflects the companies against which our financial performance should be measured and with which the Company competes
for executive talent, as it includes firms that (i) provide broad industry information and analytics; (ii) provide software,
managed services and professional services; and (iii) have a median enterprise value of $3.8 billion, positioning Cision at
the 47th percentile of the peer group of companies with an enterprise value of $2.9 billion as of April 20, 2018 (the
measurement date used in the consultant’s report to the Compensation Committee).



Role of Management



At the Compensation Committee’s request,
our management provides the Compensation Committee with information, analyses, and specific recommendations regarding our executive
compensation program and policies and assists the Compensation Committee in carrying out its responsibilities. Management also
meets regularly with the Compensation Committee to provide the committee with updates. While the Compensation Committee considers
the recommendations of the Chief Executive Officer regarding executive officer compensation levels (other than with respect to
his own compensation), the Compensation Committee ultimately makes all decisions relating to executive officer compensation.



Role of the Compensation Committee



The Compensation Committee, which is currently
composed of three independent directors, is responsible for the compensation of the executive officers. This means that the Compensation
Committee sets base salaries and short-term and long-term incentive targets and approves the individual compensation elements for
each executive officer.



In consultation with Frederic W. Cook,
the Compensation Committee’s independent compensation consultant (“F.W. Cook”), and Company management, the Compensation
Committee actively oversees the design process of our incentive compensation programs and provides the final approval of incentive
programs and quantitative performance metrics. The Compensation Committee establishes target compensation and performance goals
for the executive officers and determines annual incentive payments for the prior year, based upon a review of the performance
achieved. As the Compensation Committee makes its decisions, it considers financial results in the most recent year, analysis against
the compensation peer group of companies, feedback from shareholders, and input from F.W. Cook. The Compensation Committee reviews
and approves compensation with a view to supporting our long-term plans, achieving superior annual and long-term financial results
and making continued progress on our long-term strategic objectives.



Role of Independent Compensation Consultant



In 2018, the Compensation Committee engaged
F.W. Cook as its independent executive compensation advisor to provide guidance on executive compensation and related governance
matters. In choosing F.W. Cook, the Compensation Committee sought a credible leader in the executive compensation field with diversified
industry experience and expertise working with companies like Cision that are actively engaged in mergers and acquisitions and
are frequently faced with the challenge of harmonizing compensation plans and philosophies across recently acquired businesses.
During 2018, F.W. Cook advised the Compensation Committee on the composition of the peer group of companies, provided a competitive
review of executive compensation relative to our peer group of companies, provided an assessment of independent director compensation,
conducted a risk assessment of our compensation programs, reviewed our share usage and dilution relative to our peer group of companies,
and assisted with other executive compensation and governance matters that arose during the course of the year. While the Compensation
Committee considers the recommendations of F.W. Cook, the Compensation Committee ultimately makes all decisions relating to executive
officer compensation.



13







Compensation and Risk



The Compensation Committee considered the
balance between appropriately motivating executives and employees and ensuring that our compensation program does not encourage
excessive risk-taking. The Compensation Committee, with the assistance of F.W. Cook, annually reviews and assesses the risks arising
from our compensation policies and practices. The Compensation Committee believes that the balance between our cash and equity
incentives, selection of performance measures, and other governance practices, such as our anti-hedging/pledging policy, incentive
compensation recoupment policy, and sound internal controls over financial reporting to ensure that performance-based compensation
is earned on the basis of accurate financial data, all help ensure that our compensation plans and practices do not create risks
that are reasonably likely to have a material adverse effect on Cision.



Accounting and Tax Treatment



The Compensation Committee considers the
anticipated accounting and tax treatment to Cision and to the executive officers as part of its decision-making process. From an
accounting perspective, the Compensation Committee’s preference is that there are no significant negative accounting implications
due to the design of the compensation program. Our compensation programs are designed with Sections 409A and 457A of the U.S. Internal
Revenue Code in mind, with the intent to avoid adverse tax consequences for our executive officers.



Components of Compensation



In 2018, the compensation for each of our NEOs consisted of
the following elements:



|Pay Element                                                                           |  | Pay Philosophy                                                                                                                                                                                                                  |  | Components                                                                                                                                                                                                                                                                                                                                                                                               |  | Performance Element                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Base Salary                                                                           |  | Competitive level of fixed pay to recognize individual’s role, expertise, experience, and responsibilities; base salary level takes account of the individual contribution and performance against our strategy                 |  | Cash-base salary is paid in installments during the year                                                                                                                                                                                                                                                                                                                                                 |  | Evaluated annually
        
        Individual performance considered when assessing individual
        pay level
        
        To ensure pay equity, we regularly assess pay against role,
        scope and responsibilities                                                                                                                                                                                                                                                                                                                                      
|                                                                                      |  |                                                                                                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Annual Cash Incentive for the Chief Executive Officer and the Chief Financial Officer |  | Annual incentive target aimed to motivate and reward the achievement of specific annual objectives linked to our strategy and financial goals; it provides annual recognition of superior operational and financial performance |  | Cash payout opportunity of 0% percent to 150% percent
        of target
        
        Performance above the minimum threshold results in a bonus payout
        equivalent to a percentage of target, but no bonus is payable for performance that does not meet the minimum threshold
        
        Targets are adjusted for foreign exchange fluctuations, acquisitions
        and divestitures |  | Revenue (30% weighting); Revenue target of $744 million; 50%
        payout at $729 million up to 150% payout at $769 million
        
        EBITDA Margin (25% weighting); EBITDA Margin target of 35.2%;
        50% payout at 34.0%; payout capped at 100%
        
        EBITDA (25% weighting); EBITDA target of $262 million; 50% payout
        at $253 million up to 150% payout at $271 million
        
        Attribution Bookings (20% weighting); Attribution Bookings target
        of $2.8 million in annual contract value; payout capped at 100%



14







|Pay Element                                                                                |  | Pay Philosophy                                                                                                                                                                                                                              |  | Components                                                                                                                                                                                                                                                                                                                                                                                               |  | Performance Element                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Annual Cash Incentive for the President, Americas, President EMEA, and President, Insights |  | Annual incentive target aimed to motivate and reward the achievement of specific annual objectives linked to our strategy and financial goals; it provides annual recognition of superior operational and financial performance             |  | Cash payout opportunity of 0% percent to 110% percent
        of target
        
        Performance above the minimum threshold results in a bonus payout
        equivalent to a percentage of target, but no bonus is payable for performance that does not meet the minimum threshold
        
        Targets are adjusted for foreign exchange fluctuations, acquisitions
        and divestitures |  | Revenue 45% weighting, with Corporate weighted 5% and applicable
        region or sub-service weighted 40%; Corporate Revenue target of $744 million; Americas Revenue Target of $463 million; EMEA Revenue
        Target of $181 million; Insights Revenue Target of $120 million; payouts between 0% and 110%.
        
        Corporate EBITDA weighted 5%; target of $262 million; President,
        Americas and President, EMEA: applicable region EBITDA weighted 40%; Americas EBITDA target of $169 million; EMEA EBITDA target
        of $47 million; President, Insights: Insights Estimated EBITDA target of $41 million; payouts between 0% and 110%.
        
        Management discretionary component 10% weighting
|                                                                                           |  |                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Time-Based Equity Incentive                                                                |  | Long-term incentive target aimed to support long-term strategy and alignment with shareholders by tying a significant portion of total pay to long-term financial and share price performance                                               |  | Grants are made in the form of 75% options and 25% restricted stock units                                                                                                                                                                                                                                                                                                                                |  | 4-year vesting, 25% on each of the first four anniversaries of the grant date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                           |  |                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Performance-Based Equity Incentive                                                         |  | Short-term incentive target aimed to support achievement of near-term financial goals and objectives and alignment with shareholders by tying a significant portion of total pay to near-term Company financial and share price performance |  | Performance-based grants in the form of 75% options and 25%
        restricted stock units
        
        Targets are adjusted for foreign exchange fluctuations, acquisitions
        and divestitures                                                                                                                                                                                                |  | Performance vesting is 50% for achievement of revenue target and 50% for achievement of EBITDA target; Revenue target of $734 million and EBITDA target of $256 million                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                           |  |                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Benefits                                                                                   |  | Provided as part of a competitive and cost-effective overall remuneration package                                                                                                                                                           |  | Medical insurance
        
        Life insurance
        
        401(k) plan (or other type of pension scheme) and matching contributions                                                                                                                                                                                                                                                              |  | The cost of providing such benefits may vary from year to year, reflecting the cost to the business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



Base Salary



The Named Executive Officers receive a
base salary to compensate them for services rendered to our company. The base salary payable to each Named Executive Officer is
intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, position and responsibilities.



15







Based on their review and analysis of base
salaries of CEOs and CFOs in Cision’s peer group, our compensation consultant determined that Mr. Akeroyd’s and Mr.
Pearlstein’s salaries were not market competitive. In consultation with the compensation consultant, the Compensation Committee
increased Mr. Akeroyd’s base salary from $450,000 to $625,000 and increased Mr. Pearlstein’s base salary from $350,000
to $400,000. Pursuant to their review of the compensation consultant’s peer analysis of executives that report directly to
the Chief Executive Officer, the individual executive’s skill set, experience, position and responsibilities, the Compensation
Committee increased Mr. Edelboim’s base salary from $315,000 to $365,000. Dr. Mathes and Mr. Smith did not receive base salary
increases during 2018.



