Acquisition Overview

Pursuant to the Arrangement Agreement and the Plan of Arrangement, each Shareholder (other than the Rollover Shareholder with respect to their Rollover Shares only or any Dissenting Shareholders) will receive $6.50 in cash per Share held. In addition, it is anticipated that the Rollover Shares will be exchanged for the consideration payable to the Rollover Shareholder in accordance with the terms of any Rollover Agreement entered into, such that upon completion of the Arrangement, the Rollover Shareholder would be an indirect minority shareholder of the Purchaser.

Pursuant to the Arrangement Agreement and the Plan of Arrangement, each Company Option, whether vested or unvested, will be surrendered by the holder to the Company in exchange for a cash payment equal to the amount (if any) by which the Consideration (i.e. $6.50) exceeds the exercise price of such Company Option, multiplied by the number of Shares subject to such Company Option (where such amount is zero or negative, the Company Option will be cancelled for no consideration).

Each Company DSU, whether vested or unvested, outstanding immediately prior to the Effective Time will be transferred to the Company as of the Effective Time without any further action by the holder, and such holder will receive $6.50 in cash per Company DSU held.

Each Vested RSU will be transferred to the Company and the holder will receive $6.50 in cash per Vested RSU held. Each Unvested RSU will remain outstanding and continue to be subject to its existing terms and conditions (including vesting conditions and any terms governing the effect of termination of a holder’s employment or engagement), except for such terms and conditions that are rendered inoperative by the transactions contemplated by the Arrangement. Each Unvested RSU that becomes fully vested in accordance with its terms will entitle the holder to receive, upon settlement, an amount in cash from the Company equal to the Consideration, less any applicable withholdings.

The $6.50 in cash per Share to be received by Shareholders (other than the Rollover Shareholder in respect of the Rollover Shares and any Dissenting Shareholders) represents a premium of approximately: (a) 40% to the closing price of the Shares on the Toronto Stock Exchange (“TSX”) on May 8, 2026, the last trading day prior to Kneat announcing that it was engaged in an ongoing strategic review; (b) 20% to the closing price of the Shares on the TSX on June 5, 2026, the last trading day prior to the announcement of the transaction; (c) 57% to the 30-trading day volume weighted average trading price per Share on the TSX on May 8, 2026, the last trading day prior to Kneat announcing that it was engaged in an ongoing strategic review; (d) 61% to the 60-trading day volume weighted average trading price per Share on the TSX on May 8, 2026, the last trading day prior to Kneat announcing that it was engaged in an ongoing strategic review; and (e) 54% to the 90-trading day volume weighted average trading price per Share on the TSX on May 8, 2026, the last trading day prior to Kneat announcing that it was engaged in an ongoing strategic review.

Yes. The Special Committee received the CIBC Fairness Opinion, pursuant to which CIBC determined that, as of June 7, 2026, and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Consideration to be received by the Shareholders (other than any Rolling Shareholder) pursuant to the Arrangement Agreement is fair, from a financial point of view, to such Shareholders (other than any Rolling Shareholder). The Special Committee also received the ATB Fairness Opinion, pursuant to which ATB Cormark determined that, as of June 7, 2026, and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Consideration to be received by the Shareholders (other than the Rollover Shareholder) is fair, from a financial point of view, to such Shareholders.

Yes. The Company, with the assistance of CIBC, conducted a robust auction process to assess strategic alternatives and identify a purchaser for the Company, which included outreach to 36 potential financial sponsors and 10 potential strategic buyers, including adjacent life science and cloud software providers. During the first phase of such process, 34 interested financial sponsors and two interested strategic buyers executed non-disclosure agreements and conducted preliminary due diligence. At the end of phase 1, 12 parties, including Thoma Bravo, submitted indications of interest to the Company and 10 such parties that had submitted the highest per Share offer prices were invited to proceed into the second phase of the auction process. In the weeks that followed, certain financial sponsors that submitted indications of interest at the end of the first phase decided to withdraw from the process and two parties, including Thoma Bravo, submitted final offers at the phase two offer deadline. Following receipt of such offers, both parties were asked to re-consider their offers and submit a best and final offer, following which Thoma Bravo submitted an improved offer for $6.50 per Share, which was higher than the upper end of the range of potential purchase prices that Thoma Bravo submitted with its phase one bid and higher than any other offer received by the Special Committee. Based on the outcome of the process and advice received from CIBC, the Special Committee concluded that the $6.50 offer price was the highest price that could be obtained from Thoma Bravo or any other party through negotiation.

