CKT Checkit Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

20 February 2025

Recommended Merger

of

Crimson Tide plc ("Crimson Tide") with Checkit plc ("Checkit")

to be effected by way of a scheme of arrangement
under Part 26 of the Companies Act 2006

PUBLICATION OF THE CHECKIT CIRCULAR AND
IRREVOCABLE UNDERTAKINGS

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 under Part 26 of the Act.

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.

Further to the announcement made by Crimson Tide today, Checkit confirms that the Checkit Circular, along with the notice of the Checkit General Meeting, will today be posted and made available to Checkit Shareholders. The Scheme Document is also being published and made available today on Checkit's website at info.checkit.net/recommendedoffer and on Crimson Tide's website at crimsontide.co.uk/offer.

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.

The Checkit Directors consider the Merger to be in the best interests of Checkit and 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 Date.

Further details of the irrevocable undertakings provided by the Checkit Directors are at the end of this announcement. Capitalised terms used in this announcement have the same meanings as set out in the Checkit Circular.

Enquiries:

Irrevocable undertakings in respect of Checkit Shares from Checkit Directors

The following Checkit Directors have given irrevocable undertakings in respect of their entire beneficial holdings of Checkit Shares (and in respect of the Checkit Shares in which certain of their connected persons are interested) to vote, or procure votes, in favour of the Checkit Resolutions to be proposed at the Checkit General Meeting, amounting to 21,966,976 Checkit Shares, representing, in aggregate, approximately 20.34 per cent. of Checkit's existing issued ordinary share capital as at close of business on the Last Practicable Date:

Copies of these irrevocable undertakings will be made available promptly and by no later than 12 noon (London time) on the Business Day following this announcement, on info.checkit.net/recommendedoffer, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, until the end of the Merger.