THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART 2 OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT UNDER SECTION 897 OF THE COMPANIES ACT.

The Scheme, if implemented, will result in the cancellation of the admission to trading of StatPro Shares on AIM. If you are in any doubt about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.

If you sell, have sold or otherwise transferred all of your StatPro Shares, please send this document (but not the accompanying personalised Forms of Proxy) at once to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, this document should not be forwarded or transmitted in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction. If you have sold or transferred part only of your StatPro Shares, you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. The accompanying Forms of Proxy are personalised. If you have recently purchased or been transferred StatPro Shares, you should contact StatPro’s registrars, Link Asset Services by telephoning the helpline, details of which are set out on page 6 of this document, to obtain replacements of these documents.

The distribution of this document in whole or in part, directly or indirectly in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves of, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

RECOMMENDED CASH OFFER

FOR

STATPRO GROUP PLC

BY

CERES BIDCO LIMITED a wholly-owned subsidiary of Confluence Technologies, Inc.

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

You should read carefully the whole of this document, any information incorporated into this document by reference from another source and the accompanying Forms of Proxy. Your attention is drawn to the letter from the Chairman of StatPro in Part 1 of this document, which contains the unanimous recommendation of the StatPro Directors that you vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. A letter from Panmure Gordon explaining the Acquisition and the Scheme in greater detail appears in Part 2 of this document and constitutes an explanatory statement in compliance with section 897 of the Companies Act.

The Scheme will require the approval of the Scheme Shareholders at the Court Meeting to be held at Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT at 10.00 a.m. on 21 October 2019. The Scheme will also require the approval of StatPro Shareholders of the Resolution at the General Meeting to be held at the same place at 10.15 a.m. on 21 October 2019 (or as soon thereafter as the Court Meeting has concluded or been adjourned). Notices of the StatPro Meetings are set out in Part 9 and Part 10 of this document.

The action to be taken by StatPro Shareholders in respect of the StatPro Meetings is set out on pages 5 to 6 of this document. Please read this information carefully. It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. You are therefore strongly urged to complete, sign and return your Forms of Proxy or transmit a proxy instruction (either electronically or through CREST) as soon as possible.

Completing and returning the Forms of Proxy, completing and transmitting a CREST Proxy Instruction or appointing a proxy electronically will not prevent you from attending and voting in person at either StatPro Meeting, or any adjournment of either StatPro Meeting, if you so wish and are so entitled.

If you have any questions relating to this document (or any information incorporated into this document by reference from another source), the StatPro Meetings or the completion and return of the Forms of Proxy, please telephone the helpline, details of which are set out on page 6 of this document.

IMPORTANT NOTICES

Important notices relating to financial advisers

Oakley Advisory, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Confluence and Bidco and for no one else in connection with the Acquisition or any matters referred to in this document and will not be responsible to anyone other than Confluence and Bidco for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this document or any other matters referred to in this document.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser, nominated adviser and broker to StatPro and for no one else in connection with the Acquisition or any matters referred to in this document and will not be responsible to anyone other than StatPro for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this document or any other matters referred to in this document.

Overseas Shareholders

The release, publication or distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular the ability of persons who are not resident in the United Kingdom to vote at the Court Meeting or General Meeting, or to appoint another person as proxy to vote at the Court Meeting or General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This document has been prepared for the purpose of complying with the laws of England and Wales, Market Abuse Regulation, AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside of England and Wales. Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available directly or indirectly in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by use of mail or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction.

Copies of this document and any other formal documentation relating to the Acquisition will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

Additional information for US investors

The Acquisition relates to the shares of a UK company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act and is exempt from the registration requirements of the Securities Act. Accordingly, the Acquisition will be subject to disclosure requirements and practices applicable in the UK and to schemes of arrangement under the laws of England and Wales, which are different from the disclosure and other requirements of a US tender offer and US Federal securities laws. Neither the SEC, nor any securities commission of any state of the United States, has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

Financial information relating to StatPro included in this document has been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of StatPro Shares to enforce their rights and any claims they may have arising under US Federal securities laws in connection with the Acquisition, since StatPro is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries

2

other than the United States, and most of the assets of StatPro are located outside of the United States. US holders of StatPro Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US Federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s jurisdiction or judgment.

The Acquisition may, in the circumstances provided for in this document, instead be carried out by way of a Takeover Offer under the laws of England and Wales. If Bidco exercises, with the consent of the Panel, its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US tender offer and US Federal securities laws and regulations, including the exemptions therefrom. In accordance with normal UK practice, Bidco or its nominees, or its brokers (acting as agents), may, from time to time, make certain purchases of, or arrangements to purchase, StatPro Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the UK, will be reported to a RIS and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward-looking statements

This document may contain certain “forward-looking statements” with respect to Confluence, Bidco or StatPro. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could” or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Confluence, Bidco or StatPro and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Confluence, Bidco or StatPro.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Confluence, Bidco or StatPro or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. Confluence, Bidco or StatPro assume no obligation to update publicly or revise forward-looking or other statements contained in this document, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this document is intended as a profit forecast or estimate for any period and no statement in this document should be interpreted to mean that earnings or earnings per ordinary share for StatPro, Confluence or Bidco for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for StatPro, Confluence or Bidco.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)

3

applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to StatPro Shareholders

Please be aware that addresses, electronic addresses and certain information provided by StatPro Shareholders, persons with information rights and other relevant persons for the receipt of communications from StatPro may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Publication on websites and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this document is available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Confluence’s website at https://www.confluence.com/confluence-statpro and on StatPro’s website at https://www.statpro.com/investors/ announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this document.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this document (and any document incorporated into it by reference to another source), free of charge, by contacting Panmure Gordon on +44 (0) 207 886 2500 or, in writing, at One New Change, London EC4M 9AF. A hard copy of this document (and any document incorporated into it by reference to another source) will not be sent unless so requested. A person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

All times shown in this document are London times, unless otherwise stated.

Date

This document is dated 27 September 2019.

4

ACTION TO BE TAKEN

For the reasons set out in this document, the StatPro Directors, who have been so advised by Panmure Gordon as to the financial terms of the Acquisition for the purposes of Rule 3 of the Code, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the StatPro Directors, Panmure Gordon has taken into account the commercial assessments of the StatPro Directors.

Accordingly, the StatPro Directors unanimously recommend that StatPro Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, as the StatPro Directors who hold StatPro Shares have irrevocably undertaken to do in respect of their own beneficial holdings of StatPro Shares (and as they have undertaken to use reasonable endeavours to procure in respect of the beneficial holdings of their close relatives), amounting in aggregate to 10,404,138 StatPro Shares (representing approximately 15.8 per cent. of the issued share capital of StatPro as at the Last Practicable Date) and the StatPro Directors unanimously recommend that you take the action described below.

Voting at the StatPro Meetings The Scheme will require the approval of the Scheme Shareholders at the Court Meeting to be held at Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT at 10.00 a.m. on 21 October 2019. The Scheme will also require the approval of StatPro Shareholders of the Resolution at the General Meeting to be held at the same place at 10.15 a.m. on 21 October 2019 (or as soon thereafter as the Court Meeting has concluded or been adjourned). Notices of the StatPro Meetings are set out in Part 9 and Part 10 of this document.

Please check you have received with this document: l a WHITE Form of Proxy for use at the Court Meeting;

l a YELLOW Form of Proxy for use at the General Meeting; and

l a reply-paid envelope for use in the United Kingdom.

If you have not received these documents, please contact StatPro’s registrars, Link Asset Services on the helpline, details of which are set out on page 7 of this document.

Whether or not you plan to attend the StatPro Meetings, please complete the enclosed Forms of Proxy in accordance with the instructions printed on them and return them to: Link Asset Services at The Registry, PXS, 34 Beckenham Road, Beckenham, BR3 4TU as soon as possible and, in any event, so as to be received by no later than:

l 10.00 a.m. on 19 October 2019 in the case of the WHITE Form of Proxy for the Court Meeting; and

l 10.15 a.m. on 19 October 2019 in the case of the YELLOW Form of Proxy for the General Meeting,

(or in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting). A reply-paid envelope is provided for use in the United Kingdom only.

If the WHITE Form of Proxy for use at the Court Meeting is not received by Link Asset Services by 10.00 a.m. on 19 October 2019, it may be handed to the Chairman of the Court Meeting before the commencement of the Court Meeting. However, if the YELLOW Form of Proxy for the General Meeting is not received by Link Asset Services by 10.15 a.m. on 19 October 2019, it will be invalid.

If you hold your StatPro Shares in CREST, you may vote using the CREST voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes on the notices of each StatPro Meeting set out in Parts 9 and 10 of this document).

5

Proxies submitted electronically through CREST must be sent as soon as possible, and in any event, so as to be received by no later than 10.00 a.m. on 19 October 2019 in the case of the Court Meeting and by 10.15 a.m. on 19 October 2019 in the case of the General Meeting (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

StatPro Shareholders entitled to attend and vote at the StatPro Meetings may appoint a proxy electronically by logging on to www.signalshares.com and entering “StatPro” in the box provided. “StatPro” will be presented on the next screen and you should click on this. Once you have clicked on this, you should follow the prompts on the screen by entering your surname, investor code (which can be found on your share certificate), postcode, email address and selecting a password. Once you have registered, you will have the opportunity to appoint a proxy online. For an electronic proxy to be valid, your appointment must be received by Link Asset Services no later than 48 hours before the time and date set for the relevant meeting.

Completing and returning the Forms of Proxy, completing and transmitting a CREST Proxy Instruction or appointing a proxy electronically will not prevent you from attending and voting in person at the StatPro Meetings, or any adjournment of the StatPro Meetings, if you so wish and are so entitled.

IMPORTANT NOTICE

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF SCHEME SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY OR TRANSMIT A PROXY INSTRUCTION (EITHER ELECTRONICALLY OR THROUGH CREST) AS SOON AS POSSIBLE AND, IN ANY EVENT, BY NO LATER THAN 10.00 A.M. ON 19 OCTOBER 2019, IN THE CASE OF THE COURT MEETING, AND BY NO LATER THAN 10.15 A.M. ON 19 OCTOBER 2019, IN THE CASE OF THE GENERAL MEETING.

HELPLINE

If you have any questions relating to this document (or any information incorporated into this document by reference to another source), the StatPro Meetings or the completion and return of the Forms of Proxy, please contact StatPro’s registrars, Link Asset Services during business hours on 0371 664 0391 within the United Kingdom or on +44 (0) 371 664 0391 from overseas or by writing to Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, BR3 4TU. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside of the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

6

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for implementation of the Scheme.

Event Time and/or date

Latest time for lodging Forms of Proxy for the:

l Court Meeting (WHITE Form of Proxy) 10.00 a.m. on 19 October 20191

l General Meeting (YELLOW Form of Proxy) 10.15 a.m. on 19 October 20192

Voting Record Time 6.00 p.m. on 19 October 20193

Court Meeting 10.00 a.m. on 21 October 2019

General Meeting 10.15 a.m. on 21 October 20194

Certain of the following dates are subject to change (please see note (5) below):

Court Hearing 25 October 2019

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, StatPro Shares 28 October 2019

Scheme Record Time 6.00 p.m. on 28 October 2019

Suspension of dealings in StatPro Shares 7.30 a.m. on 29 October 2019

Effective Date 29 October 2019

Cancellation of admission to trading of StatPro Shares By 8.00 a.m. on 30 October 2019

Settlement of the consideration payable under the Acquisition by no later than 12 November 2019

Long Stop Date 28 February 20206

1 The WHITE Form of Proxy for the Court Meeting should be received by Link Asset Services before 10.00 a.m. on 19 October 2019, or, if the Court Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. WHITE Forms of Proxy not so received may be handed to the Chairman of the Court Meeting before the taking of the poll at the Court Meeting.

2 The YELLOW Form of Proxy for the General Meeting must be lodged with Link Asset Services before 10.15 a.m. on 19 October 2019 in order for it to be valid, or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. The YELLOW Form of Proxy cannot be handed to the Chairman of the General Meeting at that meeting.

3 If a StatPro Meeting is adjourned, only those Scheme Shareholders (in the case of the Court Meeting) and StatPro Shareholders (in the case of the General Meeting) on the register of members of StatPro at close of business on the day which is two days before the adjourned meeting will be entitled to attend and vote.

4 To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.5 These times and dates are indicative only and will depend, among other things, on the date on which: (i) the Conditions are either

satisfied, or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. StatPro will give notice of any change(s) by issuing an announcement through a RIS and, if required by the Panel, send notice of the change(s) to StatPro Shareholders and other persons with information rights and, for information only, to the holders of options or awards under the StatPro Share Options Plans.

6 This is the last date on which the Scheme may become Effective unless Bidco and StatPro, with the consent of the Panel and, if required, the approval of the Court, agree in writing a later date.

All references in this table to times are to London time unless stated otherwise.

7

CONTENTS

Page

Action to be taken 5

Expected timetable of principal events 7

Part 1 Letter from the Chairman of StatPro Group plc 9

Part 2 Explanatory Statement 17

Part 3 Conditions and further terms of the Acquisition and the Scheme 28

Part 4 Financial and Ratings Information 36

Part 5 Additional Information 37

Part 6 The Scheme of Arrangement 51

Part 7 United Kingdom Taxation 58

Part 8 Definitions 59

Part 9 Notice of Court Meeting 66

Part 10 Notice of General Meeting 69

8

Part 1

Letter from the Chairman of StatPro Group plc (Incorporated in England and Wales with registered number 02910629)

Directors: Registered Office

Rory Curran (Non-Executive Chairman) Mansel Court Justin Wheatley (Group Chief Executive Officer) Mansel Road Andrew Fabian (Group Finance Director) Wimbledon Mark Adorian (Non-Executive Director) London SW19 4AA Jane Tozer (Non-Executive Director) David Courtley (Non-Executive Director)

27 September 2019

To all holders of StatPro Shares, persons with information rights in StatPro and, for information only, to the

holders of options under the StatPro Share Option Plans.

Dear StatPro Shareholder

Recommended cash offer for StatPro by Bidco, a wholly-owned subsidiary of Confluence

1. Introduction On 20 September 2019, the boards of Confluence and StatPro announced they had reached agreement on the terms of a recommended all cash offer pursuant to which Bidco would acquire the entire issued and to be issued share capital of StatPro. The Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

I am writing to you today to set out the terms, and provide further details, of the Acquisition and the background to and reasons why the StatPro Directors consider the terms of the Acquisition to be fair and reasonable and unanimously recommend that you vote in favour of the Acquisition. I draw your attention to the letter from Panmure Gordon set out in Part 2 of this document, which gives details about the Acquisition and the additional information set out in Part 5 of this document.

In order to approve the terms of the Acquisition, the Scheme will require approval at the Court Meeting and will require the approval of the Resolution to be proposed at the General Meeting, both of which will be held on 21 October 2019 at Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT. The Court Meeting will start at 10.00 a.m. and the General Meeting will start at 10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).

2. The Acquisition Under the terms of the Acquisition, which is subject to the Conditions and further terms set out in Part 3 of this document, Scheme Shareholders whose names appear on the register of members of StatPro at the Scheme Record Time will be entitled to receive:

for each Scheme Share held 230 pence in cash

The Acquisition values the entire issued and to be issued ordinary share capital of StatPro at approximately £161.1 million on a fully diluted basis. The Acquisition Price represents a premium of approximately:

l 54.9 per cent. to the Closing Price of 148.5 pence per StatPro Share on 19 September 2019 (being the last Business Day prior to the Announcement Date);

l 57.3 per cent. to the volume weighted average price per StatPro Share during the three month period ended on 19 September 2019 (being the last Business Day prior to the Announcement Date); and

9

l 76.4 per cent. to the volume weighted average price per StatPro Share during the six-month period ended on 19 September 2019 (being the last Business Day prior to the Announcement Date).

Subject to the Conditions and further terms set out herein, the StatPro Shares will be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the Announcement Date or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Announcement Date in respect of the StatPro Shares.

Further to the announcement of StatPro’s interim results on 31 July 2019, in light of the Acquisition the board of StatPro has taken the decision to no longer go ahead with the payment of the interim dividend for the year ending 31 December 2019.

If any dividend or other distribution in respect of the StatPro Shares is declared, paid or made on or after the Announcement Date, Bidco reserves the right to reduce the consideration payable for each StatPro Share under the terms of the Acquisition by the amount per StatPro Share of such dividend or distribution. If Bidco exercises this right or makes such a reduction in respect of a dividend or distribution, StatPro Shareholders will be entitled to receive and retain that dividend or distribution.

3. Background to and reasons for the Acquisition StatPro is a highly respected and well-known vendor of performance and attribution, portfolio analysis and other data and risk support services to asset managers and administrators worldwide, as evidenced by the high customer retention rates seen across its customer base. Bidco believes that there is considerable strategic overlap between the respective businesses of Confluence and StatPro and clear opportunities to further develop the combined business across the UK, Continental Europe, North America and Asia.

Bidco believes that, with investment, the Acquisition represents an opportunity to achieve greater client penetration for Confluence’s regulatory reporting and investor communications products and services in the end markets in which StatPro has established long-standing relationships and an excellent reputation. Furthermore, Confluence anticipates enabling StatPro to achieve greater market penetration of its products and services in the North American market. When combined, the product and service suite offered to asset managers and administrators will offer compelling value to asset servicers and managers the world over.

The Acquisition also brings Confluence greater scale in markets outside the United States. Bidco believes that StatPro presents a platform from which to grow Confluence’s geographic reach, with the European market being a key strategic focus for Confluence.

4. Intentions with regards to the business, employees, research and development and locations

StatPro’s Business Bidco has been granted access to StatPro’s senior management team for the purpose of undertaking confirmatory due diligence. This has enabled Bidco to develop a preliminary strategy that it anticipates delivering for the StatPro business. Upon the Acquisition becoming Effective, Bidco will benefit from having greater access to the business, employees and customers of StatPro and will be able to formulate more detailed long-term strategic and operational plans for the Enlarged Confluence Group.

Bidco anticipates more detailed long-term strategic and operational planning in the six months following the Effective Date. This will include plans to integrate StatPro and Confluence product offerings to create additional value for current and potential customers, leverage Confluence’s customer relationships to extend the reach and penetration of StatPro’s current products and services, especially in North America, continue to invest in StatPro’s product offerings and to align employees and management with these initiatives.

From the due diligence that Bidco has been able to conduct to date, Bidco believes that StatPro is a well-positioned business that will make an excellent partner for Confluence as it advances its European and international growth strategy organically and through acquisition. Bidco also recognises that StatPro’s three

10

divisions, Revolution, Source: StatPro and Infovest, each serves a different function, having differing degrees of adjacency or connection to existing Confluence products and services, and may result in the development of separate, focused strategies for each division.

StatPro’s organisational structure complements Confluence’s structure, which focuses on three core segments: Performance, Investor Communications and Regulatory Reporting. Therefore, where StatPro and Confluence have complementary industry domain knowledge, Bidco intends to share this actively across the Enlarged Confluence Group in order to benefit from its increased scale and international reach.

Revolution Division StatPro’s Revolution Division complements Confluence’s existing product suite. As a result, the integration of Confluence’s existing product suite and platforms with StatPro’s Revolution platform is a high priority initiative.

Bidco intends to continue to support and service all existing StatPro software and has no current intentions to migrate StatPro’s customers to new product platforms.

Source: StatPro Division StatPro’s Source: StatPro Division has some overlap and adjacencies with Confluence’s existing operations, however Confluence does not currently offer its customers the breadth and depth of StatPro’s data offering. Bidco therefore believes that the Source: StatPro Division may be an attractive offering to Confluence’s customers once part of the Enlarged Confluence Group and, in addition, may be able to source and provide data directly to existing Confluence customers if integrated with Confluence’s Regulatory Reporting and Investor Communications platforms. This will be further explored as part of the post-Effective Date review, which will include:

l reviewing the strategy and capabilities of the Source: StatPro Division and its product and service offerings, including the data covered and managed, automated services offered, customers served, pricing and cost structures;

l an in-depth review of the competitive market standing of the Source: StatPro Division;

l the identification of opportunities for additional investment in the data managed and covered by the Source: StatPro Division, with the objective being to drive profitable growth within the Source: StatPro Division; and

l the rationalisation of any overlap that is identified in data coverage in the Enlarged Confluence Group.

Infovest Division Bidco believes that the Infovest Division will require its own focused strategy as part of the Enlarged Confluence Group. This will be further explored as part of the post-Effective Date review, which will include:

l reviewing the strategy of the Infovest Division, including its current product capabilities, customers served, pricing and cost structures;

l an in-depth review of the competitive market standing of the Infovest Division, including whether integrating or utilising additional Confluence technology or data management expertise may allow it to deliver and capture additional value from existing customers and present a more attractive product offering to potential customers; and

l the identification of opportunities for additional investment in the software and services provided by the Infovest Division, with the objective being to drive profitable growth within the Infovest Division.

