Topicus.com submits revised bid for ReadyTech

Mr. Jamal Baksh reports TOPICUS.COM INC. ANNOUNCES A REVISED PROPOSAL TO ACQUIRE READYTECH Topicus.com Inc., acting through its subsidiary TSS Europe BV, has submitted a revised non-binding indicative proposal to acquire ReadyTech Holdings Ltd. by way of a scheme of arrangement for cash consideration of $2 per share or, in the alternative, an off-market takeover bid with a 50.1-per-cent minimum acceptance condition at a cash consideration of $1.75 per share. All references herein to currency are in Australian dollars. The revised proposal constitutes a variation to the original non-binding indicative offer tabled with the ReadyTech board on the evening of Friday, May 29, 2026 (which was only for an off-market takeover at a cash consideration of $1.75 per share with a 50.1-per-cent minimum acceptance condition), and responds to feedback received from the ReadyTech board regarding preferred offer structure and price in discussions over the weekend. Under the revised proposal, subject to the conditions outlined below, the off-market takeover offer is proposed to be made simultaneously with the scheme of arrangement and would be conditional on the scheme not proceeding as a result of the scheme resolution failing to obtain the requisite approval of ReadyTech shareholders. The revised proposal offers the optionality to ReadyTech's shareholders for greater individual autonomy in opting to pursue liquidity at a certain valuation, whilst representing a compelling premium. The scheme consideration of $2 per share represents: A 49.3-per-cent premium to ReadyTech's closing share price of $1.34 on May 29, 2026, being the last trading day prior to the submission of this revised proposal; A 47.5-per-cent premium to ReadyTech's one-month volume-weighted average price of $1.36; A 58.9-per-cent premium to ReadyTech's three-month VWAP of $1.26; and A 57.5-per-cent premium to the VWAP of ReadyTech's share price since Feb. 26, 2026, the date on which ReadyTech released its fiscal 2026 half-year results. The takeover consideration of $1.75 per share represents: A 30.6-per-cent premium to ReadyTech's closing share price of $1.34 on May 29, 2026, being the last trading day prior to the submission of the revised proposal; A 29.1-per-cent premium to ReadyTech's one-month VWAP of $1.36; A 39.0-per-cent premium to ReadyTech's three-month VWAP of $1.26; and A 37.9-per-cent premium to the VWAP of ReadyTech's share price since Feb. 26, 2026, the date on which ReadyTech released its fiscal 2026 half-year results. TSS would like to progress the revised proposal on a recommended basis to deliver a superior outcome for all ReadyTech shareholders. TSS is committed to working with the ReadyTech board toward that end. The revised proposal is non-binding and is subject to a number of conditions, including: Completion of satisfactory confirmatory due diligence by TSS; The positive recommendation of ReadyTech's board of directors (or a committee of directors formed to consider the revised proposal); Approval of the board of directors of Topicus.com; Any regulatory or government approvals required; and Execution of a confidentiality process and exclusivity deed. TSS looks forward to the ReadyTech board's response. The revised proposal and any announcements or filings in connection with this document are not, and cannot be considered to be, a notification or a public announcement of an intention to make a takeover offer pursuant to Section 631 of the Corporations Act 2001 (Cth). TSS has retained Rothschild & Co. as financial adviser, Allens as legal adviser and New World Communications as communications adviser. About Topicus.com Inc. TSS Europe is a subsidiary of Topicus.com, listed on the TSX Venture Exchange, a leading provider of vertical market software and vertical market platforms to clients in public and private sector markets. Operating and investing in countries and markets across the world with long-term growth potential, Topicus.com acquires, builds and manages leading software companies providing specialized, mission-critical and high-impact software solutions that address the particular needs of customers. Topicus.com comprises more than 215 business units across more than 40 vertical markets, with operations in 35 European countries as well as the United States and Asia. We seek Safe Harbor.