Recommended Cash Acquisition of

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT

CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE

ADMISSION TO TRADING OF BLUE PRISM SHARES ON AIM.

PART 2 OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH

SECTION 897 OF THE COMPANIES ACT.

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 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 Blue Prism Shares, please send this document and any reply-paid

envelope (if so supplied) (but not the 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, neither this document nor

any accompanying document should 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 Blue Prism

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 Blue

Prism Shares, you should contact Link Group by telephoning the helpline, details of which are set out on page 8 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.

Neither this document nor any of the accompanying documents do or are intended to 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 Acquisition or otherwise, in any jurisdiction in which such offer,

invitation or solicitation is unlawful. This document is not a prospectus or prospectus equivalent document.

Recommended Cash Acquisition

of

Blue Prism Group plc(incorporated in England and Wales with company number 09759493)

by

Bali Bidco Limited(incorporated in England and Wales with company number 13627709)

(a company indirectly owned by the Vista Funds)

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 as a whole. Your attention is drawn to the letter from the

Chairman and Chief Executive Officer of Blue Prism in Part 1 of this document, which contains the unanimous

recommendation of the Blue Prism Directors that you vote in favour of the Scheme at the Court Meeting and the

Special Resolution at the General Meeting. A letter from Qatalyst Partners 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.

Notices of the Meetings, both to be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place,

78 Cannon Street, London EC4N 6AF on 19 November 2021, are set out in Parts 10 and 11 respectively of this document. The

Court Meeting will start at 4.00 p.m. and the General Meeting will start at 4.15 p.m. (or as soon thereafter as the Court Meeting

has concluded or been adjourned).

COVID-19 Restrictions

Whilst COVID-19 restrictions have been lifted as at the date of this document, the COVID-19 situation is constantly evolving

and the HM Government may change current restrictions or implement further measures relating to the holding of shareholder

meetings. As such, while Scheme Shareholders and Blue Prism Shareholders will be permitted to attend the Court Meeting and

General Meeting in person if they are entitled to and wish to do so (subject to any applicable COVID-19 restrictions then in

force), Blue Prism Shareholders and Scheme Shareholders are nevertheless encouraged to appoint “the Chairman of the

meeting” as their proxy for the General Meeting and the Court Meeting, respectively. Any changes to the arrangements for the

Court Meeting and the General Meeting will be communicated to Scheme Shareholders and Blue Prism Shareholders before

the Meetings, including through Blue Prism’s website https://investors.blueprism.com and by announcement through a

Regulatory Information Service. Blue Prism Shareholders should continue to monitor Blue Prism’s website and exchange news

services for any updates.

The action to be taken by Blue Prism Shareholders in respect of the Meetings is set out on pages 6 and 30 of this

document. Please read this information carefully. It is important that, for the Court Meeting in particular, 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 Meeting, or any adjournment

of either 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 Meetings or the completion and return of the Forms of Proxy, please telephone the helpline, details of

which are set out on page 8 of this document.

IMPORTANT NOTICES

Qatalyst Partners, which is authorised in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser

to Blue Prism and no one else in connection with the Acquisition and will not be acting for any other person and will not be

responsible to any person other than Blue Prism for providing the protections afforded to clients of Qatalyst Partners or for

advising any other person in respect of the matters referred to in this document. No representation or warranty, express or

implied, is made by Qatalyst Partners as to the contents of this document.

Investec Bank is authorised by the Prudential Regulation Authority and regulated in the UK by the Prudential Regulation

Authority and the Financial Conduct Authority. Investec Bank is acting for Blue Prism and no one else in connection with the

Acquisition and will not regard any other person (whether or not a recipient of this document) as a client in relation to the

matters referred to in this document and will not be responsible to anyone other than Blue Prism for providing the protections

afforded to Investec Bank’s clients, nor for providing advice in connection with any other matter, transaction or arrangement

referred to herein. No representation or warranty, express or implied, is made by Investec Bank as to the contents of this

document.

BofA Securities, a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and

regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for Blue

Prism in connection with the Acquisition and for no one else and will not be responsible to anyone other than Blue Prism for

providing the protections afforded to its clients or for providing advice in relation to the subject matter of this document or any

other matters referred to in this document. No representation or warranty, express or implied, is made by BofA Securities as

to the contents of this document.

Goldman Sachs, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority

and the Prudential Regulation Authority in the UK, is acting exclusively for TIBCO and no one else in connection with the

Acquisition and will not be responsible to anyone other than TIBCO for providing the protections afforded to clients of

Goldman Sachs or for providing advice in connection with the matters referred to in this document. No representation or

warranty, express or implied, is made by Goldman Sachs as to the contents of this document.

Nomura Securities International, is acting for TIBCO and no-one else in connection with the matters set out in this document

and will not be responsible to anyone other than TIBCO for providing the protections afforded to clients of Nomura Securities

International nor for providing advice in relation to the matters in this document. Neither Nomura Securities International nor

any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or

indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Nomura Securities

International in connection with this document, any statement contained herein or otherwise.

This document does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

This document has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse

Regulation, the Disclosure Guidance and Transparency Rules and the AIM Rules 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.

The release, publication or distribution of this document in or into certain jurisdictions other than the UK may be restricted by

law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe,

any applicable requirements. The availability of the Acquisition to Blue Prism Shareholders who are not resident in the UK

(and, in particular, their ability to vote their Blue Prism Shares with respect to the Scheme at the Court Meeting, or to appoint

2

another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions

in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable

requirements, as any failure to comply with such requirements 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.

Unless otherwise determined by Blue Prism, Bidco or required by the Takeover Code, and permitted by applicable law and

regulation, the Acquisition is not being 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 any such use, means,

instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the

laws of that jurisdiction. Accordingly, copies of this document and all documents relating to the Acquisition are not being, and

must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction

where to do so would violate the laws in that jurisdiction, and persons receiving this document and all documents relating to

the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or

from such jurisdictions where to do so would violate the laws in that jurisdiction.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation),

the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality

(including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign

commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover

Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the

AIM Rules and the Financial Conduct Authority.

This document does not constitute a prospectus or prospectus equivalent document.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided

for under the law of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the

tender offer or proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to disclosure

requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure

requirements of the US tender offer and proxy solicitation rules. The financial information included in this document has been

prepared in accordance with International Financial Reporting Standards and thus 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 US. If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such

Takeover Offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US

Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the US by Bidco and no one else.

The receipt of cash pursuant to the Acquisition by a US Blue Prism Shareholder as consideration for the transfer of its Blue

Prism Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under

applicable US state and local, as well as foreign and other, tax laws. Blue Prism Shareholders are urged to consult their

independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.

It may be difficult for US Blue Prism Shareholders to enforce their rights and claims arising out of the US federal securities

laws, since Blue Prism is located in a country other than the US, and some or all of its officers and directors may be residents

of countries other than the US. US Blue Prism Shareholders may not be able to sue a non-US company or its officers or

directors in a non-US court for violations of US 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 and judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated

companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Blue

Prism Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme

becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each

of BofA Securities, Investec Bank, Goldman Sachs and Nomura Securities International will continue to act as a connected

exempt principal trader in Blue Prism Shares on the London Stock Exchange. If such purchases or arrangements to purchase

were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices

and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to

purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available

on the London Stock Exchange website at www.londonstockexchange.com.

Forward looking statements

This document (including information incorporated by reference in this document), oral statements made regarding the

Acquisition, and other information published by Vista, Bidco or Blue Prism contain statements about the Bidco Group, the

TIBCO Group and the Blue Prism Group that are or may be deemed to be forward looking statements. All statements other

than statements of historical facts included in this document may be forward looking statements. Without limitation, any

statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”,

3

“will”, “may”, “shall”, “should”, “anticipates”, “estimates”, “projects”, “is subject to”, “budget”, “scheduled”, “forecast” or

words or terms of similar substance or the negative thereof, are forward looking statements. 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 the Bidco Group’s, the TIBCO Group’s or the Blue Prism Group’s operations and

potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the Bidco Group’s, the

TIBCO Group’s or the Blue Prism Group’s business.

Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current

expectations and projections of the management of Bidco, TIBCO and Blue Prism (as relevant) about future events, and are

therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key

assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward

looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, the

failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes

in economic conditions, currency fluctuations, changes in interest and tax rates, changes in laws, regulations or regulatory

policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management,

or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable

factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking

statements should therefore be construed in the light of such factors. Neither Bidco nor Blue Prism, nor any of their respective

associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence

of the events expressed or implied in any forward looking statements in this document will actually occur. Due to such

uncertainties and risks, readers 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 any member of the Bidco Group

or the Blue Prism Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified

in their entirety by the cautionary statement above.

Bidco and Blue Prism expressly disclaim any obligation to update any forward looking or other statements contained herein,

except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new

information, future events or otherwise.

Profit forecasts, estimates or quantified financial benefits statements

The Blue Prism Profit Forecast is a profit forecast for the purposes of Rule 28 of the Takeover Code. The Blue Prism Profit

Forecast, the assumptions and basis of preparation on which the Blue Prism Profit Forecast is based and the Blue Prism

Directors’ confirmation, as required by Rule 28.1 of the Takeover Code, are set out in Part 8 of this document.

Other than in respect of the Blue Prism Profit Forecast, no statement in this document is intended as a profit forecast, estimate

or quantified financial benefits statement for any period and no statement in this document should be interpreted to mean that

earnings or earnings per share for Blue Prism for the current or future financial years would necessarily match or exceed the

historical published earnings or earnings per share for Blue Prism.

For the purposes of Rule 28 of the Takeover Code the Blue Prism Profit Forecast contained in Part 8 of this document is the

responsibility of Blue Prism and the Blue Prism Directors.

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.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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) of the Takeover Code applies must be made by no later than

3.30 p.m. on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than

3.30 p.m. 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 Takeover 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

4

details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom

Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. 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 of the Takeover Code.

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 either of them (see Rules 8.1,

8.2 and 8.4 of the Takeover 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 Blue Prism Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Blue Prism Shareholders, persons

with information rights and other relevant persons for the receipt of communications from Blue Prism may be provided to

Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c)

of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this document (together with all information incorporated into this document by reference to another source) and

the documents required to be published by Rule 26 of the Takeover Code are being made available subject to certain

restrictions relating to persons resident in Restricted Jurisdictions on Blue Prism’s website at https://investors.blueprism.com.

For the avoidance of doubt, the contents of the websites referred to in this document are not incorporated into and do not form

part of this document.

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this document and any information

incorporated into it by reference to another source in hard copy form. A person may also request that all future documents,

announcements and information to be sent to that person in relation to the Acquisition should be in hard copy form.

Blue Prism Shareholders may request a hard copy of this document (and any information incorporated by reference in this

document) by contacting Link Group between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday (except public

holidays in England and Wales) on 0371 664 0321 (or if calling from outside the UK +44 371 664 0321) or by submitting a

request in writing to the Registrar at Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United

Kingdom or by email to [email protected]. Blue Prism Shareholders may also request that all future

documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form. Calls are

charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable

international rate. If you have received this document in electronic form, copies of this document and any document or

information incorporated by reference into this document will not be provided unless such a request is made.

Scheme Process

In accordance with Section 5 of Appendix 7 of the Code, Blue Prism will announce through a Regulatory Information Service

key events in the Scheme process including the outcomes of the Meetings and the Court Hearing.

Unless otherwise consented to by the Panel and (if required) the Court, any modification or revision to the Scheme should

normally be made no later than the date which is 14 days prior to the Meetings (or any later date to which such Meetings are

adjourned).

Definitions

Definitions used in this document are as defined in Part 9 of this document unless defined elsewhere herein or the context

requires otherwise.

Time

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

Date

This document is dated 22 October 2021.

5

ACTION TO BE TAKEN BY BLUE PRISM SHAREHOLDERS

Voting at the Meetings

The Scheme will require the approval of the Scheme Shareholders at the Court Meeting to be held at the

offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London

EC4N 6AF at 4.00 p.m. on 19 November 2021.

The Scheme will also require the approval of Blue Prism Shareholders of the Special Resolution at the

General Meeting to be held at the same place at 4.15 p.m. on 19 November 2021 (or as soon thereafter as

the Court Meeting has concluded or been adjourned).

Notices of the Meetings are set out in Parts 10 and 11 respectively of this document.

For the reasons set out in this document, the Blue Prism Directors, who have been so advised by

Qatalyst Partners on the financial terms of the Acquisition, consider the terms of the Acquisition to be

fair and reasonable. Qatalyst Partners is providing independent financial advice to the Blue Prism

Directors for the purpose of Rule 3 of the Takeover Code. In providing its financial advice to the Blue

Prism Directors, Qatalyst Partners has taken into account the commercial assessments of the Blue

Prism Directors.

Accordingly, the Blue Prism Directors recommend unanimously that Blue Prism Shareholders vote in

favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General

Meeting as the Blue Prism Directors who are interested in Blue Prism Shares have irrevocably

undertaken to do in respect of their own beneficial holding of Blue Prism Shares.

Please check you have received with this document:

• a BLUE Form of Proxy for use at the Court Meeting;

• a WHITE Form of Proxy for use at the General Meeting; and

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

If you have not received these documents, please contact Link Group on the helpline, details of which are

set out on page 8 of this document.


Whilst COVID-19 restrictions have been lifted as at the date of this document, the COVID-19 situation is

constantly evolving and the HM Government may change current restrictions or implement further measures

relating to the holding of shareholder meetings. As such, while Scheme Shareholders and Blue Prism

Shareholders will be permitted to attend the Court Meeting and General Meeting in person if they are entitled

to and wish to do so (subject to any applicable COVID-19 restrictions then in force), Blue Prism

Shareholders and Scheme Shareholders are nevertheless encouraged to appoint “the Chairman of the

meeting” as their proxy for the General Meeting and the Court Meeting, respectively. Any changes to the

arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders

and Blue Prism Shareholders before the Meetings, including through Blue Prism’s website

https://investors.blueprism.com and by announcement through a Regulatory Information Service. Blue

Prism Shareholders should continue to monitor Blue Prism’s website and exchange news services for any

updates.

Whether or not you plan to attend the Meetings in person, please complete the enclosed Forms of Proxy in

accordance with the instructions printed on them and return them to: Link Group, PXS 1, 10th Floor, Central

Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom as soon as possible and, in any event, so as

to be received by no later than:

• 4.00 p.m. on 17 November 2021 in the case of the BLUE Form of Proxy for the Court Meeting;

and

6

• 4.15 p.m. on 17 November 2021 in the case of the WHITE 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. Non-working days shall not be taken into account for the purposes of calculating the

deadline for returning Forms of Proxy for any adjourned Meeting.) A reply-paid envelope is provided

for use in the United Kingdom only. Forms of Proxy returned by fax will not be accepted.

If the BLUE Form of Proxy for use at the Court Meeting is not received by Link Group by the above time,

it may be presented in person to the Chairman of the Court Meeting or the relevant representative of Link

Group at the Court Meeting, before the commencement of the Court Meeting. However, if the WHITE Form

of Proxy for the General Meeting is not received by Link Group by 4.15 p.m. on 17 November 2021, it will

be invalid.

Electronic appointment of proxies through CREST

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment

service may do so for the Court Meeting and any adjournment(s) thereof by using the procedures described

in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST

members who have appointed 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.

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’s specifications and must contain the information required for such instructions, as described in

the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an

amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted

so as to be received by the issuer’s agent (ID RA10) by no later than 4.00 p.m. on 17 November 2021 in the

case of the Court Meeting and 4.15 p.m. on 17 November 2021 in the case of the General Meeting (or, in

the case of an adjourned Meeting, not less than 48 hours prior to the time and date set for the adjourned

Meeting (excluding any part of a day that is not a working day)). 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 the issuer’s agent is 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.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that

CREST 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 voting service provider(s), to procure that his 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.

Blue Prism may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation

35(5)(a) of the Uncertificated Securities Regulations 2001.

Online appointment of proxies

You can submit your proxy vote electronically by logging on to the website of http://www.signalshares.com.

If you have not yet registered, select “Register an Account” then enter your surname, Investor Code,

Postcode and an email address. Create a password and click “Register” to proceed. You will be able to vote

immediately by selecting “Proxy Voting” from the menu. Full details of the procedure to be followed to

appoint a proxy electronically are given on the website. Further information is also included in the

instructions included on the Forms of Proxy. Proxies submitted via the website referred to above must be

7

received no later than 4.00 p.m. on 17 November 2021 (or, in the case of an adjourned Meeting, not less than

48 hours prior to the time and date set for the adjourned Meeting (excluding any part of a day that is not a

working day)).

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 Meetings,

or any adjournment of the Meetings, if you so wish and are so entitled.

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, 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

4.00 P.M. ON 17 NOVEMBER 2021 IN THE CASE OF THE COURT MEETING AND BY 4.15 P.M.

ON 17 NOVEMBER 2021 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. NON-WORKING DAYS SHALL NOT BE TAKEN

INTO ACCOUNT FOR THE PURPOSES OF CALCULATING THE DEADLINE FOR

RETURNING FORMS OF PROXY FOR ANY ADJOURNED MEETING).

HELPLINE

If you have any questions relating to this document (or any information incorporated into this document by

reference from another source), the Meetings or the completion and return of the Forms of Proxy, please

telephone Link Group on +44 (0) 371 664 0321. 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. and 5.30 p.m., Monday to Friday excluding public holidays in

England and Wales. Link Group cannot provide advice on the merits of the Acquisition nor give any

financial, legal or tax advice.

8

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

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

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

Event Time and/or date

Latest time for lodging Forms of Proxy for the:

Court Meeting (BLUE Form of Proxy) 4.00 p.m. on 17 November 20211

General Meeting (WHITE Form of Proxy) 4.15 p.m. on 17 November 20212

Voting Record Time for the Court Meeting and the

General Meeting 6.00 p.m. on 17 November 20213

Court Meeting 4.00 p.m. on 19 November 2021

General Meeting 4.15 p.m. on 19 November 20214

The following are indicative only and are subject to change5

Court Hearing to sanction the Scheme a date expected to be in the

last quarter of 2021 or the first quarter

of 2022, subject to regulatory clearances,

and, in any event, prior to 11.59 p.m.

on the Long Stop Date (“D”)6

Last day of dealings in, for registration of transfers of,

and disablement in CREST of, Blue Prism Shares D+1

Scheme Record Time 6.00 p.m. on D+1

Suspension of admission to trading of, and dealings in,

Blue Prism Shares on AIM 7.30 a.m. on D+2 (“ED”)

Effective Date ED7

Cancellation of admission to trading of Blue Prism

Shares on AIM ED + 1 Business Day

Latest date for despatch of cheques and settlement through

CREST in respect of the Cash Consideration due to Scheme Shareholders ED + 14

Long Stop Date 28 March 20228

If any of the expected times and/or dates above change, the revised times and/or dates will be notified to

Blue Prism Shareholders by announcement through a Regulatory Information Service.

Notes:

1. The BLUE Form of Proxy for the Court Meeting should be received by Link Group before 4.00 p.m. on 17 November 2021, or,

if the Court Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned Meeting

(excluding any part of a day that is not a working day). BLUE Forms of Proxy not so received may be presented in person to the

Chairman of the Court Meeting or the relevant representative of Link Group at the Court Meeting, before the commencement of

the Court Meeting.

2. The WHITE Form of Proxy for the General Meeting must be lodged with Link Group before 4.15 p.m. on 17 November 2021

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 (excluding any part of a day that is not a working day). WHITE Forms of Proxy cannot be handed in after

this deadline.

3. If a Meeting is adjourned, only those Scheme Shareholders (in the case of the Court Meeting) and Blue Prism Shareholders (in

the case of the General Meeting) on the register of members of Blue Prism at 6.00 p.m. on the day which is two days before the

9

adjourned Meeting (excluding any part of a day that is not a working day) will be entitled to attend and vote at such adjourned

Meeting.

4. To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.

5. These dates and times are indicative only and will depend, among other things, upon the date upon which: (i) the Conditions set

out in Part 3 of this document are satisfied or (if applicable) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order

is delivered to the Registrar of Companies. Blue Prism will give notice of any change(s) by issuing an announcement through a

Regulatory Information Service and, if requested by the Panel, send notice of the change(s) to Blue Prism Shareholders and other

persons with information rights.

6. At the Court Hearing, Scheme Shareholders may be present and be heard in person or through representation to support or oppose

the sanctioning of the Scheme. Depending on the date of the Court Hearing, this right may be subject to the HM Government

instructions relating to COVID-19 and any guidelines issued by the Court. Blue Prism will give notice of any change(s) by

issuing an announcement through a Regulatory Information Service.

7. Expected to be in the last quarter of 2021 or in the first quarter of 2022.

8. Or such later date as may be agreed between Bidco and Blue Prism and, if required, the Panel and the Court may allow (if such

approval(s) are required).

10

CONTENTS

Page

PART 1 LETTER FROM THE CHAIRMAN OF BLUE PRISM GROUP PLC 12

PART 2 EXPLANATORY STATEMENT 21

PART 3 CONDITIONS AND FURTHER TERMS OF THE OFFER AND THE SCHEME 36

PART 4 FINANCIAL AND RATINGS INFORMATION 47

PART 5 ADDITIONAL INFORMATION 48

PART 6 THE SCHEME OF ARRANGEMENT 68

PART 7 UNITED KINGDOM TAXATION 76

PART 8 BLUE PRISM PROFIT FORECAST 78

PART 9 DEFINITIONS 80

PART 10 NOTICE OF COURT MEETING 87

PART 11 NOTICE OF GENERAL MEETING BLUE PRISM GROUP PLC 91

11

PART 1

LETTER FROM THE CHAIRMAN OF BLUE PRISM GROUP PLC(Incorporated in England and Wales with registered number 09759493)

Directors: Registered office:

Jason Kingdon (Chairman and Chief Executive) 2 Cinnamon Park

Ijoma Maluza (Chief Financial Officer) Crab Lane, Fearnhead

Kenneth Lever (Non-Executive Director) Warrington, England

Christopher Batterham (Non-Executive Director) WA2 0XP

Rachel Mooney (Non-Executive Director)

Maurizio Carli (Non-Executive Director)

Murray Rode (Non-Executive Director)

22 October 2021

To all holders of Blue Prism Shares and, for information only, to the holders of options or awards under the

Blue Prism Share Plans and persons with information rights

Dear Shareholder,

Recommended Cash Acquisition of Blue Prism Group plc by Bali Bidco Limited

1. Introduction

On 28 September 2021, the boards of Blue Prism and Bidco announced they had reached agreement on the

terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Blue

Prism by Bidco, to be effected by means of a Court-sanctioned scheme of arrangement between Blue Prism

and Scheme Shareholders under Part 26 of the Companies Act (the “Acquisition”).

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 Blue Prism Directors consider the terms of the Acquisition to be fair and

reasonable and unanimously recommend that you vote in favour of the Scheme at the Court Meeting and the

Special Resolution at the General Meeting, both of which will be held on 19 November 2021 at the offices

of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF.

The Court Meeting will start at 4.00 p.m. and the General Meeting will start at 4.15 p.m. (or as soon

thereafter as the Court Meeting has concluded or been adjourned).

Statements made or referred to in this letter regarding Bidco’s reasons for the Acquisition, information

concerning the businesses of Vista, TIBCO and Bidco, the financial effects of the Acquisition on Bidco

and/or intentions or expectations of or concerning Bidco reflect the views of the Bidco Board.

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 will receive:

1,125 pence in cash for each Blue Prism Share

The Acquisition Price represents a premium of approximately:

• 35.2 per cent. to the Closing Price per Blue Prism Share of 832 pence on 27 August 2021 (being the

last Business Day prior to the commencement of the Offer Period);

• 34.9 per cent. to the volume weighted average price per Blue Prism Share of 834 pence for the

one-month period ending on 27 August 2021 (being the last Business Day prior to the commencement

of the Offer Period); and

12


three-month period ending on 27 August 2021 (being the last Business Day prior to the

commencement of the Offer Period).