Annual Cash Incentive Bonuses



Pursuant to the terms of their employment
agreements, our Named Executive Officers are eligible to receive cash bonuses based on their performance and the performance of
Cision and its subsidiaries. The board sets performance targets at the beginning of each fiscal year and communicates these targets
to our Named Executive Officers. Each Named Executive Officer’s performance bonus for the year ended December 31, 2018 was
determined based on the achievement of corporate revenue goals, corporate EBITDA goals, and corporate Attribution Bookings, or
the achievement of corporate revenue goals, corporate EBITDA goals, business/regional revenue goals, and business/regional EBITDA
goals, in each case as detailed above. We refer to metrics that are based Cision’s overall business as “corporate”
and metrics that are based on a specific geographic region or sub-service as “regional” or “sub-service,”
respectively. Our annual cash incentive bonuses are aimed to motivate and reward the achievement of specific annual objectives
linked to our strategy and financial goals and provide annual recognition of superior operational and financial performance.



Pursuant to their review of the compensation
consultant’s peer analysis of our NEOs, the individual executive’s skill set, experience, position and responsibilities,
the Compensation Committee determined that Mr. Akeroyd’s cash incentive target should be equal to 100% of his base salary,
and Messrs. Pearlstein’s, Edelboim’s, Mathes’ and Smith’s cash incentive target should each be equal to
50% of such individual’s base salary.



Time-Based Equity Awards



The Named Executive Officers are granted
time-based equity awards that are intended to provide a long-term incentive target aimed to support our long-term strategy and
ensure alignment with shareholders by tying a significant portion of total pay to long-term Company financial goals and share price
performance. Time-based equity awards were granted in the form of 75% options and 25% restricted stock units. Time-based equity
awards vest over 4 years, in equal annual instalments of 25% on each of the first four anniversaries of the grant date.



Pursuant to their review of the compensation
consultant’s peer analysis of our NEOs, the individual executive’s skill set, experience, position and responsibilities,
the Compensation Committee made the following grants of time-based equity awards:



|NEO        |  | Options(1) |         |  | Restricted Stock Units | 
|---------- |  | ---------- | ------- |  | ---------------------- | 
|Akeroyd    |  |            | 108,750 |  |                        | 
|Pearlstein |  |            | 114,375 |  |                        | 
|Edelboim   |  |            | 33,750  |  |                        | 
|Smith      |  |            | 20,625  |  |                        | 
|Mathes     |  |            | 39,375  |  |                        | 








(1) All options were granted with a strike
price of $15.07 per share.



Performance-Based Equity Awards



The Named Executive Officers are granted
performance-based equity awards that are intended to provide a short-term incentive target aimed at supporting achievement of near-term
financial goals and objectives and alignment with shareholders by tying a significant portion of total pay to near-term Company
financial and share price performance. Performance-based equity awards were granted in the form of 75% options and 25% restricted
stock units. Performance-based equity awards vest 50% for achievement of the revenue target and 50% for the achievement of the
EBITDA target. The 2018 targets established by the Compensation Committee were $734 million for Revenue and $256 million for EBITDA.



16







Pursuant to their review of the compensation
consultant’s peer analysis of our NEOs, the individual executive’s skill set, experience, position and responsibilities,
the Compensation Committee made the following grants of performance-based equity awards:



|NEO        |  | Options(1) |         |  | Restricted Stock Units | 
|---------- |  | ---------- | ------- |  | ---------------------- | 
|Akeroyd    |  |            | 108,750 |  |                        | 
|Pearlstein |  |            | 114,375 |  |                        | 
|Edelboim   |  |            | 33,750  |  |                        | 
|Smith      |  |            | 20,625  |  |                        | 
|Mathes     |  |            | 39,375  |  |                        | 








(1) All options were granted with a strike
price of $15.07 per share.



Benefits and Perquisites



We provide our NEOs with life and medical
insurance, and other benefits generally available to all employees. We maintain a tax-qualified defined contribution plan meeting
the requirements of Section 401(k) of the Internal Revenue Code, commonly called a 401(k) plan, for substantially all of our U.S.
employees through Fidelity. The 401(k) plan is available on the same terms to all of our U.S. employees, including the Named Executive
Officers. Each participant can elect to contribute from 0% to 100% of his or her base salary to the 401(k) plan, subject to Internal
Revenue Service and ERISA limitations. We also make matching 401(k) contributions up to a specified portion of each employee’s
salary. The deferred amount is invested in accordance with the election of the participant in a variety of investment choices.
Cision sponsors retirement schemes for all international employees that vary based upon their country of employment.



We believe that perquisites should be kept
to a minimum. Of our NEOs, only Dr. Mathes and Mr. Smith received perquisites exceeding $10,000.



Post-Termination Benefits



Our NEOs are generally entitled to severance
and certain post-termination benefits pursuant to their employment contracts with us.



Target Setting Process



The performance measures we currently use
in our cash incentive and equity incentive plans are all financial. Our performance management process, which we use throughout
Cision, assesses executive officers against both financial and non-financial objectives. The executive officers’ performance
against their individual objectives ultimately supports our financial performance, so we believe it is appropriate that financial
measures remain the key incentive plan measures. These seek to ensure that the executive officers deliver the underlying financial
performance of the business, whilst clearly aligning with the interests of shareholders. For all elements of our incentive programs,
we take a number of factors into account when setting targets, including both internal and external expectations. These include
analyst earnings estimates, competitors’ earnings estimates, wider economic expectations, the latest internal projections
for the current year, the budget, and the strategic plan. Prior to finalizing the targets, the Compensation Committee undertakes
a rigorous exercise at multiple meetings over the course of the year to review and consider the targets to ensure that they are
appropriate in the context of expected performance and are a sufficient stretch in our performance based on the factors taken into
account. Targets are structured as a sliding scale, with maximum awards only payable for the achievement of significant levels
of performance.



17







Report of the Compensation Committee



The Compensation Committee has reviewed
and discussed the Compensation Discussion and Analysis included in this Amendment with management and, based on that review and
discussion, recommended to the Board that it be included in this Amendment.



This report is submitted by the members
of the Compensation Committee that served on the Compensation Committee during the year ended December 31, 2018, and that participated
in the review, discussion and analysis with respect to the Compensation Discussion and Analysis included in this Amendment.



Mark M. Anderson

Philip A. Canfield

Mark D. Ein



Executive Compensation Tables



Summary Compensation Table



The following table presents summary information
regarding the total compensation for the years ended December 31, 2018, 2017 and 2016 for the Named Executive Officers.



|Name and Principal 
Position             |  | Year |  | Salary ($) |         |     | Bonus ($) |   |         | Stock 
Awards ($)(1) |  |   | Non equity 
Incentive Plan 
Compensation 
($) |     |  | All Other 
Compensation 
($) |         |  | Total ($) |  
|---------------------------------------- |  | ---- |  | ---------- | ------- | --- | --------- | - | ------- | -------------------- |  | - | --------------------------------------------- | --- |  | ---------------------------- | ------- |  | --------- | -
|Kevin Akeroyd,                           |  | 2018 |  | $          | 537,500 |     |           |   | —       |                      |  | $ | 2,504,631                                     |     |  | $                            | 416,875 |  |           | $
|Chief Executive  Officer                 |  | 2017 |  | $          | 475,000 |     |           |   | —       |                      |  |   | —                                             |     |  | $                            | 311,838 |  |           | $
|                                         |  | 2016 |  | $          | 197,954 | (3) |           | $ | 370,000 | (4)                  |  | $ | 3,478,790                                     | (5) |  | $                            | 98,959  |  |           |  
|                                         |  |      |  |            |         |     |           |   |         |                      |  |   |                                               |     |  |                              |         |  |           |  
|Jack Pearlstein, Chief Financial Officer |  | 2018 |  | $          | 370,833 |     |           |   | —       |                      |  | $ | 2,634,181                                     |     |  | $                            | 266,800 |  |           | $
|                                         |  |      |  |            |         |     |           |   |         |                      |  |   |                                               |     |  |                              |         |  |           |  
|Jason Edelboim, President, Americas      |  | 2018 |  | $          | 365,000 |     |           |   | —       |                      |  | $ | 777,299                                       |     |  |                              | —       |  |           | $
|                                         |  | 2017 |  | $          | 315,000 |     |           | $ | 680,912 |                      |  | $ | 528,449                                       |     |  | $                            | 103,477 |  |           | $
|                                         |  |      |  |            |         |     |           |   |         |                      |  |   |                                               |     |  |                              |         |  |           |  
|Dr. Rainer Mathes, President, Insights   |  | 2018 |  | $          | 375,987 |     |           |   | —       |                      |  | $ | 906,849                                       |     |  | $                            | 165,631 |  |           | $
|                                         |  |      |  |            |         |     |           |   |         |                      |  |   |                                               |     |  |                              |         |  |           |  
|Abe Smith, President, EMEA               |  | 2018 |  | $          | 350,000 |     |           |   | —       |                      |  | $ | 475,016                                       |     |  | $                            | 125,000 |  |           | $










| | (1) | Represents the grant date fair value of such awards as determined in accordance with ASC Topic 718. For a discussion of the
assumptions underlying these amounts, see Note 7 to our audited financial statements for the year ended December 31, 2018 included
in the Original Filing.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Includes $9,188 in matching 401k contributions and $690 in group term life insurance contributions.
| | --- | ---------------------------------------------------------------------------------------------------



| | (3) | Represents salary from August 1, 2016, Mr. Akeroyd’s start date, to December 31, 2016.
| | --- | --------------------------------------------------------------------------------------



| | (4) | Represents a one-time cash signing bonus paid to Mr. Akeroyd.
| | --- | -------------------------------------------------------------



| | (5) | Consists of (i) 3,091,679 Class C Units with a grant date fair market value of $ 3,108,790 and (ii) 3,700 Class A Units with
a grant date fair market value of $370,000 included as part of Mr. Akeroyd’s signing bonus.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Includes $1,217 in matching 401k contributions and $300 in group term life insurance contributions.
| | --- | ---------------------------------------------------------------------------------------------------



18







| | (7) | Consists of $4,538 in matching 401k contributions, $9,850 paid for private healthcare coverage and $61,012 in payments for
employer-provided automobile.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Consists of $9,250 in matching 401k contributions, $450 in life insurance contributions, $12,543 paid for private healthcare
coverage, $13,390 for personal travel expenses, $14,188 in tax equalization payments and $130,3401
for tuition and education expense reimbursement for Mr. Smith’s children (including additional tax equalization payments
of approximately $40,340).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Grants of Plan-Based Awards



Annual Cash Incentive Payments



The following table sets forth the potential
annual cash incentive payments to our Named Executive Officers for the year ended December 31, 2018. The actual amounts paid to
such officers are set forth above in the “Non equity Incentive Plan Compensation” column of the Summary Compensation
Table.



|                |  | Estimated Possible Payouts |        
|--------------- |  | -------------------------- | -------
|NEO             |  | Threshold                  |        
|Kevin Akeroyd   |  | $                          | 312,500
|Jack Pearlstein |  | $                          | 200,000
|Abe Smith       |  |                            | —      
|Jason Edelboim  |  |                            | —      
|Rainer Mathes   |  | $                          | 93,051 










(1) Our employee arrangements with Dr.
Mathes provided that he was entitled to a minimum bonus of 50% of his target for the fiscal year ended December 31, 2018.