StatPro’s sales function has limited geographical overlap with Confluence, but Confluence anticipates achieving greater sales success and accelerating channel sales across the Enlarged Confluence Group by leveraging StatPro’s deep, long-standing customer relationships and sales expertise outside North America with Confluence’s similar customer relationships and sales expertise in the United States. By leveraging the expertise and combined and integrated technology offerings of the Enlarged Confluence Group after the Effective Date, the Enlarged Confluence Group will be able to create new and larger compelling product offerings to StatPro’s and Confluence’s existing and potential customers.

11

Bidco intends to integrate the Enlarged Confluence Group’s procurement capabilities to provide greater purchasing power to the StatPro Group.

It is anticipated that the Enlarged Confluence Group will continue to use StatPro’s brand name and associated brands for at least twelve months after the Effective Date, whilst Confluence assesses the value of StatPro’s brands and decides whether it will continue or discontinue their use.

Bidco and the Confluence Group intend to invest both organically and potentially via acquisitions to expand this market position. Acquisitions could involve smaller companies that fit within StatPro’s existing offering or larger companies that sit adjacent to StatPro and Confluence (in terms of geography and/or product and service offerings).

Once StatPro ceases to be a listed company, Bidco will also perform a full review of StatPro’s corporate (including PLC-related functions), technical and support functions. The review and integration process may identify opportunities to leverage skills and talents across the Enlarged Confluence Group and may also lead to the identification of surplus headcount where there is unnecessary duplication or where operational efficiencies can be achieved.

Bidco intends to maintain StatPro’s existing corporate headquarters in London. In conjunction with the aforementioned review of functions, Bidco will also perform a full review of StatPro’s nine other locations and this may lead to the identification of requirements for: new locations; locations for future growth and investment; and/or locations where there is unnecessary duplication or where operational efficiencies can be achieved. Bidco has no intentions to redeploy the fixed assets of StatPro.

Research and Development Bidco will perform a full review of StatPro’s product development roadmap and existing research and development functions. This may lead to the identification of areas where spend can be increased in order to develop new, highly valued functionality or accelerate the existing roadmap and/or it may lead to the identification of certain areas of surplus research and development headcount where operational efficiencies can be achieved across the Enlarged Confluence Group’s existing research and development functions.

Employees Bidco attaches great importance to the skills and experience of StatPro’s employees, including its management team. Bidco believes that the Acquisition will generally result in greater opportunities for StatPro’s staff as part of the Enlarged Confluence Group, particularly in terms of activities that pertain to developing the world-leading, cloud-based performance and analytics solution fit-to-purpose for every global asset manager and asset servicer or administrator, integrating StatPro’s existing data business with Confluence’s existing Regulatory Reporting platform and expanding the market position of Confluence’s existing software solutions in the UK and across Europe.

Following the Acquisition becoming Effective, Bidco intends to review the management, governance and incentive structure of StatPro. Bidco has confirmed that it will adopt and move forward with pay schemes for employees currently in place and that annual objectives for bonus eligible employees will likely be redefined to align with new annual and longer-term strategies.

Save as set out in paragraph 7 below, Bidco has not entered into, has not had discussions on proposals to enter into, and will not do so prior to the Acquisition becoming Effective, any form of incentivisation arrangements with members of StatPro’s management, other than to confirm the above statement and to indicate that it may put in place incentive arrangements for certain members of the StatPro management team following completion of the Acquisition to achieve short-term and long-term objectives, commensurate with the position, relative contribution of the individual to the overall company, compensation history and private company norms.

As set out above, and following the full review of StatPro’s support, technical, sales, corporate and research and development functions, Bidco would intend to reduce StatPro’s headcount where any duplications or efficiencies are identified. It is considered likely that a number of corporate and support functions, including certain functions related to StatPro’s status as a publicly listed company, may require reduced headcount.

12

Bidco does not expect or intend this further review to have a material impact on the employee base, balance of skills and functions at StatPro.

Non-executive directors It is intended that each of the non-executive directors of StatPro will resign upon and with effect from the Effective Date (or, in the event that the Acquisition is implemented by a Takeover Offer, upon or shortly following the Takeover Offer becoming or being declared wholly unconditional).

Pensions Bidco recognises the importance of the StatPro Group’s pension obligations and of ensuring that its pension schemes are appropriately funded in accordance with statutory requirements.

The StatPro Group operates defined contribution pension arrangements in respect of its employees in the United Kingdom. Save as may be required under legislation, Bidco does not currently plan to make any changes to the terms of such defined contribution pension arrangements.

Trading facilities StatPro Shares are currently admitted to trading on AIM. As set out in paragraph 14 of Part 2 of this document, it is expected that, prior to the Effective Date, StatPro will make an application to the London Stock Exchange to effect the cancellation of the trading on AIM of the StatPro Shares to take effect on or shortly after the Effective Date.

Corporate reorganisation Bidco is considering the possibility of a corporate reorganisation of the StatPro Group following the Effective Date, in order to make its corporate structure more efficient. If implemented, this would result in Bidco becoming the immediate holding company of the current StatPro Group in place of StatPro, with the Company undertaking a solvent liquidation. If implemented, any such re-organisation would not have any impact on the business of the StatPro Group or result in any headcount reduction nor alter any of Bidco’s above stated intentions in any way.

Impact of the Acquisition on Confluence Other than as described above, the Acquisition is not anticipated to have any impact on the Confluence Group’s business, its employees or management.

No statements in this paragraph 4 are “post-offer undertakings” for the purposes of Rule 19.5 of the Code.

5. Background to and reasons for the StatPro Directors’ Recommendation The StatPro Directors believe that the combined entities of Confluence and StatPro will create a leading supplier of services to the asset management and fund administration market. Significant synergies can be achieved by the combination, and new product distribution and cross-selling opportunities will become possible that were not possible for StatPro on a stand-alone basis.

StatPro has made a significant investment building an industry leading cloud-based analytics platform Revolution for the asset management industry. The board of StatPro has determined that now the development cycle of this platform has been completed, the key requirement for StatPro is to expand its distribution capacity, especially in the important US market to gain greater market penetration. Whilst investing further in StatPro’s distribution was one option reviewed, the board considered that successful market penetration could be achieved at less risk by finding a partner that already had complementary products and distribution in the US market.

The StatPro Directors believe that a combination with Confluence offers a significant opportunity for expansion both in terms of complementary products and geographic reach. StatPro has approximately 30 per cent. of its revenue in North America, 55 per cent. in Europe and 15 per cent. in South Africa and the Pacific. Confluence generates a significant majority of its revenue in North America. The Directors of StatPro believe that the Enlarged Confluence Group will have a broader international sales network and

13

enhanced US distribution. In terms of complementary product offering StatPro, computes performance and risk in precise detail, while Confluence offers process software that uses performance and risk data from other sources to provide regulatory services in US and European markets. The StatPro Directors believe the Enlarged Confluence Group will provide a complementary product offering to clients. Additionally, there are cross-selling opportunities as StatPro targets fund administrators to expand its market penetration and Confluence has 8 of the top 10 global retail fund service providers as clients, providing a strong platform for further penetration of StatPro’s products.

The StatPro Directors believe that the strategic value of the combination is reflected in the Acquisition Price. The Acquisition Price represents a premium of:

l 54.9 per cent. to the Closing Price of 148.5 pence per StatPro Share on 19 September 2019, the Business Day prior to the Announcement Date;

l 57.3 per cent. to the volume weighted average Closing Price of 146.2 pence per StatPro Share for the three months to 19 September 2019, the Business Day prior to the Announcement Date; and

l 76.4 per cent. to the volume weighted average Closing Price of 130.4 pence per StatPro Share for the six months to 19 September 2019, the Business Day prior to the Announcement Date.

The Acquisition therefore provides an opportunity for StatPro Shareholders to exit their investment at a substantial premium to the current StatPro share price level.

Accordingly, the StatPro Directors intend to recommend unanimously that StatPro Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting, as the StatPro Directors have irrevocably undertaken to do in respect of their own beneficial holdings of a total of 10,404,138 StatPro Shares, representing approximately 15.8 per cent. of the issued share capital of StatPro as at the Last Practicable Date.

6. Irrevocable undertakings and letters of intent As at the Announcement Date Bidco had also received irrevocable undertakings and letters of intent from certain other StatPro Shareholders to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting in respect of a total of 32,555,698 StatPro Shares, representing, in aggregate, approximately 49.4 per cent. of the issued share capital of StatPro.

As at the Announcement Date Bidco had therefore received irrevocable undertakings or letters of intent to vote in favour of the Scheme in respect of a total of 42,959,836 StatPro Shares representing, in aggregate, approximately 65.2 per cent. of the issued share capital of StatPro.

Rorema Beheer BV (“Rorema”) and Strikwerda Investments BV (“Strikwerda”) gave a letter of intent to Bidco to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting in respect of Rorema’s holding of 5,173,893 StatPro Shares and Strikwerda’s holding of 1,025,862 StatPro Shares.

On 24 September 2019, Bidco became aware that Rorema and Strikwerda had disposed of 6,199,755 StatPro Shares subject to a letter of intent, representing approximately 9.4 per cent. of StaPro’s issued share capital.

As a result, as at the Last Practicable Date, Bidco has received irrevocable undertakings or letters of intent to vote in favour of the Scheme in respect of a total of 36,760,081 StatPro Shares representing, in aggregate, approximately 55.8 per cent. of the issued share capital of StatPro.

7. The StatPro Share Option Plans and StatPro Growth Shares Holders of options under the StatPro Share Option Plans will be contacted regarding the effect of the Acquisition on their rights under the StatPro Share Option Plans and appropriate proposals in accordance with Rule 15 of the Code will be made to such persons. Further details of those proposals are set out in paragraph 8 of Part 2 of this document, and details of these will be sent out in appropriate communications to participants in the StatPro Share Option Plans.

14

The StatPro Growth Shares will convert into either ordinary shares or deferred shares in accordance with the provisions of the Company’s articles of association. Those StatPro Growth Shares (expected to be the A Shares) with a target share price lower than the Acquisition Price will convert into ordinary shares, and those StatPro Growth Shares (expected to be the B Shares and C Shares) with a target price equal to or higher than the Acquisition Price will convert into deferred shares.

8. Structure of the Acquisition Scheme It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between StatPro and the Scheme Shareholders under Part 26 of the Companies Act. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer (with the consent of the Panel).

The purpose of the Scheme is to enable Bidco to become the owner of the whole of the issued and to be issued share capital of StatPro.

Under the Scheme, the Scheme Shares will be transferred to Bidco in consideration for which the Scheme Shareholders will receive the cash consideration. The Scheme will be subject to the Conditions and further terms referred to in Part 3 of this document. The Acquisition will lapse if the Scheme does not become Effective by the Long Stop Date.

Approval by the Court Meeting and the General Meeting In order to become Effective, the Scheme requires:

(a) the approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting. At the Court Meeting, voting will be by poll and not on a show of hands and, subject to the below, all Scheme Shareholders appearing on StatPro’s register of members at the Voting Record Time will be entitled to vote at the Court Meeting and to cast one vote for each Scheme Share held;

(b) the approval of not less than 75 per cent. of the votes cast, either in person or by proxy, of the Resolution to be proposed at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme, including to approve amendments to the StatPro Articles to ensure that any StatPro Shares issued after the approval of the Scheme at the Court Meeting and the Scheme Record Time will be (i) subject to the Scheme and (ii) automatically acquired by Bidco (or its nominee(s)) on the same terms as under the Scheme. This will avoid any person (other than Bidco or its nominee(s)) being left with StatPro Shares after the Effective Date. At the General Meeting, all StatPro Shareholders, appearing on StatPro’s register of members at the Voting Record Time will be entitled to vote on the Resolution and to cast one vote for each StatPro Share held; and

(c) all of the other Conditions to be satisfied or (where applicable) waived.

Application to the Court to sanction the Scheme Once the necessary approvals have been obtained at the StatPro Meetings, and the other Conditions have been satisfied or (where applicable) waived (save for the Conditions set out at paragraph 1(c) of Part 3 of this document), in order for the Scheme to be capable of becoming Effective, it must be sanctioned by the Court at the Court Hearing.

The Scheme will only become Effective once a copy of the Court Order is delivered to the Registrar of Companies.

General The Scheme will be governed by the laws of England and Wales and will be subject to the jurisdiction of the Courts of England and Wales. The Scheme will also be subject to the applicable requirements of the Code, the Panel, AIM and the FCA.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder

15

opinion. You are therefore strongly urged to complete, sign and return your Forms of Proxy or transmit a proxy instruction (either electronically or through CREST) as soon as possible.

Your attention is drawn to Part 2 of this document which contains further information with respect to the Scheme, the StatPro Meetings and the Conditions.

9. Taxation Your attention is drawn to Part 7 of this document which contains a summary of limited aspects of the UK tax treatment of the Scheme. That summary relates only to the position of certain categories of Scheme Shareholders (as explained further in Part 7 of this document), does not constitute tax advice and does not purport to be a complete analysis of all potential UK tax consequences of the Scheme. If you are in any doubt as to your tax position, or if you are subject to taxation in any jurisdiction other than the UK you are strongly advised to consult an appropriately qualified professional adviser.

10. Overseas Shareholders Persons resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom should refer to paragraph 16 of Part 2 of this document.

11. Action to be taken Details of the StatPro Meetings to be held and the action to be taken in respect of the Scheme are set out on pages 5 and 16 and in paragraphs 11 and 12 of Part 2 of this document.

12. Recommendation The StatPro Directors, who have been so advised by Panmure Gordon on the financial terms of the Acquisition for the purposes of Rule 3 of the Code, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing advice to the StatPro Directors, Panmure Gordon has taken into account the commercial assessments of the StatPro Directors.

Accordingly, the StatPro Directors recommend unanimously that StatPro Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting, as they have irrevocably undertaken to do in respect of their entire beneficial holding of StatPro Shares (and as they have undertaken to use reasonable endeavours to procure in respect of the beneficial holdings of their close relatives), amounting in aggregate to 10,404,138 StatPro Shares, representing approximately 15.8 per cent. of the issued share capital of StatPro as at the Last Practicable Date.

13. Further information Please read carefully the remainder of this document (and the information incorporated by reference into this document), in particular the letter from Panmure Gordon set out in Part 2 of this document, being the explanatory statement made in compliance with section 897 of the Companies Act. The information in this letter is not a substitute for reading the remainder of this document.

Yours faithfully

StatPro Group plc 27 September 2019

16

Part 2

Explanatory Statement (in compliance with section 897 of the Companies Act)

Panmure Gordon (UK) Limited 1 New Change

London EC4M 9AF

27 September 2019

To all holders of StatPro Shares, persons with information rights in StatPro and, for information only, to the

holders of options under the StatPro Share Option Plans

Dear StatPro Shareholder

Recommended cash offer for StatPro by Bidco, a wholly-owned subsidiary of Confluence

1. Introduction On 20 September 2019, the boards of Confluence and StatPro announced they had reached agreement on the terms of a recommended all cash offer pursuant to which Bidco would acquire the entire issued and to be issued share capital of StatPro. The Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

Your attention is drawn to the letter from the Chairman of StatPro set out in Part 1 of this document, which forms part of this explanatory statement. The Chairman’s letter contains, among other things, (a) information on the background to and reasons for the Acquisition and (b) the unanimous recommendation of the StatPro Directors that StatPro Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting.

The Chairman’s letter also states that the StatPro Directors, who have been so advised by Panmure Gordon on the financial terms of the Acquisition for the purposes of Rule 3 of the Code, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing advice to the StatPro Directors, Panmure Gordon has taken into account the commercial assessments of the StatPro Directors.

We have been authorised by the StatPro Directors to write to you to explain the terms of the Acquisition and the Scheme and to provide you with other relevant information.

2. The Acquisition The Acquisition, which is subject to the Conditions and further terms set out in Part 3 of this document, will be effected by means of the Scheme.

Under the terms of the Acquisition Scheme Shareholders shall receive:

for each Scheme Share held 230 pence in cash

The Acquisition values the entire issued and to be issued ordinary share capital of StatPro at approximately £161.1 million on a fully diluted basis. The Acquisition price represents a premium of approximately:

l 54.9 per cent. to the Closing Price of 148.5 pence per StatPro Share on 19 September 2019 (being the last Business Day prior to the Announcement Date);

17

l 57.3 per cent. to the volume weighted average price per StatPro Share during the three-month period ended on 19 September 2019 (being the last Business Day prior to the Announcement Date); and

l 76.4 per cent. to the volume weighted average price per StatPro Share during the six-month period ended on 19 September 2019 (being the last Business Day prior to the Announcement Date).

Subject to the Conditions and further terms set out herein, the StatPro Shares will be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the Announcement Date or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Announcement Date in respect of the StatPro Shares.

If any dividend or other distribution in respect of the StatPro Shares is declared, paid or made on or after the Announcement Date, Bidco reserves the right to reduce the consideration payable for each StatPro Share under the terms of the Acquisition by the amount per StatPro Share of such dividend or distribution. If Bidco exercises this right or makes such a reduction in respect of a dividend or distribution, StatPro Shareholders will be entitled to receive and retain that dividend or distribution.

3. Information relating to Bidco and Confluence Bidco Bidco is a company limited by shares, incorporated on 13 September 2019 under the laws of England and Wales for the purpose of implementing the Acquisition. Bidco has not traded since the date of its incorporation and has not entered into any obligations other than in connection with the Acquisition and its financing. Bidco is a wholly-owned direct subsidiary of Confluence. The directors of Bidco are Mark Stephen Evans and Frederick Winston.

Confluence Founded in 1991, Confluence is a private company offering financial services data management software platforms that offer mission-critical, trusted and innovative regulatory, investor communications and performance reporting solutions to the global asset management industry. Eight of the top 10 global retail fund service providers license Confluence products and all of the top 10 global asset managers have business processes automated through Confluence. Headquartered in Pittsburgh, Pennsylvania, Confluence serves the international fund industry with locations in Ho Chi Minh City, London and Luxembourg.

Both Bidco and Confluence are ultimately controlled by funds managed and advised by TA Associates. In March 2018, TA Associates completed a majority investment in Confluence.

For the last financial year to 31 December 2018, Confluence and its direct and indirect subsidiary undertakings had more than $50 million of consolidated revenues.

Information on TA Associates TA Associates is a US-headquartered investment firm with offices in Boston, Menlo Park, London, Mumbai and Hong Kong and employs approximately 170 people globally. TA Associates has raised more than $32 billion in capital since its founding in 1968 and is currently committing to new investments at the pace of over $2 billion per year.

TA Associates Management LP (“TA Investment Manager”) advises 18 private equity funds (the “TA Funds”). As at end of 2018, the portfolio companies in which the TA Funds were invested employed in excess of 80,000 people and generated combined revenues of over $6 billion.

TA Associates is focused on targeted sectors within five industries – technology, healthcare, financial services, consumer and business services (including current investments in 42 technology companies). TA Associates invests in profitable, growing companies with opportunities for sustained growth, and has invested in more than 500 companies around the world. Investing as either a majority or minority investor, TA Associates employs a long-term approach, utilising its strategic resources to help management teams build lasting value in high quality growth companies.

18

The TA Investment Manager is a Delaware limited partnership and acts as the registered investment adviser to each general partner of the TA Funds, each a Cayman limited partnership, and is registered with the SEC (registration number: SEC# 801-74026). The ultimate general partner of each TA Fund is TA Associates, L.P., a Delaware limited partnership or TA Associates Cayman, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (collectively referred to as, the “TA GP Entity”). Each of TA Investment Manager and the TA GP Entity, is ultimately wholly-owned by employees of TA Associates, comprised of its Managing Directors, Senior Advisers and Advisers.

4. Confluence financial trading and prospects For the last financial year to 31 December 2018, Confluence had approximately $53.9 million of consolidated revenues and $13.0 million in EBITDA. Confluence does not publish accounts or other financial statements

5. Financial effects of the Acquisition on Confluence Upon completion of the acquisition, the combined entities will have more than 450 employees working in more than 11 offices in 11 countries around the world and expect to generate consolidated annual revenues of $115 million.

Confluence believes that combining the entities will create new market penetration opportunities for both entities’ existing product portfolios, which will present increased revenue opportunities. The Acquisition brings Confluence an opportunity to grow its geographic reach in operations and sales, with expansion into the European market being a key strategic focus.

6. Information relating to StatPro StatPro Group is a publicly traded company on AIM (www.statpro.com) that provides cloud-based portfolio analytics, asset data services and data management tools for the global asset management industry and asset management service providers.