The Acquisition values the entire issued and to be issued ordinary share capital of Blue Prism at

approximately £1,096 million on a fully diluted basis.

If any dividend or other distribution is declared, made or paid in respect of Blue Prism Shares on or after the

Announcement Date, Bidco reserves the right to reduce the Acquisition Price by the amount of such dividend

or other distribution, in which case any reference in this document to the Acquisition Price payable under

the terms of the Acquisition will be deemed to be a reference to the Acquisition Price so reduced. In such

circumstances, Blue Prism Shareholders would be entitled to receive and retain any such dividend or other

distribution.

3. Background to and reasons for the Acquisition

Bidco believes that the acquisition of Blue Prism represents an attractive opportunity to expand its enterprise

software offering and strengthen its exposure to the robotic process automation (“RPA”) sector. Blue Prism

has a strong product portfolio and understanding of its clients’ needs which enables it to (i) provide highly

differentiated software solutions and services and (ii) assist its clients in unlocking efficiencies, returning

millions of hours of work back into their business and delivering reduced costs.

Since 2001, Blue Prism has grown substantially through organic growth and development as well as through

the strategic acquisition of Thoughtonomy in July 2019, which provided Blue Prism with broader access to

the mid-tier of the market and a platform to expand its AI and cloud capabilities. Blue Prism is a leading

player in intelligent automation for the enterprise, transforming the way work is done. Blue Prism has users

globally in more than 2,000 businesses, including Fortune 500 companies. Under private ownership, Blue

Prism will benefit from greater access to long term capital to pursue new growth opportunities via product

investment and other potential add-on M&A activity.

Following completion of the Acquisition, Vista intends to indirectly transfer Bidco to TIBCO, a portfolio

company of Vista. The combination of Blue Prism and TIBCO technology is expected to yield significant

synergies and market differentiation, combining the go-to market strategy and the product and research and

development investment of the two businesses. Blue Prism’s largest vertical, financial services, is also

TIBCO’s largest vertical. Additionally, TIBCO brings great depth of knowledge in multiple industries

including manufacturing, energy and transportation which Blue Prism also serves today.

Furthermore, TIBCO will expand Blue Prism’s technological advantage by providing access to

industry-leading technologies in areas such as: (i) integration, expanding the reach of Blue Prism by

providing access to TIBCO’s broad cloud integration platform, as well as scaling across the enterprise and

reacting to events in real time; (ii) data management, enabling Blue Prism customers to gain instant access

to rich connectivity options and robust data management capabilities; (iii) analytics, providing Blue Prism

clients the opportunity to benefit from rich visual analytics to enhance automation and performance

analytics; and (iv) data science, delivering proven AI to maximise the value of intelligent automation.

TIBCO will also provide Blue Prism with the expertise to deliver its products in a true, unique, cloud-native

approach that includes: hybrid cloud, multi-cloud and integration with TIBCO’s award-winning SaaS

platform.

Blue Prism’s comprehensive set of RPA capabilities will augment TIBCO’s Connected Intelligence

platform – specifically its digital process automation, enterprise integration platform as a service and

hyperconverged analytics capabilities, to accelerate customers’ end-to-end digital transformation initiatives.

Together, Blue Prism and TIBCO will provide customers access to a complementary set of hyperautomation

capabilities with a proven track record of path-breaking innovation.

These synergies will present significant opportunities to deliver both TIBCO and Blue Prism’s products to

each other’s installed base.

13

4. Intentions of Vista and Bidco for directors, management, employees, research and development

and locations

4.1 Vista’s strategic plans for Blue Prism

As set out in paragraph 3 above, Bidco believes that the Acquisition has compelling strategic and

financial rationale and would enhance the medium-term growth opportunities for both TIBCO and

Blue Prism.

Bidco believes that Blue Prism would benefit from the opportunity to gain access to TIBCO’s large

global blue-chip enterprise customers to increase its penetration within the world’s largest customers.

Bidco also believes that TIBCO’s existing business would benefit from the opportunity to market a

broader product offering to existing and new customers.

Vista, like all private equity investors, will always assess options for its investments and intends to

explore the potential sale of all or a portion of its equity interest in the Combined Group which may

happen within the next 12 months.

4.2 Research and development

Bidco values the investment that Blue Prism has made in its technology and the infrastructure and

expertise within the Blue Prism Group to create, maintain and enhance existing product offering and

intends to retain Blue Prism’s research and development capabilities. Bidco believes that research and

development is important for the long-term success of Blue Prism and intends to continue to invest in

this area following completion of the Acquisition in order to drive ongoing successful product

development.

4.3 Employees and management

Following completion of the Acquisition, Bidco intends to look at ways to optimise the structure of

the Combined Group in order to achieve the anticipated benefits of the Acquisition whilst maintaining

a UK RPA centre of excellence.

Bidco’s preliminary evaluation work to identify potential efficiencies arising from the Acquisition

suggests that, in order to achieve the expected benefits of the Acquisition, some rationalisation and

restructuring across the corporate, sales and operational and development functions will be required

following completion of the Acquisition. Bidco has not yet received sufficiently detailed information

to formulate comprehensive plans or intentions regarding the impact of the Acquisition on Blue Prism

or its employees.

Bidco’s preliminary evaluation suggests a substantial portion of the synergies from the combination

would come from systems and infrastructure, facilities, contracts and shared services and potentially

material headcount reductions of 8 to 10 per cent. of the approximately 4,750 employees of the

Combined Group. Based on Bidco’s preliminary evaluation, the synergy plan suggests aggregate cost

savings across all of the areas set out above of approximately 15 per cent. of the Combined Group,

before any of the expected reinvestment into innovation, partnerships and marketing.

The finalisation and implementation of any headcount reductions that are part of this plan will be

subject to comprehensive planning and appropriate engagement with stakeholders, including affected

employees and any appropriate employee representative bodies. It is anticipated that efforts will be

made to mitigate headcount reductions through redundancies, via natural attrition, the elimination of

vacant roles and alternative job opportunities. Any affected individuals will be treated in a manner

consistent with Bidco and Blue Prism’s high standards, culture and practices. Bidco intends to

approach employee and management integration with the aim of retaining and motivating the best

talent across the Combined Group to create a best-in-class organisation.

Upon and following completion of the Acquisition, Bidco intends to align the conditions of

employment of the employees and management of the Blue Prism Group with TIBCO’s employment

policies, and confirms that it has given assurances to the Blue Prism Directors that it intends to fully

observe the existing contractual and statutory employment rights of all Blue Prism management and

14

employees. Subject to the potential headcount reductions described above, Bidco does not intend to

make any material changes to the balance of skills and the functions of the employees or management

of the Blue Prism Group.

It is intended that, with effect from the Effective Date, each of Blue Prism’s non-executive directors

will resign from their office as a director of Blue Prism.

4.4 Pension schemes

Blue Prism does not operate or contribute to any defined benefit pension schemes in respect of its

employees. It does, however, operate certain defined contribution pension plans. Bidco intends to

comply with all applicable law in connection with the provision of retirement benefits. Bidco does not

intend to make any changes to any employer contributions made by Blue Prism into personal or other

pension schemes.

4.5 Headquarters, locations and fixed assets

Following completion of the Acquisition, Bidco will evaluate the best location for the functions of the

Combined Group’s operations but it is intended that Blue Prism’s UK headquarters will be maintained

as a UK RPA centre of excellence.

Functions which have historically been related to Blue Prism’s status as a listed company will no

longer be required or will be reduced in size to reflect Blue Prism ceasing to be a listed company. Any

internal reorganisation plans undertaken by Bidco will take place as part of the consolidation of the

Combined Group, including TIBCO operations relocating to some Blue Prism locations.

No redeployment of Blue Prism’s fixed asset base is envisaged.

4.6 Trading facilities

Blue Prism Shares are currently admitted to trading on the London Stock Exchange’s AIM market,

and, as set out in paragraph 14 of Part 2 of this document, subject to the Scheme becoming Effective,

an application will be made to the London Stock Exchange to cancel the admission of Blue Prism

Shares to trading on AIM.

4.7 Management incentivisation

As set out in paragraph 7.3.5 of Part 5 of this document, the Blue Prism Directors have agreed to pay

a cash bonus to Ijoma Maluza and six other employees payable after the Effective Date in

consideration and recognition of the additional work carried out in connection with the Acquisition.

No proposals have yet been made on the terms of any incentivisation arrangements to be provided by

Bidco and Vista for relevant Blue Prism employees or management and no discussions have taken

place regarding the terms of such arrangements. Bidco and Vista are committed to incentivising

employees as part of the Combined Group and any such arrangements will be disclosed in accordance

with the Takeover Code as appropriate.

4.8 Rule 25.9 of the Takeover Code

In accordance with Rule 2.11 of the Takeover Code, Blue Prism has made available to employees a

copy of the Announcement and has informed employees of the right of employee representatives

under Rule 25.9 of the Takeover Code to require that a separate opinion of the employee

representatives of the effects of the Scheme on employment be appended to this document. As at the

date of publication of this document, no such opinion has been provided. If and to the extent that Blue

Prism is provided with such an opinion after the date of publication of this document, Blue Prism will

publish that opinion in accordance with the requirements of Rule 25.9 of the Takeover Code.

15

4.9 Financial effects of the Acquisition on the Bidco Group

Completion of the Acquisition would result in the earnings, assets and liabilities of the Blue Prism

Group being consolidated into the earnings, assets and liabilities of the Bidco Group. This is expected

by Bidco to have a positive impact on the earnings and net assets of the Bidco Group.

4.10 Other

No statements in this paragraph 4 constitute “post-offer undertakings” for the purpose of Rule 19.5 of

the Takeover Code.

The statements in this paragraph 4 which constitute “post-offer intention statements” for the purposes

of Rule 19.6 of the Takeover Code will apply for 12 months from Completion.

5. Background to and reasons for the Blue Prism Directors’ recommendation

Blue Prism has established itself as a leading player in the RPA sector since its founding in 2001, when it

first pioneered the technology. In the five years since its initial public offering in 2016, Blue Prism has

delivered substantial cumulative annual revenue growth, increasing in that period from £6.1 million in fiscal

year 2015 to £141.4 million in fiscal year 2020, representing a compounded annual growth rate of over

88 per cent. Blue Prism has done this whilst maintaining a disciplined capital allocation strategy and a strong

liquidity position.

Despite the uncertain backdrop caused by the pandemic, Blue Prism’s senior management team has made

significant progress in delivering on Blue Prism’s strategic priorities. Under Jason Kingdon’s leadership as

CEO from April 2020, Blue Prism has accelerated its investment in product development, launching a

number of new products over the last 18 months to enhance the scalability and usability of the core Blue

Prism offering.

Over the last fiscal year, Blue Prism has not seen the anticipated re-acceleration of performance. Competition

has increased materially from both large, well-funded existing competitors such as UiPath and Automation

Anywhere, as well as new entry by large capitalization global software firms including Microsoft, Salesforce

and ServiceNow, impacting both new customer additions and pricing. In addition, COVID continues to

affect sales cycles. While the Company delivered strong revenue growth of 46 per cent. during fiscal year

2020, the rate of growth slowed to 24 per cent., on a constant currency basis, during the first half of fiscal

year 2021. Similarly, ARR generated in the half year grew by 22 per cent., on a constant currency basis, to

£162 million and growth in the second half of the year has not yet returned to previous pre-pandemic levels.

Blue Prism now anticipates revenues of around £167 million for FY21 based on prevailing foreign exchange

rates and annualized recurring revenue of £169 million as at 31 July 2021, representing c.22 per cent. year-

on-year revenue growth on a constant currency basis. The Blue Prism Board believes that returning to Blue

Prism’s traditional levels of high growth - or above these current levels - will require time and considerable

investment in product development. Furthermore, such re-acceleration may first incur a period of slower

growth and higher losses.

Blue Prism continues to use its strong balance sheet to ramp up investment in product development.

However, the Blue Prism Board believes more significant, ongoing investment may be required to continue

to evolve Blue Prism to a multi-product company - thereby maintaining a leading position in the

fast-evolving intelligent automation sector. It may be challenging for the Blue Prism Group to accelerate

both the level of investment and the rate of innovation still further while operating as an independent public

limited company. In the period from the last Business Day prior to 14 January 2021, when Blue Prism

provided investors with guidance for fiscal year 2021, which implied a yearly revenue growth of 20 per cent.

- 27 per cent. compared to 46 per cent. in fiscal year 2020 and 75 per cent. in fiscal year 2019, to 27 August

2021 (being the last Business Day prior to the commencement of the Offer Period) the price at which Blue

Prism Shares have traded on AIM has declined by approximately 56 per cent. Being part of a larger

organisation would allow Blue Prism to act with speed and decisiveness as well as to benefit from the

existing, substantial technology offerings of an acquirer with a broader set of related technology offerings.

This is essential to ensure that Blue Prism’s technology offering and feature set remain competitive given

the increasing threat posed by large and well-funded competitors such as UiPath, Automation Anywhere and

16

recent new entrants to the RPA market such as Microsoft, Salesforce and ServiceNow. The Blue Prism Board

believes that the Acquisition substantially accelerates this strategy to benefit customers and partners whilst

also providing certain value for shareholders.

Shareholder Consultation Update

During Blue Prism’s annual general meeting held in March 2021, resolutions relating to the election of the

Chairman and CEO as well as two independent directors were passed but received less than 80 per cent.

support. The Blue Prism Board committed to conduct a shareholder consultation and offered individual

meetings with the recently appointed independent non-executive directors to the Company’s major

shareholders. Of those, ten of the largest Blue Prism Shareholders, holding among them more than

40 per cent. of the Company’s share capital, held meetings to provide feedback directly to one or more of

these directors. As well as emphasising their view of the need for structure change to Blue Prism

management and the Blue Prism Board, a significant number of these Blue Prism Shareholders encouraged

the Blue Prism Board to explore a sale of the Company, among other strategic considerations.

The Blue Prism Board has considered a range of strategic options given the strategic and operational

headwinds facing the Company, the significant risks in execution and the shareholder consultation feedback.

As part of its strategic review, the Blue Prism Board also assessed its own structure, and reviewed the need

to separate the Chairman and CEO roles. The Blue Prism Board plans to separate these roles and has

commenced a search for a new CEO. Whilst the Blue Prism Board is confident in its ability to attract an

experienced international software business leader to take up the role of CEO, it is clear that delivering on

the strategy will require considerable continued investment in both product development and go-to-market

activities. It may also take considerable time for a new CEO to implement a new operational strategy in a

fast-evolving competitive market.

The Blue Prism Board, together with its advisors, conducted a thorough process to explore a sale of the

Company, involving outreach to 15 strategic parties and 12 financial sponsors (including Vista, who entered

into the Confidentiality Agreement with Blue Prism in respect of the Acquisition on 8 June 2021 and has

been engaged in the process with the Company since that time), and received two non-binding proposals to

acquire the Company over the last five months.

After careful consideration and having evaluated all options, the Blue Prism Board has determined that the

Acquisition is in the best interests of Blue Prism Shareholders, immediately delivering certain value, that is

both the highest offered in the process and superior to the Company’s standalone alternatives, without the

execution risks associated with the necessary strategic investments envisaged. The Blue Prism Directors

have concluded that the terms of the Acquisition recognise the strength of Blue Prism’s business, team and

its prospects, weighed against the risks in executing upon Blue Prism’s standalone plan, whilst also

providing Blue Prism Shareholders the opportunity to crystallise the value of their holdings today.

In considering the terms of the Acquisition, the Blue Prism Directors have taken into account a number of

factors, including those mentioned above, and that the cash value of the offer of 1,125 pence for each Blue

Prism Share represents a premium of approximately:

• 35.2 per cent. to the Closing Price of 832 pence for each Blue Prism Share on 27 August 2021 (being

the last Business Day prior to the commencement of the Offer Period);

• 34.9 per cent. to the daily volume weighted average price of 834 pence for each Blue Prism Share for

the one-month period ended 27 August 2021 (being the last Business Day prior to the commencement


• 34.1 per cent. to the daily volume weighted average price of 839 pence for each Blue Prism Share for

the three-month period ended 27 August 2021 (being the last Business Day prior to the


17

Moreover, the 5.8x* FY21 revenue multiple implied by the Acquisition represents a 42 per cent. premium

to Blue Prism’s multiple based on the Closing Price on 27 August 2021.

* FY21 revenue multiple calculated as enterprise value implied by the Acquisition Price of 1,125 pence per Blue Prism Share,

divided by the anticipated revenue of around £167 million for the financial year ending 31 October 2021, as noted in paragraph

6 of Part 2 of this document.

The Blue Prism Board has also carefully considered Bidco’s intentions for the business, management,

employees and other stakeholders of Blue Prism, including Blue Prism’s many worldwide customers and

partners. The Blue Prism Board has considered the ability of Bidco to provide greater capital resources and

investment, including in particular continuing investment into research and development, to execute Blue

Prism’s strategic plans and ensure that the Company can continue to provide the innovative products and

services that will best serve its customers and partners in the future. The Blue Prism Board is pleased to note

the importance and value attached by Bidco to the skills, experience and commitment of the management

and employees of Blue Prism. While the Blue Prism Board acknowledges that Bidco’s intentions for the

Combined Group may include some headcount reductions across the Combined Group as part of achieving

synergies, it notes Bidco’s intentions with regard to how those synergies may be achieved and welcomes

Bidco’s intentions with regard to continuing investment in research and development and the maintenance

of a UK RPA centre of excellence.

The Blue Prism Board is not subject to any conflicts relating to Bidco, Vista or the Acquisition. As set out

in paragraph 4.7 above, the Company’s executive team has not had any discussions or entered into any

agreements with Bidco or Vista regarding ongoing participation in the management of the Company or

future incentivisation arrangements. None of the Blue Prism Directors has any financial interest in either

Bidco or any Vista affiliates.

The Blue Prism Board appreciates the constructive feedback it has received from Blue Prism Shareholders

and looks forward to further engagement with investors.

6. Irrevocable undertakings and letters of intent

Bidco has received irrevocable undertakings from each of the Blue Prism Directors who holds interests in

Blue Prism Shares to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be

proposed at the General Meeting in respect of a total of 6,092,573 Blue Prism Shares, representing

approximately 6.3 per cent. of Blue Prism’s issued ordinary share capital as at the Latest Practicable Date.

In addition to the irrevocable undertakings from the Blue Prism Directors who hold interests in Blue Prism

Shares, Jupiter Investment Management Limited, acting as investment adviser for and on behalf of the

Jupiter Funds, has provided an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting

and in favour of the Special Resolution to be proposed at the General Meeting in respect of the beneficial

holdings of the Jupiter Funds of 5,972,926 Blue Prism Shares, representing, in aggregate, approximately

6.2 per cent. of Blue Prism’s issued ordinary share capital as at the Latest Practicable Date.

In addition, the Blue Prism Co-Founders have provided letters of intent to vote in favour of the Scheme at

the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of their own

beneficial holdings of 6,040,140 Blue Prism Shares, representing, in aggregate, approximately 6.2 per cent.

of Blue Prism’s issued ordinary share capital as at the Latest Practicable Date.

Lead Edge Capital Management, LLC has provided a letter of intent to vote in favour of the Scheme at the

Court Meeting and in favour of the Special Resolution to be proposed at the General Meeting in respect of

4,155,763 Blue Prism Shares for which it is able to exercise all rights, representing, in aggregate,


Bidco has therefore received irrevocable undertakings and letters of intent in respect of a total of 22,261,402

Blue Prism Shares representing, in aggregate, approximately 22.9 per cent. of Blue Prism’s issued ordinary

share capital as at the Latest Practicable Date.

Further details of these irrevocable undertakings (including the circumstances in which they shall cease to

be binding) and letters of intent are set out in paragraph 8 of Part 5 of this document.

18

7. Blue Prism Share Plans

Information relating to the effect of the Scheme on holders of awards under the Blue Prism Share Plans is

set out in paragraph 7 of Part 2 of this document. Participants in the Blue Prism Share Plans will shortly

receive further details of the action they can take in respect of their awards.

8. The Scheme, the Meetings and the Conditions

The Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Blue

Prism and Scheme Shareholders, made under Part 26 of the Companies Act. Bidco reserves the right to

implement the Acquisition by way of a Takeover Offer, subject to the Panel’s consent and the terms of the

Co-operation Agreement.

The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued

ordinary share capital of Blue Prism. 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 Blue Prism at the Scheme Record Time will be paid the Acquisition Price on the basis set out

in paragraph 2 above.

Blue Prism Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, it

is proposed that the Blue Prism Articles be amended so that Blue Prism Shares issued after the Scheme

Record Time other than to Bidco will be automatically acquired by Bidco on the same terms as under the

Scheme.

To become Effective, the Scheme requires, among other things, the approval of a majority in number,

representing not less than 75 per cent. in value of the Scheme Shares held by Scheme Shareholders present

and voting in person or by proxy at the Court Meeting, which has been convened by an order of the Court,

the passing of the Special Resolution at the General Meeting and the sanction of the Scheme by the Court.

The Conditions in paragraph 2 of Part A of Part 3 of this document provide, amongst other things, that the

Scheme will lapse if the Court Meeting and the General Meeting are not held on or before 11 December

2021, being the 22nd day after the expected date of the Court Meeting and General Meeting (or such later

date as may be agreed between Bidco and Blue Prism with the consent of the Panel (and that the Court may

approve if required)).

The Acquisition and the Scheme are also subject to the other terms and Conditions set out in Part 3 of this

document, including certain competition and regulatory approvals (including antitrust approvals in the US,

Germany, Austria and Russia and foreign investment approval in the UK, to the extent required) being

obtained.

Once the necessary approvals from Blue Prism Shareholders have been obtained and the other Conditions

have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the

Scheme will become Effective only upon a copy of the Court Order being delivered to the Registrar of

Companies. Subject to the satisfaction or (where applicable) waiver of the Conditions, the Scheme is

expected to become Effective during the last quarter of 2021 or in the first quarter of 2022.

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).

It is important that, for the Court Meeting in particular, 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.

If the Scheme is not Effective on or before 11.59 p.m. on the Long Stop Date, the Scheme will not be

implemented and the Acquisition will not proceed.

19

The Scheme is governed by English law and is subject to the jurisdiction of the Courts of England and Wales.

The Scheme is also subject to the applicable requirements of the Takeover Code, the Panel, the AIM Rules

and the London Stock Exchange.

Further details of the Scheme, the Meetings and the Conditions are set out in Part 2 of this document.

9. Taxation

Your attention is drawn to Part 7 of this document relating to United Kingdom taxation which contains a

summary of limited aspects of the UK tax treatment of the Scheme. That summary does not constitute tax

advice and does not purport to be a complete analysis of all potential UK tax consequences of the Scheme

or of disposing of Blue Prism Shares. If you are in any doubt as to your tax position, or if you are resident

or otherwise subject to taxation in any jurisdiction other than the United Kingdom you should consult an

appropriate independent professional tax adviser immediately.

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 Meetings to be held and the action to be taken in respect of the Scheme are set out on page 30

and in paragraph 12 of Part 2 of this document.

12. Recommendation

The Blue Prism Directors, who have been so advised by Qatalyst Partners as to the financial terms of the

Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its financial advice

to the Blue Prism Directors, Qatalyst Partners has taken into account the commercial assessments of the Blue

Prism Directors. Qatalyst Partners is providing independent financial advice to the Blue Prism Directors for

the purpose of Rule 3 of the Takeover Code.

