Response to Rule 2.8 Announcement by Bain Capital.

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

FOR IMMEDIATE RELEASE

11 June 2025

Craneware plc
("Craneware" or the "Company")

Response to Rule 2.8 Announcement by Bain Capital Private Equity (Europe), LLP

The Board of Craneware notes the statement by Bain Capital Private Equity (Europe), LLP ("Bain Capital") that Bain Capital is no longer considering a possible offer for Craneware. As a result, Bain Capital is bound by the restrictions set out in Rule 2.8 of the Takeover Code. 

The Board confirms that it rejected a proposal from Bain Capital that valued Craneware at £26.50 per share, a price which the Board believes fundamentally undervalues Craneware and its prospects. The proposal was received without the parties entering into a due diligence process.

The Board is fully confident in the ongoing execution of Craneware's strategy and that its continued successful delivery will create significant value for shareholders. The Board believes that the proposal received from Bain is not in the best interest of shareholders and is not consistent with the Board's understanding of the objectives of shareholders.

The Board believes the Company's share price performance over the last 12 months is not reflective of the Company's trading performance and the continued improving prospects of the business, instead reflecting non-Craneware specific market factors.

The Board confirms trading in the year to 30 June 2025 has been strong, with continued growth in revenue and adjusted EBITDA, and further Earnings, ARR and NRR acceleration.

 Enquiries:

Important information

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Craneware and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Craneware for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Craneware and for no one else in connection with the matters referred to in this

announcement and will not be responsible to any person other than Craneware for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with the matters referred to in this announcement, or otherwise.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Publication on website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available on Craneware's website at www.thecranewaregroup.com, by no later than 12 noon (London time) on 12 June 2025. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.