The Group has 10 offices in Europe, North America, South Africa and Australia, servicing in excess of 450 clients in 38 countries. It is organised into three divisions: Revolution, Source: StatPro and Infovest.

Revolution is a global provider of award-winning portfolio analytics solutions. The cloud-based platform offers vital analysis of portfolio performance, attribution, risk and compliance. Revolution helps clients reduce costs, improve client communication and control investment decisions.

Source: StatPro is a global market data business and provides Data-as-a-Service to Revolution to enable analytics. The division’s integrated and global data coverage includes millions of securities covering the full range of financial instruments and benchmarks.

Infovest supplies data management solutions for the global asset management market, including data warehouse technology, ETL, compliance and reporting tools as well as portfolio management solutions.

7. StatPro financial and trading prospects On 31 July 2019, StatPro released its unaudited interim results for the 6 months ended 30 June 2019. The key highlights included:

l revenue was up 3.2 per cent. at constant currency to £28.25 million;

l Annualised Recurring Revenue (“ARR”) was up 5.7 per cent. at constant currency to £56.48 million;

l the ARR for StatPro’s Revolution platform grew by 22.9 per cent. to £17.64 million;

l adjusted EBITDA was up 10.2 per cent. at constant currency to £5.68 million;

l reported loss before tax amounted to £0.26 million; and

l free cash flow before acquisition and restructuring costs increased to £3.53 million from £3.16 million.

As part of these unaudited interim results, StatPro stated that there had been a number of notable deals in the first half of 2019, that its pipeline for the second half of the year was healthy and that it expected to see

19

overall growth accelerate as a result of the new divisional structure and the continued expansion of functionality available on Revolution.

8. Effect of the Acquisition on the StatPro Share Option Plans and StatPro Growth Shares Holders of options under the StatPro Share Option Plans will be contacted regarding the effect of the Acquisition on their rights under the StatPro Share Option Plans and appropriate proposals in accordance with Rule 15 of the Code will be made to such persons.

The Acquisition will extend to any StatPro Shares which are unconditionally allotted and issued or transferred out of treasury pursuant to the exercise of any options under the StatPro Share Option Plans prior to the Scheme Record Time.

Certain of the options granted under the StatPro Performance Share Plan 2015 are already vested and may be exercised at any time. The vesting of those options under the StatPro Performance Share Plan 2015 which have not already vested will be accelerated so that those options vest as a consequence of the Scheme being sanctioned by the Court. The accelerated options will be settled in cash with payment made on the dates on which those options would have vested if the Acquisition had not occurred.

Options under the StatPro 2011 Company Ownership Plan and the StatPro 2003 Executive Unapproved Share Option Scheme are already vested and may be exercised at any time, and will lapse to the extent not exercised at the latest at the end of the period of six months from the date the Scheme is sanctioned by the Court.

The StatPro Growth Shares will convert into either ordinary shares or deferred shares in accordance with the provisions of the StatPro Articles. Those StatPro Growth Shares (expected to be the A shares in the capital of the Company) with a target share price lower than the Acquisition Price will convert into ordinary shares, and those StatPro Growth Shares (expected to be the B shares and C shares in the capital of the Company) with a target price equal to or higher than the Acquisition Price will convert into deferred shares.

Any StatPro Shares allotted and issued under the StatPro Share Option Plans and the StatPro Shares resulting from the conversion of the StatPro Growth Shares will, to the extent they are not Scheme Shares, be acquired by Bidco under the provisions of the articles of association of StatPro as amended by the special resolution set out in Part 10 of this document. The deferred shares resulting from the conversion of the StatPro Growth Shares will be bought back in accordance with the provisions of article 20 of the StatPro Articles.

9. The effect of the Acquisition on the StatPro Directors The StatPro Shares held by the StatPro Directors will be subject to the Scheme. Details of the interests of the StatPro Directors in the relevant securities of StatPro are set out in paragraph 5.2 of Part 5 of this document.

On completion of the Acquisition, it is intended that the non-executive directors of StatPro will resign. Each non-executive director, upon termination of their appointment, will be entitled to payment of such fees as may have accrued up to the date of termination, together with reimbursement of any expenses properly incurred before such date. Save as set out in this document, the effect of the Acquisition on the interests of the StatPro Directors is no different from the effect of the Acquisition on the like interests of other persons.

10. Financing of the Acquisition and cash confirmation The cash consideration payable by Bidco pursuant to the Acquisition will be funded through a combination of a £52.5 million irrevocable standby letter of credit provided by Silicon Valley Bank in favour of Bidco and with third-party debt of $180.0 million incurred by Confluence and on-lent to Bidco through intercompany loan arrangements. Such third-party debt is to be provided under incremental term facilities to Confluence’s existing credit facilities and arranged by Golub Capital LLC. On or around the Effective Date, it is proposed that the TA Invested Funds will contribute £52.5 million to Confluence, which will in turn contribute that amount to Bidco, such that Bidco would not need to draw on the letter of credit provided by Silicon Valley

20

Bank. Further information in respect of this proposed investment in Bidco for the purposes of the Acquisition is set out in paragraph 5.4 of Part 5 of this document.

Further information relating to the financing of the Acquisition is set out in paragraph 9 of Part 5 of this document.

Oakley Advisory, in its capacity as financial adviser to Confluence and Bidco, is satisfied that sufficient resources are available to Bidco to enable it to satisfy, in full, the cash consideration payable to StatPro Shareholders under the terms of the Acquisition.

11. The Scheme, the StatPro Meetings and the Conditions 11.1 Structure of the Scheme

The Acquisition is being effected by means of the Scheme, although Bidco reserves the right to elect to implement the Acquisition by means of a Takeover Offer (subject to Panel consent).

The purpose of the Scheme is for Bidco to become the owner of the whole issued and to be issued ordinary share capital of StatPro. Following the Scheme becoming Effective, the Scheme Shares will be transferred to Bidco, in consideration for which Scheme Shareholders whose names appear on the register of members of StatPro at the Scheme Record Time will receive 230 pence per Scheme Share in cash.

To become Effective, the Scheme requires, among other things, the approval of the requisite majorities of Scheme Shareholders at the Court Meeting and the passing of the Resolution by StatPro Shareholders at the General Meeting.

Following the StatPro Meetings and the satisfaction (or, where applicable, waiver) of the other Conditions, the Scheme must also be sanctioned by the Court. The Scheme will become Effective only upon the Court Order being delivered to the Registrar of Companies.

It is expected that the Scheme will become Effective on 29 October 2019, subject to the satisfaction or (where applicable) waiver of the Conditions.

Any adjournment of a StatPro Meeting or the Court Hearing, or a decision by StatPro to propose such an adjournment, will be announced promptly by StatPro through a RIS. If the meeting or hearing is adjourned to a specified date, the announcement will set out the relevant details of the adjourned meeting or hearing. If no such date is specified the adjourned date will be announced separately.

Further details of the StatPro Meetings and the Conditions are set out in paragraphs 11.2 to 11.7 below.

11.2 The StatPro Meetings The Scheme will require the approval of the Scheme Shareholders at the Court Meeting to be held at Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT at 10.00 a.m. on 21 October 2019. The Scheme will also require the approval of StatPro Shareholders of the Resolution at the General Meeting to be held at the same place at 10.15 a.m. on 21 October 2019 (or as soon thereafter as the Court Meeting has concluded or been adjourned). Notices of the StatPro Meetings are set out in Part 9 and Part 10 of this document.

Whether or not you vote in favour of the resolutions to be proposed at the StatPro Meetings, if the Scheme becomes Effective, your Scheme Shares will be transferred to Bidco and you will receive the consideration due under the terms of the Acquisition.

As soon as practicable and, in any event, by no later than 8.00 a.m. on the Business Day following the StatPro Meetings, StatPro shall make an announcement through a RIS stating whether or not the resolutions put to shareholders at the StatPro Meetings were passed by the requisite majorities (and, if not, whether or not the Scheme has lapsed) and giving voting results in relation to the StatPro Meetings.

21

11.3 Court Meeting The Court Meeting is being held at the direction of the Court and has been convened to enable the Scheme Shareholders to consider and, if thought fit, approve the Scheme. At the Court Meeting, voting will be by poll and each Scheme Shareholder present (in person or by proxy) will be entitled to one vote for each Scheme Share held by him.

The approval required at the Court Meeting is the approval of a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. You are therefore strongly urged to complete, sign and return your Forms of Proxy or transmit a proxy instruction (either electronically or through CREST) as soon as possible.

11.4 General Meeting The General Meeting has been convened to enable all StatPro Shareholders to consider and, if thought fit, approve a Resolution to authorise:

l the StatPro Directors to effect the Scheme;

l certain amendments to the StatPro Articles (as described below); and

l subject to the Scheme becoming Effective, the re-registration of StatPro as a private limited company.

The Resolution will require votes in favour of not less than 75 per cent. of the votes cast by StatPro Shareholders voting in person or by proxy at the General Meeting in order to be passed.

The Resolution, if passed, will authorise certain amendments to the StatPro Articles required in connection with the Scheme. The proposed amendments will provide, amongst other things, that, subject to the implementation of the Scheme, any StatPro Shares issued to any person (other than Bidco or its nominee(s)) on or after the Scheme Record Time will be immediately transferred to Bidco, in consideration of the payment of the same consideration per StatPro Share as was due to a holder of Scheme Shares under the Scheme. This will avoid any person (other than Bidco or its nominee(s)) being left with StatPro Shares after the Scheme Record Time. The proposed changes to the StatPro Articles are contained in the notice of the General Meeting set out in Part 10 of this document.

11.5 Entitlement to vote at the StatPro Meetings Each holder of Scheme Shares whose name appears on the register of members of StatPro at the Voting Record Time will be entitled to attend and vote at the Court Meeting. Each holder of StatPro Shares whose name appears on the register of members of StatPro at 6.00 p.m. on 19 October 2019 will be entitled to attend and vote at the General Meeting. If either StatPro Meeting is adjourned, only those Scheme Shareholders (in the case of the Court Meeting) and StatPro Shareholders (in the case of the General Meeting) on the register of members of StatPro at 6.00 p.m. on the day which is two days before the adjourned meeting will be entitled to attend and vote.

Each StatPro Shareholder is entitled to appoint a proxy or proxies to attend and, on a poll, to vote instead of him or her. A proxy need not be a StatPro Shareholder. Please see paragraph 12 of this Part 2 of this document for further information on actions to be taken in order to vote at the StatPro Meetings and to appoint proxies.

11.6 Sanction of the Scheme by the Court If the resolutions are passed at the StatPro Meetings, and the other Conditions are satisfied (or where applicable) waived, the Scheme will also require the sanction of the Court. The Court Hearing is expected to be held on 25 October 2019.

22

As soon as possible following the Court Hearing, StatPro shall make an announcement through a RIS stating the decision of the Court and details of whether the Scheme will proceed or has lapsed.

All Scheme Shareholders are entitled to attend the Court Hearing in person or to be represented by Counsel to support or oppose the sanctioning of the Scheme.

Bidco shall undertake to the Court to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this Scheme.

11.7 Conditions The Conditions to the Acquisition and the Scheme are set out in Part 3 of this document. The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the Code, by no later than the Long Stop Date. In summary, the Scheme is conditional, amongst other things, upon:

l the approval of the Scheme at the Court Meeting and at any separate class meeting which may be required by the Court (or any adjournment thereof, by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present, entitled to vote and voting, whether in person or by proxy;

l the Resolution necessary to approve and implement the Scheme as set out in the notice of the General Meeting (including without limitation, to amend the StatPro Articles) being duly passed by the requisite majority required to pass such resolution at the General Meeting or at any adjournment of that meeting;

l the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Bidco and StatPro) and delivery, by no later than the Long Stop Date, of a copy of the Court Order to the Registrar of Companies; and

l the other Conditions not otherwise identified above (but set out in Part 3 of this document) either being satisfied or, with the exception of certain Conditions which are not capable of waiver, waived.

If the Condition that the Scheme must become unconditional and effective on or before the Long Stop Date or any Condition referred to in paragraph 1 of Part 3 of this document, is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a RIS as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, waived that Condition or, with the agreement of StatPro, specified a new date by which that Condition must be satisfied.

11.8 Effective Date The Scheme will become Effective upon the delivery of the Court Order to the Registrar of Companies. This is expected to occur on 29 October 2019.

As soon as practicable on the Effective Date, StatPro or Bidco shall make an announcement through a RIS stating that the Scheme has become Effective.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour).

11.9 Return of documents of title If the Scheme lapses or is withdrawn, all documents of title lodged by any Scheme Shareholder with any Form of Proxy shall be returned to such Scheme Shareholder as soon as practicable (and in any event within 14 days of such lapsing or withdrawal) and to the extent that any securities of StatPro are held in escrow by Link Asset Services in connection with the Scheme, instructions shall be given immediately for the release of such securities.

23

11.10 Modifications and revision The Scheme contains a provision for Bidco and StatPro jointly to consent on behalf of all persons affected to any modification of, or addition to, the Scheme or to any condition approved or imposed by the Court. The Court would be unlikely to approve any modification of, or additions to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of any modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held in these circumstances.

Bidco reserves the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by means of a Takeover Offer. In such event, the Acquisition will be implemented on substantially the same terms subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. of the StatPro Shares to which such offer relates (or such less percentage, being more than 50 per cent. of the StatPro Shares carrying voting rights, as Bidco in its sole discretion may decide), so far as applicable, as those which would apply to the Scheme. The Panel will determine the offer timetable that will apply following any switch to a Takeover Offer to which it consents. Bidco must announce a switch to a Takeover Offer through a RIS. Any such announcement must include:

l details of all changes in terms and conditions of the Acquisition;

l details of any material changes to other details of the Acquisition;

l an explanation of the offer timetable following the switch to a Takeover Offer; and

l an explanation of whether irrevocable undertakings will remain valid following the switch to a Takeover Offer.

Any modification or revision to the Scheme shall be made no later than the date which is 14 days prior to the date of the StatPro Meetings (or any later date to which such meetings are adjourned). The consent of the Panel must be obtained if it is proposed to revise the Scheme (i) less than 14 days prior to the date of the StatPro Meetings (or any later date to which such meetings are adjourned) or (ii) following the StatPro Meetings.

12. Action to be taken Notices of the Court Meeting and the General Meeting are set out in Parts 9 and 10 of this document. You will also find enclosed with this document:

l a WHITE Form of Proxy for use at the Court Meeting;

l a YELLOW Form of Proxy for use at the General Meeting; and

l a reply-paid envelope for use in the United Kingdom.

Whether or not you plan to attend the StatPro Meetings, please complete the Forms of Proxy in accordance with the instructions printed on them and to return them to: Link Asset Services at The Registry, PXS, 34 Beckenham Road, Beckenham, BR3 4TU as soon as possible and, in any event, so as to be received by no later than:

l 10.00 a.m. on 19 October 2019 in the case of the WHITE Form of Proxy for the Court Meeting; and

l 10.15 a.m. on 19 October 2019 in the case of the YELLOW Form of Proxy for the General Meeting,

(or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting). A reply-paid envelope has been provided for use in the United Kingdom only. The Scheme requires approval at both the Court Meeting and the General Meeting.

If the WHITE Form of Proxy for the Court Meeting is not received by Link Asset Services by 10.00 a.m. on 19 October 2019, it may be handed to the Chairman of the Court Meeting before the taking of the poll at the Court Meeting. However, if the YELLOW Form of Proxy for the General Meeting is not received by Link Asset Services by 10.15 a.m. on 19 October 2019, it will be invalid.

24

If you hold your StatPro Shares in CREST, you may vote using the CREST voting service in accordance with the procedures set out in the CREST Manual via CREST (please also refer to the accompanying notes on the notices of the StatPro Meetings set out in Parts 9 and 10 of this document and in the Forms of Proxy).

Proxies submitted electronically through CREST must be sent as soon as possible, and in any event, so as to be received by no later than 10.00 a.m. on 19 October 2019 in the case of the Court Meeting and by no later than 10.15 a.m. on 19 October 2019 in the case of the General Meeting (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

StatPro Shareholders entitled to attend and vote at the StatPro Meetings may appoint a proxy electronically by logging on to www.signalshares.com and entering “StatPro” in the box provided. “StatPro” will be presented on the next screen and you should click on this. Once you have clicked on this, you should follow the prompts on the screen by entering your surname, investor code (which can be found in your share certificate), postcode, email address and selecting a password. Once you have registered, you will have the opportunity to appoint a proxy online. For an electronic proxy to be valid, your appointment must be received by Link Asset Services no later than 48 hours before the time and date set for the relevant meeting.

The Court Meeting and the General Meeting will be held at Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT at 10.00 a.m. and 10.15 a.m. respectively, on 21 October 2019.

If you propose to attend the StatPro Meetings, please detach from the Forms of Proxy and bring with you the attendance slip to assist your admission.

Completing and returning the Forms of Proxy, completing and transmitting a CREST Proxy Instruction or appointing a proxy electronically will not prevent you from attending and voting in person at the StatPro Meetings, or any adjournment of the StatPro Meetings, if you so wish and are so entitled.

It is particularly important that as many votes as possible are cast at the Court Meeting so that the Court may be satisfied that there is a fair representation of Scheme Shareholder opinion. You are therefore strongly urged to return your Forms of Proxy or transmit a proxy instruction (either electronically or through CREST) as soon as possible.

13. Settlement and share certificates Subject to the Scheme becoming Effective, settlement of the consideration to which any Scheme Shareholder is entitled under the Scheme will be effected within 14 days of the Effective Date in the manner set out below.

Except with the consent of the Panel or as provided by the terms of the Scheme, settlement of consideration to which any Scheme Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other analogous right to which Bidco may otherwise be, or claim to be, entitled against such Scheme Shareholder.

13.1 Consideration where Scheme Shares are held in uncertificated form (that is, in CREST) A Scheme Shareholder who holds Scheme Shares at the Scheme Record Time in uncertificated form will receive any consideration to which it is entitled under the Scheme through CREST by Bidco procuring the creation of an assured payment obligation in favour of the appropriate CREST account through which the relevant Scheme Shareholder holds such uncertificated Scheme Shares in respect of the consideration due to him.

As at the close of trading on the last day of dealings in StatPro Shares prior to the Effective Date, there may be unsettled, open trades for the sale and purchase of StatPro Shares within CREST. Scheme Shares that are the subject of such unsettled trades will be treated under the Scheme in the same way as any other Scheme Share registered in the name of the relevant seller under that trade. Consequently, those Scheme Shares will be transferred under the Scheme and the seller will receive the appropriate consideration in accordance with the terms of the Scheme.

25

As from the Effective Date, each holding of Scheme Shares credited to any stock account in CREST shall be disabled and all Scheme Shares will be removed from CREST in due course thereafter.

Bidco reserves the right to pay all or any part of the consideration referred to above to all or any Scheme Shareholder(s) who hold(s) Scheme Shares in uncertificated form at the Scheme Record Time in the manner referred to in paragraph 13.2 of this Part 2 if, for reasons outside its reasonable control, it is not able to effect settlement in uncertificated form in accordance with this paragraph 13.1.

13.2 Consideration where Scheme Shares are held in certificated form Settlement of the consideration in respect of Scheme Shares held in certificated form at the Scheme Record Time shall be despatched:

l by first-class post (or international standard post, if overseas), by cheque drawn on a branch of a UK clearing bank; or

l by such other method as may be approved by the Panel.

All such cash payments shall be made in pounds sterling. Payments made by cheque shall be payable to the Scheme Shareholders concerned. Cheques shall be despatched as soon as practicable and within 14 days after the Effective Date to the persons entitled thereto at their respective addresses as appearing in the register of members of StatPro at the Scheme Record Time, or in the case of joint holders, at the address of that member that stands first in the register of members in respect of that holding. None of StatPro, Bidco or any of their respective nominees or agents shall be responsible for any loss or delay in the transmission of cheques sent in this way, and such cheques shall be sent at the risk of the person entitled thereto.

On the Effective Date, each certificate representing a holding of StatPro Shares in the name of someone other than Bidco will cease to be valid. Following settlement of the consideration to which Scheme Shareholders are entitled under the Scheme, such Scheme Shareholder will be bound on the request of StatPro either (i) to destroy such certificate(s); or (ii) return such certificate(s) to StatPro, or to any person appointed by StatPro for cancellation.

13.3 Consideration where Scheme Shares are acquired by directors or employees of the StatPro Group pursuant to the exercise of options under the StatPro Share Option Plans In the case of Scheme Shares acquired by directors or employees of the StatPro Group on the exercise of options under the StatPro Share Option Plans or StatPro Growth Shares, settlement of the consideration shall be made directly into the relevant director or employee bank account through payroll as soon as reasonably practicable after the Effective Date.