Accordingly, the Blue Prism Directors recommend unanimously that Blue Prism Shareholders vote in favour

of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the General

Meeting as the Blue Prism Directors who hold interests in Blue Prism Shares have irrevocably undertaken

to do in respect of their own beneficial holdings of 6,092,573 Blue Prism Shares representing, in aggregate,


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 Qatalyst Partners 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

Jason Kingdon

Chairman and Chief Executive Officer

Blue Prism Group plc

20

PART 2

EXPLANATORY STATEMENT

(in compliance with section 897 of the Companies Act)

Qatalyst Partners Limited

(Incorporated in England and Wales with registered number 07844621 and with

FCA registration number 624571)

Registered office:

52-53 Conduit Street

London W1S 2YX

22 October 2021

To all holders of Blue Prism Shares and, for information only, to the holders of options or awards under the

Blue Prism Share Plans and persons with information rights in relation to Blue Prism

Dear Shareholder,

Recommended Cash Acquisition of Blue Prism Group plc by Bali Bidco Limited

1. Introduction

On 28 September 2021, the boards of Blue Prism and Bidco announced they had reached agreement on the

terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Blue

Prism by Bidco, to be effected by means of a Court-sanctioned scheme of arrangement between Blue Prism

and Scheme Shareholders under Part 26 of the Companies Act.

This Explanatory Statement contains a summary of the provisions of the Scheme. The terms of the

Scheme are set out in full in Part 6 of this document. Your attention is drawn to the letter from the

Chairman and Chief Executive Officer of Blue Prism 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 Blue Prism Directors that Blue Prism Shareholders vote in favour of the

Scheme at the Court Meeting and the Special Resolution at the General Meeting. Your attention is also

drawn to the Conditions and further terms of the Acquisition set out in Part 3 of this document and

to the further information set out in the other Parts of this document which all form part of this

Explanatory Statement.

The Chairman’s letter also states that the Blue Prism Directors, who have been so advised by Qatalyst

Partners on the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and

reasonable. In providing advice to the Blue Prism Directors, Qatalyst Partners has taken into account the

commercial assessments of the Blue Prism Directors.

We have been authorised by the Blue Prism 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, which is subject to the Conditions and further terms set out in Part 3 of

this document, Scheme Shareholders will receive:

1,125 pence in cash for each Blue Prism Share

21

The Acquisition Price represents a premium of approximately:

• 35.2 per cent. to the Closing Price per Blue Prism Share of 832 pence on 27 August 2021 (being the

last Business Day prior to the commencement of the Offer Period);


one-month period ending on 27 August 2021 (being the last Business Day prior to the commencement



three-month period ending on 27 August 2021 (being the last Business Day prior to the


The Acquisition values the entire issued and to be issued ordinary share capital of Blue Prism at

approximately £1,096 million on a fully diluted basis.

If any dividend or other distribution is declared, made or paid in respect of Blue Prism Shares on or after the

Announcement Date, Bidco reserves the right to reduce the Acquisition Price by the amount of such dividend

or other distribution, in which case any reference in this document to the Acquisition Price payable under

the terms of the Acquisition will be deemed to be a reference to the Acquisition Price so reduced. In such

circumstances, Blue Prism Shareholders would be entitled to receive and retain any such dividend or other

distribution.

3. Background to and reasons for the recommendation

Information relating to the background to and reasons for the Blue Prism Directors’ recommendation of the

Acquisition is set out in paragraph 5 of Part 1 of this document.

Bidco has received irrevocable undertakings from each of the Blue Prism Directors who hold interests in

Blue Prism Shares to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be

proposed at the General Meeting in respect of a total of 6,092,573 Blue Prism Shares, representing


Further details of these irrevocable undertakings (including the circumstances in which they shall cease to

be binding) are set out in paragraph 8 of Part 5 of this document.

4. Information on Bidco, Vista and TIBCO

Bidco is a newly incorporated company formed for the purpose of the Acquisition and owned indirectly by

the Vista Funds. Bidco is incorporated under the laws of England and Wales and has not traded since

incorporation, nor has it entered into any obligations, other than in connection with the Acquisition and the

financing of the Acquisition.

Vista is a leading global investment firm with more than $81 billion in assets under management as of

June 30, 2021. Vista exclusively invests in enterprise software, data and technology-enabled organizations

across private equity, permanent capital, credit, and public equity strategies. Vista brings an approach that

prioritizes creating enduring market value for the benefit of its global ecosystem of investors, companies,

customers and employees. Vista’s investments are anchored by a sizable long-term capital base, experience

in structuring technology-oriented transactions and proven, flexible management techniques that drive

sustainable growth. Vista believes the transformative power of technology is the key to an even better

future – a healthier planet, a smarter economy, a diverse and inclusive community and a broader path to

prosperity.

Following completion of the Acquisition, Vista intends to indirectly transfer Bidco to TIBCO, a portfolio

company of Vista.

TIBCO is a leading player in the enterprise data space, providing integration, data management and analytics

software that makes it possible to unlock the potential of real-time data for making faster, smarter decisions.

22

Its Connected Intelligence Platform seamlessly connects any application or data source; intelligently unifies

data for greater access, trust, and control; and confidently predicts outcomes in real time and at scale.

TIBCO’s blue-chip enterprise customer base of over 10,000 companies includes approximately 50 per cent.

of the Global 500. TIBCO’s strategy and focus represents an end-to-end and coordinated approach to these

solutions, represented by its three product lines: Connect, Unify, and Predict, which are critical to driving

digital transformation.

Founded in 1997, TIBCO is headquartered in Palo Alto, California with additional offices across the United

States, United Kingdom, Australia, Brazil, Canada, France, Germany, Hong Kong SAR China, India,

Indonesia, Ireland, Italy, Japan, Mexico, the Netherlands, Portugal, Romania, Singapore, South Korea,

Spain, Sweden, Taiwan and Vietnam. TIBCO employs over 3500 employees.

Both Bidco and TIBCO are ultimately controlled by the Vista Funds.

5. Information on Blue Prism

Blue Prism is a leading player in intelligent automation for the enterprise, transforming the way work is

done. Blue Prism has users globally in more than 2,000 businesses, including Fortune 500 companies. Blue

Prism’s intelligent automation platform connects both the human and digital workforce with systems,

cognitive tools, applications and technologies, including AI, machine learning, OCR and the Blue Prism

Digital Exchange, an ecosystem of ready-made automations available to business users at the click of a

button.

Blue Prism generates revenue from two sources:

• by selling software licences for its digital workforce as well as the right to future software updates,

standard maintenance and support. Blue Prism also sells enhanced maintenance and support on top of

the base package; and

• by providing professional services, including advisory and assurance.

Blue Prism has over 1,000 employees globally, who are largely knowledge workers.

Blue Prism has approximately 100 technology partners who can use its software to enable their own

products, and in fiscal year 2020 Blue Prism had 167 distribution partners, who implemented its product and

earned associated fees.

Blue Prism Shares are admitted to trading on the London Stock Exchange’s AIM market with a market

capitalisation of £809 million as at 27 August 2021, being the last Business Day prior to the commencement

of the Offer Period. For the half year ended 30 April 2021, the Blue Prism Group generated revenue of

£80.4 million. For the half year ended 30 April 2021, revenue from Europe, the Middle East and Africa

contributed to 48 per cent. of the total, with the Americas contributing 39 per cent. and the Asia Pacific

contributing 13 per cent.

6. Blue Prism financial and trading prospects

Blue Prism expects to report revenue of around £167 million for the financial year ending 31 October 2021

based on prevailing foreign exchange (“FX”) rates and ARR of £169 million as at 31 July 2021, representing

c.22 per cent. year-on-year revenue growth on a constant currency basis. This level of revenue is below the

lower end of the previously guided range. FX is estimated to have negatively impacted revenues by c.£5

million on a year-on-year constant currency basis.

Blue Prism now expects an EBITDA loss for the year of c.£14 - 19 million due to strict management of cost,

continued lower-than-expected travel and entertainment expenses due to COVID-related restrictions, lower

than expected levels of people-related costs primarily as a result of hiring delays, lower programme costs in

Marketing as events were cancelled or moved virtual. This level of EBITDA is better than was previously

guided.

23

Blue Prism has continued to win new business (both new clients and upsell to existing clients) and renew

existing contracts as they have come up for renewal in Q3. However, Blue Prism has not yet seen a re-

acceleration of net new total contract value (“Net New TCV”) bookings growth with the performance in Q3

broadly in line with the Q2 performance.

Blue Prism expects to release a trading update with respect to current trading on or around 9 November 2021.

7. Effect of the Acquisition on Blue Prism Share Plans

Participants in the Blue Prism Share Plans will receive further details of the effect of the Scheme on their

outstanding options and awards in separate communications which will be despatched to them in due course.

In summary, awards will vest to the extent determined by the remuneration committee of the Company or as

otherwise stipulated in the rules of the Blue Prism Share Plans. In general, awards will vest, and awards in

the form of options will become exercisable to the extent they are not already exercisable, with effect from

the date the Court sanctions the Scheme. In order to preserve their tax status, awards granted under the

French sub-plan to the Blue Prism Group plc Employee Share Plan, and which were granted within the last

two years, will vest on their normal vesting dates.

8. Financing of the Acquisition

Bidco is providing the cash consideration payable under the Acquisition through debt financing, which shall

be provided under the First Lien Credit Agreement.

Goldman Sachs, as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to

satisfy in full the cash consideration payable to Scheme Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition is included at paragraph 7.2 of Part 5 of this

document.

9. The effect of the Acquisition on the Blue Prism Directors

The names of the Blue Prism Directors and the details of their interests in the share capital of Blue Prism are

set out in paragraph 5.2 of Part 5 of this document.

Particulars of the service contracts and letters of appointment of the Blue Prism Directors are set out in

paragraph 6 of Part 5 of this document.

Certain of the Blue Prism Directors are participants in the Blue Prism Share Plans and paragraph 7 above

will apply to their interests in such schemes in the same manner as in the case of other participants in the

Blue Prism Share Plans.

Pursuant to the irrevocable undertakings received from the Blue Prism Directors holding Blue Prism Shares,

each of the Blue Prism Directors has irrevocably undertaken to vote (or procure the vote) in favour of the

Scheme at the Court Meeting and in favour of the Special 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

acceptance of the Takeover Offer) in respect of their entire beneficial holding of Scheme Shares.

One of the Blue Prism Directors is entitled to a cash bonus payable after the Effective Date in consideration

and recognition of the additional work carried out in connection with the Acquisition and particulars of this

bonus are set out in paragraph 7.3.5 of Part 5 of this document.

Save as disclosed in this document, the effect of the Scheme on such interests of the Blue Prism Directors

does not differ from its effect on the like interests of any other person.

10. Offer-related agreements

Summaries of the offer-related agreements are set out in Part 5 of this document.

24

11. The Scheme, the Meetings and the Conditions

11.1 Structure of the Scheme

The Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement

between Blue Prism and Scheme Shareholders, made under Part 26 of the Companies Act. Bidco

reserves the right to implement the Acquisition by way of a Takeover Offer, subject to the Panel’s

consent and the terms of the Co-operation Agreement.

The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be

issued ordinary share capital of Blue Prism. 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 Blue Prism at the Scheme Record Time will be paid the

Acquisition Price on the basis set out in paragraph 2 above.

Blue Prism Shares issued after the Scheme Record Time will not be subject to the Scheme.

Accordingly, it is proposed that the Blue Prism Articles be amended so that Blue Prism Shares issued

after the Scheme Record Time other than to Bidco will automatically be acquired by Bidco on the

same terms as under the Scheme.

To become Effective, the Scheme requires, among other things, the approval of a majority in number,

representing not less than 75 per cent. in value of the Scheme Shares held by Scheme Shareholders

present and voting in person or by proxy at the Court Meeting, which has been convened by an order

of the Court, the passing of the Special Resolution at the General Meeting and the sanction of the

Scheme by the Court.

The Conditions in paragraph 2 of Part A of Part 3 of this document provide, amongst other things, that

the Scheme will lapse if the Court Meeting and the General Meeting are not held on or before 11

December 2021, being the 22nd day after the expected date of the Court Meeting and General

Meeting (or such later date as may be agreed between Bidco and Blue Prism with the consent of the

Panel (and that the Court may approve if required)).

The Acquisition and the Scheme is also subject to the other terms and Conditions set out in Part 3 of

this document, including certain competition and regulatory approvals (including antitrust approvals

in the US, Germany, Austria and Russia and foreign investment approval in the UK, to the extent

required) being obtained.

Once the necessary approvals from Blue Prism Shareholders have been obtained and the other

Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by

the Court, the Scheme will become Effective only upon a copy of the Court Order being delivered to

the Registrar of Companies. Subject to the satisfaction or (where applicable) waiver of the Conditions,

the Scheme is expected to become Effective during the last quarter of 2021 or in the first quarter of

2022.

Any adjournment of a Meeting or the Court Hearing, or a decision by Blue Prism to propose such an

adjournment, will be announced promptly by Blue Prism through a Regulatory Information Service.

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.

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).

If the Scheme is not Effective on or before 11.59 p.m. on the Long Stop Date, the Scheme will not be

implemented and the Acquisition will not proceed.

The Scheme is governed by English law and is subject to the jurisdiction of the Courts of England

and Wales. The Scheme is subject to the applicable requirements of the Takeover Code, the Panel, the

AIM Rules and the London Stock Exchange.

25

Further details of the Meetings and the Conditions are set out in paragraph 11.2 below.

11.2 The Meetings

The Scheme will require the approval of the Scheme Shareholders at the Court Meeting to be held at

the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street,

London EC4N 6AF at 4.00 p.m. on 19 November 2021. The Scheme will also require the approval of

Blue Prism Shareholders of the Special Resolution at the General Meeting to be held at the same place

at 4.15 p.m. on 19 November 2021 (or as soon thereafter as the Court Meeting has concluded or been

adjourned).

Whilst COVID-19 restrictions have been lifted as at the date of this document, the COVID-19

situation is constantly evolving and the HM Government may change current restrictions or

implement further measures relating to the holding of shareholder meetings. As such, while Scheme

Shareholders and Blue Prism Shareholders will be permitted to attend the Court Meeting and General

Meeting in person if they are entitled to and wish to do so (subject to any applicable COVID-19

restrictions then in force), Blue Prism Shareholders and Scheme Shareholders are nevertheless

encouraged to appoint “the Chairman of the meeting” as their proxy for the General Meeting and the

Court Meeting, respectively. Any changes to the arrangements for the Court Meeting and the General

Meeting will be communicated to Scheme Shareholders and Blue Prism Shareholders before the

Meetings, including through Blue Prism’s website https://investors.blueprism.com and by

announcement through a Regulatory Information Service. Blue Prism Shareholders should continue

to monitor Blue Prism’s website and exchange news services for any updates.

Notices of the Meetings are set out in Parts 10 and 11 respectively of this document.

Whether or not you vote in favour of the resolutions to be proposed at the 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 Meetings, Blue Prism will make an announcement through a Regulatory Information Service

stating whether or not the resolutions put to the Blue Prism Shareholders at the 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 Meetings.

11.2.1 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.

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 in particular, 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.

A BLUE Form of Proxy for the Court Meeting not lodged at the relevant time may be presented

in person to the Chairman of the Court Meeting or the relevant representative of Link Group

at the Court Meeting, before the commencement of the Court Meeting.

26

11.2.2 General Meeting

The General Meeting has been convened to enable all Blue Prism Shareholders to consider and,

if thought fit, approve the Special Resolution to approve:

• the authorisation of the Blue Prism Directors to effect the Scheme;

• certain amendments to the Blue Prism Articles (as described below); and

• subject to the Scheme becoming Effective, the re-registration of Blue Prism as a private

limited company.

Voting on the Special Resolution will be by way of a poll. The Special Resolution will require

votes in favour of not less than 75 per cent. of the votes cast by Blue Prism Shareholders voting

either in person or by proxy on the Special Resolution at the General Meeting in order to be

passed. WHITE Forms of Proxy may not be handed in after the deadline stated in the Form of

Proxy.

The Special Resolution, if passed, will authorise certain amendments to the Blue Prism Articles

required in connection with the Scheme. The proposed amendments will provide, amongst

other things, that subject to the implementation of the Scheme, any Blue Prism Shares which

are issued after the General Meeting but prior to the Scheme Record Time will be subject to

and bound by the Scheme. Any Blue Prism Shares issued on the vesting and/or exercise of

awards under the Blue Prism Share Plans, or otherwise, after the Scheme Record Time will not

be subject to the Scheme. Accordingly, it is also proposed that any Blue Prism 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 for consideration equal to the consideration per Blue Prism

Share to which such person would have been entitled had such Blue Prism Shares been Scheme

Shares. This will avoid any person (other than Bidco or its nominee(s)) being left with Blue

Prism Shares after the cancellation of the admission of Blue Prism Shares to trading on AIM,

which is expected to occur by 8.00 a.m. on the Business Day following the Effective Date.

The proposed changes to the Blue Prism Articles are contained in the notice of the General

Meeting set out in Part 11 of this document.

11.2.3 Entitlement to vote at the Meetings

Each holder of Scheme Shares whose name appears on the register of members of Blue Prism

at the Voting Record Time will be entitled to attend and vote at the Court Meeting and will be

entitled to one vote for each Scheme Share held at such time. Each holder of Blue Prism Shares

whose name appears on the register of members of Blue Prism at the Voting Record Time will

be entitled to attend and vote at the General Meeting and will be entitled to one vote for each

Blue Prism Share held at such time.

Each Blue Prism 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 Blue Prism 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 Meetings and to appoint proxies.

11.2.4 Sanction of the Scheme by the Court

If the resolutions are passed at the 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 in the last quarter of 2021 or the first quarter of 2022, subject to prior

receipt of regulatory clearances.

As soon as possible following the Court Hearing, Blue Prism will make an announcement

through a Regulatory Information Service stating the decision of the Court and details of

whether the Scheme will proceed or has lapsed.

27

All Scheme Shareholders are entitled to attend the Court Hearing in person (subject to the HM

Government instructions relating to COVID-19 and any guidelines issued by the Court) or to

be represented by Counsel to support or oppose the sanctioning of the Scheme.

Bidco will 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.

11.2.5 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 Takeover Code, on or before 11.59 p.m. on the Long Stop Date. In summary, the Scheme

is conditional, amongst other things, upon:

• the approval of the Scheme 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 by person or by proxy at

the Court Meeting and at any separate class meeting which may be required by the Court

(or any adjournment thereof);

• such Court Meeting being held on or before 11 December 2021, being the 22nd day after

the expected date of the Court Meeting (or such later date as may be agreed between

Bidco and Blue Prism with the consent of the Panel (and that the Court may approve if

required));

• the Special Resolution as set out in the notice of the General Meeting (being duly passed

by at least 75 per cent. of the votes cast at the General Meeting (or at any adjournment

thereof));

• such General Meeting, or any adjournment of such meeting, being held on or before 11

December 2021, being the 22nd day after the expected date of the General Meeting (or

such later date as may be agreed between Bidco and Blue Prism with the consent of the

Panel);

• certain competition and regulatory approvals (including antitrust approvals in the US,

Germany, Austria and Russia and foreign investment approval in the UK, to the extent

required) being obtained;

• the sanction of the Scheme with or without modification (but subject to any such

modification being acceptable to Bidco and Blue Prism) by the Court; and

• the delivery of a copy of the Court Order to the Registrar of Companies.

If the Condition that the Scheme must become unconditional and Effective on or before

11.59 p.m. on the Long Stop Date or any Condition referred to in paragraph 2 of Part 3 of this

document, is not capable of being satisfied by the date specified therein, Bidco shall make an

announcement through a Regulatory Information Service 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

Blue Prism, specified a new date by which that Condition must be satisfied.

11.2.6 Effective Date

The Scheme will become Effective upon the delivery of the Court Order to the Registrar of

Companies.

As soon as practicable on the Effective Date, Blue Prism or Bidco will make an announcement

through a Regulatory Information Service stating that the Scheme has become Effective.

28

Upon the Scheme becoming Effective, it will be binding on all Blue Prism 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 of the

Scheme).

If the Scheme is not Effective on or before 11.59 p.m. on the Long Stop Date the Scheme will

not be implemented and the Acquisition will not proceed.

11.2.7 Return of documents of title

If the Scheme lapses or is withdrawn, all documents of title lodged by any Blue Prism

Shareholder with any Form of Proxy shall be returned to such Blue Prism Shareholder as soon

as practicable (and in any event within 14 days of such lapsing or withdrawal).

11.2.8 Modifications, revision and switching

The Scheme contains a provision for Bidco and Blue Prism 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 such circumstances. Similarly,

if a modification, addition or condition is put forward which, in the opinion of the Board of

Blue Prism, is of such a nature or importance as to require the consent of Scheme Shareholders

at a further meeting, the Blue Prism Directors will not take the necessary steps to make the

Scheme Effective unless and until such consent is obtained.

Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as

an alternative to the Scheme (subject to the Panel’s consent and the terms of the Co-operation

Agreement). In such event, the Acquisition will be implemented on the same terms (subject to

appropriate amendments including (without limitation) the inclusion of an acceptance

condition set at 75 per cent. (or such lesser percentage as may be decided under the

Co-operation Agreement, subject to the rules of the Takeover Code and with the consent of the

Panel (if necessary)) of the Blue Prism Shares to which the Acquisition relates) as those which

would apply to the Scheme. Further, if sufficient acceptances of such Takeover Offer are

received and/or sufficient Blue Prism Shares are otherwise acquired, it would be the intention

of Bidco to apply the provisions of the Companies Act to acquire compulsorily any outstanding

Blue Prism Shares to which such Takeover Offer relates. 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 Regulatory Information Service. Any

such announcement must include:

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

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

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

• an explanation of whether irrevocable undertakings or letters of intent will remain valid

following the switch to a Takeover Offer.

Any modification or revision to the Scheme should normally be made no later than the date

which is 14 days prior to the date of the Meetings (or any later date to which the 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 Meetings (or any later date to which the Meetings

are adjourned) or (ii) following the Meetings.

29

12. Action to be taken

Notices of the Court Meeting and the General Meeting are set out in Parts 10 and 11 respectively of this

document.

Please check you have received with this document:

• a BLUE Form of Proxy for use at the Court Meeting;

• a WHITE Form of Proxy for use at the General Meeting; and

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

If you have not received these documents, please contact Link Group on the helpline, details of which are

set out on page 8 of this document.


Whilst COVID-19 restrictions have been lifted as at the date of this document, the COVID-19 situation is

constantly evolving and the HM Government may change current restrictions or implement further measures

relating to the holding of shareholder meetings. As such, while Scheme Shareholders and Blue Prism

Shareholders will be permitted to attend the Court Meeting and General Meeting in person if they are entitled

to and wish to do so (subject to any applicable COVID-19 restrictions then in force), Blue Prism

Shareholders and Scheme Shareholders are nevertheless encouraged to appoint “the Chairman of the

meeting” as their proxy for the General Meeting and the Court Meeting, respectively. Any changes to the

arrangements for the Court Meeting and the General Meeting will be communicated to Scheme Shareholders

and Blue Prism Shareholders before the Meetings, including through Blue Prism’s website

https://investors.blueprism.com and by announcement through a Regulatory Information Service. Blue

Prism Shareholders should continue to monitor Blue Prism’s website and exchange news services for any

updates.

Whether or not you plan to attend the Meetings in person, please complete the enclosed Forms of Proxy in

accordance with the instructions printed on them and return them to: Link Group, PXS 1, 10th Floor, Central

Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom as soon as possible and, in any event, so as

to be received by no later than:

• 4.00 p.m. on 17 November 2021 in the case of the BLUE Form of Proxy for the Court Meeting;

and

• 4.15 p.m. on 17 November 2021 in the case of the WHITE 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. Non-working days shall not be taken into account for the purposes of calculating the

deadline for returning Forms of Proxy for any adjourned Meeting). A reply-paid envelope is provided

for use in the United Kingdom only. Forms of Proxy returned by fax will not be accepted.

