Checkit : Notice of Annual General Meeting and Letter to Shareholders May 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other independent professional adviser who is duly authorised pursuant to the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your ordinary shares in Checkit plc you should pass this document and the accompanying form of proxy for use in relation to the Annual General Meeting (AGM) to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Checkit plc

Registered office

Broers Building

21 J J Thomson Avenue

Cambridge

CB3 0FA

Registered in England and Wales number: 00448274

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LETTER FROM THE CHAIRMAN

Checkit plc

Broers Building

21 J J Thomson Avenue

Cambridge CB3 0FA

11 May 2023

To the holders of the Company's ordinary shares

Dear Shareholder

Letter from the Chairman and Notice of Annual General Meeting

I am writing to you with details of the Annual General Meeting (AGM) of Checkit plc (the "Company"), which will be held at 12 noon on Thursday 8 June 2023 at Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT. The formal Notice of AGM is set out on page 4 of this document.

The business of the AGM includes the consideration of the 2023 annual report and accounts, approval of the Directors' remuneration report, re-appointment of the auditor and approval of its fees and appointment and re-appointment of Directors. In accordance with the Company's Articles of Association, all Directors are required to submit themselves for re-appointment at regular intervals and all the Directors will be putting themselves forward for re-election at this AGM. I would like to draw your attention in particular to resolution 9, which merits special comment. Further information is provided in the explanatory notes on page 5 of this document.

Action to be taken

If you are voting by proxy, please send us your vote by completing and submitting your form of proxy online through the website of our registrars, Link Group, at www.signalshares.com so as to be received at least 48 hours before the time of the meeting.

To vote online you will need to log in to your share portal account or register for the share portal if you have not already done so. To register for the share portal you will need your investor code, which you will find on your share certificate or dividend warrant/tax voucher. Once you have registered, you will immediately be able to vote.

Alternatively, Link Group, the company's registrar, has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.

Apple App Store

GooglePlay

If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12 noon on 6 June 2023 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

Checkit plc|  Notice of Meeting 2023

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A proxy may be appointed by either:

• submitting your instruction electronically via https://www.signalshares.com - select Checkit plc and follow the instructions;
• using the App; or
• using the CREST electronic proxy appointment service (for CREST members only).

Where possible, the Board encourages shareholders to submit their form of proxy electronically.

To be valid, your proxy instruction must be received by no later than 12 noon on Tuesday 6 June 2023.

Please remember that if you are the beneficial owner of shares who has been nominated by a registered holder to enjoy information rights, in order to vote you must contact the registered holder of the shares, i.e. the nominee or custodian who looks after your shares on your behalf.

Recommendation

Your Directors consider that the proposed resolutions in the Notice of AGM are in the best interests of the Company and shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of each of the resolutions to be proposed at the AGM as the Directors intend to do so in respect of their own beneficial holdings.

Yours faithfully

Keith Daley

Non-Executive Chairman

Checkit plc

Broers Building

21 J J Thomson Avenue

Cambridge CB3 0FA

Checkit plc|  Notice of Meeting 2023

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NOTICE OF ANNUAL GENERAL MEETING

to the members of Checkit plc

Notice is hereby given that the Annual General Meeting (AGM) of Checkit plc (the "Company") will be held at 12 noon on Thursday

8 June 2023 at Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT, to transact the following business:

Ordinary business

To consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions:

1. To receive the annual accounts of the Company for the financial year ended 31 January 2023 together with the Directors' and auditor's reports thereon (the "Annual Report and Accounts").
2. To receive and approve the Directors' remuneration report set out on pages 39 to 43 of the Company's Annual Report and Accounts for the year ended 31 January 2023. This is an advisory vote only.
3. To appoint Cooper Parry Group Limited ("Cooper Parry") as auditor of the Company for the year ending 31 January 2024 to hold office until the conclusion of the next period for appointing an auditor in accordance with the provisions of Part 16 of the Companies Act 2006 and to authorise the Directors to determine the remuneration of the auditor.
4. To re-elect Keith Daley as a Director of the Company.
5. To re-elect Gregory Price as a Director of the Company.
6. To re-elect Christopher Kyte as a Director of the Company.
7. To elect Alex Curran as a Director of the Company.
8. To re-elect Simon Greenman as a Director of the Company.

Special business

To consider and, if thought fit, pass the following resolution which will be proposed as an ordinary resolution:

9. That:

1. the Directors be and are generally and unconditionally authorised, in accordance with the provisions of Section 551 of the Companies Act 2006, to exercise all powers of the Company to allot relevant securities (as defined in the said section) up to an aggregate nominal amount of £540,042, such authority to expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution but to be capable of previous revocation or variation from time to time by the Company in general meeting;
2. the Company may make any offer or agreement before the expiry of this authority that would or might require relevant securities to be allotted after this authority has expired and that the Directors may allot relevant securities in pursuance of any such offer or agreement as if this authority had not expired; and
3. all previous authorities to allot relevant securities conferred by resolution of the Company pursuant to Section 551 of the Companies Act 2006 or otherwise be and they are hereby revoked, but without prejudice to any allotment, offer or agreement made or entered into prior to the passing of this resolution.