14. Cancellation of admission to trading and re-registration An indicative timetable of principal events setting out, among other things, the expected date of the last day of trading of, and the suspension of dealings in, StatPro Shares on AIM is on page 8 of this document.

The last day of dealings in StatPro Shares on AIM is expected to be the Business Day immediately following the Court Hearing and no transfers will be registered after 5.00 p.m. on that date (other than the registration of StatPro Shares released, transferred or issued under the StatPro Share Option Plans). StatPro will make an application to the London Stock Exchange for the suspension of dealings in StatPro Shares on AIM with effect from 7.30 a.m. on 29 October 2019.

Prior to the Effective Date, StatPro will make an application to the London Stock Exchange for the cancellation of the admission to trading of the StatPro Shares on AIM.

Following the Scheme becoming Effective, it is also proposed that StatPro be re-registered as a private limited company.

26

15. United Kingdom taxation Your attention is drawn to Part 7 of this document relating to United Kingdom taxation. StatPro Shareholders who are in any doubt about their taxation position or who are resident or otherwise subject to taxation in a jurisdiction outside the United Kingdom are strongly advised to contact an appropriate independent professional tax adviser immediately.

16. Overseas Shareholders This document has been prepared in accordance with English law, the Code, the Market Abuse Regulation, the AIM Rules and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Neither this document nor any of the accompanying documents are intended to, and do not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Copies of this document and any other formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise determined by Bidco and permitted by applicable law and regulation), the Takeover Offer may not be communicated, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, by mail, telephonically or electronically by way of internet or otherwise) of interstate or foreign commerce of, or any facilities of a national, state or securities exchange of, any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or otherwise.

The Acquisition will be subject to the applicable requirements of the Code, the Panel, AIM and the FCA.

17. Further information Your attention is drawn to the full text of the Scheme as set out in Part 6 (The Scheme of Arrangement) of this document.

Your attention is also drawn to the following parts of this document, which are deemed to form part of this explanatory statement: Part 3 (Conditions and further terms of the Acquisition and the Scheme); Part 4 (Financial and Ratings Information); Part 5 (Additional Information); Part 9 (Notice of Court Meeting); and Part 10 (Notice of General Meeting).

Yours faithfully,

Panmure Gordon 27 September 2019

27

Part 3

Conditions and further terms of the Acquisition and the Scheme Part A: Conditions of the Scheme and the Acquisition

The Acquisition is conditional upon the Scheme becoming unconditional and becoming Effective, subject to the Code, by no later than the Long Stop Date or such later date (if any) as Bidco and StatPro may agree and (if required) the Panel and the Court may allow.

1. The Scheme shall be conditional on the following Conditions:

Scheme Approval (a) the approval of the Scheme at the Court Meeting (or at any adjournment of any such meeting)

by a majority in number representing 75 per cent. or more in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy;

(b) the Resolution required to approve and implement the Scheme as set out in the notice of the General Meeting (including, without limitation, to amend the StatPro Articles) being duly passed by the requisite majority required to pass such resolution at the General Meeting or at any adjournment of that meeting; and

(c) the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Bidco and StatPro) and the delivery, by no later than the Long Stop Date, of a copy of the Court Order to the Registrar of Companies.

2. In addition, subject as stated in Part B below and to the requirements of the Panel and in accordance with the Code, the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions have been satisfied or, where relevant, waived:

Other third party clearances (a) no government or governmental, quasi-governmental, supranational, statutory, administrative or

regulatory body or association, institution or agency (including any trade agency) or any court tribunal in any jurisdiction (each a “Relevant Authority”) having taken or instituted or given written notice of any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same) or enacted, made or proposed and there not continuing to be outstanding any statute, regulation, order or decision that would or would reasonably be expected to:

(i) make the Acquisition or other acquisition of StatPro Shares, or control or management of StatPro by Bidco or any member of Wider Bidco Group void, unenforceable or illegal in any jurisdiction or directly or indirectly prohibit or otherwise materially restrict, materially delay or materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge or require material amendment to the terms of, the Scheme or the Acquisition or other acquisition of any StatPro Shares, or control or management of StatPro by Bidco or any member of the Wider Bidco Group;

(ii) require, prevent or materially delay the divestiture (or alter the terms of any proposed divestiture) by the Wider Bidco Group (as a result of or in connection with the Acquisition) or the Wider StatPro Group of all or any material part of their respective businesses, assets or properties or impose any material limitation on their ability to conduct all or any part of their respective businesses and to own, control or manage any of their respective assets or properties;

(iii) impose any limitation on, or result in any material delay in, the ability of any member of the Wider Bidco Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider StatPro Group or on the ability of any member of the Wider StatPro Group to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any other member of the Wider StatPro Group to an extent which

28

is material in the context of the Wider StatPro Group taken as a whole or the Wider Bidco Group taken as a whole or material in the context of the Acquisition (as the case may be);

(iv) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Bidco Group (as a result of or in connection with the Acquisition) or of the Wider StatPro Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider StatPro Group or any member of the Wider Bidco Group owned by a third party (other than in the implementation of the Acquisition);

(v) other than in the implementation of the Acquisition, require the divestiture by any member of the Wider Bidco Group of any shares, securities or other interests in any member of the Wider StatPro Group;

(vi) impose any material limitation on, or result in any material delay in, the ability of any member of the Wider Bidco Group or the Wider StatPro Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Bidco Group and/or the Wider StatPro Group;

(vii) result in any member of the Wider StatPro Group ceasing to be able to carry on business under any name under which it presently does so, to an extent which is material in the context of the Wider StatPro Group taken as a whole or the Wider Bidco Group taken as a whole or material in the context of the Acquisition (as the case may be); or

(viii) otherwise materially and adversely affect the business, assets, financial or trading position or profits of any member of the Wider StatPro Group,

and all applicable waiting and other time periods (including extensions thereof) during which any such Relevant Authority could decide to take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated; provided that, for the avoidance of doubt, this paragraph 2(a) shall not apply to any action taken by a Relevant Authority in relation to a contract or arrangement with a member of the Wider StatPro Group entered into in the ordinary course of its business;

(b) other than in relation to the approvals referred to in paragraph 2(a) above, all material filings, applications and/or notifications which are necessary under applicable legislation or regulation of any relevant jurisdiction having been made and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated and all applicable statutory or regulatory obligations in any jurisdiction having been complied with in each case in respect of the Scheme and the Acquisition or, except pursuant to Chapter 3 of Part 28 of the Companies Act, other acquisition of any shares or other securities in, or control or management of, StatPro or any member of the Wider StatPro Group by any member of the Wider Bidco Group or (except as Disclosed) the carrying on by any member of the Wider StatPro Group of its business;

(c) other than in relation to the approvals referred to in paragraph 2(a) above, all Authorisations which are necessary in any jurisdiction for or in respect of the Acquisition and other acquisition of any StatPro Shares, or control of StatPro, by Bidco or any member of the Wider Bidco Group being obtained on terms and in a form reasonably satisfactory to Bidco from appropriate Relevant Authorities, or (except as Disclosed) from any persons or bodies with whom any member of the Wider StatPro Group has entered into contractual arrangements or material business relationships, and such Authorisations, together with all other Authorisations necessary for any member of the Wider StatPro Group to carry on its business (except as Disclosed) (where the absence of any such Authorisations would be material and adverse in the context of the Acquisition) remaining in full force and effect and no written notice of any intention to revoke, suspend, restrict or modify or not to renew any of the same having been given;

Confirmation of absence of adverse circumstances (d) except as Disclosed, there being no provision of any agreement, arrangement, licence, lease,

franchise, permit or other instrument to which any member of the Wider StatPro Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a result of the implementation of the Acquisition or other acquisition by Bidco or any member of the Wider Bidco Group of any StatPro Shares, or change in the control or management of StatPro, would or would reasonably be expected to result in (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole):

29

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or any grant available to, any such member of the Wider StatPro Group becoming repayable, or capable of being declared repayable, immediately or earlier than the stated repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

(ii) other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any such member of the Wider StatPro Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

(iii) any material rights, assets or interests of any such member of the Wider StatPro Group being or falling to be disposed of or ceasing to be available to any member of the Wider StatPro Group or any right, under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider StatPro Group, being exercised or reasonably likely to be exercised;

(iv) the interest or business of any such member of the Wider StatPro Group in or with any other person, firm or company (or any agreements or arrangements relating to such interest or business) being terminated or adversely modified or affected;

(v) any such member of the Wider StatPro Group ceasing to be able to carry on business under any name under which it presently does so;

(vi) the value of any such member of the Wider StatPro Group or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such agreement, arrangement, licence, lease, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider StatPro Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(viii) any liability of any member of the Wider StatPro Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(ix) the creation or acceleration of any liability (actual or contingent) by any such member of the Wider StatPro Group, other than trade creditors or other liabilities incurred in the ordinary course of business; or

(x) any requirement on any member of the Wider StatPro Group to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent);

and no event having occurred which, under any provision of any agreement, arrangement, licence or other instrument to which any member of the Wider StatPro Group is a party or by or to which any such member or any of its assets is or may be bound or subject, would or would reasonably be expected to result in any events or circumstances as are referred to in this paragraph 2(d) (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

No material transactions, claims or changes in the conduct of the business of the StatPro Group (e) except as Disclosed, no member of the Wider StatPro Group having since 30 June 2019:

(i) issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities or transferred or sold (or agreed to transfer or sell) any shares out of treasury (except, in each case, (a) as between StatPro and its wholly owned subsidiaries or between its wholly owned subsidiaries, or (b) upon, pursuant to or in respect of the exercise of any options or vesting of any awards granted under the StatPro Share Option Plans);

(ii) recommended, declared, paid or made or resolved to recommend, declare, pay or make any bonus, dividend or other distribution, whether payable in cash or otherwise other than dividends or other distributions, whether payable in cash or otherwise, lawfully paid or made by any wholly-owned subsidiary of StatPro to StatPro or any of its wholly-owned subsidiaries;

30

(iii) (except for transactions between StatPro and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) implemented or authorised, or announced its intention to implement or authorise, any merger, demerger, reconstruction, amalgamation, scheme or commitment, acquired or disposed of or transferred, mortgaged or charged, or created any other security interest over, any asset or any right, title or interest in any asset (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(iv) entered into, or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of businesses or corporate entities (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(v) other than pursuant to the Acquisition and except for transactions between StatPro and its wholly owned subsidiaries or between wholly owned subsidiaries of StatPro, implemented or authorised any reconstruction, amalgamation, scheme or other transaction or arrangement with a substantially equivalent effect (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(vi) purchased, redeemed or repaid any of its own shares or other securities or reduced or made or authorised any other change in its share capital (except, in each case, where relevant, (a) as between StatPro and wholly owned subsidiaries of StatPro or between the wholly owned subsidiaries of StatPro, or (b) upon, pursuant to or in respect of the exercise of any options or vesting of any awards granted under the StatPro Share Option Plans);

(vii) made or authorised any change in its loan capital or issued or authorised the issue of any debentures or incurred or increased any indebtedness (except in the ordinary course of business) or contingent liability (except, in each case, where relevant, as between StatPro and wholly owned subsidiaries of StatPro or between the wholly owned subsidiaries of StatPro) (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(viii) entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement (whether in respect of capital expenditure, real estate or otherwise) which is outside the ordinary course of business or which is of a long term, onerous or unusual nature or magnitude or which involves, or would reasonably be expected to involve, an obligation of a nature or magnitude which is materially restrictive on the business of any member of the Wider StatPro Group (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(ix) been unable or deemed unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(x) commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(xi) (other than in respect of a member of the Wider StatPro Group which is dormant and solvent at the relevant time) taken any corporate action or had any legal proceedings started, served or threatened against it or any documents filed or faxed in court for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues or had written notice given of the intention to appoint any of the foregoing to it (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(xii) except in the ordinary course of business, waived, compromised, settled, abandoned or admitted any dispute, claim or counter-claim whether made or potential and whether by or

31

against any member of the Wider StatPro Group (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(xiii) made any material alteration to its constitutional documents (other than the amendments to the StatPro Articles as required in connection with the Acquisition);

(xiv) entered into, or varied the terms of, or terminated or given notice of termination of, in each case except in the ordinary course of business, any service agreement, commitment or arrangement with any director or senior executive of any member of the Wider StatPro Group;

(xv) proposed, agreed to provide, or agreed to modify to any material extent the terms of, any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by any member of the Wider StatPro Group; or

(xvi) entered into any contract, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) to effect, or proposed or announced any intention to effect, any of the transactions, matters or events referred to in this paragraph 2(e) (otherwise than where permitted or referred to in this paragraph 2(e));

(f) except as Disclosed, since 30 June 2019:

(i) no adverse change having occurred, and no circumstances having arisen which would reasonably be expected to result in any adverse change, in the business, assets, financial or trading position or profits of any member of the Wider StatPro Group (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings in any jurisdiction having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider StatPro Group or to which any member of the Wider StatPro Group is a party (whether as claimant or defendant or otherwise) and no investigation by any Relevant Authority or other investigative body against or in respect of any member of the Wider StatPro Group having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider StatPro Group (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider StatPro Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider StatPro Group, in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole;

(iv) no steps having been taken and no omissions having been made which would result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider StatPro Group which is necessary for the proper carrying on of its business, and the withdrawal, cancellation, termination or modification of which would have a material adverse effect on the Wider StatPro Group taken as a whole; and

(v) no contingent or other liability having arisen outside the ordinary course of business which would or would reasonably be expected to adversely affect any member of the Wider StatPro Group (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(g) except as Disclosed, Bidco not having discovered that:

(i) any financial, business or other information concerning the Wider StatPro Group publicly announced on or prior to the Announcement Date at any time by any member of the Wider StatPro Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(ii) there is any information which renders inaccurate any information publicly announced prior to the Announcement Date by or on behalf of any member of the Wider StatPro Group

32

(in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

(iii) any member of the Wider StatPro Group is subject to any liability, contingent or otherwise, other than in the ordinary course of business (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole); or

(iv) there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, re-instate or clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider StatPro Group under any environmental legislation, regulation, notice, circular or order of any Relevant Authority in any jurisdiction (in each case to an extent which is material in the context of the Wider StatPro Group taken as a whole);

Anti-corruption, sanctions and criminal property (h) save as Disclosed, Bidco not having discovered (in each case to an extent which is material in

the context of the Wider StatPro Group taken as a whole) that:

(i) any past or present member, director or officer of the Wider StatPro Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation;

(ii) any asset of any member of the Wider StatPro Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(iii) any past or present member, director or officer of the Wider StatPro Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (a) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the US Office of Foreign Assets Control, or HM Treasury in the UK; or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the European Union or any of its member states; or

(iv) any member of the Wider StatPro Group has been engaged in any transaction with any person targeted by any of the economic sanctions of the United Nations, the US, the European Union or any of its member states which would cause Bidco to be in breach of any law or regulation upon its acquisition of StatPro, including the economic sanctions of the US Office of Foreign Assets Control, or HM Treasury & Customs in the UK; and

No tax advice (i) except as Disclosed, Bidco not having discovered that any member of the Wider StatPro Group

has received any notice, assessment or claim from any tax authority to the effect that:

(i) any such member has advised on or knowingly been involved in any transaction or series of transactions the main purpose, or one of the main purposes, of which was the avoidance of tax, either for itself or any customer of the Wider StatPro Group;

(ii) any such member has advised on or been party to any arrangements that were notifiable under the disclosure of tax avoidance scheme rules provided for in part 7 of the Finance Act 2004, Schedule 11A VAT 1994 or Schedule 17 of the Finance (No.2) Act 2017 (and, in each case, related regulations), either for itself of any customer of the Wider StatPro Group and which were not so notified;

(iii) any such member has advised on or taken any action as a result of which it could be treated as having enabled abusive tax arrangements within the meaning of Schedule 16 Finance (No.2) Act 2017; or

(iv) any circumstances have arisen which would result in any such member being guilty of an offence under section 45 or section 46 of the Criminal Finances Act 2017.

33

Part B: Certain further terms of the Acquisition

1. Bidco reserves the right (subject to the requirements of the Code and the Panel) to waive, in whole or in part, the Conditions in paragraph 2 of Part A of this Part 3.

2. If Bidco is required by the Panel to make an offer for StatPro Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

3. The Acquisition shall lapse unless all the above Conditions in paragraphs 1(a), 1(b), 1(c) and 2 of Part A of this Part 3 have been fulfilled or, where permitted, waived by 11:59 p.m. on the date immediately preceding the date of the Court Hearing. Such date may not be further extended, other than with the agreement of Bidco, StatPro and the Panel.

4. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in paragraph 2 of Part A of this Part 3 by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

5. Under Rule 13.5 of the Code, Bidco may not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. The Conditions contained in paragraph 1 of Part A of this Part 3 are not subject to this provision of the Code.

6. The StatPro Shares to be acquired under the Acquisition shall be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the Announcement Date. Accordingly, insofar as any dividend or other distribution or return of value is authorised, declared, made or paid in respect of StatPro Shares on or after the Announcement Date and prior to the Effective Date, Bidco reserves the right to reduce the Acquisition Price by the amount of any such dividend or other distribution except where the StatPro Shares are or will be acquired pursuant to the Scheme on a basis which entitles Bidco to receive the dividend, distribution or return of value and to retain it.

7. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the Restricted Jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

8. Bidco reserves the right, subject to the prior consent of the Panel, to implement the Acquisition by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in acquisition method. In the event that the Acquisition is implemented by way of a Takeover Offer, the StatPro Shares acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any).

9. The Acquisition is governed by English law and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Part 3 and those terms which will be set out in the Scheme Document. The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange and the FCA.

10. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

34

11. The Acquisition shall lapse, and shall no longer bind Scheme Shareholders or Bidco if:

(a) in so far as the Acquisition or any matter arising from or relating to the Acquisition constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or

(b) in so far as the Acquisition or any matter arising from the Acquisition does not constitute a concentration with a Community dimension within the scope of the Regulation, the Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA Phase 2 Reference,

in each case, before the date of the Court Meeting.

35

Part 4

Financial and Ratings Information

Part A

Section 1: Financial information relating to StatPro The following information is incorporated into this document by reference pursuant to Rule 24.15 of the Code:

l the unaudited consolidated accounts of StatPro for the half-year ended 30 June 2019 set out in pages 10 to 25 (both inclusive) in the Company’s half year report for the financial year ended 31 December 2019 available from StatPro’s website at https://www.statpro.com/investors/;

l the audited consolidated accounts of StatPro for the financial year ended 31 December 2018 set out in pages 52 to 107 (both inclusive) in the Company’s annual report for the financial year ended 31 December 2018 available from StatPro’s website at https://www.statpro.com/investors/; and

l the audited consolidated accounts of StatPro for the financial year ended 31 December 2017 set out in pages 48 to 103 (both inclusive) in the Company’s annual report for the financial year ended 30 December 2017 available from StatPro’s website at https://www.statpro.com/investors/.

Section 2: StatPro ratings and outlooks There are no ratings or outlooks publicly accorded to StatPro.

Section 3: Financial information relating to the Confluence Group For the last financial year to 31 December 2018, Confluence had approximately $53.9 million of consolidated revenue and $13.0 million in EBITDA. Confluence does not publish accounts or other financial statements.

Section 4: Effect of the Scheme becoming Effective on Bidco The Acquisition will result in the earnings, assets and liabilities of StatPro being consolidated with the earnings, assets and liabilities of Bidco.

Section 5: Confluence Group ratings and outlooks There are no ratings or outlooks publicly accorded to any member of the Confluence Group.

Part B

Section 1: No incorporation of website information Save as expressly referred to herein, neither the contents of the websites referred to in this document nor the contents of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this document.

Section 2: Hard copies of documents incorporated by reference Please see the information under the heading “Publication on websites and availability of hard copies” on page 4 of this document for details of how to request a hard copy of any of the documents incorporated by reference into this document.