Completion of the Arrangement is subject to the receipt of the (i) Required Shareholder Approval and (ii) Court approval. The Arrangement is also subject to certain other customary conditions, including, among other things, that there shall not have occurred a Material Adverse Effect since the date of the Arrangement Agreement until the Effective Time that is still continuing, and that Dissent Rights have not been exercised with respect to more than 10% of the issued and outstanding Shares.

If the Required Shareholder Approval is not obtained at the Meeting, the Arrangement will not become effective. Failure to complete the Arrangement could have a material adverse effect on the market price of the Shares and, in accordance with the terms of the Arrangement Agreement, the Company may become obligated to pay the Company Termination Fee to the Purchaser in certain circumstances. If the Arrangement is not completed and the Board decides to seek another transaction, there can be no assurance that it will be able to find a party willing to pay an equivalent or higher price than the Consideration.

If the conditions to which the completion of the Arrangement is subject are satisfied or waived in a timely manner, it is anticipated that the Effective Date will occur shortly after the hearing for the Final Order which is currently scheduled for August 4, 2026. It is not possible, however, to state with certainty when the Effective Date will occur. The Effective Date could be delayed for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order. As provided under the Arrangement Agreement, the Company will file the Articles of Arrangement as soon as reasonably practicable (and in any event not later than the 5th Business Day) after the satisfaction or waiver, where not prohibited, of the conditions for the completion of the Arrangement. Pursuant to the Arrangement Agreement, the Arrangement must be completed on or prior to the Outside Date.

You will receive the Consideration for your Shares as soon as practicable after the Effective Date, provided you have sent all of the necessary documentation to the Depositary, including in the case of registered Shareholders a duly completed and signed Letter of Transmittal.

If you are a registered Shareholder, you will receive a Letter of Transmittal that you must complete and send with the certificate(s) representing your Shares, as applicable, to the Depositary. Unless you instruct the Depositary otherwise, the Depositary will mail a cheque to you representing the aggregate Consideration you are entitled to in respect of your Shares, less any applicable withholdings, by first class mail as soon as practicable after the Effective Date after receipt of your completed Letter of Transmittal and of your Share certificate(s), together with all other required documents, if applicable. If you are Non-Registered Holder, you will receive your payment through your account with your broker, investment dealer, bank, trust company or other Intermediary that holds Shares on your behalf. You should contact your Intermediary if you have questions about this process.

When completing your Letter of Transmittal, you may instruct the Depositary to hold the cheque(s) representing your aggregate Consideration for pick-up or remit such funds by way of wire transfer. Notwithstanding the foregoing, any payments in excess of $25 million will be effected by the Depositary by wire transfer in accordance with the Large Value Transfer System (LVTS) Rules established by the Canadian Payments Association.

Holders of Company Options, Company RSUs and Company DSUs do not need to complete a Letter of Transmittal or take any other action to receive payment. All amounts payable in respect of Company Options, Company RSUs and Company DSUs pursuant to the Plan of Arrangement will be paid to the applicable holder solely through the payroll or equity plan management system of the Company and its Subsidiaries, as applicable, less applicable withholding taxes and other required deductions, if any.

The risk factors described under "Risk Factors" should be carefully considered by Shareholders in evaluating whether to approve the Arrangement Resolution.

No. If the Arrangement is approved, all of the Shares will be acquired by the Purchaser and Kneat expects that the Shares will be delisted from the TSX shortly after the completion of the Arrangement. The Purchaser also intends to seek an order that Kneat has ceased to be a reporting issuer following the completion of the Arrangement under the securities legislation of all of the provinces of Canada in which it is currently a reporting issuer.

This Circular contains a summary of certain Canadian federal income tax considerations for certain Shareholders. See “Certain Canadian Federal Income Tax Considerations for Shareholders”. This Circular does not contain any information regarding any potential tax considerations outside of Canada. Shareholders who believe they may have other tax considerations are urged to consult their own tax advisors.

If you have any questions or require any assistance with the procedures for voting, including how to complete your proxy, please contact the Company’s strategic shareholder advisor and proxy solicitation agent, Laurel Hill, 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 emailing assistance@laurelhill.com.

If you have any questions or require further information about the procedures to complete your Letter of Transmittal, please contact Computershare, the Depositary, at 1-800-564-6253 (toll-free within North America), 1-514-982-7555 (outside of North America) or by email at corporateactions@computershare.com.