If the BLUE Form of Proxy for use at the Court Meeting is not received by Link Group by the above time,

it may be presented in person to the Chairman of the Court Meeting or the relevant representative of Link

Group at the Court Meeting, before the commencement of the Court Meeting. However, if the WHITE Form

of Proxy for the General Meeting is not received by Link Group by 4.00 p.m. on 17 November 2021, it will

be invalid.

Electronic appointment of proxies through CREST

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment

service may do so for the Court Meeting and any adjournment(s) thereof by using the procedures described

in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST

members who have appointed 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.

30

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’s specifications and must contain the information required for such instructions, as described in

the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an

amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted

so as to be received by the issuer’s agent (ID RA10) by no later than 4.00 p.m. for the Court Meeting on 17

November 2021 and 4.15 p.m. for the General Meeting on 17 November 2021 (or, in the case of an

adjourned Meeting, not less than 48 hours prior to the time and date set for the adjourned Meeting (excluding

any part of a day that is not a working day)). 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 the

issuer’s agent is 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.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that

CREST 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 voting service provider(s), to procure that his 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


Blue Prism may treat as invalid a CREST Proxy Instruction in the circumstances set out in

Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Online appointment of proxies

You can submit your proxy vote electronically by logging on to the website of http://www.signalshares.com.

If you have not yet registered, select “Register an Account” then enter your surname, Investor Code,

Postcode and an email address. Create a password and click “Register” to proceed. You will be able to vote

immediately by selecting “Proxy Voting” from the menu. Full details of the procedure to be followed to

appoint a proxy electronically are given on the website. Further information is also included in the

instructions included on the Forms of Proxy. Proxies submitted via the website referred to above must be

received no later than 4.00 p.m. on 17 November 2021 (or, in the case of an adjourned Meeting, not less than

48 hours prior to the time and date set for the adjourned Meeting (excluding any part of a day that is not a

working day)).

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 Meetings,

or any adjournment of the Meetings, if you so wish and are so entitled.

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, 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

4.00 P.M. ON 17 NOVEMBER 2021 IN THE CASE OF THE COURT MEETING AND BY 4.15 P.M.

ON 17 NOVEMBER 2021 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. NON-WORKING DAYS SHALL NOT BE TAKEN

INTO ACCOUNT FOR THE PURPOSES OF CALCULATING THE DEADLINE FOR

RETURNING FORMS OF PROXY FOR ANY ADJOURNED MEETING).

31

13. Settlement and share certificates

Subject to the Scheme becoming Effective, settlement of the Cash 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 or as set out in the

communications containing the proposals made to participants in Blue Prism Share Plans in accordance with

Rule 15 of the Takeover Code or other communications to participants in the Blue Prism Share Plans,

settlement of Cash 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 Where Scheme Shares are held in uncertificated form (that is, in CREST)

On the Effective Date, Scheme Shares held within CREST will be cancelled. The payment of Cash

Consideration to which Scheme Shareholders who hold their Scheme Shares in CREST are entitled

will be effected by means of CREST by Bidco procuring that Euroclear is instructed to create a

CREST payment obligation in favour of the appropriate CREST account through which the relevant

Scheme Shareholder holds those uncertificated Scheme Shares in respect of the Cash Consideration

due to that shareholder. The creation of a CREST assured payment arrangement shall be a complete

discharge of Bidco’s obligations under the Scheme with reference to payments to Scheme

Shareholders who hold their Scheme Shares through CREST.

The CREST payment obligations will be created within 14 days after the Effective Date. As from the

Effective Date, each holding of Blue Prism Shares credited to any stock account in CREST will be

disabled and all Blue Prism Shares will be removed from CREST in due course thereafter.

Bidco reserves the right to pay Cash Consideration to all or any relevant Scheme Shareholders who

hold their Scheme Shares in CREST at the Scheme Record Time by cheque as set out below if for any

reason it wishes to do so.

13.2 Consideration where Scheme Shares are held in certificated form (that is, not in CREST)

Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in certificated form,

cheques for settlement of Cash Consideration will be despatched by first class post (or international

standard post, if overseas, or by such other method as may be approved by the Panel) no later than

14 days after the Scheme Effective Date.

All cheques shall be in pounds sterling drawn on a UK clearing bank. Payments made by cheque shall

be payable to the Scheme Shareholder concerned except that, in the case of joint holders, Bidco

reserves the right to make cheques payable to the holder whose name stands first in the register of

members of Blue Prism in respect of the joint holding concerned at the Scheme Record Time. The

encashment of any such cheque as is referred to in this paragraph shall be a complete discharge for

the moneys represented by it.

All deliveries of cheques required to be made pursuant to the Scheme shall be effected by posting

them by first class post (or international standard post, if overseas, or by such other method as may

be approved by the Panel) in prepaid envelopes addressed to the persons entitled to them at their

respective addresses as appearing in the register of members of Blue Prism at the Scheme Record

Time (or, in the case of joint holders, at the address of that one of the joint holders whose name stands

first in the register in respect of such joint holding at such time), and neither Blue Prism nor Bidco

shall be responsible for any loss or delay in the transmission or delivery 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 Blue Prism Shares in the name of

someone other than Bidco will cease to be valid. Following settlement of the Cash Consideration to

which Scheme Shareholders are entitled under the Scheme, such Scheme Shareholder will be bound

32

on the request of Blue Prism either (i) to destroy such certificate(s); or (ii) return such certificate(s)

to Blue Prism, or to any person appointed by Blue Prism for cancellation.

13.3 Dividends

If any dividend or other distribution is declared, made or paid in respect of Blue Prism Shares on or

after the Announcement Date, Bidco reserves the right to reduce the Acquisition Price by the amount

of such dividend or other distribution, in which case any reference in this document to the Acquisition

Price payable under the terms of the Acquisition will be deemed to be a reference to the Acquisition

Price so reduced. In such circumstances, Blue Prism Shareholders would be entitled to receive and

retain any such dividend or other distribution.

14. Cancellation of the trading of Blue Prism Shares on AIM and re-registration of Blue Prism as

a private limited company

Prior to the Scheme becoming Effective, Blue Prism will make an application for the cancellation of trading

of the Blue Prism Shares on AIM, to take effect from or shortly after the Effective Date.

The last day of dealings in Blue Prism Shares on AIM is expected to be the Business Day immediately prior

to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.

On the Effective Date, share certificates in respect of Blue Prism Shares will cease to be valid and

entitlements to Blue Prism Shares held within the CREST system will be cancelled.

It is also proposed that, following the Effective Date and after the cancellation of trading of the Blue Prism

Shares on AIM, Blue Prism will be re-registered as a private limited company. The Special Resolution to be

proposed at the General Meeting includes authority for the re-registration.

15. United Kingdom taxation

Your attention is drawn to Part 7 of this document relating to United Kingdom taxation which contains a

summary of limited aspects of the UK tax treatment of the Scheme. That summary does not constitute tax

advice and does not purport to be a complete analysis of all potential UK tax consequences of the Scheme

or of disposing of Blue Prism Shares. Blue Prism 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

should contact an appropriate independent professional tax adviser immediately.

16. Overseas Shareholders

16.1 General

The release, publication or distribution of this document in or into certain jurisdictions other than the

UK may be restricted by law. Persons who are not resident in the UK or who are subject to other

jurisdictions should inform themselves of, and observe, any applicable requirements. The availability

of the Acquisition to Blue Prism Shareholders who are not resident in the UK (and, in particular, their

ability to vote their Blue Prism Shares with respect to the Scheme at the Court Meeting, or to appoint

another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of

the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should

inform themselves of, and observe, any applicable requirements, as any failure to comply with such

requirements 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.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable

law and regulation, the Acquisition shall 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 any such use, means, instrumentality or form within a Restricted

Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that

jurisdiction. Accordingly, copies of this document and all documents relating to the Acquisition are

33

not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent

in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction,

and persons receiving this document and all documents relating to the Acquisition (including

custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from

such jurisdictions where to do so would violate the laws in that jurisdiction.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by

applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into,

or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail

or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any

facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover

Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Neither this document nor any of the accompanying documents do or are intended to 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 Acquisition or

otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document

is not a prospectus or prospectus equivalent document.

16.2 US securities law

The Acquisition is being made to acquire the securities of an English company by means of a scheme

of arrangement provided for under the law of England and Wales. A transaction effected by means of

a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US

Exchange Act. Accordingly, the Scheme is subject to disclosure requirements and practices applicable

in the UK to schemes of arrangement, which are different from the disclosure requirements of the US

tender offer and proxy solicitation rules. The financial information included in this document has been

or will have been prepared in accordance with International Financial Reporting Standards and thus

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 US. If

Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer

would be made in compliance with applicable US laws and regulations, including Section 14(e) of the

US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the US

by Bidco and no one else.

The receipt of cash pursuant to the Acquisition by a US Blue Prism Shareholder as consideration for

the transfer of its Blue Prism Shares pursuant to the Scheme will likely be a taxable transaction for

US federal income tax purposes and under applicable US state and local, as well as foreign and other,

tax laws. Blue Prism Shareholders are urged to consult their independent professional advisers

immediately regarding the tax consequences of the Acquisition applicable to them.

It may be difficult for US Blue Prism Shareholders to enforce their rights and claims arising out of

the US federal securities laws, since Blue Prism is located in a country other than the US, and some

or all of its officers and directors may be residents of countries other than the US. US Blue Prism

Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court

for violations of US 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 and judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act,

Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain

purchases of, or arrangements to purchase, Blue Prism Shares outside of the US, other than pursuant

to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses

or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of

BofA Securities, Investec Bank, Goldman Sachs and Nomura Securities International will continue to

act as a connected exempt principal trader in Blue Prism Shares on the London Stock Exchange. If

such purchases or arrangements to purchase were to be made they would occur either in the open

market at prevailing prices or in private transactions at negotiated prices and comply with applicable

law, including the US Exchange Act. Any information about such purchases or arrangements to

34

purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service

and will be available on the London Stock Exchange website at www.londonstockexchange.com.

17. Further information

Your attention is drawn to the full text of the Scheme as set out in Part 6 of this document.

Your attention is also drawn to the other parts of this document, which are deemed to form part of this

explanatory statement, including: Part 3; Part 4; Part 5; Part 10 and Part 11.

Yours faithfully

Jason DiLullo

Qatalyst Partners Limited

35

PART 3

CONDITIONS AND FURTHER TERMS OF

THE OFFER AND THE SCHEME

Part A: Conditions to the Scheme and Acquisition

1. The Acquisition is conditional upon the Scheme becoming unconditional and becoming Effective,

subject to the provisions of the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date.

2. Conditions of the Scheme

The Scheme is subject to the following Conditions:

(a) (i) its approval by a majority in number representing not less than 75 per cent. in value of Scheme

Shareholders who are on the register of members of Blue Prism (or the relevant class or classes

thereof) at the Voting Record Time, present and voting (and entitled to vote), whether in person or by

proxy, at the Court Meeting and at any separate class meeting which may be required by the Court

(or any adjournment thereof), and (ii) such Court Meeting (and any separate class meeting which may

be required by the Court) being held on or before 11 December 2021, being the 22nd day after the

expected date of the Court Meeting set out in this document (or such later date as may be agreed

between Bidco and Blue Prism with the consent of the Panel (and that the Court may approve if

required));

(b) (i) the Special Resolution being duly passed at the General Meeting (or any adjournment thereof) and

(ii) such General Meeting being held on or before 11 December 2021, being the 22nd day after the

expected date of the General Meeting set out in this document (or such later date as may be agreed

between Bidco and Blue Prism with the consent of the Panel);

(c) the sanction of the Scheme by the Court (with or without modification (but subject to such

modification being acceptable to Bidco and Blue Prism)); and

(d) the delivery of the copy of the Court Order to the Registrar of Companies.

3. General Conditions

In addition, subject as stated in Part B below, Bidco and Blue Prism have agreed that the Acquisition is

conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the

Registrar of Companies unless the following Conditions (as amended if appropriate) have been satisfied or,

where relevant, waived prior to the Scheme being sanctioned by the Court:

Antitrust

US

(a) all applicable filings having been made and any applicable waiting period under the Hart Scott Rodino

Antitrust Improvements Act of 1976 (as amended) and the regulations made thereunder relating to the

Transaction having expired, lapsed or been terminated;

UK

(b) no Initial Enforcement Order of the UK Competition and Markets Authority or a UK Secretary of

State for Business, Energy and Industrial Strategy (“Secretary of State”) being in force that would

make completion of the Acquisition illegal and/or invalid;

36

Germany

(c) insofar as the Acquisition falls within the scope of the German merger control regime, the relevant

authority having authorised conditionally or unconditionally the Acquisition, whether expressly or

implicitly through the lapse of the applicable waiting period;

Austria

(d) insofar as the Acquisition falls within the scope of the Austrian merger control regime, the relevant


implicitly through the lapse of the applicable waiting period;

Russia

(e) insofar as the Acquisition falls within the scope of the Russian merger control regime, the relevant


implicitly through the lapse of the applicable waiting period.

Regulatory

UK

(f) where:

(i) the UK National Security and Investment Act 2021 (“NS&I Act”) is fully in force at the

Effective Date, or (under applicable legislation or statutory instrument or order) is due to be

brought fully into force on or prior to the date that is expected to be the Effective Date

(as confirmed in an announcement by Blue Prism via a Regulatory Information Service which

is made together with the announcement, or following confirmation, of the final date of the

Court Hearing), and, pursuant to the NS&I Act, the Acquisition constitutes a notifiable

acquisition in respect of which notice must be given to the Secretary of State before such

notifiable acquisition is completed (and the Secretary of State has not informed Bidco that the

mandatory notification requirement has been waived or is otherwise not required or met, on a

basis which provides to Bidco a reasonable indication from the Investment Security Unit that

completing the Acquisition will not be unlawful or result in the Acquisition being rendered

legally void or in the incurrence of criminal or civil penalties), the Acquisition is conditional

upon a notification having been accepted and:

(I) the Secretary of State confirming that no further action will be taken in relation to the

Acquisition under the NS&I Act; or

(II) if the Secretary of State issues a call-in notice under the NS&I Act in relation to the

Acquisition (“Call-In Notice”): (I) Bidco receiving a final notification that no further

action in relation to the Call-In Notice is to be taken under the NS&I Act; or (II) the

Secretary of State making a final order in relation to the Acquisition under the NS&I Act

which permits the Acquisition to be completed subject to the provisions of such final

order (and, to the extent relevant, all conditions, provisions or obligations contained in

such final order necessary for completion of the Acquisition having been satisfied or

complied with); OR

(ii) the NS&I Act is not (under applicable legislation or statutory instrument or order) due to be

brought fully into force on or prior to the date that is expected to be the Effective Date (as

confirmed in an announcement by Blue Prism via a Regulatory Information Service which is

made together with the announcement, or following confirmation, of the final date of the Court

Hearing), the Acquisition is conditional upon the Secretary of State not having expressly

informed Bidco in writing (but excluding any such communication that has been withdrawn or

resolved) that the Acquisition is likely to give rise to concerns such that the Secretary of State

will issue a call-in notice under the NS&I Act following the NS&I Act coming fully into force;

37

Other Third Party clearances

(g) the waiver (or non-exercise within any applicable time limits) by any relevant government or

governmental, quasi-governmental, supranational, statutory, regulatory, administrative,

environmental, professional or investigative body, court, trade agency, association, institution, any

entity owned or controlled by any relevant government or state, or any other body or person

whatsoever in any jurisdiction (each a “Third Party”) of any termination right, right of pre-emption,

first refusal or similar right arising as a result of or in connection with the Acquisition including,

without limitation, its implementation and financing or the proposed direct or indirect acquisition of

any shares or other securities in, or control of, Blue Prism by Bidco or any member of the Bidco

Group;

(h) other than in relation to the approvals referred to in Conditions 3(a) to (f) above, no Third Party having

given notice of a decision to take, institute, implement or threaten any action, proceeding, suit,

investigation, enquiry or reference, or having required any action to be taken or otherwise having

done anything or having enacted, made or proposed any statute, regulation, decision, order or change

to published practice and there not continuing to be outstanding any statute, regulation, decision or

order which would or might reasonably be expected to:

(i) require, prevent or materially delay the divestiture, or materially alter the terms envisaged for

any proposed divestiture by any member of the Wider Bidco Group or any member of the

Wider Blue Prism Group of all or any portion of their respective businesses, assets or property

or impose any limitation on the ability of any of them to conduct their respective businesses

(or any of them) or to own, control or manage any of their respective assets or properties or

any part thereof;

(ii) require, prevent or delay, or alter the terms envisaged for, any proposed divestiture by any

member of the Wider Bidco Group of any shares or other securities in Blue Prism;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Bidco

Group directly or indirectly to acquire or to hold or to exercise effectively, directly or

indirectly, all or any rights of ownership in respect of shares or loans or securities convertible

into shares or any other securities (or the equivalent) in any member of the Wider Blue Prism

Group or to exercise management control over any such member;

(iv) otherwise adversely affect the business, assets or profits of any member of the Wider Bidco

Group or of any member of the Wider Blue Prism Group;

(v) make the Acquisition or its implementation or the acquisition or proposed acquisition by Bidco

or any member of the Wider Bidco Group of any shares or other securities in, or control of Blue

Prism void, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or

otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise adversely

interfere with the same, or impose additional conditions or obligations with respect thereto, or

otherwise challenge or interfere therewith;

(vi) require (other than pursuant to the implementation of the Scheme or, if applicable, sections 974

to 991 of the Companies Act) any member of the Wider Bidco Group or the Wider Blue Prism

Group to acquire or to offer to acquire any shares or other securities (or the equivalent) or

interest in any member of the Wider Blue Prism Group or the Wider Bidco Group or any asset

owned by any third party;

(vii) impose any material limitation on or result in any material delay in the ability of any member

of the Wider Bidco Group or any member of the Wider Blue Prism Group to conduct, 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 Blue Prism Group in a

manner which is adverse in the context of the Wider Blue Prism Group or the Wider Bidco

Group; or

38

(viii) result in any member of the Wider Blue Prism Group ceasing to be able to carry on business

under any name under which it presently does so,

and all applicable waiting and other time periods (including any extensions thereof) during which any

such Third Party could decide to take, institute, implement or threaten any such action, proceeding,

suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in

respect of the Acquisition or proposed acquisition of any Blue Prism Shares or otherwise intervene

having expired, lapsed, or been terminated, and in all such cases in a manner which is material in the

context of the Wider Bidco Group, the Wider Blue Prism Group or the Acquisition;

(i) in addition to the competition law and regulatory approvals referred to in Conditions 3(a) to (f) above, all

material filings, applications and/or notifications which are necessary having been made in connection

with the Acquisition and all relevant waiting periods and other time periods (including any extensions

thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been

terminated and all material statutory or regulatory obligations in any jurisdiction having been complied

with in connection with the Acquisition or the acquisition by any member of the Wider Bidco Group of

any shares or other securities in, or control or management of, Blue Prism or any member of the Wider

Blue Prism Group or the carrying on by any member of the Wider Blue Prism Group of its business in

each case where the direct consequence of any failure to make any such filing, application or notification

or to wait for the expiry, lapse or termination of any such waiting or other time period or the failure to

comply with any such statutory or regulatory obligation would be unlawful in any relevant jurisdiction or

would give rise to a material risk of having a material adverse effect on the Wider Blue Prism Group taken

as a whole or the ability of Bidco to implement the Acquisition;

(j) in addition to the competition law and regulatory approvals referred to in Conditions 3(a) to (g) above,

all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances,

permissions and approvals which are necessary for the proposed Acquisition having been obtained in

terms and in a form reasonably satisfactory to Bidco from all necessary Third Parties or persons with

whom any member of the Wider Blue Prism Group has entered into contractual arrangements or other

business relationships, in each case where the absence of such authorisation, order, recognition, grant,

consent, licence, confirmation, clearance, permission and approval would have a material adverse

effect on the Wider Bidco Group taken as a whole, and all such authorisations, orders, recognitions,

grants, consents, licences, confirmations, clearances, permissions and approvals together with all

authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and

approvals necessary to carry on the business of any member of the Wider Blue Prism Group on a basis

similar in all material respects to the basis on which it is conducted at the Announcement Date,

remaining in full force and effect, in each case where the absence of any such authorisation order,

recognition, grant, licence, confirmation, clearance, permission or approval would give rise to a

material risk of having a material adverse effect on the Wider Bidco Group taken as a whole and all

material filings necessary for such purpose have been made and there being no notice or intimation

of any intention to revoke, suspend, restrict, modify or not to renew any of the same at the time at

which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory

obligations in any jurisdiction having been complied with where any such failure to make a filing or

notice of intention so received would give rise to a material risk of having a material adverse effect

on the Wider Bidco Group taken as a whole;

Circumstances arising as a result of any arrangement, agreement etc.