36

Part 5

Additional Information

1. Responsibility 1.1 The StatPro Directors, whose names are set at paragraph 2.1 of this Part 5, each accept responsibility

for the information contained in this document (including any expressions of opinion) other than the information (and expressions of opinion) contained in this document for which responsibility is taken by the Confluence Directors and Bidco Directors pursuant to paragraphs 1.2 and 1.3 below. To the best of the knowledge and belief of the StatPro Directors (who have taken all reasonable care to ensure that such is the case), the information (including any expressions of opinion) contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.2 The Confluence Directors, whose names are set at paragraph 2.2 of this Part 5, each accept responsibility for the information (and expressions of opinion) contained in this document relating to Bidco, Confluence, the Confluence Group, the Confluence Directors and members of their immediate families, related trusts and persons connected with them including, without limitation, information relating to Bidco’s and Confluence’s strategy and future intentions for StatPro. To the best of the knowledge and belief of the Confluence Directors (who have taken all reasonable care to ensure that such is the case), the information (including any expressions of opinion) contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.3 The Bidco Directors, whose names are set at paragraph 2.3 of this Part 5, each accept responsibility for the information (and expressions of opinion) contained in this document relating to Bidco, the Bidco Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Bidco Directors (who have taken all reasonable care to ensure that such is the case), the information (including any expressions of opinion) contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.4 The TA Responsible Persons, whose names are set at paragraph 2.4 of this Part 5, each accept responsibility for the information (and expressions of opinion) contained in this document relating to TA Associates, the TA Funds and themselves and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the TA Responsible Persons (who have taken all reasonable care to ensure that such is the case), the information (including any expressions of opinion) contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Directors 2.1 The StatPro Directors and their respective positions are set out below:

Name Function

Justin Wheatley Group Chief Executive Rory Curran Non-Executive Chairman Andrew Fabian Group Finance Director Mark Adorian Non-Executive Director Jane Tozer Non-Executive Director David Courtley Non-Executive Director

2.2 The Confluence Directors and their respective positions are set out below:

Name Function

Mark S. Evans Chief Executive Officer John W. Meeks Director Darlene T. DeRemer Director Kenneth T. Schiciano Director

37

The principal business address of the Confluence Directors is Nova Tower One, One Allegheny Square – Suite 800, Pittsburgh, PA 15212-5346, USA.

2.3 The Bidco Directors and their respective positions are set out below:

Name Function

Mark S. Evans Director Frederick Winston Director

The service address of each of the Bidco Directors is 50 Gresham Street, London EC2V 7AY.

2.4 The TA Responsible Persons and their respective positions are set out below:

Name Function

John W. Meeks Managing Director Kenneth T. Schiciano Managing Director

3. StatPro Shares, StatPro Share Option Plans and StatPro Growth Shares At the close of business on the Last Practicable Date, the following StatPro Shares were in issue and options in respect of StatPro Shares under the StatPro Share Option Plans were outstanding:

l StatPro Shares in issue: 65,869,937;

l StatPro Growth Shares in issue: 1,080,000 of which there are 360,000 A shares, 360,000 B shares and 360,000 C shares;

l StatPro Shares held in treasury: 3,033,713; and

l Options in respect of StatPro Shares outstanding under the StatPro Share Option Plans: 4,818,435, all of which are expected to vest and become exercisable (to the extent already not so) if the Court sanctions the Scheme.

4. Market quotations The following table sets out the Closing Price for StatPro Shares on the first Business Day in each of the six months immediately before the date of this document, on 19 September 2019 (being the last Business Day prior to the Announcement Date) and on the Last Practicable Date:

Date Closing Price (pence)

26 September 2019 227.0 19 September 2019 148.5 2 September 2019 152.0 1 August 2019 147.5 1 July 2019 143.0 3 June 2019 132.5 1 May 2019 129.0 1 April 2019 111.0

5. Disclosure of interests and dealings 5.1 Definitions and references

For the purposes of this paragraph 5.1:

“acting in concert” with StatPro or Bidco, as the case may be, means any such person acting or deemed to be acting in concert with StatPro or Bidco, as the case may be, for the purposes of the Code;

“arrangement” includes any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature relating to relevant securities of StatPro which may be an inducement to deal or refrain from dealing;

“connected adviser” has the meaning given to it in the Code;

38

“connected person” means, in relation to any person who is a director of a company, any other person whose interests in shares the director is taken to be interested in pursuant to Part 22 of the Companies Act 2006 and related regulations;

ownership or control of 20 per cent. or more of the equity share capital of a company is regarded as the test of associated company status and “control” means an interest or interests in shares carrying in aggregate 30 per cent. or more of the “voting rights” of a company, irrespective of whether the holding or holdings gives de facto control;

“dealing” or “dealt” means:

l acquiring or disposing of relevant securities, of the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to relevant securities or of general control of relevant securities;

l taking, granting, acquiring, disposing of, entering into, closing out, terminating, exercising (by either party) or varying an option (including a traded option contract) in respect of any relevant securities;

l subscribing or agreeing to subscribe for relevant securities;

l exercising or converting, whether in respect of any new or existing securities, or any relevant securities carrying conversion or subscription rights;

l acquiring, disposing of, entering into, closing out, exercising (by either party) of any rights under, or varying, a derivative referenced, directly or indirectly, to relevant securities;

l entering into, terminating or varying the terms of any agreement to purchase or sell relevant securities; and

l any other action resulting, or which may result, in an increase or decrease in the number of relevant securities in which a person is interested or in respect of which he has a short position;

“derivative” includes any financial product the value of which, in whole or in part, is determined directly or indirectly by reference to the price of an underlying security;

“disclosure period” means the period which began on 20 September 2018 (the date 12 months prior to the commencement of the Offer Period) and ended on the Last Practicable Date;

“relevant securities” means:

l StatPro Shares and any other securities of StatPro conferring voting rights;

l the equity share capital of any member of the Confluence Group; and

l securities of StatPro and any member of the Confluence Group carrying conversion or subscription rights into any of the foregoing;

“short position” means any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery;

“voting rights” means all the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting of that company. Except for treasury shares, any shares which are subject to:

l restriction on the exercise of voting rights:

o in an undertaking or agreement by or between a shareholder and the company or a third party; or

o arising by law or regulation; or

l a suspension of voting rights implemented by means of the company’s articles of association or otherwise,

will normally be regarded as having voting rights which are currently exercisable at a general meeting;a person has an “interest” or is “interested” in relevant securities if he has a long economic exposure, whether absolute or conditional, to changes in the price of those securities (but not if he only has a short position in such securities) and in particular if:

l he owns them;

39

l he has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or has general control of them;

l by virtue of any agreement to purchase, option or derivative he:

o has the right or option to acquire them or call for their delivery; or

o is under an obligation to take delivery of them,

whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or

l he is party to any derivative:

o whose value is determined by reference to their price; and

o which results, or may result, in his having a long position in them; and

“close relatives”, “exempt principal trader”, “exempt fund manager” and “securities” have the meanings given to them by the Code.

5.2 Interests, rights to subscribe and short positions in relevant securities of StatPro As at the last day of the disclosure period, the StatPro Directors were interested in the following StatPro Shares:

Name Number of StatPro Shares

Justin Wheatley 6,836,912 Rory Curran 39,689 Andrew Fabian 314,647 Mark Adorian 3,136,198 Jane Tozer 47,065 David Courtley 29,627

As at the last day of the disclosure period, the following StatPro Directors were interested in the following StatPro Growth Shares and outstanding options under the StatPro Share Option Plans:

Number of options under Number of StatPro Growth

Name StatPro Share Option Plans Shares

Justin Wheatley 1,204,854 100,000 A shares 100,000 B shares 100,000 C shares

Andrew Fabian 375,464 33,333 A shares 33,333 B shares 33,333 C shares

5.3 General Save as disclosed in this paragraph 5, as at the end of the disclosure period:

(a) neither Confluence, Bidco, the Bidco Directors, the Confluence Directors nor (in the case of the Bidco Directors and Confluence Directors) any of their close relatives, related trusts or connected persons, nor any other person acting in concert with Bidco or Confluence, nor any person with whom Bidco or Confluence, or any person acting in concert with Bidco or Confluence had an arrangement, was interested in, had any right to subscribe for, or had any short position in relation to, any relevant securities of StatPro nor had any such person dealt in any relevant securities of StatPro during the disclosure period;

(b) neither StatPro, nor any of the StatPro Directors, nor (in the case of the StatPro Directors) any of their close relatives, related trusts or connected persons, nor any person acting in concert with StatPro, nor any person with whom StatPro or any person acting in concert with StatPro had an arrangement, was interested in, had any right to subscribe for, or had any short position in relation to, any relevant securities of StatPro and nor had any such person dealt in any relevant securities of StatPro in the period commencing on the first day of the Offer Period and ending on the last day of the disclosure period;

40

(c) neither StatPro, nor any of the StatPro Directors, nor (in the case of the StatPro Directors) any of their close relatives, related trusts or connected persons, was interested in, had any right to subscribe for, or had any short position in relation to, any relevant securities of Confluence or Bidco and nor had any such person dealt in any relevant securities of Confluence or Bidco in the period commencing on the first day of the Offer Period and ending on the last day of the disclosure period;

(d) neither StatPro, Bidco, Confluence, nor any person acting in concert with StatPro, Bidco or Confluence had borrowed or lent (including for these purposes any financial collateral arrangements of a kind referred to in Note 4 on Rule 4.6) any relevant securities in StatPro (save for any borrowed shares which have been either on-lent or sold); and

(e) save for the irrevocable undertakings and letters of intent described in paragraph 8 of this Part 5, there is no arrangement relating to relevant securities in StatPro which exists between Bidco, Confluence or any person acting in concert with Bidco or Confluence and any other person, nor between StatPro or any person acting in concert with StatPro and any other person.

5.4 Interests in Bidco (a) Mark S. Evans and the following TA Invested Funds each hold a direct interest of more than 5 per

cent. of the capital of Cobra Parent Holdings LLC, the holding company of the Confluence Group: TA XII-A, L.P., TA XII-B, L.P., TA Atlantic and Pacific VII-A L.P. and TA Atlantic and Pacific VII-B L.P.

(b) On or around the Effective Date, it is proposed that the TA Invested Funds invest £52.5 million in Cobra Parent Holdings LLC, the holding company of the Confluence Group, to finance part of the aggregate consideration payable by Bidco pursuant to the Acquisition, such that Bidco would not need to draw on the letter of credit summarised at paragraph 9.2 below.

(c) Following completion of the proposed investment described in paragraph 5.4(b) above, it is expected that, following the Effective Date, Mark S. Evans and the following TA Invested Funds will each hold a direct interest of more than 5 per cent. of the issued capital of Cobra Parent Holdings LLC, the holding company of the Confluence Group: TA XII-A, L.P., TA XII-B, L.P., TA Atlantic and Pacific VII-A L.P. and TA Atlantic and Pacific VII-B L.P.

6. Service contracts and letters of appointment of the StatPro directors The following directors have entered into service agreements or letters of appointment (as appropriate) with StatPro as summarised below. No service agreement or letter of appointment was entered into or amended in the six month period prior to the date of this document.

6.1 Justin Wheatley The terms of Justin Wheatley’s service agreement as group chief executive officer of StatPro are summarised below:

(a) Justin Wheatley was engaged as group chief executive officer of StatPro under a services agreement effective from 6 April 2018.

(b) Mr Wheatley’s service agreement may be terminated with immediate effect by StatPro for various reasons, including, but not limited to, him committing any material breach of the services agreement, committing an act of gross misconduct or serious incompetence or being convicted of any criminal offence (other than an offence under road traffic legislation). Mr Wheatley’s service agreement may also be terminated by at least 12 months’ written notice by either party. StatPro may opt at its discretion to make a payment in lieu of notice to Mr Wheatley equivalent to basic salary plus the cost to the Company of providing any benefits to which Mr Wheatley is entitled.

(c) Mr Wheatley receives a salary of £400,000 per annum, plus out-of-pocket expenses necessarily incurred by him in the performance of his duties. He may be awarded a bonus at any time at the absolute discretion of the StatPro Board. In addition, Mr Wheatley is entitled to participate in, at StatPro’s expense, any life assurance scheme, private medical insurance scheme and permanent health insurance scheme that StatPro operates from time to time.

41

(d) Mr Wheatley is entitled to participate in the StatPro Share Option Plans at the discretion of the Remuneration Committee of StatPro. He is entitled to 30 days paid holiday per annum and, in the event of termination of his appointment, will be entitled to holiday pay in respect of holiday which has accrued but not been taken, calculated pro rata for each completed calendar month of service in that year.

(e) StatPro has the benefit of certain restrictive covenants which apply for periods of either 6 or 12 months after termination of Mr Wheatley’s employment. In addition, Mr Wheatley is bound by indefinite confidentiality provisions.

6.2 Rory Curran The terms of Rory Curran’s letter of appointment as non-executive chairman of StatPro are summarised below:

(a) Rory Curran was engaged as a non-executive director under a letter of appointment dated 19 May 2016.

(b) Mr Curran’s appointment is subject to the terms of the StatPro Articles, which includes provisions for retirement by rotation approximately every three years. If the StatPro Shareholders do not confirm re-appointment at a general meeting in accordance with the StatPro Articles, Mr Curran’s appointment will terminate automatically at the end of that general meeting.

(c) Mr Curran receives a fee of £50,000 per annum as a non-executive director. He is reimbursed for all reasonable and properly documented expenses that are incurred by him in performance of his duties.

(d) Mr Curran is bound by indefinite confidentiality provisions.

6.3 Andrew Fabian The terms of Andrew Fabian’s service agreement as group finance director of StatPro are summarised below:

(a) Andrew Fabian was engaged as group finance director of StatPro under a services agreement effective from 17 July 2000.

(b) Mr Fabian’s service agreement may be terminated with immediate effect by StatPro for various reasons, including, but not limited to, him committing any material breach of the services agreement, committing an act of gross misconduct or incompetence or being convicted of any criminal offence (other than an offence under road traffic or environmental legislation). Mr Fabian’s service agreement may also be terminated by at least 12 months’ written notice by either party. StatPro may opt at its discretion to make a payment of salary in lieu of notice to Mr Fabian.

(c) Mr Fabian receives a salary of £170,000 per annum, plus out-of-pocket expenses necessarily incurred by him in the performance of his duties. He may be awarded a bonus at any time at the absolute discretion of the Remuneration Committee of StatPro. In addition, Mr Fabian is entitled to participate in, at StatPro’s expense, any private medical insurance scheme StatPro operates from time to time and is entitled to a company car allowance of £5,000 per annum.

(d) Mr Fabian is entitled to participate in the StatPro Share Option Plans at the discretion of the Remuneration Committee of StatPro. StatPro shall pay a sum equivalent to 10 per cent. of his monthly salary into a personal pension scheme selected by Mr Fabian. He is entitled to 25 days paid holiday per annum and, in the event of termination of his appointment, will be entitled to holiday pay in respect of holiday which has accrued but not been taken, calculated pro rata for each completed calendar month of service in that year.

(e) StatPro has the benefit of certain restrictive covenants which apply for a period of 12 months after termination of Mr Fabian’s employment. Mr Fabian is bound by indefinite confidentiality provisions.

6.4 Mark Adorian The terms of Mark Adorian’s letter of appointment as a non-executive director of StatPro are summarised below:

42

(a) Mark Adorian was engaged as a non-executive director under a letter of appointment dated 16 January 2002.

(b) Mr Adorian’s appointment is subject to the terms of the StatPro Articles, which includes provisions for retirement by rotation approximately every three years. If the StatPro Shareholders do not confirm re-appointment at a general meeting in accordance with the StatPro Articles, Mr Adorian’s appointment will terminate automatically at the end of that general meeting.

(c) Mr Adorian receives a fee of £40,000 per annum as a non-executive director. He is reimbursed for all reasonable and properly documented expenses that are incurred by him in performance of his duties.

(d) Mr Adorian is bound by indefinite confidentiality provisions.

6.5 Jane Tozer

The terms of Jane Tozer’s letter of appointment as a non-executive director of StatPro are summarised below:

(a) Jane Tozer was engaged as a non-executive director under a letter of appointment dated 21 September 2012.

(b) Ms Tozer’s appointment is subject to the terms of the StatPro Articles, which includes provisions for retirement by rotation approximately every three years. If the StatPro Shareholders do not confirm re-appointment at a general meeting in accordance with the StatPro Articles, Ms Tozer’s appointment will terminate automatically at the end of that general meeting.

(c) Ms Tozer receives a fee of £45,000 per annum as a non-executive director. She is reimbursed for all reasonable and properly documented expenses that are incurred by her in performance of her duties.

(d) Ms Tozer is bound by indefinite confidentiality provisions.

6.6 David Courtley The terms of David Courtley’s letter of appointment as a non-executive director of StatPro are summarised below:

(a) David Courtley was engaged as a non-executive director under a letter of appointment dated 19 May 2016.

(b) Mr Courtley’s appointment is subject to the terms of the StatPro Articles, which includes provisions for retirement by rotation approximately every three years. If the StatPro Shareholders do not confirm re-appointment at a general meeting in accordance with the StatPro Articles, Mr Courtley’s appointment will terminate automatically at the end of that general meeting.

(c) Mr Courtley receives a fee of £45,000 per annum as a non-executive director. He is reimbursed for all reasonable and properly documented expenses that are incurred by him in performance of his duties.

(d) Mr Courtley is bound by indefinite confidentiality provisions.

7. Material contracts During the period beginning on the date falling two years before the commencement of the Offer Period and ending on the Last Practicable Date, Confluence, Bidco and StatPro and their respective subsidiaries, as applicable, entered into the following material contracts (other than contracts entered into in the ordinary course of business).

7.1 StatPro material contracts ODDO BHF Asset Purchase and Transfer Agreement

On 28 June 2018, StatPro (Deutschland) GmbH (“StatPro Germany”) and StatPro Limited (each subsidiaries of StatPro) and ODDO BHF Aktiengesellschaft (“ODDO”) entered into an asset purchase and transfer agreement (the “ODDO APTA”) pursuant to which StatPro Germany acquired certain assets that comprised the regulatory risk services business of ODDO (the “Risk Services Business”).

43

The Risk Services Business was purchased by StatPro Germany pursuant to the terms of the ODDO APTA for a total aggregate purchase price of up to EUR 1,700,000 that was payable by StatPro Germany in cash in two tranches: (i) an initial cash instalment of EUR 1,000,000 that was payable no later than 5 July 2018 and (ii) a second cash instalment that was payable no later than 2 January 2019 of up to EUR 700,000 (less an aggregate amount attributed to any transferring contracts that had been duly terminated on or before 30 June 2018).

Performance of the obligations of StatPro Germany pursuant to the terms of the ODDO APTA are guaranteed by StatPro Limited.

The ODDO APTA is governed by the laws of the Federal Republic of Germany and contains customary guarantees, undertakings, covenants and indemnities for a transaction of this nature.

ECPI Sale and Purchase Agreement

On 11 June 2019, StatPro Italia S.r.l. (“StatPro Italia”) (a subsidiary of StatPro), StatPro and ECPI Group Srl (“ECPI Group”) entered into a sale and purchase agreement pursuant to which StatPro Italia acquired, subject to the satisfaction of certain conditions, the environmental, social and governance research and index business unit (the “ECPI Business”) from ECPI Group (the “ECPI SPA”).

The ECPI Business was acquired by StatPro Italia for an initial cash consideration of EUR 900,000 that was payable on 1 July 2019, at completion of the acquisition. Further deferred consideration of up to EUR 10,000,000 is payable by StatPro Italia to ECPI Group in March 2022 (the “Deferred Consideration”). The Deferred Consideration will be calculated by multiplying: a) the difference between the ARR of the ECPI Business at the date of completion of the acquisition and 31 December 2021, calculated on a homogeneous basis, by b) the applicable multiple based on the EBIDTA of the ECPI Business.

Performance of the obligations of StatPro Italia pursuant to the terms of the ECPI SPA are guaranteed by StatPro.

The ECPI SPA is governed by the laws of Italy and contained customary representations, warranties, undertakings, covenants and indemnities for a transaction of this nature.

Wells Fargo Financing Arrangements

On 15 April 2019, StatPro and certain of its subsidiaries (the “StatPro Borrowers”) and Wells Fargo Bank (“Wells Fargo”) entered into an amendment and restatement agreement (the “2019 Facility Agreement”) relating to the terms of an existing facility agreement originally entered into between the StatPro Borrowers and Wells Fargo on 6 July 2015.

Pursuant to the 2019 Facility Agreement, Wells Fargo has agreed to provide the StatPro Borrowers with facilities totalling approximately £49.1 million, comprising of:

l a £10 million committed revolving credit facility;

l £29.1 million of committed term and deferred drawdown multi-currency loans; and

l a £10 million uncommitted additional facility,

(together, the “2019 Facility”).

Subject to StatPro’s compliance with certain agreed covenants in favour of Wells Fargo, the 2019 Facility has a five year term ending on 15 April 2024 and is available for use by the StatPro Borrowers in connection with acquisitions, share buy-backs and general corporate purposes.

7.2 Bidco material contracts Joinder Agreement

Bidco was incorporated on 13 September 2019 for the purpose of the Acquisition. As a result it has not entered into any material contract in its existence other than a joinder agreement dated 20 September 2019 between Bidco and Golub Capital LLC pursuant to which Bidco joined the credit

44

agreement dated 13 March 2018 (as amended) between Golub Capital LLC and Confluence as described further below in paragraph 9.