Time-Based Equity Awards



The following time-based equity awards
were granted to our Named Executive Officers under the 2017 Omnibus Incentive Plan during the fiscal year ended December 31, 2018.



|NEO             |  | Grant Date |  | All other stock awards: Number of shares of stock or units (#) |        |  | All other option awards: Number of securities underlying options (#) |  |         | Exercise or base price of option awards ($/Sh) |  |   | Grant date fair value of stock and option awards ($)(1) | 
|--------------- |  | ---------- |  | -------------------------------------------------------------- | ------ |  | -------------------------------------------------------------------- |  | ------- | ---------------------------------------------- |  | - | ------------------------------------------------------- | 
|Kevin Akeroyd   |  | 7/30/2018  |  |                                                                |        |  |                                                                      |  | 108,750 |                                                |  | $ | 15.07                                                   | 
|                |  | 7/30/2018  |  |                                                                | 36,250 |  |                                                                      |  |         |                                                |  |   |                                                         | 
|                |  |            |  |                                                                |        |  |                                                                      |  |         |                                                |  |   |                                                         | 
|Jack Pearlstein |  | 7/30/2018  |  |                                                                |        |  |                                                                      |  | 114,375 |                                                |  | $ | 15.07                                                   | 
|                |  | 7/30/2018  |  |                                                                | 38,125 |  |                                                                      |  |         |                                                |  |   |                                                         | 
|                |  |            |  |                                                                |        |  |                                                                      |  |         |                                                |  |   |                                                         | 
|Abe Smith       |  | 7/30/2018  |  |                                                                |        |  |                                                                      |  | 20,625  |                                                |  | $ | 15.07                                                   | 
|                |  | 7/30/2018  |  |                                                                | 6,875  |  |                                                                      |  |         |                                                |  |   |                                                         | 
|                |  |            |  |                                                                |        |  |                                                                      |  |         |                                                |  |   |                                                         | 
|Jason Edelboim  |  | 7/30/2018  |  |                                                                |        |  |                                                                      |  | 33,750  |                                                |  | $ | 15.07                                                   | 
|                |  | 7/30/2018  |  |                                                                | 11,250 |  |                                                                      |  |         |                                                |  |   |                                                         | 
|                |  |            |  |                                                                |        |  |                                                                      |  |         |                                                |  |   |                                                         | 
|Rainer Mathes   |  | 7/30/2018  |  |                                                                |        |  |                                                                      |  | 39,375  |                                                |  | $ | 15.07                                                   | 
|                |  | 7/30/2018  |  |                                                                | 13,125 |  |                                                                      |  |         |                                                |  |   |                                                         | 










| | (1) | The fair value of RSUs granted on July 30, 2018 was $15.07, the closing market price of our ordinary
shares on such date. The fair value of options granted on July 30, 2018 was $6.49 per option.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



19









Performance-Based Equity Awards



The following performance-based equity
awards were granted to our NEOs under the 2017 Omnibus Incentive Plan during the fiscal year ended December 31, 2018. Because our
2018 EBITDA and Revenue failed to satisfy the applicable vesting criteria, all of the performance-vesting awards described below
were forfeited for no consideration.



|NEO             |  | Grant Date |  | All other stock awards: Number of shares of stock or units (#) |        |  | All other option awards: Number of securities underlying options (#) |  |         | Exercise or base price of option awards ($/Sh) |  |   | Grant date fair value of stock and option awards ($)(1) | 
|--------------- |  | ---------- |  | -------------------------------------------------------------- | ------ |  | -------------------------------------------------------------------- |  | ------- | ---------------------------------------------- |  | - | ------------------------------------------------------- | 
|Kevin Akeroyd   |  | 7/30/2018  |  |                                                                |        |  |                                                                      |  | 108,750 |                                                |  | $ | 15.07                                                   | 
|                |  | 7/30/2018  |  |                                                                | 36,250 |  |                                                                      |  |         |                                                |  |   |                                                         | 
|                |  |            |  |                                                                |        |  |                                                                      |  |         |                                                |  |   |                                                         | 
|Jack Pearlstein |  | 7/30/2018  |  |                                                                |        |  |                                                                      |  | 114,375 |                                                |  | $ | 15.07                                                   | 
|                |  | 7/30/2018  |  |                                                                | 38,125 |  |                                                                      |  |         |                                                |  |   |                                                         | 
|                |  |            |  |                                                                |        |  |                                                                      |  |         |                                                |  |   |                                                         | 
|Abe Smith       |  | 7/30/2018  |  |                                                                |        |  |                                                                      |  | 20,625  |                                                |  | $ | 15.07                                                   | 
|                |  | 7/30/2018  |  |                                                                | 6,875  |  |                                                                      |  |         |                                                |  |   |                                                         | 
|                |  |            |  |                                                                |        |  |                                                                      |  |         |                                                |  |   |                                                         | 
|Jason Edelboim  |  | 7/30/2018  |  |                                                                |        |  |                                                                      |  | 33,750  |                                                |  | $ | 15.07                                                   | 
|                |  | 7/30/2018  |  |                                                                | 11,250 |  |                                                                      |  |         |                                                |  |   |                                                         | 
|                |  |            |  |                                                                |        |  |                                                                      |  |         |                                                |  |   |                                                         | 
|Rainer Mathes   |  | 7/30/2018  |  |                                                                |        |  |                                                                      |  | 39,375  |                                                |  | $ | 15.07                                                   | 
|                |  | 7/30/2018  |  |                                                                | 13,125 |  |                                                                      |  |         |                                                |  |   |                                                         | 










| | (1) | The fair value of RSUs granted on July 30, 2018 was $15.07, the closing market price of our ordinary
shares on such date. The fair value of options granted on July 30, 2018 was $6.49 per option.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Outstanding Equity Awards At Fiscal Year End – Interests
in Cision Owner



The following table summarizes, for each
of the NEOs, the number of Class C Units of Cision Owner held as of December 31, 2018.



|NEO             |  | # Shares or Units of Stock that have not vested (#)(1) |           |     | Market Value # Share or Units of Stock that have not vested ($)(2) |  
|--------------- |  | ------------------------------------------------------ | --------- | --- | ------------------------------------------------------------------ | -
|Kevin Akeroyd   |  |                                                        | 1,159,380 | (3) |                                                                    | $
|Jack Pearlstein |  |                                                        | —         |     |                                                                    |  
|Abe Smith       |  |                                                        | —         |     |                                                                    |  
|Jason Edelboim  |  |                                                        | 112,500   | (4) |                                                                    | $
|Rainer Mathes   |  |                                                        | —         |     |                                                                    |  










| | (1) | Represents unvested Class C Units of Cision Owner.
| | --- | --------------------------------------------------



| | (2) | There is no established public trading market for the Class C Units of Cision Owner. The estimated
value of the Class C Units at December 31, 2018 was $2.17 per unit for the Class C Units held by Mr. Akeroyd (which have a participation
threshold of $3.09 per unit) and $0.81 per unit for Class C Units held by Mr. Edelboim (which have a participation threshold of
$4.25 per unit). These amounts are based on a valuation analysis of the Fair Market Value of such units excluding any minority
share discount. These values may not reflect the value actually realized by the Named Executive Officers upon vesting.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



20







| | (3) | Mr. Akeroyd’s Class C Units vest over a four-year period at quarterly intervals beginning
on September 30, 2016.
| | --- | ----------------------------------------------------------------------------------------------------------------



| | (4) | Mr. Edelboim’s Class C Units vest over a four-year period at quarterly intervals beginning
on June 30, 2017.
| | --- | ------------------------------------------------------------------------------------------------------------



Outstanding Equity Awards At Fiscal
Year End – Cision Ltd. Equity Awards



The following table summarizes, for each
of the Named Executive Officers, the number of Cision Ltd. equity awards held as of December 31, 2018. The amounts shown below
exclude performance-based options and restricted stock units which were forfeited on December 31, 2018 due to the failure of such
awards to satisfy the applicable performance vesting criteria.



