Publication of Scheme Document

PUBLICATION OF THE SCHEME DOCUMENT, THE CHECKIT CIRCULAR AND

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

On 11 February 2025, the boards of Crimson Tide plc ("Crimson Tide") and Checkit plc ("Checkit"), announced that they had reached agreement on the terms of a recommended all-share merger of Checkit and Crimson Tide, proposed to be implemented by means of a Court-sanctioned scheme of arrangement between Crimson Tide and its shareholders pursuant to Part 26 of the Act (the "Merger").

PUBLICATION OF THE SCHEME DOCUMENT

Crimson Tide is pleased to announce that a circular in relation to the Scheme (the "Scheme Document"), containing, among other things, a letter from the Non-executive Chair of Crimson Tide, an explanatory statement pursuant to section 897 of the Act, the full terms and Conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the action to be taken by Crimson Tide Shareholders, is being published today on Crimson Tide's website at https://crimsontide.co.uk/offer and on Checkit's website at https://info.checkit.net/recommended-crimson-tide-plc-documents-merger.

Copies of the Scheme Document and the Forms of Proxy for use in connection with the Court Meeting and the General Meeting are today being sent to Crimson Tide Shareholders and to holders of options or awards under the Crimson Tide Share Plan.

Capitalised terms used in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document.

NOTICES OF THE COURT MEETING AND GENERAL MEETING AND ACTIONS REQUIRED

As detailed further in the Scheme Document, in order to become Effective, the Scheme requires, among other things, the approval of a majority in number of the Crimson Tide Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy at the Court Meeting (or any adjournment of the Court Meeting), representing not less than 75 per cent. in value of the Crimson Tide Scheme Shares held by such Crimson Tide Scheme Shareholders, and the passing of the Resolution necessary to, amongst other things, implement the Scheme at the General Meeting by the requisite majority of Crimson Tide Shareholders at the General Meeting. Following the Court Meeting and the General Meeting, and the satisfaction (or, where applicable, waiver) of the other Conditions (including the approval by Checkit Shareholders in the Checkit General Meeting of the matters referred to below in connection with the Merger), the Scheme must also be sanctioned by the Court.

Notices convening the Court Meeting and the General Meeting of Crimson Tide, each of which will be held at the offices of Shoosmiths LLP, 1 Bow Churchyard, London, EC4M 9DQ on 19 March 2025, are set out in the Scheme Document. The Court Meeting will start at 10.00 a.m. on that date and the General Meeting will start at 10.30 a.m. on that date (or as soon thereafter as the Court Meeting is concluded or adjourned).

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Crimson Tide Scheme Shareholders' opinion. Whether or not Crimson Tide Scheme Shareholders or Crimson Tide Shareholders intend to attend and/or vote at the Meetings, they are strongly advised to sign and return their Forms of Proxy (by post or by hand) or transmit a proxy appointment or other voting instruction (online or through CREST) for the Meetings as soon as possible. Crimson Tide Scheme Shareholders and Crimson Tide Shareholders are also strongly encouraged, in respect of both Meetings, to appoint "the Chair of the meeting" as their proxy.

The Crimson Tide Directors, who have been so advised by Cavendish Capital Markets Limited ("Cavendish") as to the financial terms of the Merger, consider the terms of the Merger to be fair and reasonable. In providing its advice to the Crimson Tide Directors, Cavendish has taken into account the commercial assessments of the Crimson Tide Directors. Cavendish is providing independent advice to the Crimson Tide Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Crimson Tide Directors unanimously recommend that Crimson Tide Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Crimson Tide Shareholders vote in favour of the Resolution to be proposed at the General Meeting. The Crimson Tide Directors who are interested in Crimson Tide Shares have irrevocably undertaken to vote (or procure the vote) in respect of their own interests in Crimson Tide Shares (and those of their connected persons) amounting to, in aggregate, 90,858 Crimson Tide Shares, representing approximately 1.38 per cent. of the issued share capital of Crimson Tide as at the Last Practicable Scheme Date.

Crimson Tide Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

PUBLICATION OF THE CHECKIT CIRCULAR AND ACTIONS REQUIRED

Under the terms of the Merger, Crimson Tide Shareholders will be entitled to receive 6 New Checkit Shares in exchange for each Crimson Tide Share. The Checkit Board is required to seek the approval of Checkit Shareholders for the requisite authorities and powers to issue and allot such New Checkit Shares at the Checkit General Meeting.

The Checkit Board is pleased to announce that the Checkit General Meeting is expected to be held at 10.00 a.m. on 19 March 2025, at Riverbank House, 2 Swan Lane, London, EC4R 3TT. An explanatory circular and notice of the Checkit General Meeting (the "Checkit Circular") is being posted and made available today to Checkit Shareholders. Copies of the Checkit Circular are also being published and made available today on Crimson Tide's website at https://crimsontide.co.uk/offer and on Checkit's website at https://info.checkit.net/recommended-crimson-tide-plc-documents-merger.