7.3 Confluence material contracts TA Agreement and Plan of Merger

On 13 March 2018, the majority owners of Confluence entered into an agreement and plan of merger with TA Associates pursuant to which TA Associates became the majority owner of Confluence.

The agreement is governed by the laws of the state of Delaware and contains customary guarantees, undertakings and covenants.

Golub Financing Arrangements

On 13 March 2018, Confluence and Golub Capital LLC (“Golub”) among others entered into a credit agreement relating to the terms of a facility agreement pursuant to which Golub made available to Confluence a revolving credit facility of $7.5 million and a term credit facility of $75 million. Subject to Confluence’s compliance with certain agreed covenants, the credit agreement has a six (6) year term and is available for use by Confluence in connection with acquisitions and general corporate purposes.

This credit agreement has been amended twice: initially on 27 March 2018 and again on 20 September 2019 in connection with the Acquisition.

See paragraph 9 (Financing arrangements relating to Bidco) below for further details.

Share Purchase Agreement with Mr. Phillippe Vandooren

On 5 October 2018, Bay City Holdings Ltd and Confluence Technologies, Inc. entered into a share purchase agreement with Mr. Phillippe Vandooren pursuant to which Confluence sold a wholly-owned subsidiary, Confluence International Analytics SA (a private company headquartered in Belgium) to Mr. Vandooren. The total value of the assets sold to Mr. Vandooren accounted for less than 5 per cent. per of Confluence’s total consolidated annual revenue in 2018.

Confidentiality Agreement with StatPro

See paragraph 7.4 below for details.

7.4 Acquisition-related arrangements Confidentiality Agreement

On 11 September 2019, Confluence and StatPro entered into a confidentiality agreement in relation to the Acquisition, pursuant to which each of Confluence and StatPro undertook, subject to certain exceptions, to keep information relating to the other party (the “Disclosing Party”) and the Acquisition confidential, to use such information solely for the agreed purposes in connection with the Acquisition and not to disclose such information to third parties. The obligations of Confluence and StatPro under the confidentiality agreement terminate on the earlier of (i) the first anniversary of the date of the agreement (ii) on written notice to the Confluence or StatPro (as appropriate) by the Disclosing Party (iii) on Confluence and StatPro entering into a further agreement containing provisions concerning the confidentiality of the confidential information and (iv) completion of the Acquisition.

The confidentiality agreement also contains standstill provisions which, subject to certain exceptions, restricts the parties from using the confidential information to (i) deal in any securities of StatPro (ii) deal in any securities whose price or value may be related to or affected by the price or value of StatPro’s securities (iii) deal in any derivative products related to any such securities or interests in any of them or (iv) encourage another person to deal in such securities, until the announcement of such confidential information by StatPro via a regulatory information service.

45

8. Irrevocable undertakings and letters of intent Bidco has received irrevocable undertakings or letters of intent to vote in favour of the Scheme, in respect of a total of 36,760,081 StatPro Shares representing, in aggregate, approximately 55.8 per cent. of the issued share capital of StatPro as at the Last Practicable Date.

8.1 StatPro Directors (a) The following StatPro Directors have each given an irrevocable undertaking to vote (or, in the

case of close relatives (as defined in the Code) of StatPro Directors holding StatPro Shares, to use reasonable endeavours to procure such votes) in favour of the Scheme at the Court Meeting and in favour of the Resolution at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or use reasonable endeavours to procure the acceptance of, the Takeover Offer) in relation to the following StatPro Shares:

Percentage of StatPro’s

Number of StatPro issued share capital at the

Name Shares Last Practicable Date

Justin Wheatley 6,836,912 10.38% Rory Curran 39,689 0.06% Andrew Fabian 314,647 0.48% Mark Adorian 3,136,198 4.76% Jane Tozer 47,065 0.07% David Courtley 29,627 0.04% Total 10,404,138 15.79%

(b) These irrevocable undertakings will cease to be binding if:

l Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition; or

l the Acquisition lapses or is withdrawn in accordance with its terms.

8.2 Irrevocable Undertaking given by other StatPro Shareholder (a) The following other StatPro Shareholder has given an irrevocable undertaking to vote (or procure

the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in relation to the following StatPro Shares:

Number of StatPro Shares in Percentage of StatPro’s

respect of which undertaking issued share capital at the

Name is given Last Practicable Date

Herald Investment Management Limited 7,557,784 11.47% Total 7,557,784 11.47%

(b) This irrevocable undertaking will cease to be binding if:

l Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition; or

l the Acquisition lapses or is withdrawn in accordance with its terms.

(c) In addition, this irrevocable undertaking will also cease to be binding in the event that a person other than Bidco or a subsidiary of Bidco or any person acting in concert with Bidco announces a firm intention to make an offer (in accordance with Rule 2.7 of the Code) to acquire the StatPro Shares where the value of the consideration per StatPro Share is at least 253 pence per StatPro Share as at the date on which such firm intention to make an offer is announced.

46

8.3 Letters of Intent given by other StatPro Shareholders (a) The following StatPro Shareholders have given non-binding letters of intent to vote in favour of

the Scheme at the Court Meeting and the Resolution at the General Meeting:

Number of StatPro Shares Percentage of StatPro’s

in respect of which letter of issued share capital at the

Name intent is given Last Practicable Date

Liontrust Investment Partners LLP 13,708,159 20.81% Hargreave Hale Ltd* 2,590,000 3.93% AXA Investment Managers UK Ltd** 2,500,000 3.80% Total 18,798,159 28.54%

* acting as investment adviser for and on behalf of Marlborough UK Micro-Cap Growth Fund

** as agent for AXA Framlington Monthly Income Fund

9. Financing arrangements relating to Bidco 9.1 Amendment and Term Facility

On 20 September 2019, Bidco entered into the second amendment to the credit agreement dated 13 March 2018 with Golub Capital LLC (“Golub”), as incremental arranger (the “Amendment”).

Under the terms of the Amendment, the second amendment term lenders party thereto (together with each subsequent lender under the Amendment, the “Second Amendment Term Lenders”) agree to make available to Confluence certain term loans (the “Term Facility”) in the aggregate principal amount and currency described in the following paragraph. The proceeds of loans drawn under the Term Facility are to be applied, among other things, to finance part of the aggregate consideration payable by Bidco pursuant to the Acquisition and to refinance existing indebtedness of StatPro.

The Term Facility has been made available as an incremental senior term loan facility in an aggregate amount equal to $180,000,000. The Term Facility is committed on a customary “certain funds” basis.

Under the Amendment, the period during which the funds are available in respect of the Scheme is the “Certain Funds Period”, which is defined as follows: the period from the date of the Amendment until the earliest of: (i) the date falling fourteen (14) days after the Effective Date; (ii) the date on which the Scheme lapses in accordance with its terms or is withdrawn or Bidco definitively announces that it no longer intends to proceed with a Scheme, in each case, to the extent required, with the consent of the Panel or by order of the Court; (iii) the date on which, at a court approved meeting of the Scheme Shareholders (which is not adjourned or postponed), the Scheme is not approved in accordance with the Companies Act by the requisite majority of the Scheme Shareholders; (iv) the date on which, applications for the issuance of the Court Order having been made to the Court (and not adjourned or otherwise postponed), the Court (in its final judgment) refuses to grant the Court Order; and (v) the Long Stop Date; unless, in each case, Confluence and each Second Amendment Term Lender shall agree otherwise.

The final maturity date of the Term Facility is 13 March 2024.

The Term Facility contains customary representations and warranties, affirmative and negative covenants and events of default, each with appropriate carve-outs and materiality thresholds. The rate of interest payable on the loan drawn under the Term Facility is the aggregate of the applicable margin plus LIBOR or applicable base rate (as applicable).

The obligations under the Term Facility will be secured by substantially all of the assets of Confluence and certain affiliates of Confluence pursuant to the security agreement dated 13 March 2018, entered into by Confluence and certain of its affiliates, subject to customary carve-outs and materiality thresholds.

The margin on the term loans under the Amendment is expected to be, (a) with respect to applicable LIBOR loans: (i) 5.75 per cent. with a net leverage ratio greater than 7.00:1.00; (ii) 5.50 per cent. with a net leverage ratio equal to or less than 7.00:1.00 but greater than 6.50:1.00; (iii) 5.25 per cent. with

47

a net leverage ratio of equal to or less than 6.50:1.00 but greater than 5.75:1.00; (iv) 5.00 per cent. with a net leverage ratio of equal to or less than 5.75:1.00 but greater than 5.00:1.00; and (v) 4.75 per cent. with a net leverage ratio of equal to or less than 5.00:1.00 and (b) with respect to applicable base rate loans: (i) 4.75 per cent. with a net leverage ratio greater than 7.00:1.00, (ii) 4.50 per cent. with a net leverage ratio equal to or less than 7.00:1.00 but greater than 6.50:1.00, (iii) 4.25 per cent. with a net leverage ratio of equal to or less than 6.50:1.00 but greater than 5.75:1.00; (iv) 4.00 per cent. with a net leverage ratio of equal to or less than 5.75:1.00 but greater than 5.00:1.00; and (v) 3.75 per cent. with a net leverage ratio of equal to or less than 5.00:1.00.

Commitment fees and underwriting and arrangement fees, among other fees, are also payable under the terms of the Term Facility and ancillary documentation.

The proceeds of the Term Facility will be made available to Bidco under an intercompany loan, which is to be entered into between Confluence and Bidco on or prior to the Effective Date.

9.2 Letter of credit and proposed equity investment On 19 September 2019, Silicon Valley Bank issued an irrevocable standby letter of credit in the amount of £52.5 million in favour of Bidco to finance part of the aggregate consideration payable by Bidco pursuant to the Acquisition. On or around the Effective Date, it is proposed that the TA Invested Funds will contribute an equivalent amount to Confluence, which will in turn contribute that amount to Bidco, such that Bidco would not need to draw on this letter of credit. Further details on this proposed investment by the TA Invested Funds are set out in paragraph 5.4 above.

10. Bases and sources Unless otherwise stated, or the context otherwise requires, the bases and sources used are set out below.

10.1 Unless otherwise stated, financial information relating to the StatPro Group has been extracted or derived (without any adjustment) from the StatPro Group’s audited consolidated financial statements for the financial year ended 31 December 2018 or the unaudited results for the six month period ended 30 June 2019, as applicable.

10.2 As at the Last Practicable Date, there were 65,869,937 StatPro Shares in issue.

10.3 The International Securities Identification Number for the StatPro Shares is GB0006300213.

10.4 The value of the issued and to be issued share capital of StatPro at the Acquisition Price has been calculated by multiplying the Acquisition Price of 230 pence per share by 70,046,391 issued and to be issued StatPro Shares, which consists of 65,869,937 StatPro Shares in issue as at the Last Practicable Date, plus 4,176,454 StatPro Shares to be issued or transferred out of treasury as consideration following the exercise of the options granted pursuant to the StatPro Share Option Plans or conversion of StatPro Growth Shares.

10.5 The number of Scheme Shares entitled to be voted at the Court Meeting is 65,859,937.

10.6 Unless otherwise stated, all Closing Prices for StatPro Shares are closing middle market quotations derived from the AIM Appendix to the Daily Official List published by the London Stock Exchange, save that the volume weighted average price of a StatPro Share has been derived from Datastream.

11. Other Information 11.1 Panmure Gordon has given and has not withdrawn its written consent to the issue of this document

with the inclusion herein of the references to its name in the form and context in which it appears.

11.2 Oakley Advisory has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of the references to its name in the form and context in which it appears.

11.3 There is no agreement, arrangement or understanding (including any compensation arrangements) between Bidco or any person acting in concert with it and any of the directors, recent directors,

48

shareholders or recent shareholders of StatPro or any person interested or recently interested in StatPro Shares having any connection with or dependence on or which is conditional upon the outcome of the Acquisition.

11.4 There is no agreement, arrangement or understanding whereby the beneficial ownership of any of the StatPro Shares to be acquired by Bidco will be transferred to any other person, save that Bidco reserves the right to transfer any such shares to any member of the Confluence Group.

11.5 The aggregate fees and expenses which are expected to be incurred by the Wider Bidco Group in connection with the Acquisition are estimated to amount to approximately £5.46 million excluding applicable VAT. This aggregate number consists of the following categories (in each case excluding applicable VAT):

Amount (1)

(excluding

applicable

Category VAT) (£)

Financing arrangements (2) 3,149,000 Financial advice 1,195,000 Legal advice (3) 843,000 Accounting advice 200,000 Other costs and expenses 75,000 Total 5,462,000

(1) Figures are given in sterling equivalents and have been subject to rounding adjustments. Where the underlying fee or expense is in US dollars, the exchange rate of £1 = $1.255 has been used. The actual amount of the fees and expenses incurred on a sterling basis may vary depending on foreign exchange movements during the course of the Offer Period.

(2) Refer to paragraph 9 above for further details of these arrangements.

(3) Fees for legal advice are based, in part, on hourly rates. In relation to these elements, the amounts included in the table above reflect time incurred up to the Last Practicable Date, together with an estimate of the further fees to be incurred.

11.6 The aggregate fees and expenses which are expected to be incurred by StatPro in connection with the Acquisition are estimated to amount to approximately £4.5 million excluding applicable VAT. This aggregate number consists of the following categories (in each case excluding applicable VAT):

Amount

(excluding

applicable

Category VAT) (£)

Financing arrangements 390,000 Financial advice 3,525,000 Legal advice (1) 420,000 Other costs and expenses (1) 225,000 Total 4,560,000

(1) Fees for legal advice and other costs and expenses are based on actual work in progress, time incurred, fees to date and estimates of work to be done.

11.7 Save as disclosed in this document, the StatPro Directors are not aware of any significant change in the financial or trading position of StatPro which has occurred since 30 June 2019, being the date of the end of the last financial period for which either audited financial information, preliminary, half-yearly or interim financial information was published by StatPro.

49

11.8 The persons (other than the Bidco Directors and Confluence and the other members of the Wider Bidco Group) who, for the purposes of the Code, are acting in concert with Bidco or Confluence are:

Name Registered Office Relationship with Bidco

TA Associates Management The Corporation Trust Investment adviser to TA Invested LP Company, Corporation Trust Funds which indirectly hold a

Center, 1209 Orange Street, 91 per cent. interest in Bidco Wilmington, New Castle County, Delaware 19801, United States

Oakley Advisory Limited 3 Cadogan Gate Financial adviser to Bidco Chelsea, London SW1X 0AS

11.9 The person (other than the StatPro Directors and other members of the Wider StatPro Group) who, for the purposes of the Code, is acting in concert with StatPro is Panmure Gordon, as connected adviser.

11.10 A consolidated list of information incorporated by reference in this document is set out in Part 4 of this document.

12. Documents on display Copies of the following documents will be available, free of charge, on StatPro’s and Confluence’s websites at https://www.statpro.com and https://www.confluence.com/confluence-statpro respectively up to and including the Effective Date or the date the Scheme lapses or is withdrawn, whichever is earlier:

12.1 the Announcement;

12.2 the StatPro Articles;

12.3 the articles of association of Bidco;

12.4 a draft of the StatPro Articles as proposed to be amended by the Resolution;

12.5 all service contracts and letters of appointment of the StatPro Directors referred to in paragraph 6 above;

12.6 the confidentiality agreement referred to in paragraph 7.4 above;

12.7 the irrevocable undertakings and letters of intent referred to in paragraph 8 above;

12.8 the financing arrangements referred to in paragraph 9 above;

12.9 the written consents referred to in paragraphs 11.1 and 11.2 above; and

12.10 a copy of this document and the Forms of Proxy.

27 September 2019

50

Part 6

The Scheme of Arrangement

NO. CR-2019-006253

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (CHD)

IN THE MATTER OF STATPRO GROUP PLC

AND

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT (under Part 26 of the Companies Act 2006)

BETWEEN

STATPRO GROUP PLC

AND

CERES BIDCO LIMITED (as hereinafter defined)

PRELIMINARY

A In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:

“Announcement Date” 20 September 2019;

“Business Day” a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are generally open for normal business in the City of London;

“Bidco” Ceres Bidco Limited incorporated in England and Wales with registered number 12207132, whose registered office is at 50 Gresham Street, London EC2V 7AY;

“Bidco Group” Bidco and its subsidiary undertakings and, where the context permits, each of them;

not in uncertificated form (that is, not in CREST);

“Companies Act” the Companies Act 2006, as amended from time to time;

“certificated” or “in certificated form”

51

“Company” StatPro Group plc, a company incorporated in England and Wales with registered number 02910629;

“Confluence” Confluence Technologies, Inc.;

“Confluence Group” Confluence and its subsidiaries and subsidiary undertakings;

“Court” the High Court of Justice in England and Wales;

“Court Hearing” the hearing by the Court to sanction the Scheme and, if such hearing is adjourned, references to the commencement of any such hearing shall mean the commencement of the final adjournment thereof

“Court Meeting” the meeting (or any adjournment, postponement or reconvention thereof) of the StatPro Shareholders (or the relevant class or classes thereof) to be convened by order of the Court pursuant to Part 26 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification);

“Court Order” the order of the Court sanctioning the Scheme;

“CREST” the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland is the Operator (as defined in the Regulations) in accordance with which securities may be held and transferred in uncertified form;

“CREST Manual” the rules governing the operation of CREST, consisting of the CREST Reference Manual, the CREST International Manual, the CREST Rules, the Registrars Service Standards, the Settlement Discipline Rules, the CCSS Operations Manual, the Daily Timetable, the CREST Application Procedure and the CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996);

“CREST Proxy Instruction” a proxy appointment or instruction made using the CREST service, by way of the appropriate CREST message, which must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual;

“Effective” the Scheme having become effective in accordance with its terms, upon the delivery of the court order to the Registrar of Companies;

“Effective Date” the date upon which the Scheme becomes Effective;

“Enlarged Confluence Group” with effect from the Effective Date, the StatPro Group and the Confluence Group;

“Euroclear” Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 02878738;

“Excluded Shares” (a) any StatPro Shares beneficially owned by Bidco or any other member of the Bidco Group;

(b) any StatPro Shares held by the Company in treasury by StatPro, other than those StatPro Shares held in treasury at the date of this Scheme which are subsequently

52

transferred to the trustee of the StatPro Employee Benefit Trust or to the holders of options under the StatPro Share Option Plans in satisfaction of the exercise of the options under the StatPro Share Option Plans; and

(c) any other StatPro Shares which Confluence and StatPro agree will not be subject to the Scheme;

“holder” a registered holder and includes any person(s) entitled by transmission;

“Link Asset Services” the trading name of Link Market Services Limited;

“members” members of the Company on the register of members at any relevant date or time;

“Scheme” this scheme of arrangement in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by the Company and Bidco;

“Scheme Record Time” 6.00 p.m. on the Business Day immediately after the Court Hearing;

“Scheme Shareholders” holders of Scheme Shares;

“Scheme Shares” StatPro Shares:

(a) in issue as at the date of this Scheme;

(b) (if any) issued after the date of this Scheme and prior to the Voting Record Time; and

(c) (if any) issued on or after the Voting Record Time but at or before the Scheme Record Time in respect of which original or any subsequent holder thereof is bound by the Scheme or shall by such time have agreed in writing to be bound by the Scheme,

in each case other than the Excluded Shares;

“StatPro Group” StatPro and its subsidiaries and subsidiary undertakings;

“StatPro Growth Shares” the A shares, B shares and C shares in the capital of the Company;

“StatPro Shares” ordinary shares of 1 pence each in the capital of StatPro;

“StatPro Share Option Plans” the StatPro Performance Share Plan 2015; the StatPro 2011 Company Ownership Plan and the StatPro 2003 Executive Unapproved Share Option Scheme;

have the meanings given in the Companies Act;

in relation to a Scheme Share, recorded on the relevant register as being held in uncertificated form in CREST and title to which may be transferred by means of CREST;

“subsidiary” and “subsidiary undertaking”

“uncertificated” or “in uncertificated form”

53

“Voting Record Time” 6.00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the second day before the date of such adjourned meeting;

“£”, or pence the lawful currency of the United Kingdom.

B References to Clauses are to Clauses of this Scheme, and references to time are to London time.

C The share capital of the Company as at the close of business on 26 September 2019 (being the latest practicable date prior to the date of this Scheme) was 65,869,937 divided into 65,869,937 ordinary shares of 1 pence.

D Options to acquire up to 5,898,435 StatPro Shares pursuant to the StatPro Share Option Plans and the StatPro Growth Shares are outstanding at the date of this Scheme of which up to 4,176,454 options are expected to vest and become exercisable (to the extent already not so) if the Court sanctions this Scheme.

