Offer Update

RE-CONFIRMATION OF DEADLINE FOR PROXY VOTING AND SUMMARY OF THE BACKGROUND TO AND REASONS FOR THE MERGER AND STRATEGIC RATIONALE

On 11 February 2025, the Boards of Checkit and Crimson Tide announced that they had reached agreement on the terms of a recommended all-share merger pursuant to which Checkit will acquire the entire issued and to be issued share capital of Crimson Tide. The Merger is to be effected by means of a Court-sanctioned scheme of arrangement between Crimson Tide and Crimson Tide Scheme Shareholders.

Crimson Tide Scheme Shareholders are reminded that the Court Meeting and the General Meeting in connection with the Scheme (together the "Meetings") will both be held on 19 March 2025. The latest times for lodging Forms of Proxy for the Court Meeting and General Meeting are 10.00 a.m. on 17 March 2025 and 10.30 a.m. on 17 March 2025 respectively.

Reasons for the Merger and strategic rationale

The Boards of Checkit and Crimson Tide believe that the combination of their companies presents a compelling strategic opportunity to create a market leader in workflow software solutions, also providing a boost to Checkit's own strategic objectives and a range of benefits to all shareholders of the Combined Group. A summary of the key aspects to the rationale for the combination of the two businesses is set out below:

• Checkit's management team has a track record of delivery against its growth strategy which will be enhanced by members of Crimson Tide management.
• There is the opportunity to provide an enhanced product offering to customers of the Combined Group. The combination of Crimson Tide and Checkit's product sets, enhanced by Checkit's strategic initiatives, will create a more robust and competitive company with greater growth potential and long-term stability.
• The combination of Checkit and Crimson Tide would present substantial cross-selling and upselling opportunities to customers from a combination of the two businesses, thereby enhancing the competitive standing of the Combined Group in a fragmented workflow management systems market over $17 billion in size.
• There is the opportunity to realise significant revenue and cost synergies, efficiencies and growth opportunities from a combination of the two businesses.
• The Boards of Checkit and Crimson Tide believe that the Combined Group, with its increased scale and enhanced financial standing, would present a more attractive investment opportunity for existing and potential shareholders than either business remaining as standalone entities.

The above summary is an abridged version of Paragraph 4 "Background to and reasons for the Merger" of Part I of the Scheme Document.

Current Trading of Crimson Tide

The Board of Crimson Tide has become aware of market commentary that Crimson Tide's market fundamentals have remained unchanged since Checkit's approach in June 2024. In this respect, the attention of Crimson Tide Scheme Shareholders is drawn to Paragraph 6 of Part I of the Scheme Document "Current Trading of Crimson Tide", and in particular to the concern and observation by the Board of Crimson Tide in its last Interim Results published on 26 September 2024 that there has been a market-wide pattern of opportunities going to competitive tender and sales cycles generally becoming extended. The Crimson Tide Board has borne these market trends in mind in coming to their recommendation with respect to the Merger and would reiterate their view that in the current economic climate, client buying behaviour is unlikely to improve in the short term, with sales cycles only becoming more protracted. This presents little scope for Crimson Tide to make top-line progress during the current financial year, with any growth not now anticipated until FY26. The Crimson Tide Board has further confirmed that there has been no material change in underlying trading conditions since 1 January 2025 and that the prolonged trends noted above persist.

The commentary on current trading included certain historical financial information for Crimson Tide summarised in the table below:

Summary

For the reasons set out above and in the Scheme Document, the Boards of Checkit and Crimson Tide believe that the strategic and financial rationale for the Merger is compelling, in the best interests of both companies' respective shareholders and provides significant opportunities for enhanced value for both sets of shareholders.

The Crimson Tide Directors, who have been so advised by Cavendish as to the financial terms of the Merger, unanimously 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 financial advice to the Crimson Tide Directors for the purposes of Rule 3 of the Takeover Code.

General

The Scheme Document was posted to Crimson Tide Scheme Shareholders on 20 February 2025 and is available to view at https://crimsontide.co.uk/offer.

A video providing further commentary by Crimson Tide's CEO Phil Meyers and Checkit's CEO Kit Kyte on the Merger is also available to view on Crimson Tide's website at https://crimsontide.co.uk/offer.

The Appendix to this announcement includes a summary of (i) the irrevocable undertakings and letters of intent received by Checkit from certain Crimson Tide Scheme Shareholders to vote in favour of the Merger at the Meetings; (ii) certain other matters in relation to voting by Crimson Tide Scheme Shareholders at the Meetings; and (iii) the expected timetable of principal events.

The Meetings will be held at the offices of Shoosmiths LLP, 1 Bow Churchyard, London, EC4M 9DQ. Further information is set out in the Scheme Document.

As set out in the Scheme Document, Bidco has reserved the right to elect to implement the Merger by way of a Takeover Offer as an alternative to the Scheme (subject to the consent of the Panel).

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.

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

Irrevocable undertakings and letters of intent

Checkit has received Irrevocable Undertakings and letters of intent to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting in respect of 1,796,857 Crimson Tide Shares representing, in aggregate, approximately 27.33 per cent. of Crimson Tide's issued ordinary share capital as at the close of business on the Last Practicable Scheme Date.

This includes irrevocable undertakings from (i) the Crimson Tide Directors who are interested in Crimson Tide Shares in respect of 90,858 Crimson Tide Shares representing, in aggregate, approximately 1.38 per cent. of Crimson Tide's issued ordinary share capital as at the close of business on the Last Practicable Scheme Date; and (ii) William Currie Investments Limited / William Currie in respect of 347,666 Crimson Tide Shares, representing, in aggregate 5.29 per cent. of Crimson Tide's issued ordinary share capital as at the close of business on the Last Practicable Scheme Date.

Checkit has also received non-binding letters of support to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting in respect of 1,358,333 Crimson Tide Shares representing, in aggregate, approximately 20.66 per cent. of Crimson Tide's issued ordinary share capital as at the close of business on the Last Practicable Scheme Date, as set out below:

Further details of these irrevocable undertakings and letters of intent (including the circumstances in which the irrevocable undertakings will cease to be binding or otherwise fall away) are set out in paragraph 6 of Part 7 (Additional Information) of the Scheme Document.

Voting at the Court Meeting and the General Meeting

Crimson Tide, through its proxy voting adviser Sodali & Co, is writing to certain of the Crimson Tide Scheme Shareholders to reiterate that the Crimson Tide Directors are recommending unanimously that Crimson Tide Scheme Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Resolution to be proposed at the General Meeting. A copy of the letter is available to view on Crimson Tide's website at crimsontide.co.uk/offer.

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 and reasonable representation of the opinion of Crimson Tide Scheme Shareholders. You are therefore strongly urged to complete, sign and return your Forms of Proxy (or appoint a proxy through the CREST electronic proxy appointment service or electronically through www.sharegateway.co.uk) as soon as possible to ensure your vote is recorded. Doing so will not prevent you from attending, speaking and voting in person at the Meetings if you wish, and are entitled, to do so. Crimson Tide Scheme Shareholders and Crimson Tide Shareholders are also strongly encouraged to appoint "the Chair of the meeting" as their proxy.

The latest times for lodging Forms of Proxy for the Court Meeting and General Meeting are 10.00 a.m. on 17 March 2025 and 10.30 a.m. on 17 March 2025 respectively.

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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)).