Ms. Katie Keita reports

KNEAT FILES MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH THE PREVIOUSLY ANNOUNCED THOMA BRAVO TRANSACTION

Kneat.com Inc. has filed with SEDAR+ and commenced mailing its management information circular in connection with the company's coming special meeting of shareholders to vote on the previously announced arrangement agreement whereby Kneat will be acquired by an affiliate of Thoma Bravo LP. The meeting is scheduled for July 30, 2026, at 10 a.m. Toronto time. Kneat shareholders of record as of June 25, 2026, are eligible to vote at the meeting.

The company also announced today that, on June 26, 2026, it was granted a favourable interim order from the Ontario Superior Court of Justice (commercial list) authorizing various matters, including the holding of the meeting and the mailing of the circular.

The Kneat board of directors urges shareholders to vote for the proposed transaction today as it believes it is in the best interests of the company and its shareholders.

The circular provides important information on the proposed transaction as well as related matters, including voting procedures, how to attend the meeting and instructions for shareholders unable to attend the meeting. Shareholders are urged to read the circular and its appendices carefully and in their entirety. The circular is available on the company's website and under the company's profile on SEDAR+.

Shareholders with questions or who require voting assistance should contact Laurel Hill Advisory Group by calling 1-877-452-7184 (toll-free within North America) or 1-416-304-0211 (outside of North America), texting INFO to either number, or by e-mailing assistance@laurelhill.com.

As part of the circular materials, Kneat is mailing a letter to its shareholders and has filed an investor presentation. The full text of the letter to shareholders follows.

Dear fellow shareholders,

On June 8, 2026, Kneat announced that it had entered into an arrangement agreement with an affiliate of Thoma Bravo pursuant to which Thoma Bravo would acquire all of the outstanding common shares of Kneat for $6.50 per share in cash. The Kneat board of directors believes the proposed transaction with Thoma Bravo is in the best interests of the company and maximizes value for shareholders. The board unanimously recommends that you vote for the proposed transaction at Kneat's coming special meeting, which is scheduled to be held on July 30, 2026. Your vote is important, regardless of the number of shares you own.

Robust and competitive strategic review process culminating in a compelling transaction for shareholders

The proposed transaction is the product of a comprehensive, months-long strategic review process led by a special committee of independent directors, with the assistance of independent legal and financial advisers. The special committee:

• Considered options that would be in the best interests of the company and maximize value for shareholders, including remaining an independent public company;
• Reached out to, and engaged with, 36 financial sponsors and 10 strategic buyers, with 34 sponsors and two strategic buyers signing non-disclosure agreements and given access to due diligence materials;
• Oversaw the management team's engagement with 18 interested parties through in-person or virtual meetings, 12 of which submitted indicative offers;
• Thoroughly negotiated through multiple rounds with the interested parties, which resulted in a material increase to the bid submitted by Thoma Bravo; and
• Ultimately recommended the proposed transaction, which the board of directors regards as the best risk-adjusted path forward for Kneat and its shareholders.

The proposed transaction delivers immediate, certain and significant value to shareholders

The purchase price of $6.50 per share in cash exceeds the 52-week-high closing price of Kneat's shares and represents a 40-per-cent premium to Kneat's closing price on May 8, 2026, the last trading day prior to Kneat announcing that it was engaged in a continuing strategic review, and a 57-per-cent, 61-per-cent and 54-per-cent premium to Kneat's 30-, 60- and 90-day volume-weighted average price as of May 8, 2026, respectively.

The proposed transaction values Kneat at an enterprise value of $622-million, approximately 7.2 times the company's next 12 months revenue, and approximately 9.3 times last 12 months revenue. These multiples, too, are significantly higher than those of the company's peers and relevant precedent transactions.

Kneat's stand-alone path carries significant execution risk and material market and macrouncertainty

Importantly, the proposed transaction delivers significant and immediate value to shareholders at a time when Kneat is facing a range of macroeconomic headwinds and operational challenges that, collectively, create substantial risk for the company's stand-alone path. These risks include, but are not limited to:

• ARR growth has decelerated significantly (from 51 per cent in first quarter 2025 to 20 per cent in Q1 2026) and the company's growth is increasingly dependent on large customer expansion, which is uncertain;
• Competitive pressure is intensifying, as established enterprise software vendors continue to advance their own validation capabilities and actively solicit Kneat's customers, threatening the company's market share;
• Continuing investment in research and development, sales, and general and administrative means that Kneat is likely to remain unprofitable for the foreseeable future, limiting financial flexibility; and
• Kneat's customer base remains heavily concentrated, with the top-10 customers accounting for approximately 50 per cent of revenue, exposing the company to significant revenue volatility in the event of customer attrition or reduced spending.

The market and analysts have recognized these risks. Prior to the public announcement of Kneat's strategic review process, the company's stock price had declined approximately 35 per cent from its all-time high; valuation multiples had contracted across the sector; and analysts had reduced their estimates of the company's future revenue and earnings before interest, taxes, depreciation and amortization.

The proposed transaction transfers these macroeconomic and operational risks to the buyer, allowing shareholders to benefit from certain and immediate cash for their stock at a substantial premium.

Independent third parties and shareholders alike agree proposed transaction is the best path forward

Support from key analysts underscores the value inherent in the proposed transaction and reinforces the board's belief that this is the best path forward for shareholders to realize immediate, compelling and certain value.

Support Kneat's proposed transaction with Thoma Bravo today

Our board members and executives have all agreed to support the proposed transaction, believing that it represents the best outcome for the company.

Your support too at our coming special meeting is critical. To help ensure you receive the immediate, compelling and certain premium afforded by the proposed transaction, please vote for the proposed transaction today.

Thank you for your continued support.

Sincerely,

The Kneat board of directors

Vote for the proposed transaction today.

Your vote is important no matter how many shares you own. Please take a moment to vote for the proposed transaction by July 28, 2026, at 10 a.m. Toronto time.

Votes can be submitted.

If you have any questions or require any assistance voting, please contact Kneat's strategic shareholder adviser and proxy solicitation agent, Laurel Hill Advisory Group, by calling 1-877-452-7184 (toll-free within North America) or 1-416-304-0211 (outside of North America), texting INFO to either number, or by e-mailing assistance@laurelhill.com.

About Kneat.com Inc.

Kneat Solutions provides leading companies in highly regulated industries with unparalleled efficiency in validation and compliance through its digital validation platform Kneat Gx. As an industry leader in customer satisfaction, Kneat boasts an excellent record for implementation, powered by its user-friendly design, expert support and on-demand training academy. Kneat Gx is an industry-leading digital validation platform that enables highly regulated companies to manage any validation discipline from end to end. Kneat Gx is fully ISO 9001 and ISO 27001 certified, fully validated, and 21 CFR Part 11/Annex 11 compliant. Optional artificial intelligence capabilities within Kneat Gx accelerate the validation life cycle, from content generation to review and analysis, while maintaining full GxP compliance, governance and data integrity. Multiple independent customer studies have shown that Kneat Gx reduces man-hours associated with validation documentation by up to 50 per cent, accelerates review and approval cycles by up to 50 per cent, and consistently supports higher standards of regulatory compliance.

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