|Name            |  | Number of Securities Underlying Unexercised Options (#) Exercisable |        |  | Number of Securities Underlying Unexercised Options (#) Unexercisable |  |         | Option Exercise Price ($) |  |   | Option Expiration Date |  | Number of Shares or Units of Stock That Have Not Vested |           |  | Market Value of Shares or Units of Stock That Have Not Vested ($) |       
|--------------- |  | ------------------------------------------------------------------- | ------ |  | --------------------------------------------------------------------- |  | ------- | ------------------------- |  | - | ---------------------- |  | ------------------------------------------------------- | --------- |  | ----------------------------------------------------------------- | ------
|Kevin Akeroyd   |  |                                                                     | —      |  |                                                                       |  | 108,750 | (1)                       |  | $ | 15.07                  |  |                                                         | 7/29/2028 |  |                                                                   | 36,250
|                |  |                                                                     |        |  |                                                                       |  |         |                           |  |   |                        |  |                                                         |           |  |                                                                   |       
|Jack Pearlstein |  |                                                                     | —      |  |                                                                       |  | 114,375 | (1)                       |  | $ | 15.07                  |  |                                                         | 7/29/2028 |  |                                                                   | 38,125
|                |  |                                                                     |        |  |                                                                       |  |         |                           |  |   |                        |  |                                                         |           |  |                                                                   |       
|Abe Smith       |  |                                                                     | —      |  |                                                                       |  | 20,625  | (1)                       |  | $ | 15.07                  |  |                                                         | 7/29/2028 |  |                                                                   | 6,875 
|                |  |                                                                     |        |  |                                                                       |  |         |                           |  |   |                        |  |                                                         |           |  |                                                                   |       
|Jason Edelboim  |  |                                                                     | 20,625 |  |                                                                       |  | 61,875  | (3)                       |  | $ | 12.78                  |  |                                                         | 9/22/2027 |  |                                                                   | 11,250
|                |  |                                                                     |        |  |                                                                       |  | 33,750  | (1)                       |  | $ | 15.07                  |  |                                                         | 7/29/2028 |  |                                                                   |       
|                |  |                                                                     |        |  |                                                                       |  |         |                           |  |   |                        |  |                                                         |           |  |                                                                   |       
|Rainer Mathes   |  |                                                                     | —      |  |                                                                       |  | 39,375  | (1)                       |  | $ | 15.07                  |  |                                                         | 7/29/2028 |  |                                                                   | 13,125










| | (1) | Options become exercisable in four equal annual installments beginning July 30, 2019.
| | --- | -------------------------------------------------------------------------------------



| | (2) | Restricted stock units vest in four equal annual installments beginning July 30, 2019.
| | --- | --------------------------------------------------------------------------------------



| | (3) | Remaining unexercisable options become exercisable in three equal annual installments beginning August 31, 2019.
| | --- | ----------------------------------------------------------------------------------------------------------------



| | (4) | Market value calculated using $11.70 per share, the closing share price of Cision, Ltd. common shares as of December 31, 2018.
| | --- | ------------------------------------------------------------------------------------------------------------------------------



Option Exercises and Stock Vested – Interests in
Cision Owner



|Name            |  | Number of Shares Acquired on Vesting(1) |         |  | Value Realized on Vesting(2) |  
|--------------- |  | --------------------------------------- | ------- |  | ---------------------------- | -
|Kevin Akeroyd   |  |                                         | 772,970 |  |                              | $
|Jack Pearlstein |  |                                         | 130,769 |  |                              | $
|Abe Smith       |  |                                         | —       |  |                              |  
|Jason Edelboim  |  |                                         | 56,250  |  |                              | $
|Rainer Mathes   |  |                                         | —       |  |                              |  










| | (1) | Represents Class C Units of Cision Owner.
| | --- | -----------------------------------------



| | (2) | There is no established public trading market for the Class C Units of Cision Owner. The value of the Class C Units at December
31, 2018 was $2.17 per Class C Unit based on a valuation analysis of the Fair Market Value of such units excluding any minority
share discount. These values may not reflect the value actually realized by the Named Executive Officers upon vesting.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



21







Option Exercises and Stock Vested
 – Cision Ltd. Equity Awards



None of our NEOs exercised options or held
restricted stock units which vested during the year ended December 31, 2018.



Employment Agreements



Each of our Continuing Named Executive
Officers is a party to an employment agreement with us or one of our subsidiaries. Mr. Akeroyd’s employment agreement is
between himself and Cision US Inc. (“Cision US”). Mr. Pearlstein’s employment agreement is between himself and
Cision US. Dr. Mathes has entered agreements with both Cision US and Cision Germany GmbH (“Cision Germany”), as described
below. The following summary sets forth the material terms of our Continuing Named Executive Officer’s existing employment
agreements, as well as the contractual arrangements which govern our relationships with Messrs. Edelboim and Smith following their
respective departures from Cision in 2019.



Kevin Akeroyd



The employment agreement with Kevin Akeroyd
provides that Mr. Akeroyd will serve as the Chief Executive Officer of Cision US. The term of Mr. Akeroyd’s employment commenced
on August 1, 2016 and will continue until (i) Mr. Akeroyd’s resignation, death or disability or (ii) Cision terminates his
employment with or without Cause. On June 29, 2017, in connection with the consummation of the Business Combination, Cision US
entered into an amended employment agreement with Mr. Akeroyd in order to remove Cision Owner as a party to Mr. Akeroyd’s
employment agreement. The terms of Mr. Akeroyd’s employment were not substantially modified by such amendment. Mr. Akeroyd’s
base salary was raised to $625,000 in August 2018 and is subject to annual increase as approved by Cision’s board of directors.



Subject to continued employment, Mr. Akeroyd
will be eligible to receive an annual bonus in an amount up to 100% of his base salary, as determined by Cision’s board of
directors based upon Mr. Akeroyd’s performance and the performance of Cision, Cision US and the other subsidiaries of Cision
relative to financial, operating and other objectives mutually agreed upon by Cision’s board of directors and Mr. Akeroyd.
In addition, Mr. Akeroyd is entitled to such other benefits as are approved by Cision’s board of directors and made generally
available to all senior management of Cision and Cision US.



If Mr. Akeroyd’s employment is terminated
for any reason, Mr. Akeroyd is entitled to receive:



| | · | any earned but unpaid portion of his base salary through the date of such termination, subject
to withholding and other appropriate deductions;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



| | · | reimbursement for expenses accrued during employment, subject to and in accordance with, Cision
US’s expense reimbursement policy;
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| | · | any earned but unpaid annual bonus relating to any prior period; and
| | - | --------------------------------------------------------------------



| | · | any vested benefits (including vacation) accrued through the date of such termination in accordance
with applicable law or the governing agreement, plan or policy rules (together, the “Akeroyd Accrued Obligations”).
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If Mr. Akeroyd’s employment is terminated
by resignation with Good Reason or by Cision’s board of directors without Cause, then, in addition to the Akeroyd Accrued
Obligations, during the 12-month period commencing on the date of termination (the “Akeroyd Severance Period”), (x)
Cision US shall pay to Mr. Akeroyd an aggregate amount equal to 100% of his annual base salary, and (y) Cision US shall pay the
premiums for Mr. Akeroyd’s continued coverage under Cision US’s health benefit plan during the Akeroyd Severance Period
(subject to certain limitations).



22







In the event of Mr. Akeroyd’s resignation,
if at the time of such resignation Cision US had the right to terminate Mr. Akeroyd’s employment with Cause, then Cision
US may elect to treat such resignation as a termination of Mr. Akeroyd’s employment by Cision US with Cause.



Mr. Akeroyd’s employment agreement
also contains provisions relating to obligations to maintain confidentiality, ownership of property developed during employment,
third-party information and use of information of prior employers, as well as non-solicitation of Cision employees for a period
of 12 months following termination of employment.



For purposes of Mr. Akeroyd’s employment
agreement:



“Cause” means (i) (a) the conviction
or plea of no contest for or indictment on a felony or a crime involving moral turpitude or (b) the commission of any other act
or omission involving (x) dishonesty that is reasonably likely to materially and adversely affect Cision or any of its subsidiaries
or (y) fraud, in either case, with respect to Parent, Cision US or any of their respective subsidiaries or any of their customers,
vendors or employees, (ii) substantial and repeated failure to perform duties of the office held by Mr. Akeroyd as reasonably and
expressly directed by Cision’s board of directors, provided that Mr. Akeroyd shall have the opportunity to address Cision’s
board of directors before a termination pursuant to this clause (ii) becomes effective, (iii) gross negligence or willful misconduct
with respect to the Cision, Cision US or any of their respective subsidiaries or any of their customers, vendors or employees,
(iv) conduct which could reasonably be expected to bring Cision, Cision US or any of their respective subsidiaries into substantial
public disgrace or disrepute, (v) any breach by Mr. Akeroyd of the confidentiality or non-solicitation provisions of his agreement
and/or (vi) a failure to observe Cision’s, Cision US’s or any of their respective subsidiaries’ policies or standards
regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies) as approved by
Cision’s board of directors from time to time.



“Good Reason” means (i) a material
reduction in Mr. Akeroyd’s then effective annual base salary, (ii) a material diminution in Mr. Akeroyd’s title, (iii)
the assignment of duties to Mr. Akeroyd materially inconsistent with his position or (iv) the relocation by Cision US of Mr. Akeroyd’s
principal office to a location which is more than 50 miles outside of the San Jose metropolitan area, in each case, without the
prior written consent of Mr. Akeroyd.



Jack Pearlstein



The employment agreement with Jack Pearlstein
provides that Mr. Pearlstein will serve as the Chief Financial Officer of Cision US. The term of Mr. Pearlstein’s
employment commenced on May 30, 2014 and will continue until (i) Mr. Pearlstein’s resignation, death or disability or
(ii) Cision US terminates his employment with or without Cause. On June 29, 2017, in connection with the consummation of the Business
Combination, Cision US entered into an amended employment agreement with Mr. Pearlstein in order to remove Cision Owner as
a party to Mr. Pearlstein’s employment agreement. The terms of Mr. Pearlstein’s employment were not substantially
modified by such amendment. Mr. Pearlstein’s base salary is currently fixed at $400,000 per year and is subject to annual
increase as approved by Cision US’s board of directors.