(k) except as Disclosed, there being no provision of any arrangement, agreement, licence, permit,

franchise, lease or other instrument to which any member of the Wider Blue Prism Group is a party

or by or to which any such member or any of its assets is or may be bound, entitled or be subject

which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider

Bidco Group of any shares or other securities in Blue Prism or because of a change in the control or

management of any member of the Wider Blue Prism Group or otherwise, would or might reasonably

39

be expected to result in, in each case to an extent which is material in the context of the Wider Blue

Prism Group taken as a whole or in the context of the Acquisition:

(i) any monies borrowed by, or any other indebtedness or liabilities, actual or contingent of, or any

grant available to, any member of the Wider Blue Prism Group being or becoming repayable,

or capable of being declared repayable, immediately or prior to its or their stated maturity date

or repayment date, or the ability of any such member to borrow monies or incur any

indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn

or inhibited;

(ii) the rights, liabilities, obligations, interests or business of any member of the Wider Blue Prism

Group under any such arrangement, agreement, licence, permit, lease or instrument or the

interests or business of any member of the Wider Blue Prism Group in or with any other firm

or company or body or person (or any agreement or arrangement relating to any such business

or interests) being or likely to become terminated or adversely modified or affected or any

onerous obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any member of the Wider Blue Prism Group ceasing to be able to carry on business under any

name under which it presently carries on business;

(iv) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider

Blue Prism Group being or falling to be disposed of or charged or ceasing to be available to

any such member or any right arising under which any such asset or interest could be required

to be disposed of or charged or could cease to be available to any member of the Wider Blue

Prism Group otherwise than in the ordinary course of business;

(v) the creation or enforcement of any mortgage, charge or other security interest over the whole

or any part of the business, property or assets of any member of the Wider Blue Prism Group

or any such mortgage, charge or other security interest (whenever created, arising or having

arisen), becoming enforceable;

(vi) the business, assets, value, financial or trading position, profits, prospects or operational

performance of any member of the Wider Blue Prism Group being prejudiced or adversely

affected;

(vii) the creation or acceleration of any liability (actual or contingent) by any member of the Wider

Blue Prism Group other than trade creditors or other liabilities incurred in the ordinary course

of business;

(viii) any liability of any member of the Wider Blue Prism Group to make any severance,

termination, bonus or other payment to any of its directors or other officers other than in the

ordinary course of business or consistent with past practice; or

(ix) any requirement of any member of the Wider Blue Prism Group to acquire, subscribe, pay up

or repay any shares or other securities (or the equivalent), and

and no event having occurred which, under any provision of any agreement, arrangement, licence,

permit or other instrument to which any member of the Wider Blue Prism Group is a party to or by

which any such member of the Wider Blue Prism Group any of its assets may be bound, entitled or

subject, would or might reasonably be expected to result in any of the events or circumstances as are

referred to in subparagraphs (i) to (ix) of this Condition (k), in each case which is or would be material

in the context of the Wider Blue Prism Group taken as a whole;

No material transactions, claims or changes in the conduct of the business of the Wider Blue Prism Group

(l) except as Disclosed, no member of the Wider Blue Prism Group having since 30 April 2021:

(i) save as between Blue Prism and the Wider Blue Prism Group, issued or agreed to issue or

authorised or proposed or announced its intention to authorise or propose the issue of

40

additional shares of any class, or securities or securities convertible into, or exchangeable for,

or rights, warrants or options to subscribe for or acquire, any such shares or convertible

securities or transferred or sold or agreed to transfer or sell or authorised or proposed the

transfer or sale of Blue Prism Shares out of treasury;

(ii) recommended, declared, paid or made or proposed or agreed to recommend, declare, pay or

make any bonus issue, dividend or other distribution (whether payable in cash or otherwise)

other than to Blue Prism or one of its wholly-owned subsidiaries;

(iii) save as between Blue Prism and its wholly-owned subsidiaries or between such wholly-owned

subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any

body, corporate, partnership or business or acquired or disposed of, or transferred, mortgaged

or charged or created any security interest over, any assets or any right, title or interest in any

asset (including shares and trade investments) or authorised, proposed or announced any

intention to do so, in each case other than in the ordinary course of business and, in each case,

to an extent which is material in the context of the Wider Blue Prism Group taken as a whole;

(iv) save as between Blue Prism and its wholly-owned subsidiaries or between such wholly-owned

subsidiaries, made, authorised, proposed or announced an intention to propose any change in

its loan capital or issued or authorised the issue of any debentures;

(v) issued, authorised or proposed or announced an intention to authorise or propose the issue of,

or made any change in or to the terms of, any debentures or (save in the ordinary course of

business or as between Blue Prism and its wholly-owned subsidiaries or between such wholly-

owned subsidiaries) incurred or increased any indebtedness or become subject to any

contingent liability in each case which is material in the context of the Wider Blue Prism Group

taken as a whole;

(vi) entered into, varied, authorised or proposed entry into or variation of, or announced its

intention to enter into or vary, any contract, transaction, arrangement or commitment (whether

in respect of capital expenditure or otherwise) except in the ordinary course of business which

is of a long term, unusual or onerous nature or magnitude, or which is or is likely to be

restrictive on the business of any member of the Wider Blue Prism Group or which involves or

could reasonably be expected to involve an obligation of such a nature or magnitude or which

is other than in the ordinary course of business, in any such case to an extent which is material

in the context of the Wider Blue Prism Group taken as a whole;

(vii) entered into, varied, authorised or announced its intention to enter into or vary to a material

extent the terms of or made any offer (which remains open for acceptance) to enter into or vary

to a material extent the terms of, any contract, commitment, arrangement or any service

agreement with any director or senior executive of the Wider Blue Prism Group save for salary

increases, bonuses or variations of terms in the ordinary course;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive

scheme, or other benefit relating to the employment or termination of employment of any

employee of the Wider Blue Prism Group and in each case which is material in the context of

the Wider Blue Prism Group taken as a whole;

(ix) made or agreed or consented to any material change to the terms of the trust deeds and rules

constituting the pension scheme(s) established for its directors, employees or their dependants

or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis

on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated

or determined or to the basis upon which the liabilities (including pensions) of such pension

schemes are funded or made, or agreed or consented to (in each case which is material in the

context of the Wider Blue Prism Group taken as a whole) and otherwise than as required by

law;

41

(x) entered into, implemented or effected, or authorised, proposed or announced its intention to

implement or effect, any joint venture, asset or profit sharing arrangement, partnership,

composition, assignment, reconstruction, amalgamation, commitment, scheme or other

transaction or arrangement (other than the Scheme) otherwise than in the ordinary course of

business;

(xi) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of

its own shares or other securities or reduced or, save in respect of the matters mentioned in

sub-paragraph (i) above, made any other change to any part of its share capital which is

material in the context of the Wider Blue Prism Group taken as a whole;

(xii) other than with respect to claims between Blue Prism and its wholly owned subsidiaries

(or between such subsidiaries), waived, compromised or settled any claim or admitted any

dispute, claim or counter-claim whether made or potential and whether by or against any

member of the Wider Blue Prism Group and which is material in the context of the Wider Blue

Prism Group taken as a whole or in the context of the Acquisition;

(xiii) except as disclosed on publicly available registers, made any material alteration to its articles

of association or other constitutional documents (in each case, other than in connection with

the Scheme);

(xiv) (other than in respect of a member of the Wider Blue Prism Group which is dormant and was

solvent at the relevant time) taken or proposed any steps, corporate action or had any legal

proceedings instituted or threatened against it in relation to the suspension of payments, a

moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution,

reorganisation or for the appointment of any administrator, receiver, manager, administrative

receiver, trustee or similar officer of all or any material part of its assets or revenues or any

analogous proceedings in any jurisdiction or appointed any analogous person in any

jurisdiction or had any such person appointed and which is material in the context of the Wider

Blue Prism Group taken as a whole or in the context of the Acquisition;

(xv) been unable, or admitted in writing that it is unable, to pay its debts, 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 which is material in the

context of the Wider Blue Prism Group taken as a whole or in the context of the Acquisition;

(xvi) commenced negotiations with any of its creditors 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 which, in any such case, is material in the context of the

Wider Blue Prism Group taken as a whole or in the context of the Acquisition;

(xvii) entered into any contract, commitment, agreement or arrangement otherwise than in the

ordinary course of business or passed any resolution or made any offer (which remains open

for acceptance) with respect to or announced an intention to, or to propose to, effect any of the

transactions, matters or events referred to in this Condition (l);

(xviii) entered into any contract, transaction or arrangement which would be materially restrictive on

the business of any member of the Wider Blue Prism other than to a nature and extent which

is normal in the context of the business concerned;

(xix) terminated or varied the terms of any agreement or arrangement between any member of the

Wider Blue Prism Group and any other person in a manner which would or might be expected

to have a material adverse effect on the financial position of the Wider Blue Prism Group taken

as a whole; or

(xx) having taken (or agreed or proposed to take) any action which requires, or would require, the

consent of the Panel or the approval of Blue Prism Shareholders in general meeting in

42

accordance with, or as contemplated by, Rule 21.1 of the Takeover Code except with the

consent of Bidco;

No material adverse change, litigation or regulatory enquiry

(m) since 30 April 2021, and except as Disclosed, there having been:

(i) no adverse change and no circumstance having arisen which would be expected to result in any

adverse change or deterioration in the business, assets, value, financial or trading position,

profits or operational performance of any member of the Wider Blue Prism Group to an extent

which is material to the Wider Blue Prism Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal or regulatory proceedings to

which any member of the Wider Blue Prism Group is or may become a party (whether as

claimant or defendant or otherwise), and no enquiry, review, investigation or enforcement

proceedings by, or complaint or reference to, any Third Party against or in respect of any

member of the Wider Blue Prism Group having been threatened, announced or instituted by or

against, or remaining outstanding in respect of, any member of the Wider Blue Prism Group,

in each case which would reasonably be expected to have a material adverse effect on the

Wider Blue Prism Group taken as a whole; and

(iii) no contingent or other liability having arisen, increased or become apparent which is

reasonably likely to adversely affect the business, assets, financial or trading position or profits

of any member of the Wider Blue Prism Group to an extent which is material in the context of

the Wider Blue Prism Group taken as a whole; and

(iv) no member of the Wider Blue Prism Group having conducted its business in breach of any

applicable laws and regulations which in any case is material and adverse in the context of the

Wider Blue Prism Group taken as a whole;

(n) except as Disclosed, Bidco not having discovered:

(i) that any financial, business or other information concerning the Wider Blue Prism Group

publicly announced or Disclosed to any member of the Wider Bidco Group at any time prior

to the Announcement by or on behalf of any member of the Wider Blue Prism Group or to any

of their advisers is misleading, contains a misrepresentation of fact or omits to state a fact

necessary to make that information not misleading and which was not subsequently corrected

before the date of the Announcement by disclosure by or on behalf of the Wider Blue Prism

Group through the publication of an announcement via a Regulatory Information Service or

otherwise;

(ii) that any member of the Wider Blue Prism Group is subject to any liability (actual or

contingent) and which is not disclosed in the 2020 Blue Prism Annual Report or in the 2021

Blue Prism Interim Results Announcement; or

(iii) any information which affects the import of any information disclosed to Bidco at any time

prior to the Announcement by or on behalf of any member of the Wider Blue Prism Group,

in each case, which is material in the context of the Wider Blue Prism Group taken as a whole;

Anti-corruption and sanctions

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

(i) any past or present member, director, officer or employee of the Wider Blue Prism Group or

any person that performs or has performed services for or on behalf of any member of the

Wider Blue Prism Group is or has at any time engaged in any activity, practice or conduct in

contravention of the UK Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as

amended or any other applicable anti-corruption legislation;

43

(ii) any past or present member, director, officer or employee of the Blue Prism Group, or any other

person for whom any such person may be liable or responsible under applicable law, has

engaged in any activity or business with, or made any investments in, or 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 United States Office of Foreign Assets

Control, or HM Treasury; 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; and

(iii) a member of the Blue Prism Group has engaged in any transaction which would cause any

member of the Wider Bidco Group to be in breach of any applicable law or regulation on

completion of the Acquisition, including the economic sanctions administered by the United

States Office of Foreign Assets Control or HM Treasury or any government, entity or

individual targeted by any of the economic sanctions of the United Nations, US or the

European Union or any of its member states;

No criminal property

(p) except as Disclosed, Bidco not having discovered that any asset of any member of the Wider Blue

Prism Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act

2002 (but disregarding paragraph (b) of that definition);

Intellectual property

(q) except as Disclosed, no circumstance having arisen or event having occurred since the Announcement

Date in relation to any intellectual property owned, used or licensed by the Wider Blue Prism Group

or licensed by the Blue Prism Group to any third parties, including:

(i) any member of the Wider Blue Prism Group losing its title to any intellectual property or any

intellectual property owned by the Wider Blue Prism Group being revoked, cancelled or

declared invalid;

(ii) any agreement regarding the use of any intellectual property licensed to or by any member of

the Wider Blue Prism Group being terminated or varied; or

(iii) any claim being filed suggesting that any member of the Wider Blue Prism Group infringed the

intellectual property rights of a third party or any member of the Wider Blue Prism Group being

found to have infringed the intellectual property rights of a third party,

in each case, which is material and adverse in the context of the Wider Blue Prism Group taken as a

whole.

44

Part B: Further terms of the Acquisition

1. Subject to the requirements of the Panel and the Takeover Code, Bidco reserves the right in its sole

discretion to waive:

(a) any of the deadlines set out in Condition 2 of Part A above for the timing of the Court Meeting

and the General Meeting. If any such deadline is not met, Bidco shall make an announcement

by 7.00 a.m. on the Business Day following such deadline confirming whether it has invoked

or waived the relevant Condition or agreed with Blue Prism to extend the deadline in relation

to the relevant Condition; and

(b) in whole or in part, all or any of the Conditions listed in Part A above, except for

Conditions 1, 2(a)(i), 2(b)(i), 2(c) and 2(d) which cannot be waived.

2. Conditions 3(a) to (q) (inclusive) of Part A above must each be fulfilled or (if capable of waiver) be

waived by Bidco by no later than 11.59 p.m. on the date immediately preceding the date of the Court

Hearing, failing which the Acquisition will lapse. Bidco shall be under no obligation to waive (if

capable of waiver) or treat as satisfied any of the Conditions that it is entitled (with the consent of the

Panel and subject to the requirements of the Takeover Code) to invoke, by a date earlier than the latest

date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions

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.

3. If Bidco is required by the Panel to make an offer for Blue Prism Shares under the provisions of

Rule 9 of the Takeover 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.

4. Under Rule 13.5(a) of the Takeover Code, Bidco may only invoke a Condition so as to cause the

Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will

normally only give its consent if the circumstances which give rise to the right to invoke the Condition

are of material significance to Bidco in the context of the Acquisition. This will be judged by

reference to the facts of each case at the time that the relevant circumstances arise. The Conditions

contained in Conditions 1 and 2(a), 2(b), 2(c) and 2(d) of Part A above and, if applicable, any

acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject

to this provision of the Takeover Code. Any Condition that is subject to Rule 13.5(a) may be waived

by Bidco.

5. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an

alternative to the Scheme (subject to the Panel’s consent and the terms of the Co-operation

Agreement). In such event, the Acquisition will be implemented on the same terms (subject to

appropriate amendments including (without limitation) the inclusion of an acceptance condition set at

75 per cent. (or such lesser percentage as may be decided under the Co-operation Agreement, subject

to the rules of the Takeover Code and with the consent of the Panel (if necessary)) of the Blue Prism

Shares to which the Acquisition relates) as those which would apply to the Scheme. Further, if

sufficient acceptances of such Takeover Offer are received and/or sufficient Blue Prism Shares are

otherwise acquired, it would be the intention of Bidco to apply the provisions of the Companies Act

to acquire compulsorily any outstanding Blue Prism Shares to which such Takeover Offer relates.

6. The Acquisition is governed by the laws of England and Wales is subject to the jurisdiction of the

English courts and to the Conditions set out above. The Scheme is subject to the applicable

requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA and the Registrar

of Companies.

7. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference

to any other Condition.

8. The Blue Prism Shares will be acquired under the Scheme by Bidco 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,

45

including (without limitation) voting rights and the right to receive and retain in full all dividends and

other distributions (if any) declared, made or paid, or any other return of value (whether by way of

reduction of share capital, repurchase or redemption or otherwise) made on or after the Announcement

Date.

9. If, on or after the Announcement Date and prior to the Effective Date, any dividend, distribution or

other return of value is declared, paid or made or becomes payable by Blue Prism in respect of the

Blue Prism Shares, Bidco reserves the right (without prejudice to any right of Bidco, with the consent

of the Panel, to invoke the Condition set out in Condition 3(l)(ii) of Part A above) to reduce the

consideration payable under the terms of the Acquisition for the Blue Prism Shares to reflect the

aggregate amount of such dividend, distribution or other return of value or excess. In such

circumstances, Blue Prism Shareholders would be entitled to receive and retain any such dividend,

distribution or other return of value declared, made or paid.

If and to the extent that any such dividend, distribution or other return of value is paid or made in

respect of the Blue Prism Shares prior to the Effective Date, and Bidco exercises its rights under this

paragraph 9 to reduce the consideration payable under the terms of the Acquisition for the Blue Prism

Shares, any reference in this document to the consideration payable under the terms of the Acquisition

shall be deemed to be a reference to the consideration as so reduced.

If and to the extent that any such dividend, distribution or other return of value has been declared or

announced but not paid or made or is not payable in respect of the Blue Prism Shares prior to the

Effective Date or by reference to a record date prior to the Effective Date or is (i) transferred pursuant

to the Acquisition on a basis which entitles Bidco to receive the dividend, distribution or other return

of value and to retain it; or (ii) cancelled before payment, the consideration payable under the terms

of the Acquisition for the Blue Prism Shares shall not be subject to change in accordance with this

paragraph 9.

Any exercise by Bidco of its rights referred to in this paragraph 9 shall be the subject of an

announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or

variation of the Scheme or the Acquisition.

10. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of,

or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic

transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national,

state or other securities exchange of, any jurisdiction where to do so would violate the laws of that

jurisdiction.

11. The Acquisition is subject, inter alia, to the satisfaction (or waiver, if permitted) of the Conditions and

certain further terms which are set out in this Part 3.

12. The availability of the Acquisition to persons not resident in the UK may be affected by the laws of

the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the

UK should inform themselves about and observe any applicable requirements.

46

PART 4

FINANCIAL AND RATINGS INFORMATION

Part A: Financial information relating to Blue Prism

The following information is incorporated into this document by reference pursuant to Rule 24.15 of the

Takeover Code:

• the audited consolidated accounts of Blue Prism for the financial year ended 31 October 2019 set out

in pages 55 to 94 (both inclusive) in Blue Prism’s annual report for the financial year ended

31 October 2019 available from Blue Prism’s website at https://investors.blueprism.com/;

• the audited consolidated accounts of Blue Prism for the financial year ended 31 October 2020 set out

in pages 57 to 105 (both inclusive) in Blue Prism’s annual report for the financial year ended

31 October 2020 available from Blue Prism’s website at https://investors.blueprism.com/;

• the half-yearly financial report of Blue Prism for the six-month period ended 30 April 2021 is

available from Blue Prism’s website at https://investors.blueprism.com/; and

• the principal risks and uncertainties set out in pages 27 to 31 (both inclusive) in Blue Prism’s annual

report for the financial year ended 31 October 2020, available from Blue Prism’s website at

https://investors.blueprism.com/.

Part B: Blue Prism ratings and outlooks

There are no ratings or outlooks publicly accorded to Blue Prism.

Part C: Financial information relating to Bidco

As Bidco was incorporated on 17 September 2021, no financial information is available or has been

published in respect of it. Bidco has not traded since its date of incorporation, has paid no dividends and has

not entered into any obligations other than those described in this document in connection with the

Acquisition and the financing of the Acquisition.

Bidco has no material assets or liabilities other than those described in this document in connection with the

Acquisition and the financing of the Acquisition. Following the Scheme becoming Effective, the earnings,

assets and liabilities of Bidco will include the consolidated earnings, assets and liabilities of the Blue Prism

Group.

Part D: Bidco ratings and outlooks

There are no ratings or outlooks publicly accorded to Bidco.

47

PART 5

ADDITIONAL INFORMATION

1. Responsibility

1.1 The Blue Prism Directors, whose names are set out 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 Bidco Directors, the TIBCO Directors and/or the Vista Responsible

Persons pursuant to paragraphs 1.2, 1.3 and 1.4 below. To the best of the knowledge and belief of the

Blue Prism 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 Bidco Directors whose names are set out in paragraphs 2.2 of this Part 5, each accept


relating to Bidco, the Bidco Group, themselves and their close relatives, related trusts and other

connected persons and persons acting, or deemed to be acting, in concert (as such term is used in the

Takeover Code) with Bidco. 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 contained in this document

(including any expressions of opinion) 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 TIBCO Directors, whose names are set out in paragraphs 2.3 of this Part 5, each accept


relating to TIBCO, the TIBCO Group, themselves and their close relatives, related trusts and other


Takeover Code) with TIBCO. To the best of the knowledge and belief of the TIBCO Directors (who

have taken all reasonable care to ensure that such is the case), the information contained in this

document (including any expressions of opinion) 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 Vista Responsible Persons, whose names are set out in paragraphs 2.4 of this Part 5, each accept


relating to Vista and the Vista Funds, themselves and their close relatives, related trusts and other


Takeover Code) with Vista and the Vista Funds, the Bidco Group, the Bidco Directors and their close

relatives, related trusts and other connected persons acting, or deemed to be acting, in concert (as such

term is used in the Takeover Code) with Bidco, the TIBCO Group and the TIBCO Directors and their

close relatives, related trusts and other connected persons acting, or deemed to be acting, in concert

(as such term is used in the Takeover Code) with TIBCO. To the best of the knowledge and belief of

the Vista Responsible Persons (who have taken all reasonable care to ensure that such is the case), the

information contained in this document (including any expressions of opinion) for which they are

responsible is in accordance with the facts and does not omit anything likely to affect the import of

such information.

48

2. Directors

2.1 The Blue Prism Directors and their respective positions are set out below:

Name Position held

Jason Kingdon Chairman and Chief Executive

Ijoma Maluza Chief Financial Officer

Kenneth Lever Non-Executive Director

Christopher Batterham Non-Executive Director

Rachel Mooney Non-Executive Director

Maurizio Carli Non-Executive Director

Murray Rode Non-Executive Director

The business address of each Blue Prism Director is 2 Cinnamon Park, Crab Lane, Fearnhead,

Warrington, England WA2 0XP.

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

Name Position held

Frederick Daniel Streetman Director

Thomas Berquist Director

The registered office of Bidco and the business address of each Bidco Director is 11th Floor,

200 Aldersgate Street, London, England, EC1A 4HD. Bidco is a private limited company

incorporated in England and Wales with company number 13627709.

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

Name Position held

Robert Smith Director

John Stalder Director

Betty Hung Director

Maneet Saroya Director

Clifford Chiu Director

Frederick Daniel Streetman Director

The registered office of TIBCO and the business address of each TIBCO Director is 3307 Hillview

Avenue, Palo Alto, CA, United States 94304. TIBCO is a corporation incorporated in Delaware,

United States with EIN/Tax ID 77-0449727.

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

Name Position held

Robert Smith Founder, Chairman and CEO of Vista

John Stalder Managing Director of Vista

Betty Hung Managing Director of Vista

Maneet Saroya Senior Managing Director, Co-Head of Flagship Fund of

Vista

The business address of Robert Smith, Betty Hung and Maneet Saroya is 401 Congress Avenue, Suite

3100 Austin, TX 78701 USA, whilst the business address of John Stalder is 4 Embarcadero Center,

20th Floor San Francisco, CA 94111 USA.

49

3. Blue Prism Shares and Blue Prism Share Plans

At the close of business on the Latest Practicable Date, the following Blue Prism Shares were in issue and

Blue Prism options and awards in respect of Blue Prism Shares under the Blue Prism Share Plans were

outstanding:

• Blue Prism Shares in issue: 97,024,956

• Blue Prism Shares which may be issued on the vesting or exercise of Blue Prism options and awards

under the Blue Prism Share Plans (and which will not be satisfied through the transfer of Blue Prism

Shares from the Blue Prism Employee Benefit Trust): 636,230

4. Market quotations

The following table sets out the Closing Price for Blue Prism Shares on the first Business Day in each of the

six months immediately before the date of this document, on 27 August 2021 (being the last Business Day

prior to the commencement of the Offer Period) and on 20 October 2021 (being the Latest Practicable Date),

in each case derived from the Daily Official List:

Closing Price

Date (pence)

4 May 2021 1,166.00

1 June 2021 944.50

1 July 2021 801.50

2 August 2021 863.50

27 August 2021 832.00

1 September 2021 1,144.00

1 October 2021 1,148.00

20 October 2021 1,126.00

5. Disclosure of interests and dealings

5.1 Definitions and references

For the purposes of this paragraph 5:

5.1.1 “acting in concert” with Blue Prism or Bidco, as the case may be, means any such person

acting or deemed to be acting in concert with Blue Prism or Bidco, as the case may be, for the

purposes of the Takeover Code;

5.1.2 “arrangement” includes any indemnity or option arrangement and any agreement or

understanding, formal or informal, of whatever nature relating to relevant securities of Blue

Prism which may be an inducement to deal or refrain from dealing;

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

5.1.4 “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 and related regulations;

5.1.5 “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 interest or interests give de facto

control;

5.1.6 “dealing” or “dealt” means:

(a) 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;

50

(b) 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;

(c) subscribing or agreeing to subscribe for relevant securities;

(d) exercising or converting, whether in respect of any new or existing securities, of any

relevant securities carrying conversion or subscription rights;

(e) 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;

(f) entering into, terminating or varying the terms of any agreement to purchase or sell

relevant securities;

(g) redeeming or purchasing, or taking or exercising an option over, any of its own relevant

securities by Blue Prism or Bidco; and

(h) 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;

5.1.7 “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;

5.1.8 “disclosure period” means the period which began on 31 August 2020 (the date 12 months

prior to the commencement of the Offer Period) and ending on the Latest Practicable Date;

5.1.9 “relevant securities” means:

(a) Blue Prism Shares and any other securities of Blue Prism conferring voting rights;

(b) the equity share capital of Blue Prism or, as the context requires, Bidco; and

(c) securities of Blue Prism or, as the context requires, Bidco, carrying conversion or

subscription rights into any of the foregoing;

5.1.10 “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, any

delivery obligation or right to require another person to purchase or take delivery; and

5.1.11 “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:

(a) a restriction on the exercise of voting rights:

(i) in an undertaking or agreement by or between a shareholder and the company or

a third party; or

(ii) arising by law or regulation; or

(b) 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;

51

5.1.12 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:

(a) he owns them;

(b) 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;

(c) by virtue of any agreement to purchase, option or derivative he:

(i) has the right or option to acquire them or call for their delivery; or

(ii) is under an obligation to take delivery of them;

(d) whether the right, option or obligation is conditional or absolute and whether it is in the

money or otherwise; or

(e) he is party to any derivative:

(i) whose value is determined by reference to their price; and

(ii) which results, or may result, in his having a long position in them; and

5.1.13 “close relatives”, “exempt principal trader”, “exempt fund manager” and “securities” have

the meanings given to them by the Takeover Code.