The Checkit Directors consider the Merger to be in the best interests of Checkit and the Checkit Shareholders as a whole and unanimously recommend that Checkit Shareholders vote (or procure the vote) in favour of the Checkit Resolution to be proposed at the Checkit General Meeting, as each of the Checkit Directors has irrevocably undertaken to do (or procure to be done) in respect of their own interests in Checkit Shares (and those of their connected persons) amounting to, in aggregate, 21,966,976 Checkit Shares, representing approximately 20.34 per cent. of the issued share capital of Checkit as at the Last Practicable Scheme Date.

CANCELLATION OF ADMISSION TO TRADING

It is currently intended that, shortly before the Effective Date, an application will be made to the London Stock Exchange for the admission of the Crimson Tide Shares to trading on AIM to be cancelled shortly following the Effective Date. The last day of dealings in, and for registration of transfers of, Crimson Tide Shares is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. on that day other than to Checkit (or as Checkit may direct) pursuant to the Crimson Tide articles of association, as proposed to be amended by the Resolution at the General Meeting.

TIMETABLE

The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this Announcement. Subject to obtaining the approval of the requisite majority of Scheme Shareholders voting at the Court Meeting, of the requisite majority of Crimson Tide Shareholders voting at the General Meeting and of the requisite majority of Checkit Shareholders voting at the Checkit General Meeting, the sanction of the Court and the satisfaction or, where applicable, waiver of the other Conditions (as set out the Scheme Document), the Scheme is expected to become Effective in the second quarter of 2025. If any of the key dates set out in the timetable change, notice of this change will be made by the issue of an announcement through a Regulatory Information Service.

INFORMATION FOR CRIMSON TIDE SHAREHOLDERS AND HELPLINE

Proxy voting queries may also be directed to the Sodali & Co. shareholder helpline on +44 (0) 20 3984 0180.

CRIMSON TIDE SHARE PLAN

Participants in the Crimson Tide Share Plan will be contacted around the date of the Scheme Document via a separate letter to inform them of the effect of the Scheme on their rights under the Crimson Tide Share Plan.

Fieldfisher LLP is acting as legal adviser to Checkit in respect of the Merger. Shoosmiths LLP is acting as legal adviser to Crimson Tide in respect of the Merger.

A reference to Alma PR acting as financial PR advisers to Crimson Tide was included in the 2.7 announcement of 11 February 2025 in error. Alma PR is not currently retained by Crimson Tide in any capacity.

The Merger is being made solely by means of the Scheme Document (or, if the Merger is, with the consent of the Panel, implemented by way of a Takeover Offer, the Offer Document) which contains the full terms and conditions of the Merger, including details of how to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the Crimson Tide General Meeting. Any decision in respect of, or other response to, the Merger should, in the case of Crimson Tide Shareholders, be made only on the basis of the information in the Scheme Document (or, if the Merger is implemented by way of a Takeover Offer, the Offer Document) and, in the case of Checkit Shareholders, also on the basis of the information in the Checkit Circular.

Provision of information relating to Crimson Tide Shareholders

Crimson Tide Shareholders should note that addresses, electronic addresses and certain other information provided by them and other relevant persons for the receipt of communications from Crimson Tide may be provided to Checkit during the Offer Period as required under section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on websites, availability of hard copies and shareholder helpline

Time

All references to time in this Announcement are to London time, unless otherwise stated.

General

Checkit reserves the right to elect, with the consent of the Panel (where necessary), and subject to the terms and conditions noted within the Scheme Document, to implement the Merger by way of an Offer for the entire issued and to be issued share capital of Crimson Tide not already held by Checkit as an alternative to the Scheme. In such an event, an Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme.

If the Merger is effected by way of an Offer, and such an Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Checkit intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Crimson Tide Shares in respect of which the Offer has not been accepted.

Appendix

Expected Timetable of Principal Events

The following indicative timetable is based on Crimson Tide's and Checkit's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Crimson Tide Shareholders by an announcement through a Regulatory Information Service.

The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. Crimson Tide will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Crimson Tide's website at www.crimsontide.co.uk/offer . . Further updates and changes to these times will be notified in the same way. See also note (1)

Notes:

References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Crimson Tide Shareholders by announcement through a Regulatory Information Service.

Participants in the Crimson Tide Share Plan will be contacted around the date of the Scheme Document via a separate letter to inform them of the effect of the Scheme on their rights under the Crimson Tide Share Plan.

(2) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged before 10.00 a.m. on 17 March 2025 or, if the Court Meeting is adjourned, not later than 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the time appointed for the holding of the adjourned meeting. However, BLUE Forms of Proxy not so lodged may be: (i) scanned and emailed to Neville Registrars Limited at the following email address: info@nevilleregistrars.co.uk; or (ii) presented in person to the Chair of the Court Meeting or a representative of Neville Registrars Limited who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

• WHITE Forms of Proxy for the General Meeting must be lodged before 10.30 a.m. on 17 March 2025 in order for it to be valid or, if the General Meeting is adjourned, not later than 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the time appointed for the holding of the adjourned meeting. WHITE Forms of Proxy cannot be handed to the Chair of the General Meeting at that meeting.
• If either of the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two days (excluding non-working days) before the date set for the relevant adjourned meeting.
• This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as may be agreed by Crimson Tide and Checkit (with the Panel's consent and as the Court may approve (if such approval(s) are required)).