Ms. Karen Adams reports

INDEPENDENT PROXY ADVISORY FIRMS, ISS AND GLASS LEWIS, RECOMMEND CLOUDMD SHAREHOLDERS VOTE FOR THE PROPOSED GO-PRIVATE TRANSACTION WITH CPS CAPITAL

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., two leading independent proxy advisory firms, have each recommended that CloudMD Software & Services Inc. shareholders vote for the proposed go-private transaction of CloudMD with 1480775 B.C. Ltd., an affiliate of CPS Capital LP (a private equity investment firm) pursuant to a plan of arrangement under the Business Corporations Act (British Columbia).

The ISS report states that, among other things, "The arrangement makes strategic sense, and the cash consideration provides both certain and immediate value to an investor base which might not otherwise have the opportunity for a liquidity event."

Glass Lewis has also released a report recommending that shareholders vote for the arrangement.

"The endorsements from both ISS and Glass Lewis underscore the strategic value and financial benefits of the proposed transaction. Their recommendations validate our belief that this arrangement is in the best interests of our shareholders," said Karen Adams, chief executive officer of CloudMD.

ISS and Glass Lewis are recognized as leading independent proxy and corporate governance advisory firms whose recommendations are relied upon by many major institutional investment firms, mutual and pension funds, and other institutional shareholders.

CloudMD board recommendation

The board of directors of CloudMD unanimously recommends that CloudMD shareholders and optionholders (the securityholders) vote for the arrangement.

Full details of the proposed arrangement and voting instructions are set out in the company's management information circular dated May 29, 2024, and related proxy materials in respect of the special meeting of securityholders (the meeting).

Please visit the meeting page on CloudMD's website for complete details and links to all relevant documents ahead of the meeting at the company's website.

Vote today

Securityholders are encouraged to read the circular and vote well in advance of the proxy deadline of 10 a.m. (Toronto time) on Tuesday, June 25, 2024.

Special meeting details

CloudMD will hold the meeting on Thursday, June 27, 2024, at 10 a.m. (Toronto time) via audio webcast with the ability to participate in the virtual meeting as explained in the circular.

Securityholder questions and assistance

Securityholders who have questions or require assistance with voting may contact Laurel Hill Advisory Group, CloudMD's proxy solicitation agent and shareholder communications adviser:

Laurel Hill Advisory Group

• Toll-free: 1-877-452-7184 (for securityholders in North America);
• International: 1-416-304-0211 (for securityholders outside Canada and the United States);
• By e-mail: assistance@laurelhill.com.

About CloudMD Software & Services Inc.

CloudMD is an innovative North American health care service provider focused on empowering healthier living by combining leading-edge technology with an exceptional national network of health care professionals. Every day, its employees and health care providers live its values of delivering excellence, collaboration, connected communication and accountability to solve complex health problems. CloudMD's industry-leading workplace health and well-being solution, Kii, supports members and their families with a personalized and connected health care experience across mental, physical and occupational health. Kii delivers superior clinical health outcomes, consistent high engagement and measurable return on investment for payers such as employers, educational institutions, associations, governments and insurers. CloudMD is also a market leader in workplace absence management through data-driven prevention, intervention and return-to-work programs.

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