Subject to continued employment, Mr. Pearlstein
will be eligible to receive an annual bonus in an amount up to 50% of his base salary, as determined by Cision US’s board
of directors based upon Mr. Pearlstein’s performance and the performance of Cision, Cision US and the other subsidiaries
of Cision relative to financial, operating and other objectives mutually agreed upon by Cision’s board of directors and Mr. Pearlstein.
In addition, Mr. Pearlstein is entitled to such other benefits as are approved by Cision’s board of directors and made
generally available to all senior management of Cision and Cision US.



If Mr. Pearlstein’s employment
is terminated for any reason, Mr. Pearlstein is entitled to receive:



| | · | any earned but unpaid portion of his base salary through the date of such termination, subject
to withholding and other appropriate deductions;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



23







| | · | reimbursement for expenses accrued during employment, subject to and in accordance with, Cision
US’s expense reimbursement policy;
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| | · | any earned but unpaid annual bonus relating to any prior period; and
| | - | --------------------------------------------------------------------



| | · | any vested benefits (including vacation) accrued through the date of such termination in accordance
with applicable law or the governing agreement, plan or policy rules (together, the “Pearlstein Accrued Obligations”).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If Mr. Pearlstein’s employment
is terminated by resignation with Good Reason or by Cision’s board of directors without Cause, then, in addition to the Pearlstein
Accrued Obligations, during the 18-month period commencing on the date of termination (the “Pearlstein Severance Period”),
(x) Cision US shall pay to Mr. Pearlstein an aggregate amount equal to 150% of his annual base salary, and (y) Cision US shall
pay the premiums for Mr. Pearlstein’s continued coverage under Cision US’s health benefit plan during the Pearlstein
Severance Period (subject to certain limitations).



Mr. Pearlstein’s employment
agreement also contains provisions relating to obligations to maintain confidentiality, ownership of property developed during
employment, third-party information, use of information of prior employers, non-competition with Cision Ltd.’s and its respective
subsidiaries’ business and non-solicitation of Cision’s and its respective subsidiaries’ employees for a period
of 18 months following termination of employment.



For purposes of Mr. Pearlstein’s
employment agreement:



“Cause” means (i) (a) the conviction
or plea of no contest for or indictment on a felony or a crime involving moral turpitude or (b) the commission of any other act
or omission involving (x) dishonesty that is reasonably likely to materially and adversely affect Cision or any of its subsidiaries
or (y) fraud, in either case, with respect to Parent, Cision US or any of their respective subsidiaries or any of their customers,
vendors or employees, (ii) substantial and repeated failure to perform duties of the office held by Mr. Pearlstein as reasonably
and expressly directed by Cision’s board of directors, provided that Mr. Pearlstein shall have the opportunity to address
Cision’s board of directors before a termination pursuant to this clause (ii) becomes effective, (iii) gross negligence or
willful misconduct with respect to the Cision, Cision US or any of their respective subsidiaries or any of their customers, vendors
or employees, (iv) conduct which could reasonably be expected to bring Cision, Cision US or any of their respective subsidiaries
into substantial public disgrace or disrepute, (v) any breach by Mr. Pearlstein of the confidentiality or non-solicitation
provisions of his agreement and/or (vi) a failure to observe Cision’s, Cision US’s or any of their respective subsidiaries’
policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies)
as approved by Cision’s board of directors from time to time.



“Good Reason” means (i) a material
reduction in Mr. Pearlstein’s then effective annual base salary, (ii) a material diminution in Mr. Pearlstein’s
title, (iii) the assignment of duties to Mr. Pearlstein materially inconsistent with his position or (iv) the relocation of
Mr. Akeroyd’s principal office to a location which is more than 50 miles outside of the Washington, D.C. metropolitan
area, in each case, without the prior written consent of Mr. Pearlstein.



Rainer Mathes



We have entered into employment arrangements
with Dr. Mathes in both the United States and Germany. Both agreements provide for a salary of €157,500 per year, resulting
in total annual base compensation of approximately €315,000. Dr. Mathes has two separate employment agreements because he
spends roughly equal amounts of time working in the United States and Germany throughout the year.



The U.S. employment agreement with Rainer
Mathes provides that Dr. Mathes will serve as the President of Cision Global Insights for Cision US. The term of Dr. Mathes’
employment commenced on January 28, 2018 and will continue until (i) Dr. Mathes’ resignation, death or disability or (ii)
Cision US terminates his employment with or without Cause. Dr. Mathes’ base salary is set at approximately €157,500
per year and is subject to annual increase as approved by Cision US’s board of directors.



24







Subject to continued employment, Dr. Mathes
will be eligible to receive an annual bonus in an amount up to €157,500, but at least 50% of the then current annual salary
of Dr. Mathes, as determined by Cision US’s board of directors based upon Dr. Mathes’ performance and the performance
of Cision US and its subsidiaries relative to financial, operating and other objectives set by Cision US. In addition, Dr. Mathes
is entitled to such other benefits as are made generally available by Cision US to its employees as well as such other benefits
as are approved by Cision US and made generally available to other employees of Cision US who are in similar roles to Dr. Mathes.



If Dr. Mathes’ employment is terminated
for any reason, Dr. Mathes is entitled to receive:



| | · | any earned but unpaid portion of his base salary through the date of such termination, subject
to withholding and other appropriate deductions;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



| | · | reimbursement for reasonable and documented expenses accrued during employment, subject to and
in accordance with, Cision US’s expense reimbursement policy;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | any earned but unpaid annual bonus relating to any prior fiscal year; and
| | - | -------------------------------------------------------------------------



| | · | any vested benefits (including vacation, but excluding severance-type benefits) accrued through
the date of such termination in accordance with applicable law or the governing agreement, plan or policy rules (together, the
 “Mathes Accrued Obligations”).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If Dr. Mathes’ employment is terminated
by Cision without Cause, then, in addition to the Mathes Accrued Obligations, during the 6-month period commencing on the date
of termination (the “Mathes Severance Period”), (x) Cision US shall pay to Dr. Mathes an aggregate amount equal to
50% of his annual base salary (the “Mathes Severance Payments”), and (y) Cision US shall have the option to extend
the Mathes Severance Period for up to one additional 6-month period during which period Cision US shall continue to pay the Mathes
Severance Payments to Dr. Mathes at the same annual rate (pro rated as applicable).



Dr. Mathes’ employment agreement
also contains provisions relating to obligations to maintain confidentiality, ownership of property developed during employment,
third-party information, use of information of prior employers, non-competition with Cision Ltd.’s and its respective subsidiaries’
business and non-solicitation of Cision Ltd.’s and its respective subsidiaries’ employees for a period of approximately
12 months following termination of employment.



For purposes of Dr. Mathes’
employment agreement:



“Cause” means (i) (a) the commission
of a felony or a crime involving moral turpitude or (b) the commission of any other act or omission involving dishonesty or fraud
with respect to Parent, Cision US or any of their respective subsidiaries or any of their customers, vendors or employees, (ii)
substantial and repeated failure to perform duties of the office held by Dr. Mathes as reasonably directed by an executive to whom
Dr. Mathes directly or indirectly reports or by Cision US (iii) gross negligence or willful misconduct with respect to Cision,
Cision US or any of their respective subsidiaries or any of their customers, vendors or employees, (iv) conduct which could reasonably
be expected to bring Cision, Cision US or any of their respective subsidiaries into substantial public disgrace or disrepute, (v)
any breach by Dr. Mathes of the confidentiality or non-solicitation provisions of his agreement and/or (vi) a failure to observe
policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies)
as approved by Cision US from time to time.



Dr. Mathes is also party to a managing
director service contract with Cision Germany. The service contract provides that Dr. Mathes will serve as a managing director
of Cision Germany and is entitled to an annual salary of €157,500 (which amount is in addition to amounts payable under his
U.S. employment agreement). The service contract contains customary non-competition and non-solicitation provisions which remain
in effect during the term of the service contract and for 12 months following termination. Dr. Mathes’ service contract is
terminable upon six month’s notice, during which period Dr. Mathes may be released from his work obligations. Additionally
the service contract may be terminated at any time for “important reasons”, which include the failure of Dr. Mathes
to comply with certain provisions of the service contract, or the violation of the non-competition and non-solicitation provisions
contained therein.



25







Jason Edelboim



Jason Edelboim resigned from his position
with Cision on January 16, 2019. The terms of Mr. Edelboim’s separation are governed by his existing employment agreement,
which is between himself and PR Newswire Association, LLC. The employment agreement provides that Mr. Edelboim will remain subject
to the customary non-competition and non-solicitation provisions contained therein for a period of nine months following his departure.



Abe Smith



On January 15, 2019, Mr. Smith departed
Cision and entered into a separation agreement with Cision US. The separation agreement provides that Mr. Smith will receive six
month’s salary continuation, in addition to a one-time lump sum repatration payment of $105,000 (Mr. Smith relocated from
the United States to the United Kingdom in 2017 in connection with his appointment as President - EMEA). The separation agreement
also provides that Mr. Smith will remain subject to the customary non-competition and non-solicitation provisions contained in
his original employment agreement with Cision U.S. for a period of six months following his departure.



Potential Payments Upon Termination
or Change in Control



Potential Payments to Continuing
Named Executive Officers



Our Continuing Named Executive Officers
are eligible to receive certain severance payments and benefits under their employment and equity grant agreements in connection
with a termination of employment under various circumstances and/or a change in control.