If you have questions about deciding how to vote, you should contact your own financial, legal, tax or other professional advisors.

A plan of arrangement is a statutory procedure under the Canada Business Corporations Act that allows corporations to carry out transactions with the approval of their shareholders and the Court. The Plan of Arrangement you are being asked to consider will provide for, among other things, the acquisition by the Purchaser of all of the issued and outstanding Shares.

You will be voting on the Arrangement Resolution and on any other business that may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Yes, the Board has unanimously recommended the Arrangement with the unanimous recommendation of the Special Committee. The Special Committee’s recommendation is based on consultation with its legal and financial advisors and careful consideration of, among other things (i) alternatives to the Arrangement, including the alternative of continuing to operate as a standalone company without having consummated a transaction such as the Arrangement; (ii) the historical market prices of the Shares and the lack of liquidity in the public market for the Shares resulting in potential difficulty for Shareholders to dispose of such Shares; (iii) the results of the comprehensive auction process conducted by the Company, with the assistance of CIBC and (iv) subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Financial Advisor Opinions, as well as a number of other factors. The Special Committee has concluded that the Consideration is fair, from a financial point of view, and that the Arrangement is in the best interests of the Company.

Having undertaken a thorough review of, and carefully considering, information concerning Kneat, the Purchaser, the Arrangement, the Financial Advisor Opinions, the unanimous recommendation of the Special Committee and advice of financial and legal advisors and a number of other factors, the Board has approved the Arrangement and unanimously recommended that Shareholders vote FOR the Arrangement Resolution.

The Meeting will be held at the office of Dentons Canada LLP, located at 77 King Street West, Suite 400, Toronto, Ontario, Canada M5K 0A1 on July 30, 2026 at 10:00 a.m. (Toronto time), unless adjourned or postponed.

Shareholders as at the close of business on the Record Date (June 25, 2026) may vote on the Arrangement Resolution. Only registered Shareholders or duly appointed proxyholders are entitled to vote at the Meeting. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Holders in order to ensure that their Shares are voted at the Meeting.

As at the Record Date, there were 96,551,880 Shares issued and outstanding. Each Share entitles the holder thereof to one (1) vote.

Only Shareholders as of the close of business on the Record Date are entitled to receive notice of, attend, be heard and vote at the Meeting.

In order to become effective, the Arrangement Resolution will require: (i) the affirmative vote of at least 662/3% of the votes cast by Shareholders who vote in person or by proxy at the Meeting, and (ii) the affirmative vote of at least a simple majority of the votes cast on the Arrangement Resolution by holders of Shares who vote in person or by proxy at the Meeting, excluding the Excluded Votes.

Subject to the provisions of the CBCA, a quorum of Shareholders for the transaction of business at the Meeting or any adjournment(s) or postponement(s) thereof is two (2) persons present in person or represented by proxy holding or representing in the aggregate not less than 10% of the outstanding Shares entitled to vote at the Meeting.

If you are eligible to vote your Shares and you are a registered Shareholder, you can vote your Shares in any of the following ways:

• by attending the Meeting;
• by appointing someone as proxy to attend the Meeting and vote your Shares for you;
• by mail by sending the form of proxy to the Company’s transfer agent in the envelope enclosed with the form of proxy;
• by telephone within North America toll free at 1-866-732-VOTE (8683), or by international direct dial at 312-588- 4290;or
• over the Internet at www.investorvote.com

If you have any questions or require any assistance with the procedures for voting, including to complete your proxy, please contact the Company’s strategic shareholder advisor and proxy solicitation agent, Laurel Hill, 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 emailing assistance@laurelhill.com.

If you are a Non-Registered Holder, and you receive your materials indirectly through an Intermediary, you will receive forms with instructions on how to vote by:

• completing, signing and dating your VIF and returning it in accordance with the included instructions;
• phoning the toll-free telephone number shown on your VIF and following the instructions;
• internet, by visiting the website shown on your VIF and following the online voting instructions; or
• appointing yourself or another person as proxy to attend the Meeting and vote your Shares.

Please make sure to follow the instructions in the forms you receive.

The Company may utilize the Broadridge QuickVoteTM service to assist Non-Registered Holders that are “non-objecting beneficial owners” with voting their Shares over the telephone.

The persons designated by Management in the form of proxy are directors or officers of the Company. Each Shareholder has the right to appoint as proxyholder a person or company (who need not be a Shareholder) other than the persons designated by Management in the form of proxy to attend and act on the Shareholder’s behalf at the Meeting or at any adjournment(s) or postponement(s) thereof. Such right may be exercised by inserting the name of the person or company in the blank space provided in the form of proxy or by completing another form of proxy.