5.2 Interests, rights to subscribe and short positions in relevant securities of Blue Prism

Blue Prism Directors

As at the last day of the disclosure period, the Blue Prism Directors were interested in the following

Blue Prism Shares:

Number of Blue

Name Prism Shares

Jason Kingdon 5,907,473*

Ijoma Maluza 2,855

Kenneth Lever 42,737

Christopher Batterham 226,250

Rachel Mooney Nil

Maurizio Carli Nil

Murray Rode Nil

* this includes 86,742 Blue Prism Shares held by his close relatives (25,640 Blue Prism Shares held by Tracey Kingdon,

22,640 Blue Prism Shares held by Tanya Kingdon and 38,462 held by Laura Dekker)

52

As at the last day of the disclosure period, the following options and awards in respect of Blue Prism

Shares had been granted to the following Blue Prism Directors and remained outstanding under the

Blue Prism Share Plans:

Number of

Blue Prism

Shares

under Exercise

Name Scheme option Date of grant Price Exercise Period

Jason Kingdon Blue Prism Group 44,178 31 January 2020 Nil 31 January 2023–

plc Employee 31 January 2030

Share Plan

Jason Kingdon Blue Prism Group 36,347 29 January 2021 Nil 29 January 2024–


Share Plan

(Performance Share

Award)

Ijoma Maluza Blue Prism Group 2,375 29 January 2021 Nil 29 January 2022–


Share Plan

(Deferred Share

Award)



Share Plan

(Performance Share

Award)



Share Plan

(Performance Share

Award)


plc Employee Share 29 January 2031

Plan (Performance

Share Award)

Ijoma Maluza Blue Prism Group plc 305 31 January 2019 Nil N/A

Share Incentive Plan

Ijoma Maluza Blue Prism Group 220 17 March 2020 Nil N/A

plc Share Incentive

Plan

5.3 General

Save as disclosed in this paragraph 5, as at the last day of the disclosure period:

5.3.1 none of Bidco, nor any other member of the Bidco Group (including TIBCO), nor any of the

Bidco Directors, nor (in the case of the Bidco Directors) any of their close relatives, related

trusts or connected persons, nor any other person acting in concert with Bidco, nor any person

with whom Bidco or any person acting in concert with Bidco had an arrangement was

interested in, had any right to subscribe for, or had any short position in relation to, any relevant

securities of Blue Prism nor had any such person dealt in any relevant securities of Blue Prism

during the disclosure period;

5.3.2 neither Blue Prism, nor any of the Blue Prism Directors, nor (in the case of the Blue Prism

Directors) any of their close relatives, related trusts or connected persons, nor any other person

acting in concert with Blue Prism, nor any person with whom Blue Prism or any person acting

in concert with Blue Prism had an arrangement was interested in, had any right to subscribe

for, or had any short position in relation to, any relevant securities of Blue Prism and nor had

53

any such person dealt in any relevant securities of Blue Prism in the period commencing on the

first day of the Offer Period and ending on the last day of the disclosure period;

5.3.3 neither Blue Prism, nor any of the Blue Prism Directors, nor (in the case of the Blue Prism

Directors) any of their close relatives, related trusts or connected persons, nor any other person

acting in concert with Blue Prism was interested in, had any right to subscribe for, or had any

short position in relation to, any relevant securities of Bidco and nor had any such person dealt

in any relevant securities of Bidco in the period commencing on the first day of the Offer

Period and ending on the last day of the disclosure period;

5.3.4 neither Blue Prism, nor Bidco, nor any person acting in concert with Blue Prism or Bidco, had

borrowed or lent (including for these purposes any financial collateral arrangements of a kind

referred to in Note 4 on Rule 4.6 of the Takeover Code) any relevant securities in Blue Prism

(save for any borrowed shares which have been either on-lent or sold); and

5.3.5 save for the irrevocable undertakings described in paragraph 8 of this Part 5, there is no

arrangement relating to relevant securities in Blue Prism which exists between Bidco, or any

person acting in concert with Bidco, and any other person, nor between Blue Prism or any

person acting in concert with Blue Prism and any other person.

6. Service contracts and letters of appointment of the Blue Prism directors

The following directors have entered into service agreements or letters of appointment with Blue Prism

Group as summarised below:

6.1 Jason Kingdon

On 20 January 2020, the Company entered into a service agreement with Jason Kingdon. The

agreement provides for Mr Kingdon to act as Chairman and Chief Executive Officer of the Company

at a starting base salary of £400,000 per annum, and with effect from 1 February 2020, the base salary

of Mr Kingdon reduced to £300,000 per annum. For the financial year ended 31 October 2020,

Mr Kingdon waived his entitlement to receive a bonus for the year. Mr Kingdon’s employment with

the Company commenced on 22 October 2019. The service agreement has no fixed term and is

terminable by 6 months’ notice in writing by either party. Under the service agreement, Mr Kingdon

is entitled to 25 paid working days holiday each year in addition to public and bank holidays in

England and Wales, to participate in a discretionary bonus scheme, a car allowance, a contribution to

a personal pension scheme and participation in life assurance, private medical insurance, critical

illness and income protection insurance schemes. Mr Kingdon is subject to non-competition and non-

solicitation covenants for periods of nine to 12 months following termination of his employment with

the Company and to a confidentiality undertaking.

6.2 Ijoma Maluza

On 21 September 2017, the Company entered into a service agreement with Ijoma Maluza. The

agreement provides for Mr Maluza to act as Chief Financial Officer of the Company at a base salary

of £150,000 per annum. Pursuant to a letter dated 16 November 2020, the base salary of Mr Maluza

increased to £247,500 per annum effective from 1 November 2020. For the financial year ended

31 October 2020, Mr Maluza received an annual bonus of £37,125, to be paid in the form of a deferred

share award with a 12-month holding period. Mr Maluza may be eligible to receive an annual bonus

for 2021 based on Company financial performance and individual objectives with on-target payment

being equal to 50 per cent. of his base salary and maximum achievement capped at 100 per cent. of

his base salary, subject to discretion of the Company’s remuneration committee. The service

agreement has no fixed term and is terminable by 6 months’ notice in writing by either party. Under

the service agreement, Mr Maluza is entitled to 25 paid working days holiday each year in addition

to public and bank holidays in England and Wales, to participate in a discretionary bonus scheme, a

car allowance, a contribution to a personal pension scheme and participation in life assurance, private

medical insurance, critical illness and income protection insurance schemes. Mr Maluza is subject to

54

non-competition and non-solicitation covenants for periods of six to 12 months following termination

of his employment with the Company and to a confidentiality undertaking.

Mr Maluza is eligible for a transaction bonus of £500,000 in relation to the Acquisition, subject to and

payable upon Completion.

6.3 Kenneth Lever

Kenneth Lever is engaged by the Company and was first appointed as a non-executive director on

22 February 2016 on the terms of a letter of appointment dated 22 February 2016 for an initial fixed

term of three years, terminable on three months’ notice from either party. Mr Lever commenced in

that office on 22 February 2016. On 20 February 2019, the appointment of Mr Lever as a

non-executive director was extended for a period of 12 months from 22 February 2019. Pursuant to

the subsequent appointment letter dated 20 February 2019, the fee received by Mr Lever increased

from £50,000 to £55,000 per annum. He is subject to confidentiality undertakings. He is not entitled

to any payment on termination of his appointment by the Company, other than for fees due in respect

of his notice period.

6.4 Christopher Batterham

Christopher Batterham is engaged by the Company and was first appointed as a non-executive

director on 22 February 2016 on the terms of a letter of appointment dated 22 February 2016 for an

initial term of three years, terminable at any time on three months’ notice from either party.

Mr Batterham commenced in that office on 22 February 2016. On 20 February 2019, the appointment

of Mr Batterham as a non-executive director was extended for a period of 12 months from

22 February 2019, and on 22 October 2019 Mr Batterham was appointed as non-executive deputy

chairman. Pursuant to the original appointment letter dated 22 February 2016, the fee received by Mr

Batterham was £40,000 per annum plus £5,000 per annum per additional committee on which he

serves. Pursuant to the amendment letter dated 20 February 2019, the fee received by Mr Batterham

increased to £55,000 per annum, and pursuant to the amendment letter dated 22 October 2019 the fee

subsequently increased to £60,000 per annum (in each case inclusive of service on committees). He

is subject to confidentiality undertakings. He is not entitled to any payment on termination of his

appointment by the Company, other than for fees due in respect of his notice period.

6.5 Rachel Mooney

Rachel Mooney is engaged by the Company as a non-executive director on the terms of a letter of

appointment dated 27 September 2020 for an initial term of three years, terminable at any time on

three months’ notice from either party. Ms Mooney commenced in that office on 28 September 2020.

Ms Mooney receives a fee of £55,000 per annum and is subject to confidentiality undertakings. She

is not entitled to any payment on termination of her appointment by the Company, other than for fees

due in respect of her notice period.

6.6 Maurizio Carli

Maurizio Carli is engaged by the Company as a non-executive director on the terms of a letter of

appointment dated 13 January 2021 for an initial term of three years, terminable at any time on three

months’ notice from either party. Mr Carli commenced in that office on 1 February 2021. Mr Carli

receives a fee of £55,000 per annum and is subject to confidentiality undertakings. He is not entitled



6.7 Murray Rode

Murray Rode is engaged by the Company as a non-executive director on the terms of a letter of

appointment dated 13 January 2021 for an initial term of three years, terminable at any time on three

months’ notice from either party. Mr Rode commenced in that office on 1 February 2021. Mr Rode

receives a fee of £55,000 per annum and is subject to confidentiality undertakings. He is not entitled


55


6.8 Save as set out in this paragraph 6:

6.8.1 no Blue Prism Director is entitled to commission or profit sharing arrangements;

6.8.2 other than statutory compensation and payment in lieu of notice, no compensation is payable

by Blue Prism to any Blue Prism Director upon early termination of their appointment; and

6.8.3 no service agreement or letter of appointment with a Blue Prism Director has been entered into

or amended within the six months preceding the date of this document.

7. Material contracts

7.1 Blue Prism material contracts

Save as set out below there are no contracts, not being contracts entered into in the ordinary course

of business, which have been entered into by Blue Prism or any other member of the Blue Prism

Group during the period beginning on the date falling two years before the commencement of the

Offer Period which are, or may be, material:

7.1.1 Co-operation Agreement

See paragraph 7.3.4 below for details of the Co-operation Agreement between Blue Prism and

Bidco.

7.1.2 Placing Agreement

Blue Prism entered into a placing agreement dated 20 April 2020 (the “Placing Agreement”)

with Investec Bank. Under the terms of the Placing Agreement, Investec Bank was appointed

as Blue Prism’s sole broker and sole bookrunner for the purposes of the placing with new and

existing institutional investors of new Blue Prism Shares.

Blue Prism gave certain customary warranties and undertakings to Investec Bank including,

amongst others, warranties in relation to Blue Prism and its business. Blue Prism agreed to

indemnify Investec Bank against certain claims and losses arising out of, amongst others, the

accuracy of the information contained in the placing documents, losses arising from a breach

of the Placing Agreement and in respect of certain other losses suffered or incurred. The

liability of Blue Prism under the Placing Agreement is not limited in time or amount.

7.2 Bidco material contracts

Save as set out below there are no contracts, not being contracts entered into in the ordinary course

of business, which have been entered into by Bidco or any other member of the Bidco Group during

the period beginning on the date falling two years before the commencement of the Offer Period

which are, or may be, material:


See paragraph 7.3.4 below for details of the Co-operation Agreement between Blue Prism and

Bidco.

7.2.2 First Lien Credit Agreement

(i) Overview

The Acquisition will be financed from the proceeds of term loan facilities (the

“Facilities”) made available under the senior secured first lien term loan credit

agreement dated 27 September 2021 between Finco as Initial Borrower, Nomura

Corporate Funding Americas, LLC, Jefferies Finance LLC and Macquarie Capital

Funding LLC as initial Lenders and Nomura Corporate Funding Americas, LLC as

Administrative Agent and Collateral Agent, with Nomura Securities International, Inc.,

56

Jefferies Finance LLC, KKR Capital Markets LLC, Macquarie Capital (USA) Inc. and

Oak Hill Advisors, L.P. as Joint Lead Arrangers and Joint Bookrunners (each as defined

therein) (the “First Lien Credit Agreement”).

The Facilities comprise:

(a) a senior secured first term loan facility in an aggregate principal amount of

$220,000,000 (“Facility B-1”); and

(b) a senior secured first term loan facility in an aggregate principal amount of

$1,415,000,000 (“Facility B-2”).

(ii) Repayment Terms

The Credit Agreement provides that each loan outstanding under the Facilities (together,

the “Loans”) shall be subject to mandatory amortization at a rate of 0.25 per cent. of the

original principal of such Loan per fiscal quarter, commencing with the second full

fiscal quarter following the utilisation date of the Loans (the “Utilisation Date”).

Any principal amount of any Loan not otherwise repaid or prepaid prior to such date

shall mature and become due and payable on 30 June 2026 (the “Maturity Date”).

In addition, the Credit Agreement includes:

(a) certain rights for Finco or any person which succeeds Finco as borrower of the

Loans (the “Borrower”) (in its sole discretion) to voluntarily prepay all or part

of the Loans prior to the Maturity Date; and

(b) certain obligations for the Borrower to mandatorily prepay all or part of the Loans

prior to the Maturity Date, including without limitation from:

(I) the proceeds of certain asset dispositions, subject to certain customary

reinvestment rights;

(II) the proceeds of issuances of indebtedness not otherwise permitted under

the First Lien Credit Agreement;

(III) the proceeds of certain casualty events; and

(IV) excess cash flow for any fiscal year, commencing with the first full fiscal

year ending after the Utilisation Date,

in each case subject to certain customary de minimis thresholds and other

exceptions.

As described in paragraph 7.2.2(iii)(c) below, certain increases to the economic cost of

the Facility B-1 Loan shall take effect if the Facility B-1 Loan is not repaid on or prior

to the date falling thirty five (35) days after the Utilisation Date.

(iii) Interest Rates

(a) Each Loan bears interest at a percentage rate per annum equal to the Applicable

Floating Rate plus the Applicable Margin.

(b) To the extent necessary to achieve a successful syndication of Facility B-2 (a

“Successful Syndication”), the Lead Arrangers have the right to require that:

(I) the Applicable Margin in respect of each Facility B-2 Loan shall be

increased by up to (A) 1.25 per cent. per annum; plus (B) in the event that

a Successful Syndication has not been achieved on or prior to 25 January

2022, an additional 0.25 per cent. per annum; plus (C) in the event that a

57

Successful Syndication has not been achieved on or prior to 26 March

2022, an additional 0.25 per cent. per annum; and

(II) in respect of each Facility B-2 Loan, the Adjusted LIBO Rate floor shall

be increased from zero to 0.50 per cent. per annum.

(c) In the event any Facility B-1 Loan remains outstanding on the date falling thirty

five (35) days after the Utilisation Date:

(I) the Applicable Margin in respect of each Facility B-1 Loan which is an

Adjusted LIBO Rate Loan shall increase to the greater of (x) 4.00 per cent.

per annum and (y) the Applicable Margin applicable to Facility B-2 Loans

which are Adjusted LIBO Rate Loans (following any increase thereto as a

result of the exercise of any of the market flex rights described in

paragraph (b)(i) above); and

(II) if any market flex rights described in paragraph (b)(ii) above have been

exercised, the Adjusted LIBO Rate floor applicable to each Facility B-1

Loan shall increase to be the same percentage rate per annum as the

Adjusted LIBO Rate floor applicable to each Facility B-2 Loan.

(d) For the purposes of this paragraph 7.2.2(iii):

“Adjusted LIBO Rate” means, in respect of a Loan, the percentage rate per

annum equal to the greater of (x) USD LIBOR for the applicable length of

interest period, rounded to the nearest 0.01 per cent. and subject to customary

adjustments for statutory reserves and (y) zero.

“Adjusted LIBO Rate Loan” means a Loan in respect of which the Applicable

Floating Rate is the Adjusted LIBO Rate.

“Alternate Base Rate” means, in respect of a Loan, the percentage rate per

annum equal to the greatest of:

(I) the rate of interest publically announced from time to time by the

Administrative Agent as its “prime rate” at its principal office in New York

City;

(II) the aggregate of (i) the greater of (x) the effective federal funds rate

published by the Federal Reserve Bank of New York and (y) zero; plus (ii)

0.50 per cent.; and

(III) the Adjusted LIBO Rate for an interest period of one month plus 1.00 per

cent.

“Alternate Base Rate Loan” means a Loan in respect of which the Applicable

Floating Rate is the Alternate Base Rate.

“Applicable Floating Rate” means, in respect of a Loan, either the Adjusted

LIBO Rate or the Alternate Base Rate, as selected by the Borrower in the

borrowing request for that Loan.

“Applicable Margin” means, subject to paragraphs 7.2.2(iii)(b)(I) and

7.2.2(iii)(c)(I) above, a percentage rate per annum equal to:

(I) in respect of a Facility B-1 Loan which is an Adjusted LIBO Rate Loan,

3.00 per cent.;

(II) in respect of a Facility B-1 Loan which is an Alternate Base Rate Loan,

2.00 per cent.;

58

(III) in respect of a Facility B-2 Loan which is an Adjusted LIBO Rate Loan,

3.75 per cent.; and

(IV) in respect of a Facility B-2 Loan which is an Alternate Base Rate Loan,

2.75 per cent.

(iv) Guarantees and Security Interests

Prior to the TIBCO Contribution Date (as defined below), the obligations of the

Borrower under the Credit Agreement:

(a) will not be guaranteed by Bidco or any of its affiliates;

(b) will be guaranteed by Balboa Intermediate Holdings LLC (“TIBCO Holdings”)

and each of its subsidiaries which has become a guarantor under:

(I) the senior secured credit agreement dated 5 December 2014 between,

among others, TIBCO Holdings and JPMorgan Chase Bank, N.A. as

administrative agent (as amended and/or restated from time to time) (the

“TIBCO First Lien Credit Agreement”); and

(II) the senior secured second lien credit agreement dated 4 March 2020

between, among others, TIBCO Holdings and KKR Loan Administration

Services LLC as administrative agent (as amended and/or restated from

time to time) (the “TIBCO Second Lien Credit Agreement”)

(collectively, the “TIBCO Guarantors”);

(c) will be secured by security interests over:

(I) all or substantially all of the business and assets of Borrower pursuant to a

New York law governed security agreement;

(II) until the TIBCO Contribution Date, all shares in the capital of Bidco

owned by the Borrower and all receivables owed by Bidco to the

Borrower, in each case pursuant to an English law governed security

agreement (the “UK Charge”); and

(III) all or substantially all of the business and assets of the TIBCO Guarantors

pursuant to one or more New York law governed security agreements,

provided that such security interests shall rank pari passu with the

equivalent security interests granted in respect of the obligations under the

TIBCO First Lien Credit Agreement and senior in priority to the

equivalent security interests granted in respect of the obligations under the

TIBCO Second Lien Credit Agreement, in each case in accordance with

one or more intercreditor agreements.

On the TIBCO Contribution Date, the security interests under the UK Charge will be

released.

(v) Key Covenants – Positive Covenants

The Credit Agreement contains positive covenants customary for instruments of this

type, including without limitation the obligation to (i) deliver annual and quarterly

financial statements, (ii) notify the administrative agent under the Credit Agreement (the

“Administrative Agent”) of certain material litigation claims and other extraordinary

events, (iii) maintain the corporate existence of the Borrower and certain of its affiliates

as well as certain authorisations, property, equipment and intellectual property rights

required to operate their business, (iv) maintain certain insurances, (v) satisfy certain tax

liabilities, (vi) use commercially reasonably endeavours to maintain credit ratings of the

Facilities and corporate family credit ratings of the Borrower, (vii) maintain a consistent

59

fiscal year end, (viii) comply with certain laws regarding employee benefits,

environment, sanctions, anti-corruption, anti-money laundering and anti-terrorist

financing, (ix) maintain adequate books and records and, in certain circumstances,

permit access to those books and records, (x) apply the proceeds of the Facilities for the

agreed purposes, (xi) take certain actions regarding the maintenance of existing

guarantees and security interests and granting of additional guarantees and security

interests and (xii) deliver certain conditions subsequent.

In addition, subject to certain exceptions, the Credit Agreement requires:

(a) the Borrower to cause Bidco to:

(I) comply in all material respects with the Takeover Code, subject to waivers

granted by or requirements of the Panel or the requirements of the Court,

and all relevant laws and regulations relating to the Acquisition;

(II) use all reasonable endeavours to de-list the Company from AIM and re-

register the Company as a private limited company, in each case, within 60

days of the Effective Date; and

(III) keep the Administrative Agent informed as to any material developments

in relation to the Acquisition; and

(b) the Borrower to cause Bidco not to:

(I) modify the Announcement or waive any material condition to completion

of the Acquisition which is set out in the Announcement, in each case

where to do so would be materially adverse to the interests of the lenders

under the Credit Agreement;

(II) cause any of its affiliates to become obliged to make a mandatory offer

under Rule 9 of the Takeover Code; or

(III) make any public statement which refers to the Credit Agreement and/or the

related loan documents and the financing of the Scheme which would be

materially prejudicial to the interests of the lenders (taken as a whole).

The Credit Agreement also requires that within two (2) business days of the date on

which the consideration payable under this Scheme is paid to the Scheme Shareholders,

Finco shall ensure that all of the equity interests of Bidco shall be owned by TIBCO

Software Inc. or any of its subsidiaries which is a TIBCO Guarantor, whether pursuant

to one or more contributions, mergers or other transactions (the date of such

contributions, mergers or other transactions, the “TIBCO Contribution Date”).

(vi) Key Covenants – Negative Covenants

The Credit Agreement contains negatives covenants customary for instruments of this

type, including without limitation restrictions on the Borrower and, following the

TIBCO Contribution Date, TIBCO Holdings and its restricted subsidiaries, with respect

to (i) the incurrence of indebtedness, (ii) the granting of security interests, (iii)

investments, loans and other advances, (iv) mergers, amalgamations and corporate

consolidations, (v) asset dispositions, (vi) dividends, distributions and other shareholder

payments, (vii) transactions with affiliates of the Borrower, (viii) the prepayment of

certain other indebtedness, (ix) changes to organisational documents and other

fundamental corporate changes or changes of business, (x) actions by TIBCO Holdings

beyond activities customary for a holding company and (xi) the granting of additional

negative pledge undertakings.

60

(vii) Principal Financing Parties

Nomura Securities International, Inc., Jefferies Finance LLC, KKR Capital Markets

LLC, Macquarie Capital (USA) Inc. and Oak Hill Advisors, L.P. are joint lead arrangers

and joint bookrunners in respect of the Facilities.

Nomura Corporate Funding Americas, LLC, Jefferies Finance LLC and Macquarie

Capital Funding LLC are the initial Lenders of the Facilities.

(viii) Refinancing Requirements

Other than pursuant to the mandatory prepayment obligations described in paragraph

7.2.2(ii)(b) above or the exercise of the rights of the Lenders to accelerate the Facilities

following the occurrence of an event of default under the Credit Agreement, there is no

obligation for the Borrower to refinance any of the Facilities prior to the Maturity Date.