The table below provides an estimate of
the value of such payments and benefits assuming that a qualifying termination of employment and, as applicable, a change in control,
occurred on December 31, 2018, and assuming a share price of $11.70 per share, the closing price of the ordinary shares on such
date. The actual amounts that would be paid or distributed to the Named Executive Officers as a result of one of the termination
events occurring in the future will depend on factors such as the date of termination, the manner of termination and the terms
of the applicable agreements in effect at such time, which could differ materially from the terms and amounts described here.



|Name            |  | Benefit                       |  | Termination Without Cause |         |  | Termination due to Death or Disability |  |   | Termination without Cause or for Good Reason Following Change in Control | 
|--------------- |  | ----------------------------- |  | ------------------------- | ------- |  | -------------------------------------- |  | - | ------------------------------------------------------------------------ | 
|Kevin Akeroyd   |  | Base Salary Continuation      |  | $                         | 625,000 |  |                                        |  | — |                                                                          | 
|                |  | Benefit Continuation          |  | $                         | 11,101  |  |                                        |  | — |                                                                          | 
|                |  | Acceleration of Equity Awards |  |                           | —       |  |                                        |  | — |                                                                          | 
|                |  | Total                         |  | $                         | 636,101 |  |                                        |  | — |                                                                          | 
|                |  |                               |  |                           |         |  |                                        |  |   |                                                                          | 
|Jack Pearlstein |  | Base Salary Continuation      |  | $                         | 600,000 |  |                                        |  | — |                                                                          | 
|                |  | Benefit Continuation          |  | $                         | 15,759  |  |                                        |  | — |                                                                          | 
|                |  | Total                         |  | $                         | 615,759 |  |                                        |  | — |                                                                          | 
|                |  |                               |  |                           |         |  |                                        |  |   |                                                                          | 
|Rainer Mathes   |  | Base Salary Continuation      |  | $                         | 186,102 |  |                                        |  | — |                                                                          | 










| | (1) | Represents acceleration of 1,159,380 Class C Units of Cision Owner, assuming a fair market value
of $2.17 as of December 31, 2018.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



26







Payments in Connection with Officer
Departures



Two of our Named Executive Officers, Jason
Edelboim and Abe Smith, departed Cision after the end of our latest fiscal year. Mr. Edelboim departed Cision on January 16, 2019
and will not be provided any continuing benefits due to his resignation from Cision consistent with the terms of his employment
agreement. We entered into a separation agreement with Mr. Smith upon his departure on January 15, 2019, pursuant to which we agreed
to pay Mr. Smith approximately $284,344, consisting of $175,000 in salary continuation, $105,000 in repatriation bonus and $4,344
in benefits continuation.



Director Compensation



The following table presents summary information
regarding the total compensation awarded to, earned by, and paid to directors for the year ended December 31, 2018.



|Name               |  | Fees Earned  or Paid in Cash ($) |        |  | Stock Awards ($) |   |         | Total ($) | 
|------------------ |  | -------------------------------- | ------ |  | ---------------- | - | ------- | --------- | 
|Mark M. Anderson   |  | $                                | 42,500 |  |                  | $ | 139,989 | (1)(2)    | 
|Philip A. Canfield |  |                                  | 35,000 |  |                  |   | 139,989 | (1)(2)    | 
|L. Dyson Dryden    |  |                                  | 22,500 |  |                  |   | 139,989 | (1)       | 
|Mark D. Ein        |  |                                  | 30,000 |  |                  |   | 139,989 | (1)       | 
|Stephen P. Master  |  |                                  | 27,500 |  |                  |   | 139,989 | (1)(2)    | 
|Stuart Yarbrough   |  |                                  | 70,000 |  |                  |   | 139,989 | (1)       | 
|Susan Vobejda      |  |                                  | 7,500  |  |                  |   | 92,057  | (3)       | 










| | (1) | Consists of 8,120 RSUs which vest on August 23, 2019.
| | --- | -----------------------------------------------------



| | (2) | Pursuant to the policies of GTCR, stock awards held by
directors affiliated with GTCR are held for the benefit of GTCR-affiliated entities and each director disclaims any pecuniary
interest in such securities.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Consists of 6,340 RSUs which vest on October 30, 2019.
| | --- | ------------------------------------------------------



Director Compensation Structure



We compensate our directors who are not
employees of Cision according to the following structure:



|Description                                |  | Amount                                                                                                                         
|------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------
|                                           |  |                                                                                                                                
|Quarterly retainer                         |  | $10,000                                                                                                                        
|                                           |  |                                                                                                                                
|Additional retainer for committee members  |  | $2,500 per committee per quarter                                                                                               
|                                           |  |                                                                                                                                
|Restricted Stock Unit Grants               |  | Issue Cision restricted stock units on an annual basis with then-current fair market value equal to 2x annual cash compensation
|                                           |  |                                                                                                                                
|Additional retainer for chair of committee |  | $5,000 for the chairs of any standing committee per quarter                                                                    



The RSUs vest 100% on the first anniversary
of issuance, so long as the recipient remains on the board of directors as of each vesting date. Any unvested RSUs would vest immediately
upon a change in control of Cision. Any unvested RSUs will be automatically forfeited upon such person’s resignation or removal
from the board of directors with or without cause.





27







|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------



The following table sets forth information
as of April 3, 2019 regarding the beneficial ownership of Cision’s Ordinary Shares by:



| | · | Each person known to be the beneficial owner of more than 5% of Cision’s outstanding Ordinary Shares;
| | - | -----------------------------------------------------------------------------------------------------



| | · | Each director and each of Cision’s principal executive officers and two other most highly compensated executive officers (“named executive officers”); and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | All current executive officers and directors as a group.
| | - | --------------------------------------------------------



Unless otherwise indicated, Cision believes
that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned
by them.



|Name and Address of Beneficial Owner(1)                          |  | Amount and Nature of Beneficial Ownership |            |        | Approximate Percentage of Outstanding Ordinary Shares(2) | 
|---------------------------------------------------------------- |  | ----------------------------------------- | ---------- | ------ | -------------------------------------------------------- | 
|Directors and Executive Officers:                                |  |                                           |            |        |                                                          | 
|Kevin Akeroyd(3)                                                 |  |                                           | 29,266     | (3)    |                                                          | 
|Jack Pearlstein(3)                                               |  |                                           | 133,333    | (3)    |                                                          | 
|Rainer Mathes                                                    |  |                                           | 1,735,269  |        |                                                          | 
|Mark D. Ein                                                      |  |                                           | 3,587,079  | (4)    |                                                          | 
|L. Dyson Dryden                                                  |  |                                           | 1,194,685  | (5)    |                                                          | 
|Stephen P. Master                                                |  |                                           | 1,503      | (6)(7) |                                                          | 
|Stuart J. Yarbrough                                              |  |                                           | 2,986      |        |                                                          | 
|Mark M. Anderson                                                 |  |                                           | 15,428     | (6)(7) |                                                          | 
|Philip A. Canfield                                               |  |                                           | 53,059     | (6)(7) |                                                          | 
|Susan Vobejda                                                    |  |                                           | —          |        |                                                          | 
|All directors and executive officers as a group (17 individuals) |  |                                           | 7,068,120  |        |                                                          | 
|Five Percent Holders:                                            |  |                                           |            |        |                                                          | 
|Baron Capital Group, Inc.                                        |  |                                           | 7,234,146  | (8)    |                                                          | 
|Cision Owner                                                     |  |                                           | 50,490,472 | (6)(7) |                                                          | 
|T. Rowe Price Associates, Inc.                                   |  |                                           | 10,328,394 | (9)    |                                                          | 








|* | Represents less than 1%.
|- | ------------------------



| | (1) | Unless otherwise indicated, the business address of each of the individuals is 130 East Randolph
St., 7th Floor, Chicago, IL 60601.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



| | (2) | The percentage of beneficial ownership of Cision is calculated based on 148,328,727 Ordinary Shares
outstanding. Unless otherwise indicated, Cision believes that all persons named in the table have sole voting and investment power
with respect to all Ordinary Shares beneficially owned by them as of the date indicated.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Certain of our executive officers hold interests in Cision Owner pursuant to the Cision Owner Partnership
Agreement. These executive officers have neither a controlling interest in Cision Owner nor direct or indirect voting or dispositive
power with respect to Ordinary Shares of Cision held of record by Cision Owner.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



28







| | (4) | Consists of 3,575,214 shares held by Capitol Acquisition Management 3 LLC and 11,865 shares held
by Leland Investments, Inc. Both entities are controlled by Mr. Ein.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Represents shares held by Capitol Acquisition Founder 3 LLC, an entity controlled by Mr. Dryden.
| | --- | ------------------------------------------------------------------------------------------------



| | (6) | Voting and dispositive power with respect to the Ordinary Shares held by Cision Owner is exercised
by its general partner, Canyon Partners, Ltd., which is controlled by a majority vote of its ten-member board of directors (“Canyon
Board of Directors”). GTCR Investment X AIV Ltd. (“GTCR AIV”) as the sole shareholder of Canyon Partners, Ltd.
may be deemed to share voting and dispositive power over the Ordinary Shares held by Cision Owner. GTCR AIV is managed by a ten-member
board of Directors (the “AIV Board of Directors”) comprised of Mark M. Anderson, Craig A. Bondy, Philip A. Canfield,
Aaron D. Cohen, Sean L. Cunningham, David A. Donnini, Constantine A. Mihas, Collin E. Roche, Lawrence C. Fey IV and Benjamin J.
Daverman. Each of the foregoing entities and the individual members of each of the Canyon Board of Directors and the AIV Board
of Directors disclaim beneficial ownership of the shares held of record by Cision Owner except to the extent of his, her or its
pecuniary interest. The address for Cision Owner, Canyon Partners, Ltd. and GTCR AIV is c/o GTCR Golder Rauner II, LLC, 300 North
LaSalle Street, Suite 5600, Chicago, Illinois 60654.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Messrs. Canfield and Anderson are Managing Directors of GTCR LLC, and Mr. Master is a Vice President
of GTCR LLC. Each of Messrs. Canfield, Anderson and Master disclaims beneficial ownership of any units of Cision Owner beneficially
owned by Canyon Partners, Ltd. and GTCR AIV, except to the extent of his indirect pecuniary interest.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | The business address of Baron Capital Group, Inc. is 767 Fifth Avenue, 49th Floor, New York, NY
10153. Information derived from a Schedule 13G/A filed on February 14, 2019.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | The business address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.
Information derived from a Schedule 13G/A filed on February 14, 2019.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table sets forth information
about securities authorized for issuance under Cision’s equity compensation plan as of December 31, 2018:



|Plan Category                                              |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |           |  | Weighted-average exercise price of outstanding options, warrants and rights (1) (b) |   |       | Number of securities  remaining available for  future issuance under  equity compensation plans  (excluding securities  reflected in column (a)) (c) | 
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- | --------- |  | ----------------------------------------------------------------------------------- | - | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Equity compensation plans approved by security holders     |  |                                                                                                 | 2,438,894 |  |                                                                                     | $ | 14.43 |                                                                                                                                                      | 
|Equity compensation plans not approved by security holders |  |                                                                                                 | —         |  |                                                                                     |   | —     |                                                                                                                                                      | 
|Total                                                      |  |                                                                                                 | 2,438,894 |  |                                                                                     | $ | 14.43 |                                                                                                                                                      | 