On any ballot that may be called for, the Shares represented by a properly executed proxy given in favour of the persons designated by Management in the form of proxy will be voted for or against in accordance with the instructions given on the form of proxy. In the absence of such instructions, Shares represented by a proxy will be voted for or against in the discretion of the Persons designated in the proxy, which in the case of the representatives of Management named in the form of proxy will be **FOR **the Arrangement Resolution.

Yes. Whether or not you are able to attend the Meeting, you are urged to vote your Shares in accordance with the instructions on your form of proxy or VIF so that your Shares can be voted at the Meeting or any adjournment(s) or postponement(s) thereof in accordance with your voting instructions. Your votes must be received by Computershare, Kneat’s transfer agent, no later than 10:00 a.m. (Torontotime) on **July 28,2026 *or, if the Meeting is adjourned or postponed, not less than 48 hours, Saturdays, Sundays and statutory holidays excepted, prior to the time the Meeting is reconvened. The Chair of the Meeting reserves the right to accept late proxies and to waive or extend the proxy cut-off, at their sole discretion, with or without notice, with the prior written consent of the Purchaser.

The form of proxy confers discretionary authority upon the Persons named therein with respect to amendments or variations to matters identified in the Notice of Special Meeting and with respect to other matters which may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

As of the date of this Circular, the directors of the Company and Management are not aware of any such amendment, variation or other matter to come before the Meeting. However, if any amendments or variations to matters identified in the accompanying Notice of Special Meeting or any other matters which are not now known to the directors of the Company or Management should properly come before the Meeting or any adjournment(s) or postponement(s) thereof, the Shares represented by properly executed proxies given in favour of the persons designated by Management in the form of proxy will be voted on such matters pursuant to such discretionary authority.

Certain Shareholders, directors and executive officers of the Company who own Shares, solely in their capacity as Shareholders, have agreed, subject to the terms of the Voting Support Agreements, to vote, or cause to be voted, the Supporting Shares held by them in favour of the Arrangement Resolution.

A Shareholder who has given a proxy may revoke the proxy by depositing an instrument in writing signed by the Shareholder or by the Shareholder’s attorney, who is authorized in writing, or if the Shareholder is a corporation, by an officer, or attorney authorized in writing, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by or on behalf of the Shareholder or by the Shareholder’s attorney, who is authorized in writing, and deposited with Computershare at any time up to and including the last Business Day preceding the day of the Meeting, or in the case of any adjournment(s) or postponement(s) of the Meeting, the last Business Day preceding the day of the adjournment or postponement, as applicable, or with the Chair of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment(s) or postponement(s) thereof. A Shareholder may also revoke a proxy in any other manner permitted by law, but prior to the exercise of such proxy in respect of any particular matter.

If you are a Non-Registered Holder, contact your broker or nominee to find out how to change or revoke your voting instructions and the timing requirements, or for other voting questions. Intermediaries may set deadlines for the receipt of revocation notices that are farther in advance of the Meeting than those set out above and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the proxy or VIF to ensure it is given effect at the Meeting.

If you have followed the process for attending and voting at the Meeting, voting at the Meeting will revoke all previously submitted proxies. However, in such a case, you will be provided with the opportunity to vote by ballot on the matters put forth at the Meeting. If you do not wish to revoke all previously submitted proxies, do not accept the terms and conditions.

Only registered Shareholders (other than the Rollover Shareholder in respect of Rollover Shares) as of the Record Date are entitled to dissent. Dissent Rights must be exercised by providing written notice to the Company not later than 5:00 p.m. (Toronto time) on July 28, 2026 (or 5:00 p.m. (Toronto time) on the Business Day that is two (2) Business Days immediately preceding any adjourned or postponed Meeting) in the manner described under the heading “Dissenting Shareholders Rights*”. Failure to properly exercise Dissent Rights may result in the loss or unavailability of the right to dissent. If a registered Shareholder properly exercises the Dissent Rights, and the Arrangement is completed, the Dissenting Shareholder will be entitled to be paid the fair value of their Shares as of the close of business on the day before the Arrangement Resolution is adopted. This amount may be the same as, more than or less than the Consideration under the Arrangement.

Non-Registered Holders as of the Record Date desiring to exercise Dissent Rights must make arrangements for the registered holder of such Shares to dissent on the Shareholder’s behalf.