However, as described in paragraph 7.2.2(iii)(c) above, certain increases to the

economic cost of the Facility B-1 Loan shall take effect if the Facility B-1 Loan is not

repaid on or prior to the date falling thirty five (35) days after the Utilisation Date.

7.3 Offer-related arrangements

7.3.1 Confidentiality Agreement

Vista Equity Partners Management, LLC (“VEPM”) and Blue Prism entered into a

confidentiality agreement on 8 June 2021 (as amended on 27 September 2021) (the

“Confidentiality Agreement”), pursuant to which VEPM has undertaken to keep information

relating to Blue Prism confidential and not to disclose it to third parties (other than to permitted

recipients) unless required by law or regulation. These confidentiality obligations shall remain

in force until 18 months from the date of the Confidentiality Agreement.

The Confidentiality Agreement also contains undertakings from VEPM that, for a period of

12 months from the date of the Confidentiality Agreement, VEPM shall not solicit certain of

Blue Prism’s employees or officers nor shall VEPM employ or offer to employ or attempt to

employ certain of Blue Prism’s employees.

VEPM has also agreed to customary standstill arrangements pursuant to which VEPM has

agreed that, without the prior written consent of Blue Prism, it shall not acquire Blue Prism

Shares or any interest in any Blue Prism Shares. These restrictions fall away immediately

following the making of the Announcement.

7.3.2 Clean Team Protocol

On 23 September 2021, Blue Prism and VEPM entered into a Clean Team Protocol, the

purpose of which was to agree the procedure for the sharing of commercially sensitive

information about the Blue Prism Group with VEPM and Bidco during a due diligence exercise

to ensure that the exchange of such commercially sensitive information remains compliant with

antitrust laws.

7.3.3 Confidentiality and Joint Defence Agreement

On 23 September 2021, Blue Prism, VEPM and their respective legal advisers entered into a

Confidentiality and Joint Defence Agreement, the purposes of which are: (i) to agree that

“Restricted Information” about the Blue Prism Group may only be shared with VEPM on an

“Outside Counsel/Retained Experts Only” basis and so will not be deemed to have been

received by VEPM for the purposes of Rule 21.3 of the Takeover Code; and (ii) to ensure that

such sharing of the “Restricted Information” does not constitute a waiver of privilege, right or

immunity otherwise available.

61


Pursuant to a co-operation agreement dated 28 September 2021 between Blue Prism and Bidco

(the “Co-operation Agreement”), among other things: (i) Blue Prism has agreed to co-operate

with Bidco to assist the satisfaction of certain regulatory conditions, and Bidco has entered into

commitments in relation to obtaining regulatory and foreign investment clearances; (ii) Bidco

has agreed to provide Blue Prism with certain information for the purposes of this document

and to otherwise assist with the preparation of this document; (iii) Bidco has agreed to certain

provisions if the Scheme should switch to a takeover offer; and (iv) Blue Prism and Bidco have

agreed certain arrangements in respect of employees and the Bidco Share Plans.

The Co-operation Agreement will terminate in a number of customary circumstances,

including if the Acquisition is withdrawn or lapses, if prior to the Long Stop Date any

Condition becomes incapable of satisfaction, at Bidco’s or Blue Prism’s election if the Blue

Prism Directors withdraw their recommendation of the Acquisition or if the Blue Prism

Directors recommend a competing proposal, or if the Scheme does not become Effective in

accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and

Blue Prism.

7.3.5 Remuneration Disclosure

In consideration and recognition of the additional work carried out in connection with the

Acquisition (above and beyond their normal duties and responsibilities), the Blue Prism

Directors have agreed to pay a cash bonus to Ijoma Maluza and six other employees, subject

to the Acquisition becoming Effective. The bonuses would be payable after the Effective Date

as part of the next practicable payroll. The aggregate amount of all such bonuses is £1,054,000.

Bidco has consented to these bonuses and has acknowledged this arrangement under the

Co-operation Agreement.

8. Irrevocable undertakings and letters of intent

8.1 Blue Prism Directors

The following Blue Prism Directors have given irrevocable undertakings to vote in favour of the

Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting:

Number of Blue

Prism Shares in Percentage of

respect of which Blue Prism

undertaking issued ordinary

Name of Blue Prism Director is given share capital*

Jason Kingdon 5,820,731 6.00%

Christopher Batterham 226,250 0.23%

Kenneth Lever 42,737 0.04%

Ijoma Maluza 2,855 0.003%

* based on the number of Blue Prism Shares in issue as at the Latest Practicable Date.

62

These irrevocable undertakings also extend to any Blue Prism Shares acquired by the Blue Prism

Directors on or before the Effective Date or as a result of the vesting of awards or the exercise of

options under the Blue Prism Share Plans. As at the Latest Practicable Date, the Blue Prism Directors

hold the following awards and other rights to subscribe for, purchase or otherwise acquire any

securities over Blue Prism Shares:

Number of awards

and other rights to

subscribe for,

purchase or

otherwise acquire

any Blue

Name of Blue Prism Director Prism Shares

Jason Kingdon 80,525

Ijoma Maluza 79,847

Provisions common to all Blue Prism Directors’ irrevocable undertakings

The irrevocable undertakings given by the Blue Prism Directors remain binding in the event a higher

competing offer being made for Blue Prism and will only cease to be binding:

• if the Acquisition is implemented by way of a Takeover Offer, the Offer Document is not sent

to Blue Prism Shareholders within 28 days (or such longer period as the Panel may agree) after

the date of the announcement of such Takeover Offer other than as a result of a delay

attributable to Blue Prism;

• if Bidco announces, with the consent of the Panel, that it does not intend to proceed with the

Acquisition and no new, revised or replacement Takeover Offer or Scheme is announced in

accordance with Rule 2.7 of the Takeover Code at the same time;

• if the Scheme lapses or is withdrawn in accordance with its terms and no new, revised or

replacement Takeover Offer or Scheme (on no less favourable terms) is announced in

accordance with Rule 2.7 of the Takeover Code within (in the event of no other third party firm

offer for Blue Prism having been announced under Rule 2.7 of the Code) five Business Days

of any such lapsing or withdrawal or (in the event of a third party firm offer for Blue Prism

having been announced under Rule 2.7 of the Code) 21 days of any such lapsing or withdrawal;

• if the Co-operation Agreement is terminated as a result of Bidco being in material breach or a

material term of the Co-operation Agreement;

• on the Long Stop Date; or

• on the date on which any competing offer for the entire issued and to be issued share capital of

the Company is declared wholly unconditional or, if proceeding by way of a scheme of

arrangement, becomes effective.

If Bidco exercises the right to switch to a Takeover Offer, these irrevocable undertakings shall

continue to be binding in accordance with their terms.

63

8.2 Blue Prism Shareholders

The following Blue Prism Shareholders have given irrevocable undertakings to vote in favour of the

Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting:

Number of Blue



undertaking issued ordinary

Name of Blue Prism Shareholder is given share capital*

Quilter Investors UK Equity 1 Fund, managed by

Jupiter Investment Management Limited on behalf

of Quilter Investors 64,783 0.07%

Jupiter UK Specialist Equity Fund, a sub-fund of

Jupiter Asset Management Series plc 451,269 0.47%

Jupiter UK Mid Cap Fund, a sub-fund of Jupiter

Investment Management Series I 3,632,486 3.74%

Worldwide Transactions Fund, managed by Jupiter

Investment Management Limited on behalf of

Worldwide Transactions Limited 16,615 0.02%

Jupiter UK Smaller Companies Focus Fund, a

sub-fund of Jupiter Asset Management Series plc 379,735 0.39%

Jupiter UK Smaller Companies Fund, a sub-fund of

Jupiter Investment Management Series I 1,340,202 1.38%

BDLPHUKE, managed by Jupiter Investment Management

Limited on behalf of Brewin Dolphin 87,836 0.09%


These irrevocable undertakings given by the Blue Prism Shareholders will only cease to be binding:

• if Bidco announces, with the consent of the Panel, that it does not intend to make or proceed

with the Acquisition and no new, revised or replacement Scheme or Takeover Offer is

announced in accordance with Rule 2.7 of the Takeover Code at the same time;

• if the Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Takeover

Offer has been announced, in accordance with Rule 2.7 of the Takeover Code, in its place or is

announced, in accordance within Rule 2.7 of the Takeover Code, within 10 Business Days of

such lapse or withdrawal;

• on the Long Stop Date unless, on such date, Bidco is bound to make or has made a Takeover

Offer that remains open for acceptance in accordance with the Takeover Code;

• immediately upon a higher competing offer being made for the entire issued and to be issued

share capital of Blue Prism by a party other than Bidco; or

• the date on which any competing offer for the entire issued and to be issued share capital of the

Company is declared wholly unconditional or, if proceeding by way of a scheme of

arrangement, becomes effective.

If Bidco exercises the right to switch to a Takeover Offer, these irrevocable undertakings shall

continue to be binding in accordance with their terms.

64

8.3 Blue Prism Co-Founders’ Letters of Intent

The Blue Prism Co-Founders have given letters of intent to vote in favour of the Scheme at the Court

Meeting and the Special Resolution to be proposed at the General Meeting:

Number of Blue



letter of intent issued ordinary

Name of Blue Prism Co-Founder is given share capital*

Alastair Bathgate 4,598,640 4.74%

David Moss 1,441,500 1.49%


8.4 Blue Prism Shareholder’s Letter of Intent

Lead Edge Capital Management, LLC, a Blue Prism Shareholder, has given a letter of intent to vote

in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General

Meeting:

Number of Blue



letter of intent issued ordinary

Name of Blue Prism Shareholder is given share capital*

Lead Edge Capital Management, LLC 4,155,763 4.28%


9. Bases and sources

In this document, unless otherwise stated, or the context otherwise requires, the following sources and bases

have been used:

9.1 The value placed by the Acquisition on the existing issued ordinary share capital of Blue Prism is

based on 97,024,956 Blue Prism Shares in issue as at the Latest Practicable Date.

9.2 The value of the Acquisition on a fully diluted basis has been calculated on the basis of a fully diluted

issued ordinary share capital of 97,661,186 Blue Prism Shares, which is calculated by reference to

97,024,956 Blue Prism Shares in issue as at the Latest Practicable Date and a further 636,230 Blue

Prism Shares which may be issued on or after the date of this document on the exercise of options or

vesting of awards under the Blue Prism Share Plans, excluding the exercise of options or vesting of

awards under the Blue Prism Share Plans that will come from Blue Prism Shares held in the Blue

Prism Employee Benefit Trust.

9.3 The valuation of the entire issued and to be issued ordinary share capital of Blue Prism at

approximately £1,096 million on a fully diluted basis (£809 million as at 27 August 2021, being the

last Business Day prior to the commencement of the Offer Period) is calculated by applying the

treasury stock method to Blue Prism Shares which may be issued on or after the Announcement Date

on the exercise of options or vesting of awards under the Blue Prism Share Plans.

9.4 Unless otherwise stated, all prices and Closing Prices for Blue Prism Shares are closing middle market

quotations derived from the Daily Official List of the London Stock Exchange.

9.5 Volume weighted average prices have been derived from Bloomberg and have been rounded to the

nearest whole figure.

65

9.6 Unless otherwise stated, the financial information relating to Blue Prism is extracted (without material

adjustment) from the audited final results of Blue Prism for the financial year to 31 October 2020 or

from the unaudited interim results of Blue Prism for the six months ended 30 April 2021.

9.7 Certain figures included in this document have been subject to rounding adjustments.

10. Other Information

10.1 Each of Qatalyst Partners, Investec Bank, BofA Securities, Goldman Sachs and Nomura Securities

International 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.

10.2 Save as disclosed in this document in paragraph 7.3.5 of this Part 5, no agreement, arrangement or

understanding (including any compensation arrangements) exists between Bidco or any person acting

in concert with it and any of the directors, recent directors, shareholders or recent shareholders of Blue

Prism or any person interested or recently interested in Blue Prism Shares having any connection with

or dependence on or which is conditional upon the outcome of the Acquisition.

10.3 Following completion of the Acquisition, Vista intends to indirectly transfer Bidco to TIBCO, a

portfolio company of Vista. Bidco reserves the right to transfer any such shares to any member of the

Bidco Group.

10.4 Save as disclosed in this document, there is no agreement or arrangement to which Bidco is a party

which relates to the circumstances in which it may or may not invoke a condition to the Scheme.

10.5 The emoluments of the Bidco Directors will not be affected by the Acquisition or any associated

transaction.

10.6 The aggregate fees and expenses which are expected to be incurred by Bidco in connection with the

Acquisition are estimated to amount to approximately US$84.3 million excluding applicable VAT.

This aggregate number consists of the following categories (in each case excluding applicable VAT):

10.6.1 financing arrangements: US$65.4 million;

10.6.2 financial and corporate broking advice: US$10.0 million;

10.6.3 legal advice: US$5.3 million;

10.6.4 accounting advice: US$1.4 million;

10.6.5 public relations advice: nil;

10.6.6 other professional services: US$1.5 million; and

10.6.7 other costs and expenses: US$0.8 million.

The fees and expenses have been and will be incurred by Bidco in various different currencies

(including without limitation, pounds sterling) which have been converted into US dollars for the

purposes of this disclosure using the Bloomberg spot exchange rates as at 12.00 p.m. as at the Latest

Practicable Date and rounded to the nearest US$100,000.000. The actual amount of the fees and

expenses incurred on a US dollar basis may vary depending on foreign exchange movements during

the course of the Offer Period.

10.7 The aggregate fees and expenses which are expected to be incurred by Blue Prism in connection with

the Acquisition are estimated to amount to approximately £25.2 million excluding applicable VAT.

This aggregate number consists of the following categories (in each case excluding applicable VAT):

10.7.1 financial and corporate broking advice: £23.3 million;

10.7.2 legal advice: £1.2 million;

10.7.3 financing arrangements: nil;

66

10.7.4 accounting advice: nil;

10.7.5 public relations advice: £550,000;

10.7.6 other costs and expenses: £15,000; and

10.7.7 other professional services: £131,700.

10.8 Save as disclosed in this document, the Blue Prism Directors are not aware of any significant change

in the financial or trading position of Blue Prism which has occurred since 30 April 2021, being the

last day of the six-month period for which Blue Prism’s interim results for the period to 30 April 2021

relate.

10.9 The persons (other than the Bidco Directors and the other members of the Bidco Group) who, for the

purposes of the Takeover Code, are acting in concert with Bidco are:

10.9.1 Goldman Sachs of Plumtree Court, 25 Shoe Lane, London EC4A 4AU, United Kingdom, as

financial adviser to TIBCO; and

10.9.2 Nomura Securities International of Worldwide Plaza, 309 West 49th Street, New York,

NY 10019-7316, United States of America, as financial adviser to TIBCO.

10.10 The persons (other than the Blue Prism Directors and the other members of the Blue Prism Group)

who, for the purposes of the Takeover Code, are acting in concert with Blue Prism are:

10.10.1 Qatalyst Partners of 52 Conduit Street, 6th Floor, London, W1S 2YX, United Kingdom, as

connected adviser;

10.10.2 Investec Bank of 30 Gresham Street, London EC2V 7QP, as connected adviser; and

10.10.3 BofA Securities of 2 King Edward Street, London, EC1A 1HQ, as connected adviser.

11. Documents on display

11.1 Copies of the following documents will be available, free of charge, on Blue Prism’s website at

https://investors.blueprism.com during the course of the Acquisition:

11.1.1 the irrevocable undertakings referred to in paragraph 8 of this Part 5;

11.1.2 the letters of intent referred to in paragraph 8 of this Part 5;

11.1.3 the Co-operation Agreement;

11.1.4 the Confidentiality Agreement;

11.1.5 the Clean Team Protocol;

11.1.6 the Confidentiality and Joint Defence Agreement;

11.1.7 the First Lien Credit Agreement;

11.1.8 the Blue Prism Articles;

11.1.9 a draft of the Blue Prism Articles as proposed to be amended by the Special Resolution;

11.1.10 a copy of Bidco’s articles of association;

11.1.11 copies of the proposed communications that are being sent to participants in the Blue Prism

Share Plans, as required by Rule 15 of the Takeover Code;

11.1.12 the letters of consent referred to in paragraph 10.1 of this Part 5; and

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

22 October 2021

67

PART 6

THE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICE CR-2021-001795

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

COMPANIES COURT (CHD)

IN THE MATTER OF BLUE PRISM GROUP PLC

– and –

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT

(under Part 26 of the Companies Act 2006)

Between

BLUE PRISM GROUP PLC

And

THE SCHEME SHAREHOLDERS

(as hereinafter defined)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the

following meanings:

“Acquisition” the acquisition by Bidco of the entire issued, and to be

issued, ordinary share capital of Blue Prism not already

owned or controlled by the Bidco Group, to be implemented

by means of this Scheme, or should Bidco so elect in

accordance with the terms of the Co-operation Agreement

with the consent of the Panel, by means of a Takeover Offer,

and where the context admits, any subsequent revision,

variation, extension or renewal thereof;

“Announcement Date” 28 September 2021;

“Bidco” Bali Bidco Limited, a company incorporated in England and

Wales with company number 13627709;

“Bidco Group” Bidco and its parent undertakings and its and such parent

undertakings’ subsidiary undertakings;

“Blue Prism” or “Company” Blue Prism Group plc, a public limited company

incorporated in England and Wales with company number

09759493;

“Blue Prism Share Plans” the Blue Prism Group plc Employee Share Plan, Blue Prism

Group plc Non-Employee Share Plan, Blue Prism Group plc

Company Share Option Plan, Blue Prism Group plc Share

Incentive Plan, and Blue Prism Group plc Employee Share

Purchase Plan;

68

“Blue Prism Shares” the ordinary shares of one penny each in the capital of the

Company and “Blue Prism Share” shall mean any one of

them;

“Business Day” a day (other than Saturdays, Sundays and public or bank

holidays) on which banks are generally open for business in

London;

“Cash Consideration” the cash consideration of 1,125 pence per Scheme Share

payable to Scheme Shareholders for each Scheme Share

transferred pursuant to this Scheme;

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

“Companies Act” the Companies Act 2006 (as amended modified,

consolidated, re-enacted or replaced from time to time);

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

“Court Hearing” the hearing by the Court of the application to sanction the

Scheme;

“Court Meeting” the meeting of the Scheme Shareholders convened by order

of the Court pursuant to section 896 of the Companies Act,

for the purpose of approving the Scheme, including any

adjournment thereof, notice of which is set out in Part 10 of

this document, for the purpose of considering and, if thought

fit, approving the Scheme (with or without amendment);

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

section 899 of the Companies Act;

“CREST” the computerised settlement system (as defined in the

CREST Regulations) operated by Euroclear which facilitates

the transfer of title to shares in uncertificated form;

“CREST Regulations” the Uncertificated Securities Regulations 2001

(SI 2001/3755);

“Effective” this Scheme having become effective in accordance with

clause 6;

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

“Euroclear” Euroclear UK & International Limited a company

incorporated in England and Wales with registered number

02878738;

“Excluded Shares” any Blue Prism Shares (i) legally or beneficially owned by

any member of the Wider Bidco Group and (ii) held in

treasury;

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

transmission;

“Latest Practicable Date” 20 October 2021;

“Long Stop Date” 28 March 2022 or such later date as may be agreed between

Bidco and Blue Prism and, if required, the Panel and the

Court may allow (if such approval(s) are required);

“certificated” or “in

certificated form”

69

“members” members of the Company on the register of members at any

relevant date or time;

“Panel” the UK Panel on Takeovers and Mergers;

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

have the respective meanings given by the Companies Act;

“Scheme” this scheme of arrangement made under Part 26 of the

Companies Act between the Company and the Scheme

Shareholders in its present form or with or subject to any

modification, addition or condition which Blue Prism and

Bidco 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 date on

which the Court Order is made;

“Scheme Shareholders” holders of Scheme Shares;

“Scheme Shares” the Blue Prism Shares:

(a) in issue at the date of this document and which remain

in issue at the Scheme Record Time;

(b) (if any) issued after the date of this document but

before the Voting Record Time and which remain in

issue at the Scheme Record Time; and

(c) (if any) issued at or after the Voting Record Time but

at or before the Scheme Record Time, either on terms

that the holder thereof shall be bound by the Scheme

in respect of which the original or any subsequent

holders thereof are, or shall have agreed in writing to

be, bound by the Scheme and which remain in issue at

the Scheme Record Time,

in each case other than any Excluded Shares;

“Takeover Code” the City Code on Takeovers and Mergers;

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 CREST Regulations, may be

transferred by means of CREST;

“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 day which is two days before the date of

such adjourned meeting; and

“Wider Bidco Group” Bidco and its parent undertakings and its and such parent

undertakings’ subsidiary undertakings and associated

undertakings and any other body corporate partnership, joint

venture or person in which Bidco and all such undertakings

(aggregating their interests) have an interest of more than

20 per cent. of the voting or equity capital or the equivalent.

“parent undertaking” and

“subsidiary undertaking”

“uncertificated” or “in

uncertified form”

70

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

Where the context so admits or requires, the plural includes the singular and vice versa.

(B) The share capital of the Company as at the Latest Practicable Date was £970,250 divided into

97,024,956 Blue Prism Shares, all of which were credited as fully paid and none of which were held

in treasury.

(C) Options and awards to acquire up to 3,839,828 Blue Prism Shares have been granted pursuant to the

Blue Prism Share Plans are outstanding as at the Latest Practicable Date. It is anticipated that options

and awards over 636,230 Blue Prism Shares will vest and/or become exercisable (to the extent not

already vested and/or exercisable) if the Court sanctions this Scheme, excluding the exercise of

options or vesting of awards under the Blue Prism Share Plans that will come from Blue Prism Shares

held in the Blue Prism Employee Benefit Trust. In order to preserve their tax status, awards granted

under the French sub-plan to the Blue Prism Group plc Employee Share Plan, and which were granted

within the last two years, will vest on their normal vesting dates.

(D) As at the close of business on the Latest Practicable Date, no Blue Prism Shares were registered in

the name of or beneficially owned by Bidco or any other member of the Bidco Group.

(E) Bidco has, subject to the satisfaction or, where capable, waiver of the Conditions, agreed to appear by

Counsel at the Court Hearing to consent to this Scheme and to undertake to the Court to be bound

thereby and to execute and do, or procure to be executed and done, all such documents, acts or things

as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this

Scheme.