(1) Weighted-average exercise price is
based on 2,112,500 options outstanding as of December 31, 2018. The remaining securities consist of restricted stock units which
do not have an exercise price.



|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------



Related Party Transactions Policy



Cision has adopted a Related Party Transactions
policy that sets forth the manner in with Cision considers, evaluates and, where appropriate, conducts transactions with Related
Parties, which are defined as: (a) each director or officer of Cision; (b) any nominee for election as a director of Cision; (c)
any security holder who is known to Cision to own of record or beneficially more than five percent (5%) of any class of Cision’s
voting securities; and (d) any “Immediate Family Member” (as defined in Regulation S-K Item 404(a)) of any of the foregoing
persons. For purposes of the Related Party Transactions policy, a “Related Party Transaction” means a transaction,
arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which Cision was, is or will
be a participant and the amount involved will or may be expected to exceed $120,000 in any fiscal year, and in which any Related
Party had, has or will have a direct or indirect material interest (including any transactions requiring disclosure under Item
404 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended). Any director, nominee for election as
a director or officer who intends to enter into a Related Party Transaction shall disclose that intention and all material facts
with respect to such transaction to the Audit Committee, and any other employee of Cision who intends to cause Cision to enter
into any Related Party Transaction shall disclose that intention and all material facts with respect to the transaction to his
or her superior, who shall be responsible for seeing that such information is reported to the Audit Committee.



29







The Audit Committee reviews all Related
Party Transactions and approves or disapproves such transactions in advance of such transaction being given effect (subject to
any permissible delegation of authority). The Audit Committee may approve the Related Party Transaction only if the Audit Committee
determines in good faith that, under all of the circumstances, the transaction is in the best interests of the Company and its
shareholders. In connection with approving or ratifying a Related Party Transaction, the Audit Committee shall carefully and diligently
consider all of the relevant facts and circumstances relating to whether the transaction is in the best interests of Cision, including
consideration of the following factors: the position within or relationship of the Related Party with Cision; the materiality of
the transaction to the Related Party and Cision, including the dollar value of the transaction, without regard to profit or loss;
the business purpose for and reasonableness of the transaction (including the anticipated profit or loss from the transaction),
taken in the context of the alternatives available to Cision for attaining the purposes of the transaction; whether the transaction
is comparable to a transaction that could be available with an unrelated party, or is on terms that Cision offers generally to
persons who are not Related Parties; whether the transaction is in the ordinary course of Cision’s business and was proposed
and considered in the ordinary course of business; the effect of the transaction on Cision’s business and operations, including
on Cision’s internal control over financial reporting and system of disclosure controls or procedures; any additional conditions
or controls (including reporting and review requirements) that should be applied to such transaction; whether the Related Party
Transaction was initiated by Cision or the Related Party; the Related Party’s interest in the Related Party Transaction;
and any other information regarding the Related Party Transaction or the Related Party that would be material to investors in light
of the circumstances of the particular transaction.



These procedures are intended to determine
whether any Related Party Transaction impairs the independence of a director or presents a conflict of interest on the part of
a directors, employee or officer.



Warrant Exchange



In May 2018, Cision completed an exchange
offer relating to its outstanding warrants, whereby the holders of the warrants were offered 0.26 Cision ordinary shares for each
outstanding warrant tendered (the “Warrant Exchange Offer”). Each of Cision Owner, Mark D. Ein and L. Dyson Dryden
participated in the Warrant Exchange Offer and tendered all of the warrants held by them. In connection with the closing of the
Warrant Exchange Offer, Cision issued an aggregate of 6,100,209 ordinary shares (including 528,331 ordinary shares to Cision Owner
and 1,124,319 and 374,773 ordinary shares to Messrs. Ein and Dryden, respectively) in exchange for 23,462,423 warrants. In June
2018, the 1,037,577 outstanding warrants that did not participate in the exchange were converted into 242,780 ordinary shares pursuant
to an amendment to the warrant agreement authorized in connection with the Warrant Exchange Offer.



Registration Rights Agreement



In connection with the consummation of
the Business Combination, we entered into a registration rights agreement with Cision Owner and affiliates of Mark D. Ein and L.
Dyson Dryden (the “Registration Rights Agreement”). The parties are entitled to have registered, in certain circumstances,
the resale of the ordinary shares of Cision held by them, subject to certain conditions set forth therein.



Pursuant to the Registration Rights Agreement,
Cision Owner is entitled to request that Cision register its shares on a long-form or short-form registration statement on one
or more occasions in the future, which registrations may be “shelf registrations.” In certain limited circumstances,
the holder of a majority of registrable securities held by the affiliates of Messrs. Ein and Dryden are entitled to make demand
registrations. The parties to the Registration Rights Agreement are entitled to participate in certain registered offerings by
Holdings, subject to certain limitations and restrictions. Cision will pay expenses of the parties incurred in connection with
the exercise of their rights under this agreement.



30







Nominating Agreement



Pursuant to the Nominating Agreement, Cision
Owner (or its affiliates) has the right to designate nominees for election to Cision’s board of directors for so long as
Cision Owner beneficially owns 5% or more of the total number of Cision’s ordinary shares then outstanding. The number of
nominees that Cision Owner (or its affiliates) is entitled to nominate under the Nominating Agreement is dependent on its beneficial
ownership of ordinary shares. For so long as Cision Owner beneficially owns a number of ordinary shares equal to or greater than
35%, 15% or 5%, respectively, of the total number issued and outstanding, Cision Owner will have the right to nominate three, two
or one director(s), respectively. In addition, Cision Owner has the right to designate the replacement for any of its designees
whose board service has terminated prior to the end of the director’s term, regardless of Cision Owner’s beneficial
ownership at such time. Cision Owner has the right to have its designees participate on committees of the board of directors, subject
to compliance with applicable law and stock exchange listing rules. So long as GTCR and its affiliates are the beneficial owners
of a majority of the ordinary shares of Cision held by Cision Owner, Cision Owner will, upon the request of GTCR, assign all of
its rights under the Nominating Agreement to GTCR (or one of its affiliates).



Independence of Directors



As a result of its Ordinary Shares being
listed on the New York Stock Exchange, Cision adheres to the rules of such exchange in determining whether a director is independent.
The board of directors of Cision has consulted, and will consult, with its counsel to ensure that the board’s determinations
are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors.
The New York Stock Exchange listing standards generally define an “independent director” as a person, other than an
executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board
of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The
board has determined that Mr. Anderson, Mr. Canfield, Mr. Ein, Mr. Dryden, Mr. Master, Mr. Yarbrough and Ms. Vobejda are independent
directors. The board has determined that Mr. Akeroyd is not an independent director on account of his employment with Cision.



|Item 14. | Principal Accounting Fees and Services
|-------- | --------------------------------------



PricewaterhouseCoopers LLP (“PWC”)
serves as the Company’s independent registered public accounting firm. The following table presents fees paid or accrued
for the audit of the Company’s annual consolidated financial statements and all other professional services rendered by PWC
for the years ended December 31, 2017 and 2018.



|                      |  | Year Ended December 31, |      
|--------------------- |  | ----------------------- | -----
|(in thousands)        |  | 2017                    |      
|Audit Fees(1)         |  | $                       | 3,016
|Audit Related Fees(2) |  |                         | 2,186
|Tax Fees(3)           |  |                         | 1,701
|All Other Fees        |  |                         | —    
|Total                 |  | $                       | 6,903








| | (1) | Represents fees for professional services provided for the audit of the Company’s annual
consolidated financial statements, reviews of the Company’s quarterly condensed consolidated financial statements, audit
services provided in connection with other statutory or regulatory filings, and accounting, reporting, and disclosure matters.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Represents fees for assurance services related to the audit of the Company’s annual consolidated
financial statements, including comfort letters, certain SEC filings, financial due diligence, and other agreed upon procedures
and third party assurance engagements.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Represents fees related to tax return preparation, tax planning, and tax compliance support services
| | --- | ----------------------------------------------------------------------------------------------------



31







All services provided by PWC subsequent
to the Business Combination were pre-approved by the Audit Committee. The Audit Committee has considered whether the provision
of the above-noted services is compatible with maintaining the independence of the independent registered public accounting firm
and has determined, consistent with advice from PWC, that the provision of such services has not adversely affected PWC’s
independence.



Pursuant to its charter, the Audit Committee
is responsible for pre-approving all audit and permissible non-audit services provided to the Company by its independent registered
public accounting firm, subject to any exceptions in the Exchange Act. The Audit Committee may delegate to one or more of its members
the authority to grant such pre-approvals, provided that any decisions of such member or members to grant pre-approvals must be
presented to the full Audit Committee at its next scheduled meeting.