By order of the Board

Gregory Price

Director and CFOO

Checkit plc

Broers Building

21 J J Thomson Avenue

Cambridge CB3 0FA

11 May 2023

Checkit plc|  Notice of Meeting 2023

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EXPLANATORY NOTES

to the Notice of Annual General Meeting

The notes on this page give an explanation of the proposed resolutions.

Resolutions 1 to 8 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Ordinary resolutions

Resolution 1 - Receipt of 2023 Annual Report and Accounts

In accordance with the Companies Act 2006 the Directors must present the audited accounts of the Company together with their report and the independent auditor's report thereon before shareholders each year at a general meeting. Those to be presented at the AGM are in respect of the financial year ended 31 January 2023.

Resolution 2 - Directors' remuneration report

Shareholders are asked to approve the Directors' remuneration report in the Company's Annual Report and Accounts for the financial year ended 31 January 2023. This resolution is advisory and the Directors' entitlement to receive remuneration is not conditional on it. In the event that the advisory vote is not carried the Remuneration Committee will consult with shareholders before implementing any changes to Directors' remuneration.

Resolution 3 - Appointment of auditor

Resolution 3 proposes the appointment of Cooper Parry as the Company's auditor and authorises the Directors to fix the remuneration of the auditor.

Resolutions 4 to 8 (inclusive) - Appointment and re-appointment of Directors

In line with the Quoted Company Alliance's Corporate Governance Code (the "Code") all of the Directors retire annually and they offer themselves for re-election at the AGM (to take effect at the conclusion of the AGM). Company law requires that each Director is voted on separately and, accordingly, each Director will be proposed for re-election by a separate resolution. Brief biographical details of all the Directors, including those standing for re-appointment, appear on page 33 of the Annual Report and Accounts.

Keith Daley - Appointed to the Board in 2004 and as Chairman in 2008, Keith originally trained as a corporate banker. He is an experienced serial entrepreneur and chairman with a strong sales and marketing focus. He has bought, invested in, managed and sold numerous businesses over the past 37 years. Keith transitioned from an Executive Director to a non-executive Director in February 2022 and chairs the Checkit Board in a non-executive capacity. He leads on all corporate finance transactions such as acquisitions and disposals.

Simon Greenman - Appointed to the Board in a non-executive capacity in June 2021, Simon has over 25 years of global technology leadership experience. He was previously co-founder of MapQuest.com, CEO of HomeAdvisor Europe and a Chief Digital Officer for private equity-backed local media companies. Simon has worked or consulted for brands including B & W, AOL and Accenture. For the purpose of the Code, Simon is considered by the Board to be independent.

Alex Curran - Appointed to the Board in a non-executive capacity in January 2023, Alex is Regional Chief Executive Officer for Aptitude Software Group Plc and has held a number of roles within the group since she joined in 2008. Aptitude Software is a global financial software provider that helps complex organisations automate and transform their financial business models. Since October 2022, Alex has been responsible for leading Aptitude Software's North American operation, which represents over 50% of the group's total revenue including software and professional services.

Christopher Kyte - Appointed as Chief Executive Officer in July 2021, Kit was previously Vice President of digital transformation services specialist Genpact, where he led European sales. His extensive leadership experience includes numerous combat roles as an Army Officer in the Royal Gurkha Rifles, as well as a consistent track record of leadership success in the private sector.

Gregory Price - Appointed as Chief Financial Officer in September 2021, before joining Checkit, Greg had over twenty years of finance experience, with a history of driving change and delivering results. After qualifying as a Chartered Accountant in 2001, Greg spent ten years at Diageo, working in finance roles of increasing responsibility in the UK and USA, culminating in the position of financial controller for its UK business. Greg has spent the last ten years in senior finance roles in technology and aviation businesses, with a focus on cash management and strategic planning. In early 2023, Greg took on an expanded role and now also leads the Operations team.

Resolution 9

This resolution seeks shareholder approval to grant the Directors of the Company the authority to allot shares in the Company so that they can be in a position to take advantage of available opportunities that may arise from time to time. The authority will be limited to an aggregate nominal amount of £540,042.80 (10,800,856 ordinary shares of the Company), being approximately one-tenth of the Company's issued share capital as at 31 March 2023, the latest practicable date prior to publication of this notice. The authority conferred in respect of this resolution will expire (unless previously revoked, varied or renewed) at the conclusion of the next Annual General Meeting. However, the Company may make an offer or agreement prior to the expiry of this authority which would or might require relevant securities to be allotted after the expiry of this authority. In this case, the Directors will be permitted to allot relevant securities pursuant to such offer or agreement as if this authority had not expired.

Checkit plc|  Notice of Meeting 2023