E Bidco was incorporated on 13 September 2019 under the laws of England and Wales as a private limited company.

F As at the close of business on 26 September 2019 (being the latest practicable date prior to the date of this Scheme), no StatPro Shares were registered in the name of or beneficially owned by Bidco or Confluence.

G Bidco has agreed to appear by Counsel at the hearing to sanction this Scheme and to submit to be bound by and to undertake to the Court to be bound by this Scheme and to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this Scheme.

54

THE SCHEME

1. Transfer of the Scheme Shares 1.1 Upon and with effect from the Effective Date, Bidco and/or its nominee(s) shall acquire all of the Scheme

Shares with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or attaching or accruing to them after the Announcement Date, including (without limitation) voting rights and the right to receive and retain in full all dividends and other distributions (if any), and any other return of capital (whether by way of reduction of share capital or share premium account or otherwise), declared, made or paid on or after the Announcement Date in respect of the Scheme Shares.

1.2 For the purposes of such acquisition, the Scheme Shares shall be transferred to Bidco and/or its nominee(s) by means of a form of transfer or other instrument or instruction of transfer, or by means of CREST and, to give effect to such transfers, any person may be appointed by Bidco as attorney and/or agent and/or otherwise and is hereby authorised as such attorney and/or agent and/or otherwise on behalf of the relevant Scheme Shareholder to execute and deliver as transferor an instrument of transfer of, or give any instructions to transfer, or to procure the transfer by means of CREST of, any Scheme Shares and every instrument or instruction of transfer so executed or instruction given shall be Effective as if it had been executed or given by the holder or holders of the Scheme Shares thereby transferred. Such instrument or instruction of transfer shall be deemed to be the principal instrument of transfer and the equitable or beneficial interest in the Scheme Shares shall only be transferred to Bidco and/or its nominee(s), together with the legal interest in such Scheme Shares, pursuant to such instruction or instrument or transfer, or by means of CREST.

1.3 Pending the registration of Bidco or its nominee(s) as the holder of any Scheme Share to be transferred pursuant to this Scheme, upon and with effect from the Effective Date, each Scheme Shareholder irrevocably appoints Bidco (and/or its nominee(s)) as its attorney or, failing that, agent to exercise on its behalf (in place of and to the exclusion of the relevant Scheme Shareholder) any voting rights attached to the Scheme Shares, and any or call rights and privileges attaching to the Scheme Shares, to sign any consent to short notice of any general or separate class meetings, to execute a form of proxy in respect of its Scheme Shares appointing any person nominated by Bidco to attend any general and separate class meetings of the Company and authorises the Company to send to Bidco and/or its nominee(s) any notice, circular, warrant or other document or communication which may be sent to it as a member of the Company, such that from the Effective Date, no Scheme Shareholder shall be entitled to exercise any voting rights attached to the Scheme Shares or any other rights or privileges attaching to the Scheme Shares.

1.4 The Company shall register, or procure the registration of, any transfer(s) of Scheme Shares effected in accordance with Clause 1.1 and Clause 1.2 of this Scheme.

2. Consideration for the transfer of the Scheme Shares 2.1 In consideration for the transfer of the Scheme Shares, Bidco shall (subject to the remaining provisions

of this Clause 2) pay to or for the account of the Scheme Shareholders (as appearing in the register of members of the Company at the Scheme Record Time):

For each Scheme Share: 230 pence in cash

2.2 If any dividend or other distribution in respect of the StatPro Shares is declared, paid or made on or after the Announcement Date, Bidco reserves the right to reduce the consideration payable for each StatPro Share by the amount per StatPro Share of such dividend or distribution.

2.3 If Bidco reduces the consideration in accordance with Clause 2.2, the exercise of such rights shall be the subject of an announcement, and shall not constitute a revision or variation of the terms of this Scheme.

55

2.4 If Bidco exercises its right under Clause 2.2 to reduce the offer consideration by all or part of the amount of a dividend (or other distribution) that has not been paid, StatPro Shareholders will be entitled to receive and retain any such subsequent dividend (or part thereof).

3. Settlement of consideration 3.1 As soon as practicable on or after the Effective Date, and in any event no later than 14 days after the

Effective Date, Bidco shall satisfy the consideration due to Scheme Shareholders pursuant to Clause 2 as follows:

(a) in the case of Scheme Shares which at the Scheme Record Time are in certificated form, procure the despatch to the persons entitled thereto of cheques drawn on a branch of a UK clearing bank for the sums payable to them respectively;

(b) in the case of Scheme Shares which at the Scheme Record Time are in uncertificated form, procure that Euroclear is instructed to create an assured payment obligation in favour of the payment bank of the persons entitled thereto in accordance with the CREST assured payment arrangements for the sums payable to them respectively, provided that Bidco reserves the right to make payment of the said sums by cheque as set out in Clause 3.1(a) if, for any reason, it wishes to do so; and

(c) in the case of Scheme Shares issued or otherwise acquired on the exercise of options or awards under the StatPro Share Option Plans, procure the payment of the sums payable to them respectively directly into the relevant director or employee bank account through the payroll, subject to the deduction of applicable income taxes and social security contributions.

3.2 All deliveries of cheques pursuant to this Scheme shall be effected by sending the same by first class post (or international standard post, if overseas) in envelopes addressed to the persons entitled thereto at their respective addresses as appearing in the register of members of the Company at the Scheme Record Time, and none of Bidco, Confluence, the Company or their respective nominees or agents shall be responsible for any loss or delay in the transmission or delivery of any cheques sent in accordance with this Clause 3.2 which shall be sent at the risk of the persons entitled thereto.

3.3 All cheques shall be made payable to the persons respectively entitled to the moneys represented thereby (except that, in the case of joint holders, Bidco reserves the right to make such cheques payable to that one of the joint holders whose name stands first in the register of members of the Company in respect of such joint holding), and the encashment of any such cheque, the creation of any such assured payment obligation as is referred to in Clause 3.1(b) shall be a complete discharge to Bidco for the moneys represented thereby.

3.4 Settlement of the consideration payable to Scheme Shareholders under this Scheme shall, except with the consent of the Panel, be implemented in full without regard to any lien, right of set-off, counterclaim or other analogous right to which Bidco may otherwise be, or claim to be, entitled against such Scheme Shareholder.

3.5 In the case of Scheme Shareholders that have not encashed cheques within six months from the Effective Date, the consideration due to such Scheme Shareholders under the Scheme will be held by Link Asset Services for a period of 12 years from the Effective Date, in a separate UK bank account established solely for that purpose, and such Scheme Shareholders may claim the consideration due to them upon request to Link Asset Services at any time during the period of 12 years from the Effective Date.

3.6 The provisions of this Clause 3 shall be subject to any condition or prohibition imposed by law.

4. Share certificates and transfer of entitlements With effect from and including the Effective Date:

4.1 all certificates representing Scheme Shares shall cease to have effect as documents of title to the Scheme Shares comprised therein and every Scheme Shareholder shall be bound at the request of the Company to deliver up their share certificate(s) to the Company or to destroy the same;

56

4.2 Euroclear shall be instructed to cancel or transfer the entitlements to Scheme Shares of Scheme Shareholders in uncertificated form; and

4.3 appropriate entries shall be made in the register of members of the Company with effect from the Effective Date to reflect the transfer of the Scheme Shares.

5. Mandates All mandates and other instructions to the Company in force at the Scheme Record Time relating to Scheme Shares shall cease to be valid and effective on the Effective Date.

6. Effective Date 6.1 This Scheme shall become Effective as soon as the order of the Court sanctioning this Scheme under

section 899 of the Companies Act shall have been delivered to the Registrar of Companies in England and Wales.

6.2 Unless this Scheme shall have become Effective on or before 11.59 pm on 28 February 2020, or such later date, if any, as the Company and Bidco may agree and the Court may allow, this Scheme shall never become effective.

7. Modification The Company and Bidco may jointly consent on behalf of all concerned to any modification of, or addition to, this Scheme or to any condition which the Court may approve or impose.

8. Governing Law This Scheme is governed by the laws of England and Wales and is subject to the jurisdiction of the English courts.

Dated: 27 September 2019

57

Part 7

United Kingdom Taxation

The following information is intended only as a general guide to current UK tax legislation in force and published HMRC practice (which may not be binding on HMRC) as at the date of this document as it applies to disposing of StatPro Shares. It is intended only for StatPro Shareholders who are resident in the United Kingdom for tax purposes and who hold StatPro Shares beneficially as investments. The comments do not address the position of certain classes of shareholder such as dealers in securities and do not apply to shareholders who have (or are deemed to have) acquired their shares by virtue of an office or employment, or shareholders who are or will be officers or employees of a group forming part of the StatPro Group or the Bidco Group.

This section is not intended, and shall not be construed to be, legal or taxation advice to any particular StatPro Shareholder. Any StatPro Shareholder who is in any doubt as to their tax position, or who is subject to tax in a jurisdiction other than the United Kingdom, should consult their professional adviser.

1. UK Taxation of Chargeable Gains A StatPro Shareholder resident for tax purposes in the UK and whose StatPro Shares are subject to the Scheme will be treated as making a disposal of such StatPro Shares for the purposes of the UK taxation of chargeable gains (“UK CGT”). Such a disposal may, depending upon the StatPro Shareholder’s circumstances and subject to available exemptions or reliefs, give rise to a chargeable gain or allowable loss for UK CGT purposes.

For UK resident individual StatPro Shareholders, any chargeable gain arising after taking account of reliefs and exemptions will generally be subject to capital gains tax at the rate of 10 per cent. or, for higher rate taxpayers, 20 per cent.

The capital gains annual exemption (£12,000 for 2019/2020) may be available for UK resident individual StatPro Shareholders to offset any chargeable gain (to the extent it has not already been utilised).

For UK resident StatPro Shareholders within the charge to corporation tax, an indexation allowance may be available for the period of ownership up to 31 December 2017 to reduce the amount of the chargeable gain (but not to create or increase an allowable loss) realised on a disposal of the StatPro Shares. Indexation allowance is not available for the period of ownership from 1 January 2018.

2. Stamp Duty and Stamp Duty Reserve Tax No UK stamp duty or stamp duty reserve tax should be payable by StatPro Shareholders as a result of the disposal of StatPro Shares held by them under the Acquisition.

58

Part 8

Definitions

The following definitions apply throughout this document, other than in Part 6 of this document and the notices of the StatPro Meetings, unless the context requires otherwise.

“Acquisition” the proposed acquisition by Bidco of the entire issued and to be issued share capital of StatPro to be effected by means of the Scheme or by means of a Takeover Offer, under certain circumstances as described in this document and, where the context so requires, any subsequent revision, variation, extension or renewal thereof;

“Acquisition Price” 230 pence per StatPro Share;

“AIM” the market of that name operated by the London Stock Exchange;

“AIM Rules” the AIM Rules for Companies published by the London Stock Exchange, as amended from time to time;

“Announcement” the joint announcement of the Acquisition by Bidco and StatPro under Rule 2.7 of the Code, released on the Announcement Date;

“Announcement Date” 20 September 2019;

“Authorisations” regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;

“Bidco” Ceres Bidco Limited, a company incorporated in England with registered number 12207132, whose registered office address is at 50 Gresham Street, London, EC2V 7AY;

“Bidco Directors” the directors of Bidco as at the date of this document whose names appear in paragraph 2.3 of Part 5 of this document or, where the context so requires, the directors of Bidco from time to time;

“Bidco Group” Bidco and its subsidiaries and subsidiary undertakings;

“Business Day” a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are generally open for normal business in the City of London;

not in uncertificated form (that is, not in CREST);

“Closing Price” the closing middle market quotation for a StatPro Share at the close of business on the day to which such price relates, as derived from the AIM appendix to the Daily Official List;

“CMA” the UK Competition and Markets Authority, being the independent body which conducts inquiries into mergers, markets and the regulation of the major regulated industries in the United Kingdom (or any successor body or bodies carrying out the same functions in the United Kingdom from time to time);

“certificated” or“in certificated form”

59

“CMA Phase 2 Reference” a reference of the Acquisition to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;

“Code” the City Code on Takeovers and Mergers issued from time to time by the Panel;

“Companies Act” the Companies Act 2006, as amended from time to time;

“Condition(s)” the conditions of the Acquisition and the Scheme, as set out in Part 3 of this document;

“Confluence” Confluence Technologies, Inc.

“Confluence Directors” the directors of Confluence as at the date of this document whose names appear in paragraph 2.2 of Part 5 of this document or, where the context so requires, the directors of Confluence from time to time;

“Confluence Group” Confluence and its subsidiaries and subsidiary undertakings, which includes Bidco;

in relation to person A, any person whose interests in shares person A is taken to be interested in pursuant to Part 22 of the Companies Act and related regulations;

“Court” the High Court of Justice in England and Wales;

“Court Hearing” the hearing by the Court to sanction the Scheme and, if such hearing is adjourned, references to the commencement of any such hearing shall mean the commencement of the final adjournment thereof;

“Court Meeting” the meeting (or any adjournment, postponement or reconvention thereof) of the StatPro Shareholders (or the relevant class or classes thereof) to be convened by order of the Court pursuant to Part 26 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification), notice of which is set out in Part 9 of this document;

“Court Order” the order of the Court sanctioning the Scheme;

“CREST” the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland is the Operator (as defined in the Regulations) in accordance with which securities may be held and transferred in uncertified form;

“CREST Manual” the CREST Manual published by Euroclear as amended from time to time;

“CREST Proxy Instruction” a proxy appointment or instruction made using the CREST service, by way of the appropriate CREST message, which must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual;

“Daily Official List” the Daily Official List of the London Stock Exchange;

“Dealing Disclosure” has the same meaning as in Rule 8 of the Code;

“connected person” or “persons connected”

60

“Disclosed” information which has been either:

(a) fairly disclosed by, or on behalf of, StatPro to Bidco (or its advisers) in the data room established by StatPro for the purposes of the Acquisition, on or before 5.30 p.m. on 19 September 2019;

(b) disclosed in the annual report and accounts for StatPro for the financial period ended 31 December 2018 or the unaudited interim results for StatPro for the six months ended 30 June 2019;

(c) disclosed in any announcement to a RIS by, or on behalf of, StatPro, prior to the Announcement Date;

(d) disclosed in the Announcement; or

(e) fairly disclosed to Bidco (or its respective officers, employees, agents or advisers) in writing on or before the Business Day prior to the Announcement Date (including all matters fairly disclosed in the written replies, correspondence, documentation and information provided in an electronic data room or sent to any member of the Bidco Group or their affiliates or any of their professional advisers during the due diligence process and whether or not in response to any specific request for information made by any member of the Bidco Group or their affiliates or any of their professional advisers);

the Disclosure Guidance and Transparency Rules of the FCA under FSMA and contained in the FCA’s publication of the same name (as amended from time to time);

“Disclosure Table” the disclosure table on the Panel’s website at www.thetakeoverpanel.org.uk;

“EC” the European Commission of the European Union;

“Effective” the Scheme having become effective in accordance with its terms, upon delivery of the Court Order to the Registrar of Companies;

“Effective Date” the date upon which the Scheme becomes Effective;

“Enlarged Confluence Group” with effect from the Effective Date, the StatPro Group and the Confluence Group;

“EU” the European Union;

“Euroclear” Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 02878738;

“Excluded Shares” (a) any StatPro Shares beneficially owned by Bidco or any other member of the Bidco Group;

(b) any StatPro Shares held by the Company in treasury by StatPro, other than those StatPro Shares held in treasury at the date of this Scheme which are subsequently transferred to the trustee of the StatPro Employee Benefit Trust or to the holders of options under the StatPro Share Option Plans in satisfaction of the exercise of the options under the StatPro Share Option Plans; and

“Disclosure Guidance and Transparency Rules”

61

(c) any other StatPro Shares which Confluence and StatPro agree will not be subject to the Scheme;

the UK Financial Conduct Authority or its successor from time to time;

“Forms of Proxy” the WHITE form of proxy for use by Scheme Shareholders in connection with the Court Meeting and the YELLOW Form of proxy for use by StatPro Shareholders in connection with the General Meeting, both of which accompany this document;

“FSMA” the Financial Services and Markets Act 2000, as amended;

“General Meeting” the general meeting (or any adjournment, postponement or reconvention thereof) of StatPro Shareholders to be convened in connection with the Acquisition, notice of which is set out in Part 10 of this document;

“Governmental Entity” any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, arbitrator or arbitrator panel, regulatory or administrative agency or commission, or other authority thereof, or any regulatory or quasi-regulatory organisation or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority;

“HMRC” HM Revenue and Customs;

“holder” a registered holder and includes any person entitled by transmission;

“Last Practicable Date” means 26 September 2019 (being the last Business Day prior to the date of this document);

“Link Asset Services” the trading name of Link Market Services Limited;

“London Stock Exchange” London Stock Exchange plc;

“Long Stop Date” 28 February 2020 or such later date (if any) as Bidco and StatPro may, with the consent of the Panel, agree and (if required) the Court may allow;

“Market Abuse Regulation” Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014;

“Merger Regulation” Council Regulation (EC) No 139/2004;

“Oakley Advisory” Oakley Advisory Limited, financial adviser to Confluence and Bidco in relation to the Acquisition;

“Offer Period” the offer period (as defined by the Code) relating to StatPro, which commenced on 20 September 2019;

“Opening Position Disclosure” has the same meaning as in Rule 8 of the Code;

“Optionholder Letters” the letters and enclosures to be sent to the holders of options under the StatPro Share Option Plans in connection with the Acquisition;

“Overseas Shareholders” shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

“Panel” the UK Panel on Takeovers and Mergers;

“FCA” or “Financial Conduct Authority”

62

“Panmure Gordon” Panmure Gordon (UK) Limited, Rule 3 Adviser, Nominated Adviser and Broker to StatPro;

“Registrar of Companies” the Registrar of Companies in England and Wales;

“Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755);

“relevant securities” unless otherwise specified, shall be construed in accordance with the Code

“Resolution” the special resolution to approve the implementation of the Scheme to be considered at the General Meeting;

“Restricted Jurisdiction” any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction;

“RIS” a service approved by the London Stock Exchange for the distribution to the public of announcements and included within the list maintained on the London Stock Exchange’s website;

“Scheme” the proposed scheme of arrangement under Part  26 of the Companies Act as set out in Part 6 of this document with or subject to any modification, addition or condition which Bidco and StatPro may agree, and, if required, the Court may approve or impose;

“Scheme Record Time” 6.00 p.m. on the Business Day immediately after the Court Hearing;

“Scheme Shareholders” holders of Scheme Shares;

“Scheme Shares” StatPro Shares:

(a) in issue as at the date of this document;

(b) (if any) issued after the date of this document and prior to the Voting Record Time; and

(c) (if any) issued on or after the Voting Record Time but at or before the Scheme Record Time in respect of which original or any subsequent holder thereof is bound by the Scheme or shall by such time have agreed in writing to be bound by the Scheme,

in each case other than the Excluded Shares;

“SEC” the United States Securities and Exchange Commission;

“Securities Act” the United States Securities Act of 1933, as amended;

“Significant Interest” in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of (i) the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking or (ii) the relevant partnership interest;

“StatPro” or the “Company” StatPro Group plc, a company incorporated in England and Wales with registered number 02910629, whose registered office is at Mansel Court, Mansel Road, Wimbledon, London SW19 4AA;

“StatPro Articles” StatPro’s Articles of Association currently adopted and filed with Companies House;

63

the directors of StatPro as at the date of this document named in paragraph 2.1 of Part 5 of this document or, where the context so requires, the directors of StatPro from time to time;

“StatPro Group” StatPro and its subsidiaries and subsidiary undertakings;

“StatPro Growth Shares” the A shares, B shares and C shares in the capital of the Company;

“StatPro Meetings” the General Meeting and the Court Meeting;

“StatPro Share Option Plans” the StatPro Performance Share Plan 2015, the StatPro 2011 Company Ownership Plan and the StatPro 2003 Executive Unapproved Share Option Scheme;

“StatPro Shareholders” the holders of StatPro Shares;

“StatPro Shares” ordinary shares of 1 pence each in the capital of StatPro;

“TA Associates” TA Associates;

“TA Funds” has the meaning given to it in paragraph 3 of Part 2 of this document;

“TA Invested Funds” the TA Funds holding indirect interests in Bidco, being TA XII-A, L.P., TA XII-B, L.P., TA Atlantic and Pacific VII-A L.P., TA Atlantic and Pacific VII-B L.P., TA Investors XII L.P. and TA Investors IV L.P.;

“TA Investment Manager” has the meaning given to it in paragraph 3 of Part 2 of this document;

“TA Responsible Persons” the persons whose names are set out in paragraph 2.4 of Part 5 of this document;

“Takeover Offer” should the Acquisition be implemented by way of a takeover offer as defined in section 974 of the Companies Act, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued ordinary share capital of StatPro and, where the context requires, any subsequent revision, variation, extension or renewal of such offer;

“Third Party” each of a central bank, government or governmental, quasigovernmental, supranational, statutory, regulatory, professional or investigative body or authority (including any antitrust or merger control authority), court, trade agency, professional association, institution, works council, employee representative body or any other similar body or person whatsoever in any jurisdiction;

“Treasury Shares” any StatPro Shares which are for the time being held by StatPro as treasury shares (within the meaning of the Companies Act);

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland;

“UK Listing Authority” the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA;

a share or other security recorded on the relevant register as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST;

“uncertificated” or “in uncertified form”

“StatPro Directors” or “StatPro Board”

64

the United States of America, its territories and possessions, all areas subject to its jurisdiction or any subdivision thereof, any state of the United States of America and the District of Columbia;

“VAT” value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature;

“Voting Record Time” 6.00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the second day before the date of such adjourned meeting

“Wider Bidco Group” Bidco and its subsidiaries, subsidiary undertakings, associated undertakings, holding companies, and their respective subsidiaries, subsidiary undertakings, associated undertakings, holding companies and any other body corporate, partnership, joint venture or person in which Bidco and all such undertakings (aggregating their interests) have a Significant Interest or which have a Significant Interest in Bidco or any other member of the Wider Bidco Group, in each case other than any member of the Wider StatPro Group;

“Wider StatPro Group” StatPro and its subsidiaries, subsidiary undertakings, associated undertakings and any other body corporate, partnership, joint venture or person in which StatPro and all such undertakings (aggregating their interests) have a Significant Interest;

For the purposes of this document, “subsidiary”, “subsidiary undertaking” and “undertaking” have the meanings given by the Companies Act.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted.