32







PART IV



|Item 15. | Exhibits, Financial Statement Schedules
|-------- | ---------------------------------------



The following exhibits are filed
as part of this Amendment No. 1 to Form 10-K.





|Exhibit
        No. |  | Description                                                                                                                                                                                                                                                         |  | Included         |  | Form  |  | Filing Date          
|------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | ----- |  | ---------------------
|2.1                 |  | Agreement
    and Plan of Merger, dated as of March 19, 2017, by andamong Capitol Acquisition Corp. III, Capitol Acquisition HoldingCompany Ltd., Capitol Acquisition Merger Sub, Inc., CanyonHoldings (Cayman), L.P. and Canyon Holdings S.à r.l.                  |  | By
    Reference |  | S-4   |  | April
    11, 2017   
|2.2                 |  | Amendment
    No. 1 to Agreement and Plan of Merger, dated as ofApril 7, 2017, by and among Capitol Acquisition Corp. III, CapitolAcquisition Holding Company Ltd., Capitol Acquisition Merger Sub,Inc., Canyon Holdings (Cayman), L.P. and Canyon HoldingsS.à r.l. |  | By
    Reference |  | S-4   |  | April
    11, 2017   
|3.1                 |  | Amended
    and Restated Memorandum and Articles of Association ofCision Ltd.                                                                                                                                                                                       |  | By
    Reference |  | 8-K   |  | July
    6, 2017     
|4.1                 |  | Specimen
    Ordinary Share Certificate.                                                                                                                                                                                                                            |  | By
    Reference |  | S-4/A |  | May
    15, 2017     
|10.1                |  | Registration
    Rights Agreement between Cision Ltd. and certainholders identified therein.                                                                                                                                                                        |  | By
    Reference |  | 8-K   |  | July
    6, 2017     
|10.2                |  | Director
    Nomination Agreement between Cision Ltd., CanyonHoldings (Cayman), L.P. and the other parties named therein.                                                                                                                                           |  | By
    Reference |  | 8-K   |  | July
    6, 2017     
|10.3                |  | 2017
    Omnibus Incentive Agreement. †                                                                                                                                                                                                                             |  | By
    Reference |  | S-4/A |  | June
    14, 2017    
|10.4                |  | Form
    of Non-Equity Incentive Plan. †                                                                                                                                                                                                                            |  | By
    Reference |  | S-4/A |  | May
    15, 2017     
|10.5                |  | Form
    of Director Indemnification Agreement (Affiliates of CanyonHoldings (Cayman), L.P.). †                                                                                                                                                                     |  | By
    Reference |  | 8-K   |  | July
    6, 2017     
|10.6                |  | Form
    of Director Indemnification Agreement (Affiliates of CapitolAcquisition Management 3 LLC and Capitol Acquisition Founder 3LLC). †                                                                                                                          |  | By
    Reference |  | 8-K   |  | July
    6, 2017     
|10.7                |  | Form
    of Director and Officer Indemnification Agreement (Officersand Independent Directors). †                                                                                                                                                                   |  | By
    Reference |  | 8-K   |  | July
    6, 2017     
|10.8                |  | First
    Lien Credit Agreement.                                                                                                                                                                                                                                    |  | By
    Reference |  | S-4/A |  | May
    15, 2017     
|10.9                |  | Amendment
    to First Lien Credit Agreement.                                                                                                                                                                                                                       |  | By
    Reference |  | S-4/A |  | May
    15, 2017     
|10.10               |  | Support
    Agreement.                                                                                                                                                                                                                                              |  | By
    Reference |  | S-4/A |  | May
    15, 2017     
|10.11               |  | Employment
    Agreement between Cision U.S. Inc. and KevinAkeroyd. †                                                                                                                                                                                               |  | By
    Reference |  | 8-K   |  | July
    6, 2017     
|10.12               |  | Employment
    Agreement between Cision U.S. Inc. and JackPearlstein. †                                                                                                                                                                                             |  | By
    Reference |  | 8-K   |  | July
    6, 2017     
|10.13               |  | Employment
    Agreement between Cision U.S. Inc. and Gregg Spratto. †                                                                                                                                                                                              |  | By
    Reference |  | 10-Q  |  | November
    8, 2018 
|10.14               |  | Office
    Lease between Cision U.S. Inc. and BFPRU I, LLC.                                                                                                                                                                                                         |  | By
    Reference |  | 8-K   |  | July
    6, 2017     
|10.15               |  | Refinancing
    Amendment and Incremental Facility Amendment.                                                                                                                                                                                                       |  | By
    Reference |  | 8-K   |  | August
    7, 2017   
|10.16               |  | Form
    of Restricted Stock Unit Agreement pursuant to the CisionLtd. 2017 Omnibus Incentive Plan. †                                                                                                                                                               |  | By
    Reference |  | 10-Q  |  | November
    9, 2017 
|10.17               |  | Form
    of Nonqualified Stock Option Agreement pursuant to theCision Ltd. 2017 Omnibus Incentive Plan. †                                                                                                                                                           |  | By
    Reference |  | 10-Q  |  | November
    9, 2017 
|10.18               |  | Form
    of Performance-Vesting Restricted Stock Unit Agreement pursuant to the CisionLtd. 2017 Omnibus Incentive Plan. †                                                                                                                                           |  | By
    Reference |  | 10-Q  |  | November
    8, 2018 
|10.19               |  | Form
    of Performance-Vesting Option Agreement pursuant to theCision Ltd. 2017 Omnibus Incentive Plan. †                                                                                                                                                          |  | By
    Reference |  | 10-Q  |  | November
    8, 2018 
|10.20               |  | Incremental
    Facility Amendment to First Lien Credit Agreement.                                                                                                                                                                                                  |  | By
    Reference |  | 8-K   |  | December
    20, 2017





33







|Exhibit
        No. |  | Description                                                                                         |  | Included         |  | Form |  | Filing Date         
|------------------- |  | --------------------------------------------------------------------------------------------------- |  | ---------------- |  | ---- |  | --------------------
|10.21               |  | Repricing
    Amendment to First Lien Credit Agreement.                                             |  | By
    Reference |  | 8-K  |  | February
    8, 2018
|10.22               |  | Repricing Amendment to First Lien Credit Agreement                                                  |  | By Reference     |  | 10-K |  | March 1, 2019       
|10.23               |  | Incremental
    Facility Amendment to First Lien Credit Agreement (Revolving Facility)              |  | By
    Reference |  | 8-K  |  | January
    3, 2019 
|10.24               |  | Incremental
    Facility Amendment to First Lien Credit Agreement (Term Loan Facility)              |  | By
    Reference |  | 8-K  |  | January
    15, 2019
|10.25               |  | Employment Agreement between Cision U.S. Inc. and Dr. Rainer Mathes. †                              |  | Herewith         |  | -    |  | -                   
|10.26               |  | Managing Director Service Contract between Cision Germany GmbH and Dr. Rainer Mathes. †             |  | Herewith         |  | -    |  | -                   
|14.1                |  | Code of Ethics.                                                                                     |  | By Reference     |  | 8-K  |  | July 6, 2017        
|21.1                |  | Subsidiaries of the Registrant.                                                                     |  | By Reference     |  | 10-K |  | March 1, 2019       
|23.1                |  | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.               |  | By Reference     |  | 10-K |  | March 1, 2019       
|24.1                |  | Power of Attorney.                                                                                  |  | By Reference     |  | 10-K |  | March 1, 2019       
|31.1                |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  | Herewith         |  | -    |  | -                   
|31.2                |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  | Herewith         |  | -    |  | -                   
|32.1                |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | By Reference     |  | 10-K |  | March 1, 2019       
|32.2                |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | By Reference     |  | 10-K |  | March 1, 2019       








† Indicates exhibits that constitute
management contracts or compensatory plans or arrangements.



34







SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



Date: April 5, 2019



| | Cision Ltd.
| | -----------
| |            
| | By:        
| |            
| |            



Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.



|Name                |  | Title                                           |  | Date         
|------------------- |  | ----------------------------------------------- |  | -------------
|                    |  |                                                 |  |              
|/s/ Kevin Akeroyd   |  | President, Chief Executive Officer and Director |  | April 5, 2019
|Kevin Akeroyd       |  | (Principal Executive Officer)                   |  |              
|                    |  |                                                 |  |              
|/s/ Jack Pearlstein |  | Chief Financial Officer                         |  | April 5, 2019
|Jack Pearlstein     |  | (Principal Accounting and Financial Officer)    |  |              
|                    |  |                                                 |  |              
|*                   |  | Director                                        |  | April 5, 2019
|Stuart J. Yarbrough |  |                                                 |  |              
|                    |  |                                                 |  |              
|*                   |  | Director                                        |  | April 5, 2019
|Philip A. Canfield  |  |                                                 |  |              
|                    |  |                                                 |  |              
|*                   |  | Director and Vice Chairman of the Board         |  | April 5, 2019
|Mark D. Ein         |  |                                                 |  |              
|                    |  |                                                 |  |              
|*                   |  | Director                                        |  | April 5, 2019
|Stephen P. Master   |  |                                                 |  |              
|                    |  |                                                 |  |              
|*                   |  | Director and Chairman of the Board              |  | April 5, 2019
|Mark M. Anderson    |  |                                                 |  |              
|                    |  |                                                 |  |              
|*                   |  | Director                                        |  | April 5, 2019
|L. Dyson Dryden     |  |                                                 |  |              
|                    |  |                                                 |  |              
|*                   |  | Director                                        |  | April 5, 2019
|Susan Vobejda       |  |                                                 |  |              



|* | The undersigned, by signing his name hereto, does
execute this Amendment No. 1 to the Annual Report on Form 10-K of Cision Ltd. on behalf of the above-named officers and directors
of the registrant pursuant to the Power of Attorney executed by such officers and/or directors on the signature pages to the report
previously filed on March 1, 2019.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|/s/ Jack Pearlstein     | 
|----------------------- | 
|Jack Pearlstein         | 
|Chief Financial Officer | 



35