All the times referred to in this document are London times unless otherwise stated.

“US” or “United States” or “USA” or “United States of America”

65

Part 9

Notice of Court Meeting

NO. CR-2019-006253 IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES COURT (CHD) CHIEF INSOLVENCY AND COMPANIES COURT JUDGE BRIGGS

IN THE MATTER OF STATPRO GROUP PLC

AND

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that by an order dated 26 September 2019 made in the above matters (“Order”) the Court has given permission for a meeting to be convened of the holders of the Scheme Shares (as defined in the scheme of arrangement referred to below), for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made between StatPro Group plc (“Company”) and the holders of the Scheme Shares, and that such meeting shall be held at Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT at 10.00 a.m. on 21 October, at which place and time all holders of Scheme Shares are requested to attend.

At the meeting, the following resolution will be proposed:

“That the scheme of arrangement dated 27 September 2019, between the Company and the Scheme Shareholders (as defined in the scheme of arrangement), a print of which has been produced to this meeting and, for the purposes of identification, signed by the Chairman hereof, in its original form or with or subject to any modification, addition or condition which may be agreed in writing by the Company and Bidco and approved or imposed by the Court, be approved and the directors of the Company be authorised to take all such actions as they consider necessary or appropriate for carrying the scheme of arrangement into effect”.

Voting on the resolution to approve the scheme of arrangement will be by poll, which shall be conducted as the Chairman may determine. A copy of the said scheme of arrangement and a copy of the explanatory statement required to be furnished pursuant to section 897 of the Companies Act 2006 are incorporated in the document of which this notice forms part.

Holders of Scheme Shares entitled to attend and vote at the meeting may vote in person at the said meeting or they may appoint another person, as their proxy to attend and vote in their stead. A proxy need not be a member of the Company. A WHITE form of proxy for use at the meeting is enclosed with this notice. Completion of the form of proxy shall not prevent a holder of Scheme Shares from attending and voting at the meeting.

Entitlement to attend and vote at the meeting or any adjournment thereof and the number of votes which may be cast thereat shall be determined by reference to the register of members of the Company at 6.00 p.m. on 19 October 2019 or, if the meeting is adjourned, on the day which is two days before the date of such adjourned meeting. In each case, changes to the register of members of the Company after such time shall be disregarded.

By the said Order, the Court has appointed Andrew Fabian or, failing him, Justin Wheatley or, failing him, Rory Curran, to act as Chairman of the meeting and has directed the Chairman to report the result of the meeting to the Court.

The said scheme of arrangement shall be subject to the subsequent sanction of the Court.

Fieldfisher LLP Solicitors for the Company

Dated: 27 September 2019

66

Further notes:

(1) A WHITE form of proxy is enclosed with this notice. Instructions for use are shown on the form. Completing and returning a form of proxy will not prevent the shareholder from attending and voting at the meeting (or any adjournment of the meeting) in person, should he subsequently decide to do so.

(2) It is requested that WHITE forms of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified or office copy of such power or authority, must be received by Link Asset Services at The Registry, PXS, 34 Beckenham Road, Beckenham, BR3 4TU not less than 48 hours before the time of the meeting (in other words, by 10.00 a.m. on 19 October 2019) or, as the case may be, the adjourned meeting. A reply-paid envelope has been provided for this purpose for use in the United Kingdom only. Forms of proxy not returned by that time may be handed to the Chairman before the commencement of the Court Meeting and will still be valid.

(3) You may appoint more than one proxy provided that each proxy is appointed to exercise rights attaching to different shares.

(4) If you wish to appoint multiple proxies, you may: (a) photocopy a WHITE form of proxy, fill in each copy in respect of different shares and send the multiple forms together to: Link Asset Services at The Registry, PXS, 34 Beckenham Road, Beckenham, BR3 4TU, or alternatively (b) call Link Asset Services on the number in paragraph 19 below who will then issue you with multiple proxy forms. In each case, please ensure that all of the multiple proxy forms in respect of one registered holding are sent in the same envelope if possible.

(5) Subject to the following principles where more than one proxy is appointed, where a WHITE form of proxy does not state the number of shares to which it applies (“blank proxy”) then that proxy is deemed to have been appointed in relation to the total number of shares registered in your name (“member’s entire holding”). In the event of a conflict between a blank proxy and a proxy which does state the number of shares to which it applies (“specific proxy”), the specific proxy shall be counted first, regardless of the time it was sent or received (on the basis that as far as possible, the conflicting forms of proxy should be judged to be in respect of different shares) and remaining shares will be apportioned to the blank proxy (pro rata if there is more than one).

(6) Where there is more than one proxy appointed and the total number of shares in respect of which proxies are appointed is no greater than your entire holding, it is assumed that proxies are appointed in relation to different shares, rather than that conflicting appointments have been made in relation to the same shares.

(7) If two or more valid but different instruments of proxy are received in respect of the same share for use at the same meeting or on the same poll, the one which is last received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the others as regards that share and if the Company is unable to determine which was the last received, none of them shall be treated as valid in respect of that share.

(8) If conflicting proxies are sent or received at the same time in respect of (or deemed to be in respect of) your entire holding, none of them shall be treated as valid.

(9) Where the aggregate number of shares in respect of which proxies are appointed exceeds your entire holding and it is not possible to determine the order in which they were sent or received (or they were all sent or received at the same time), the number of votes attributed to each proxy will be reduced pro rata (on the basis that as far as possible, conflicting forms of proxy should be judged to be in respect of different shares).

(10) Where the application of paragraph 9 above gives rise to fractions of shares, such fractions will be rounded down.

(11) If you appoint a proxy or proxies and then decide to attend the meeting in person and vote using your poll card, then your vote in person will override the proxy vote(s). If your vote in person is in respect of your entire holding then all proxy votes will be disregarded. If, however, you vote at the meeting in respect of less than your entire holding, if you indicate on your polling card that all proxies are to be disregarded, that shall be the case; but if you do not specifically revoke proxies, then your vote in person will be treated in the same way as if it were the last received proxy and earlier proxies will only be disregarded to the extent that to count them would result in the number of votes being cast exceeding your entire holding.

(12) In relation to paragraph 11 above, in the event that you do not specifically revoke proxies, it will not be possible for the Company to determine your intentions in this regard. However, in light of the aim to include votes wherever and to the fullest extent possible, it will be assumed that earlier proxies should continue to apply to the fullest extent possible.

(13) Entitlement to attend and vote at the meeting or any adjournment thereof and the number of votes which may be cast thereat shall be determined by reference to the register of members of the Company at 6.00 p.m. on 19 October 2019 or, if the meeting is adjourned, on the day which is two days before the date of such adjourned meeting. In each case, changes to the register of members of the Company after such time shall be disregarded.

(14) Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for the meeting or any adjournment(s) by using the CREST electronic proxy appointment service may do so in accordance with the procedures set out in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

(15) In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The appointment must, in order to be valid, be transmitted so as to be received by (CREST Participant ID RA10) at least 48 hours prior to the meeting.

For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Link Asset Services are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

67

(16) CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time in this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

(17) Shareholders entitled to attend and vote at the meeting may appoint a proxy electronically by logging on to www.signalshares.com and entering “StatPro” in the box provided. “StatPro Group plc” will be presented on the next screen and you should click on this. Once you have clicked on this you should follow the prompts on the screen by entering your surname, investor code (which can be found on your share certificate), postcode, email address and selecting a password. Once you have registered you will have the opportunity to appoint a proxy online. For an electronic proxy to be valid, your appointment must be received by Link Asset Services no later than 48 hours before the time and date set for the meeting.

(18) The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

(19) A shareholder which is a company (a corporation) and which wishes to be represented at the meeting by a person with authority to speak, vote on a show of hands and vote on a poll (a corporate representative) must appoint such a person by resolution of its directors. A corporate representative has the same powers on behalf of the corporation he/she represents as that corporation could exercise if it were an individual member of the Company.

(20) If you are in any doubt about completing the WHITE form of proxy please telephone Link Asset Services on 0371 664 0391 from within the United Kingdom or on +44 (0) 371 664 0391 if calling from outside the United Kingdom. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside of the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

(21) Any question relevant to the business of the meeting may be asked at the meeting by anyone permitted to speak at the meeting.

(22) You may alternatively submit your question in advance by way of a letter addressed to the Chairman.

(23) Voting on the resolution at this meeting will be conducted on a poll rather than a show of hands.

68

Part 10

Notice of General Meeting

StatPro Group PLC (Incorporated in England and Wales with registered number 02910629)

NOTICE IS HEREBY GIVEN that a general meeting of StatPro Group plc (“Company”) shall be held at Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT at 10.15 a.m. on 21 October 2019 (or as soon thereafter as the Court Meeting has concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolution, which shall be proposed as a special resolution (terms defined in the document of which this notice forms part shall have the same meaning in this notice unless otherwise expressly defined):

SPECIAL RESOLUTION THAT:

A. For the purpose of giving effect to the scheme of arrangement dated 27 September 2019 (“Scheme”) between the Company and the holders of Scheme Shares, a print of which has been produced to this meeting and for the purposes of identification signed by the Chairman of the Company, in its original form or subject to any modification, addition or condition agreed in writing by the Company and Bidco and approved or imposed by the Court, the directors of the Company be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and

B. With effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new article 3A:

“3A Scheme of Arrangement 3A.1 In this Article 3A, references to “Scheme” are to the scheme of arrangement dated 27 September

2019 between the Company and the holders of Scheme Shares under Part 26 of the Companies Act 2006 in its original form or with or subject to any modification, addition or condition agreed by the Company and Bidco approved or imposed by the Court in accordance with its terms. Expressions defined in the Scheme shall have the same meanings in this Article 3A (save as expressly defined in these Articles).

3A.2 Notwithstanding any other provision of these Articles, if the Company issues any Ordinary Shares (other than to Bidco or its nominee(s)) (i) at or after the Voting Record Time and at or before the Scheme Record Time, or (ii) at or after the Voting Record Time in consequence of the exercise of an option under the StatPro Share Option Plans, or (iii) on the conversion of a StatPro Growth Share, such shares shall be issued subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the original or subsequent holders of such shares shall be bound by the Scheme accordingly.

3A.3 Subject to the implementation of the Scheme and notwithstanding any other provisions of these Articles, if any Ordinary Shares are issued or transferred to any person or his nominee (“New Member”) or otherwise come into existence as a result of a redesignation (other than under the Scheme to Bidco or its nominee(s)) after the Scheme Record Time (“Post-Scheme Shares”) they shall be immediately transferred to Bidco (or as it may direct in writing) who shall be obliged to acquire all Post-Scheme Shares in consideration for, and conditional on, the payment by Bidco of an amount in cash for each Post-Scheme Share as that New Member would have been entitled to under the Scheme for those Post-Scheme Shares had they been Scheme Shares, provided that the cash payment per share to be paid to a New Member pursuant to this paragraph 3A.3 of this Article may be adjusted by the Directors, in such manner as the auditors of the Company may determine, on any reorganisation of or material alteration to the share capital of either the Company (including, without limitation, any subdivision and/or consolidation) effected after the close of business on the Effective Date. References in this Article to Ordinary Shares shall, following such adjustment, be construed accordingly.

3A.4 To give effect to any transfer of Post-Scheme Shares required by this Article 3A, the Company may appoint any person as attorney or agent for the New Member to transfer the Post-Scheme

69

Shares to Bidco and/or its nominee(s) and do all such other things and execute and deliver all such documents as may in the opinion of the attorney be necessary or desirable to vest the Post-Scheme Shares in Bidco or its nominee(s) and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as Bidco may direct. If an attorney or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of Bidco) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed in writing by Bidco. The attorney or agent shall be empowered to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member (or any subsequent holder) in favour of Bidco or its nominees and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register Bidco or its nominees as holder thereof and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares.

3A.5 Bidco shall settle or procure the settlement of the consideration due under paragraph 3A.3 of this Article within 14 days after the transfer of the Post-Scheme Shares to Bidco and/or its nominee(s).

3A.6 Notwithstanding any other provision of these Articles, neither the Company nor the Directors shall register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date other than to Bidco or its nominee(s).”; and

C. Subject to and conditional on the Scheme becoming Effective, pursuant to the provisions of section 97 of the Companies Act, the Company be re-registered as a private limited company under the name of “StatPro Group Limited” with effect from the date approved by the Registrar of Companies.

By order of the StatPro Directors Registered office Clinton Moseley Mansel Court Company Secretary Mansel Road Dated: 27 September 2019 Wimbledon London SW19 4AA

Notes :

(1) Members of the Company entitled to attend and vote at the meeting may vote in person at the said meeting or they may appoint another person, whether a member of the Company or not, as their proxy to attend and vote in their stead. A proxy need not be a member of the Company.

(2) A YELLOW form of proxy is enclosed with this notice. Instructions for use are shown on the form. Completing and returning a form of proxy will not prevent the shareholder from attending and voting at the meeting (or any adjournment of the meeting) in person, should he subsequently decide to do so.

(3) To be valid, a YELLOW form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified or office copy of such power or authority, must be received at the offices of Link Asset Services at The Registry, PXS, 34 Beckenham Road, Beckenham, BR3 4TU not less than 48 hours before the time of the meeting (in other words, by 10.15 a.m. on 19 October 2019) or, as the case may be, the adjourned meeting. A reply-paid envelope has been provided for this purpose for use in the United Kingdom only. Forms of proxy not returned by that time may be handed to the Chairman before the commencement of the General Meeting and will still be valid.

(4) You may appoint more than one proxy provided that each proxy is appointed to exercise rights attaching to different shares.

(5) If you wish to appoint multiple proxies, you may: (a) photocopy a YELLOW form of proxy, fill in each copy in respect of different shares and send the multiple forms together to Link Asset Services, The Registry, PXS, 34 Beckenham Road, Beckenham, BR3 4TU, or alternatively (b) call Link Asset Services on the number in paragraph 22 below who will then issue you with multiple proxy forms. In each case, please ensure that all of the multiple proxy forms in respect of one registered holding are sent in the same envelope if possible.

(6) Subject to the following principles where more than one proxy is appointed, where a YELLOW form of proxy does not state the number of shares to which it applies (a “blank proxy”) then that proxy is deemed to have been appointed in relation to the total number of shares registered in your name (the “member’s entire holding”). In the event of a conflict between a blank proxy and YELLOW form of proxy which does state the number of shares to which it applies (“specific proxy”), the specific proxy shall be counted first, regardless of the time it was sent or received (on the basis that as far as possible, the conflicting forms of proxy should be judged to be in respect of different shares) and remaining shares will be apportioned to the blank proxy (pro rata if there is more than one).

(7) Where there is more than one proxy appointed and the total number of shares in respect of which proxies are appointed is no greater than your entire holding, it is assumed that proxies are appointed in relation to different shares, rather than that conflicting appointments have been made in relation to the same shares.

70

(8) If two or more valid but different instruments of proxy are received in respect of the same share for use at the same meeting or on the same poll, the one which is last received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the others as regards that share and if the Company is unable to determine which was the last received, none of them shall be treated as valid in respect of that share.

(9) If conflicting proxies are sent or received at the same time in respect of (or deemed to be in respect of) your entire holding, none of them shall be treated as valid.

(10) Where the aggregate number of shares in respect of which proxies are appointed exceeds your entire holding and it is not possible to determine the order in which they were sent or received (or they were all sent or received at the same time), the number of votes attributed to each proxy will be reduced pro rata (on the basis that as far as possible, conflicting forms of proxy should be judged to be in respect of different shares).

(11) Where the application of paragraph 10 above gives rise to fractions of shares, such fractions will be rounded down.

(12) If you appoint a proxy or proxies and then decide to attend the meeting in person and vote using your poll card, then your vote in person will override the proxy vote(s). If your vote in person is in respect of your entire holding then all proxy votes will be disregarded. If, however, you vote at the meeting in respect of less than your entire holding, if you indicate on your polling card that all proxies are to be disregarded, that shall be the case; but if you do not specifically revoke proxies, then your vote in person will be treated in the same way as if it were the last received proxy and earlier proxies will only be disregarded to the extent that to count them would result in the number of votes being cast exceeding your entire holding.

(13) In relation to paragraph 12 above, in the event that you do not specifically revoke proxies, it will not be possible for the Company to determine your intentions in this regard. However, in light of the aim to include votes wherever and to the fullest extent possible, it will be assumed that earlier proxies should continue to apply to the fullest extent possible.

(14) Entitlement to attend and vote at the meeting or any adjournment thereof and the number of votes which may be cast thereat shall be determined by reference to the register of members of the Company at 6.00 p.m. on 19 October 2019 or, if the meeting is adjourned, on the day which is two days before the date of such adjourned meeting. In each case, changes to the register of members of the Company after such time shall be disregarded.

(15) Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for the meeting or any adjournment(s) by using the CREST electronic proxy appointment service may do so in accordance with the procedures set out in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

(16) In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The appointment must, in order to be valid, be transmitted so as to be received by Link Asset Services (CREST Participant ID RA10) at least 48 hours prior to the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Link Asset Services are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

(17) CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

(18) The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

(19) Shareholders entitled to attend and vote at the meeting may appoint a proxy electronically by logging on to www.signalshares.com and entering “StatPro” in the box provided. “StatPro Group plc” will be presented on the next screen and you should click on this. Once you have clicked on this you should follow the prompts on the screen by entering your surname, investor code (which can be found on your share certificate), postcode, email address and selecting a password. Once you have registered you will have the opportunity to appoint a proxy online. For an electronic proxy to be valid, your appointment must be received by Link Asset Services no later than 48 hours before the time and date set for the meeting.

(20) A shareholder which is a company (a corporation) and which wishes to be represented at the meeting by a person with authority to speak, vote on a show of hands and vote on a poll (a corporate representative) must appoint such a person by resolution of its directors. A corporate representative has the same powers on behalf of the corporation he/she represents as that corporation could exercise if it were an individual member of the Company.

(21) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the Company’s register of members in respect of the joint holding.

(22) A shareholder which is a company (a corporation) and which wishes to be represented at the meeting by a person with authority to speak, vote on a show of hands and vote on a poll (a corporate representative) must appoint such a person by resolution of its directors. A corporate representative has the same powers on behalf of the corporation he/she represents as that corporation could exercise if it were an individual member of the Company.

71

(23) If you are in any doubt about completing the YELLOW form of proxy please telephone Link Asset Services on 0371 664 0391 from within the United Kingdom or on +44 (0) 371 664 0391 if calling from outside the United Kingdom. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside of the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

(24) Any question relevant to the business of the meeting may be asked at the meeting by anyone permitted to speak at the meeting.

(25) You may alternatively submit your question in advance by way of a letter addressed to the Chairman.

(26) Voting on the resolution at this meeting will be conducted on a poll rather than a show of hands.

72

Perivan 256298