71

THE SCHEME

1. Transfer of the Scheme Shares

1.1 Subject to the terms of this Scheme, upon and with effect from the Effective Date, Bidco and/or its

nominee(s) as determined by Bidco shall acquire all of the Scheme Shares with full title guarantee,

fully paid and free from all liens, charges, equitable interests, security interests, encumbrances, rights

of pre-emption, options and any other rights and interests of any nature whatsoever and together with

all rights at the Effective Date and thereafter attaching thereto, including (without limitation) voting

rights and the right to receive and retain in full all dividends and other distributions (if any) declared

or made or any other return of capital or value (whether by reduction of capital or share premium or

otherwise) made, paid or payable on or after the Effective 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(s) to execute and deliver as transferor a form of transfer

of, or an instrument of transfer of, or give any instructions to transfer, or to procure the transfer by

means of CREST of, by deed or otherwise, any Scheme Shares and every form or 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 form, 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 form, instrument or

instruction of 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, with effect from the Effective Date each Scheme Shareholder

irrevocably appoints Bidco and/or its nominee(s) as its attorney or, failing that, as agent and/or

otherwise on its behalf (in place of and to the exclusion of the relevant Scheme Shareholder) to:

1.3.1 deal with or dispose of such Scheme Share (or any interest in such Scheme Share);

1.3.2 exercise any rights or privileges attached to its Scheme Shares (including but not limited to any

voting rights attached to its Scheme Shares or the right to requisition the convening of a general

meeting of the Company or of any class of its shareholders) and receive any distribution or

other benefit accruing or payable in respect of its Scheme Shares and the registered holder of

such Scheme Share shall exercise all rights attaching thereto in accordance with the directions

of Bidco but not otherwise;

1.3.3 sign on behalf of such Scheme Shareholder such documents, and do such things, as may in the

opinion of Bidco and/or any one or more of its directors or agents be necessary or desirable in

connection with the exercise of any votes or other rights or privileges attaching to the Scheme

Shares (including without limitation the authority to sign any consent to short notice of a

general or separate class meeting and on their behalf to execute a form of proxy in respect of

such shares appointing any person nominated by Bidco and/or any one or more of its directors

or agents to attend general and separate class meetings of the Company (or any adjournment

thereof) and to exercise or refrain from exercising the votes attaching to the Scheme Shares on

such Scheme Shareholder’s behalf); and

1.3.4 send to Bidco (and/or its nominee(s)) any notice, circular, warrant or other document or

communication which may be required to be sent to them as a member of the Company in

respect of its Scheme Shares (including any share certificate(s) or other documents(s) of title

issued as a result of conversion of its Scheme Shares into certificated form),

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

72

without the consent of Bidco and no Scheme Shareholder shall appoint a proxy or representative for

or to attend any general meeting or separate class meeting of the Company.

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 Scheme) pay or procure that there shall be paid to, or for the account of, each such

Scheme Shareholder (as appearing in the register of members of the Company at the Scheme Record

Time):

for each Scheme Share held by that holder at the Scheme Record Time

1,125 pence

2.2 If on or after Announcement Date and prior to the Effective Date, the Company declares, makes or

pays any dividend and/or other distribution and/or return of capital in respect of a Scheme Share,

Bidco will have the right to reduce the price per Scheme Share (due under the Cash Consideration)

by such amount payable by way of dividend and/or other distribution and/or return of capital per

Scheme Share. The exercise of such right shall not be regarded as constituting any revision or

variation of the terms of this Scheme.

2.3 If Bidco exercises the right referred to in clause 2.2 to reduce the price per Scheme Share payable by

Bidco due under the Cash Consideration by all or part of the amount of the dividend (or other

distribution or return of value):

2.3.1 the Scheme Shareholders (appearing on the register of members of the Company, at the

relevant record time as determined by the Company’s directors) shall be entitled to receive and

retain that dividend (or other distribution or return of value) in respect of the Scheme Shares

they hold;

2.3.2 any reference in this Scheme to the consideration payable under the Scheme shall be deemed

a reference to the price per Scheme Share as so reduced; and

2.3.3 the exercise of such rights shall not be regarded as constituting any revision or variation of the

terms of this Scheme.

2.4 To the extent that any such dividend and/or other distribution and/or other return of value is declared,

made or paid in respect of Scheme Shares and is: (i) transferred pursuant to the Acquisition on a basis

which entitles Bidco to receive and retain the dividend and/or other distribution and/or other return of

value; or (ii) cancelled, the Cash Consideration will not be subject to change in accordance with

clause 2.2 of this Scheme.

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, settlement of the Cash Consideration shall be effected as follows:

3.1.1 in the case of Scheme Shares which at the Scheme Record Time are in certificated form, Bidco

shall despatch, or procure the despatch, of cheques for the Cash Consideration payable to the

persons entitled thereto pursuant to clause 2.1 in accordance with the provisions of clause 3.2;

3.1.2 in the case of Scheme Shares which at the Scheme Record Time are in uncertificated form,

procure that Euroclear is instructed to create a CREST assured payment arrangements in

respect of the Cash Consideration payable to the persons entitled thereto pursuant to clause 2.1,

provided that Bidco reserves the right to make payment of such sums by cheque as set out in

clause 3.1.1 if, for reasons outside its reasonable control, it is not able to effect settlement

within the CREST system in accordance with this clause 3.1.2.

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

73

at their respective addresses as appearing in the register of members of the Company at the Scheme

Record Time (or, in the case of joint holders, at the address of the joint holder whose name stands first

in the register of members of the Company in respect of such joint holding at such time), and none of

Bidco, 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 or posted at the risk of the persons entitled thereto.

3.3 All cheques shall be in pounds sterling drawn on a UK clearing bank and payments 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).

In respect of payments made through CREST, Bidco shall ensure that an assured payment obligation

is credited in accordance with CREST assured payment arrangements. The encashment of any such

cheque or the creation of any such CREST assured payment obligation shall be a complete discharge

to Bidco of its obligation to pay the monies represented thereby.

3.4 In the case of any Scheme Shares issued or transferred under the Blue Prism Share Plans after the

Court Hearing and before the Scheme Record Time, Bidco may satisfy the consideration due to the

relevant Scheme Shareholders under clause 2 by the payment to the Company of the aggregate

consideration no later than 14 days after the Effective Date and the Company will procure that any

such sums paid to it are paid to the relevant Scheme Shareholders as soon as practicable and in any

event no later than 14 days after the Effective Date, such payment to be made after deduction of any

exercise price required to be paid under the terms of the Blue Prism Share Plans and any amounts

required to be paid by the relevant Scheme Shareholders’ employing company to any relevant tax

authority in respect of applicable income tax and social security contributions for which the relevant

Scheme Shareholders are liable arising on the receipt of such Scheme Shares by such Scheme

Shareholders under the Blue Prism Share Plans.

3.5 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.

3.6 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;

4.2 Euroclear shall be instructed to cancel or transfer the entitlements to Scheme Shares of Scheme

Shareholders in uncertificated form;

4.3 following cancellation of the entitlements to Scheme Shares of holders of Scheme Shares in

uncertificated form, the Company shall procure (if necessary) that such entitlements to Scheme

Shares are rematerialised; and

4.4 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 effected in accordance with clause 1.1 and

clause 1.2 of this Scheme.

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.

74

6. Effective Date

6.1 This Scheme shall become effective in accordance with its terms as soon as a copy of the Court Order

shall have been delivered to the Registrar of Companies.

6.2 Unless this Scheme shall have become Effective on or before the Long Stop Date, this Scheme shall

lapse and no part of this Scheme shall ever 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

8.1 This Scheme and any dispute or claim arising out of or in connection with it shall be governed by and

construed in accordance with the law of England and Wales. The rules of the Takeover Code will, so

far as they are appropriate, apply to this Scheme.

8.2 The courts of England shall have exclusive jurisdiction in relation to any dispute or claim arising out

of or in connection with this Scheme.

Dated: 22 October 2021

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PART 7

UNITED KINGDOM TAXATION

The following information is intended as a general guide only to certain UK tax consequences of disposing

of Scheme Shares and does not purport to be an exhaustive analysis of the tax consequences of the Scheme.

It is based on current UK tax legislation and published HM Revenue and Customs practice (which may not

be binding on HMRC) as at the date of this document, both of which are subject to change, possibly with

retrospective effect. It is intended only for Scheme Shareholders who are resident and, in the case of

individuals, domiciled solely in the United Kingdom for tax purposes and to whom split year treatment does

not apply, who hold Scheme Shares as investments (other than under pension arrangements or individual

savings account) and who are the absolute beneficial owners of their Scheme Shares. The comments do not

address the position of certain classes of shareholder such as dealers in securities, charities, trustees, persons

who have or could be treated for tax purposes as having acquired their Scheme Shares as carried interest,

collective investment schemes, persons subject to UK tax on the remittance basis, insurance companies,

persons who have (or are deemed to have) acquired their Scheme Shares by virtue of an office or

employment or persons who are or will be officers or employees of a group forming part of the Blue Prism

Group or the Bidco Group. The comments do not apply to persons who directly or indirectly hold or control

5 per cent. or more of the Company’s share capital (or class thereof), voting power or profits.

This Part is not intended, and shall not be construed to be, legal or taxation advice to any particular Scheme

Shareholder. Any Scheme Shareholder who is in any doubt as to their tax position, or who is resident or

otherwise subject to tax in a jurisdiction other than the United Kingdom, should consult their own

professional adviser immediately.

1. UK Taxation of Chargeable Gains

General

UK tax resident Scheme Shareholders will be treated, for the purposes of UK taxation of chargeable of gains,

as disposing of their Scheme Shares as a result of the Acquisition which may, depending on the Scheme

Shareholder’s individual circumstances (including the availability of exemptions, reliefs or allowable

losses), give rise to a liability to UK tax on chargeable gains or, alternatively, an allowable capital loss.

Any chargeable gain (or allowable loss) will generally be calculated by reference to the consideration

received for the disposal of the Scheme Shares less the allowable cost to the Scheme Shareholder of

acquiring such Scheme Shares.

Individual Scheme Shareholders

Subject to any available exemption, relief or allowance, gains arising on a disposal of Scheme Shares by UK

tax resident individual Scheme Shareholders will be subject to capital gains tax (CGT) at the rate of 10 per

cent. except to the extent that the gain, when it is added to the Scheme Shareholder’s other taxable income

and gains in the relevant tax year, exceeds the upper limit of the income tax basic rate band (£50,270 for the

2021/22 tax year), in which case it will be taxed at the rate of 20 per cent. The CGT annual exemption

(£12,300 for the 2021/22 tax year) may be available to offset against any chargeable gains realised on the

disposal of Scheme Shares.

Individual Scheme Shareholders who dispose of Scheme Shares during a period of temporary non-residence

may be liable on their return to the United Kingdom to UK taxation on any capital gain realised (subject to

any available exemption, relief or allowance).

Corporate Scheme Shareholders

Subject to any available exemption, relief or allowance, gains arising on a disposal of Scheme Shares by a

Scheme Shareholder within the charge to UK corporation tax will be taxed at the rate of corporation tax

applicable to that Scheme Shareholder.

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2. Stamp Duty and Stamp Duty Reserve Tax

No UK stamp duty or stamp duty reserve tax should be payable by Scheme Shareholders as a result of the

transfer of their Scheme Shares under the Acquisition.

77

PART 8

BLUE PRISM PROFIT FORECAST

The following statement included in paragraph 6 of Part 2 of this document constitutes an ordinary course

profit forecast for the purposes of Rule 28.1(a) and Note 2(b) on Rule 28.1 of the Code (together, the “Blue

Prism Profit Forecast”):

Set out below is the basis of preparation in respect of the Blue Prism Profit Forecast, together with the

assumptions on which it is based.

“Blue Prism expects to report revenue of around £167 million for the financial year ending October 31, 2021

based on prevailing foreign exchange (“FX”) rates and annualized recurring revenue (“ARR”) of

£169 million as at 31 July 2021, representing c.22 per cent. Year-on-year revenue growth on a constant

currency basis. This level of revenue is below the lower end of the previously guided range. FX is estimated

to have negatively impacted revenues by c.£5 million on a year-on-year constant currency basis.

Blue Prism now expects an EBITDA loss for the year of c.£14 – 19 million due to strict management of cost,

continued lower-than-expected travel and entertainment expenses due to COVID-related restrictions, lower

than expected levels of people-related costs primarily as a result of hiring delays, lower programme costs in

Marketing as events were cancelled or moved virtual. This level of EBITDA is better than was previously

guided.

Blue Prism has continued to win new business (both new logos and upsell) and renew existing contracts as

they have come up for renewal in Q3. However, Blue Prism has not yet seen a re-acceleration of net new

total contract value (“Net New TCV”) bookings growth with the performance in Q3 broadly in line with the

Q2 performance.”

Basis of preparation

The Blue Prism Profit Forecast has been prepared on a basis consistent with the Blue Prism Group’s

accounting policies used in Blue Prism’s audited financial statements for the period ended 31 October 2020

and in accordance with International Financial Reporting Standards.

The Blue Prism Profit Forecast excludes any transaction costs applicable to the Acquisition or any other

associated accounting impacts as a direct result of the Acquisition.

Assumptions

The Blue Prism Profit Forecast is based on the assumptions listed below:

Factors outside the influence or control of the Blue Prism Directors

• There will be no material changes to existing prevailing macroeconomic or political conditions in the

markets and regions in which the Blue Prism Group operates.

• There will be no material changes to the conditions of the markets and regions in which the Blue

Prism Group operates or in relation to customer demand or the behaviour of competitors in those

markets and regions.

• The interest, inflation and tax rates in the markets and regions in which the Blue Prism Group operates

will remain materially unchanged from the prevailing rates.

• There will be no material adverse events that will have a significant impact on the Blue Prism Group’s

financial performance.

• There will be no material adverse events that will have a significant impact on the timing and market

acceptance of new product releases and upgrades by the Blue Prism Group.

78

• There will be no business disruptions that materially affect the Blue Prism Group or its key customers,

including natural disasters, acts of terrorism, cyberattack and/or technological issues or supply chain

disruptions.

• There will be no material changes to the foreign exchange rates that will have a significant impact on

the Blue Prism Group’s revenue or cost base.

• There will be no material changes in legislation or regulatory requirements impacting on the Blue

Prism Group’s operations or on its accounting policies.

• There will be no material litigation in relation to any of the Blue Prism Group’s operations.

• The Acquisition will not result in any material changes to the Blue Prism Group’s obligations to

customers.

• The Acquisition will not have any material impact on the Blue Prism Group’s ability to negotiate new

business.

• There will be no unexpected technical or network issues with products or processes.

Factors within the influence and control of the Blue Prism Directors

• There will be no material change to the present management of the Blue Prism Group.

• There will be no material change in the operational strategy of the Blue Prism Group.

• There will be no material adverse change in the Blue Prism Group’s ability to maintain customer and

partner relationships.

• There will be no material acquisitions or disposals.

• There will be no material strategic investments over and above those currently planned.

• There will be no material change in the dividend or capital policies of the Blue Prism Group.

Blue Prism Directors’ confirmation

With the consent of Bidco, the Panel has granted a dispensation from the Code requirement for Blue Prism’s

reporting accountants and financial advisers to prepare reports in respect of the Blue Prism Profit Forecast.

The Blue Prism Directors have considered the Blue Prism Profit Forecast and confirm that it is valid as at

the date of this document, and has been properly compiled on the basis of the assumptions set out in this

Part 8 of this document and has been prepared on a basis consistent with Blue Prism Group’s accounting

policies used in Blue Prism’s audited financial statements for the period ended 31 October 2020 and in

accordance with International Financial Reporting Standards.

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PART 9

DEFINITIONS

The following definitions apply throughout this document, other than in Part 6 of this document and the

notices of the Meetings, unless the context requires otherwise:

“2020 Blue Prism Annual Report” the annual report and audited accounts of the Blue Prism Group for

the year ended 31 October 2020;

the announcement of the unaudited results of the Blue Prism Group

for the six month period ended 30 April 2021;

“Acquisition” the acquisition by Bidco of the entire issued, and to be issued,

ordinary share capital of Blue Prism not already owned or

controlled by the Bidco Group, to be implemented by means of the

Scheme, or should Bidco so elect in accordance with the terms of

the Co-operation Agreement with the consent of the Panel, by

means of a Takeover Offer, and where the context admits, any

subsequent revision, variation, extension or renewal thereof;

“Acquisition Price” 1,125 pence per Blue Prism Share;

“AIM” the AIM market operated by the London Stock Exchange;

“AIM Rules” the ‘AIM Rules for Companies’ issued by the London Stock

Exchange from time to time;

“Announcement” the joint announcement of the Acquisition by Bidco and Blue Prism

under Rule 2.7 of the Takeover Code, released on the

Announcement Date;

“Announcement Date” 28 September 2021;

“ARR” the amount of recurring software licence and support and

maintenance revenue recognised in the Group’s profit and loss

account in the last month of the reporting period, adjusted to reflect

the full impact of work won during the month, and annualised;

“Authorisations” authorisations, orders, grants, recognitions, determinations,

certificates, confirmations, consents, licences, clearances,

provisions, permissions and approvals;

“Bidco” Bali Bidco Limited, a company incorporated in England and Wales

with company number 13627709;

the board of directors of Bidco, comprising the Bidco Directors;

“Bidco Directors” means the directors of Bidco whose names are set out in

paragraph 2.2 of Part 5 of this document;

”Bidco Group” Bidco and its parent undertakings and its and such parent

undertakings’ subsidiary undertakings;

“Blue Prism” or “Company” Blue Prism Group plc, a public limited company incorporated in

England and Wales with company number 09759493;

“Blue Prism Articles” the articles of association of Blue Prism, as amended from time to

time;

“2021 Blue Prism Interim Results

Announcement”

“Bidco Board” or the “Board of

Bidco”

80

the board of directors of Blue Prism, comprising the Blue Prism

Directors;

“Blue Prism Co-Founders” Alastair Bathgate and David Moss, co-founders of Blue Prism;

“Blue Prism Directors” the directors of Blue Prism whose names are set out in


the employee benefit trust known as the Blue Prism Group plc

Employee Benefit Trust;

“Blue Prism Group” Blue Prism and its subsidiary undertakings and, where the context

permits, each of them;

“Blue Prism Profit Forecast” has the meaning given in Part 8 of this document;

“Blue Prism Share(s)” the existing unconditionally allotted or issued and fully paid

ordinary shares of one penny each in the capital of Blue Prism and

any further such ordinary shares which are unconditionally allotted

or issued before the Scheme becomes Effective;

“Blue Prism Share Plans” the Blue Prism Group plc Employee Share Plan, the Blue Prism

Group plc Non-Employee Share Plan, the Blue Prism Group plc

Company Share Option Plan, the Blue Prism Group plc Share

Incentive Plan, and the Blue Prism Group plc Employee Share

Purchase Plan;

“Blue Prism Shareholders” the registered holders of Blue Prism Shares from time to time;

“BofA Securities” Merrill Lynch International;

“Business Day” a day, not being a public holiday, Saturday or Sunday, on which

clearing banks in London are open for normal business;

“Cash Consideration” the cash amount of 1,125 pence payable by Bidco under the

Acquisition in respect of each Scheme Share, as may be adjusted in

accordance with the terms of the Acquisition as set out in this

document;

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

“Clean Team Protocol” the clean team protocol between VEPM and Blue Prism dated

23 September 2021;

“Closing Price” the closing middle market price of a Blue Prism Share as derived

from the Daily Official List on any particular date;

“Combined Group” the TIBCO Group and Blue Prism Group, collectively;

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

a UK statutory body established under the Enterprise and

Regulatory Reform Act 2013;

“Completion” the Acquisition becoming Effective;

“Conditions” the conditions to the Acquisition and the Scheme, as set out in

Part A of Part 3 of this document;

“Confidentiality Agreement” the confidentiality agreement between VEPM and Blue Prism dated

8 June 2021 (as amended on 27 September 2021);

“Blue Prism Board” or “Board of

Blue Prism”

“certificated” or “in certificated

form”

“Competition and Markets

Authority”

“Blue Prism Employee Benefit

Trust”

81

the confidentiality and joint defence agreement between VEPM,

Simpson Thacher & Bartlett LLP, Blue Prism and CMS Cameron

McKenna Nabarro Olswang LLP dated 23 September 2021;

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;

“Co-operation Agreement” the co-operation agreement between Bidco and Blue Prism dated

28 September 2021;

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

“Court Hearing” the hearing by the Court of the application to sanction the Scheme;

“Court Meeting” the meeting of the Scheme Shareholders convened by order of the

Court pursuant to section 896 of the Companies Act, for the purpose

of approving the Scheme, including any adjournment thereof,

notice of which is set out in Part 10 of this document, for the

purpose of considering and, if thought fit, approving the Scheme

(with or without amendment);

“Court Order” the order of the Court sanctioning the Scheme under section 899 of

the Companies Act;

“CREST” the computerised settlement system (as defined in the CREST

Regulations) operated by Euroclear which facilitates the transfer of

title to shares in uncertificated 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;

“Crest Regulations” the Uncertificated Securities Regulations 2001 (SI 2001/3755);

“Daily Official List” the daily official list of the London Stock Exchange;

“Dealing Disclosure” an announcement pursuant to Rule 8 of the Takeover Code

containing details of dealings in the relevant securities of a party to

an offer;

“Disclosed” the information disclosed by or on behalf of Blue Prism: (i) in the

2020 Blue Prism Annual Report or the 2021 Blue Prism Interim

Results Announcement; (ii) in the Announcement; (iii) in any other

announcement to a Regulatory Information Service before the

Announcement Date; (iv) fairly disclosed in writing (including via

the virtual data room operated by or on behalf of Blue Prism in

respect of the Acquisition or via e-mail) before the Announcement

Date to Bidco or Bidco’s advisers (in their capacity as such); or

“Confidentiality and Joint Defence

Agreement”

“connected person” or “persons

connected”

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(v) disclosed before the Announcement Date during any

management presentation in connection with the Acquisition

attended by Blue Prism on the one hand and any of Bidco, Vista or

their respective officers, employees, agents or advisers (in their

capacity as such);

the disclosure guidance and transparency rules made by the FCA

pursuant to section 73A of FSMA;

“EBITDA” loss for the period adjusted for interest, taxation, depreciation and

amortisation, excluding share based payments and exceptionals;

“Effective” in the context of the Acquisition:

(a) if the Acquisition is implemented by way of a Scheme, the

Scheme having become effective in accordance with its

terms, upon the delivery of the Court Order to the Registrar

of Companies;

(b) if the Acquisition is implemented by way of a Takeover

Offer, the Takeover Offer having been declared or becoming

unconditional in all respects in accordance with the

requirements of the Takeover Code;

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

“Euroclear” Euroclear UK & International Limited a company incorporated in

England and Wales with registered number 02878738;

“Excluded Shares” any Blue Prism Shares (i) legally or beneficially owned by any

member of the Wider Bidco Group and (ii) held in treasury;

Financial Conduct Authority of the UK or its successor from time

to time;

“FCA Handbook” the FCA’s Handbook of rules and guidance as amended from time

to time;

“Finco” Bali Finco Inc., a Delaware corporation;

“First Lien Credit Agreement” the senior secured first lien term loan credit agreement dated

27 September 2021 between Finco as Initial Borrower, Nomura

Corporate Funding Americas, LLC, Jefferies Finance LLC and

Macquarie Capital Funding LLC as initial Lenders and Nomura

Corporate Funding Americas, LLC as Administrative Agent and

Collateral Agent, with Nomura Securities International, Inc.,

Jefferies Finance LLC, KKR Capital Markets LLC, Macquarie

Capital (USA) Inc. and Oak Hill Advisors, L.P. as Joint Lead

Arrangers and Joint Bookrunners (each as defined therein);

“Forms of Proxy” the BLUE form of proxy for use by Scheme Shareholders in

connection with the Court Meeting and the WHITE Form of proxy

for use by Blue Prism 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 of Blue Prism convened in connection with the

Scheme, including any adjournment thereof, notice of which is set

out in Part 11 of this document, to be held immediately following

the Court Meeting;

“Disclosure Guidance and

Transparency Rules”

“FCA” or “Financial Conduct

Authority”

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“Goldman Sachs” Goldman Sachs International;

“HM Government” government of the United Kingdom of Great Britain and Northern

Ireland;

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

transmission;

“Investec Bank” Investec Bank plc;

“Jupiter Funds” Quilter Investors UK Equity 1 Fund, managed by Jupiter

Investment Management Limited on behalf of Quilter Investors,

Jupiter UK Specialist Equity Fund, a sub-fund of Jupiter Asset

Management Series plc, Jupiter UK Mid Cap Fund, a sub-fund of

Jupiter Investment Management Series I, Worldwide Transactions

Fund, managed by Jupiter Investment Management Limited on

behalf of Worldwide Transactions Limited, Jupiter UK Smaller

Companies Focus Fund, a sub-fund of Jupiter Asset Management

Series plc, Jupiter UK Smaller Companies Fund, a sub-fund of

Jupiter Investment Management Series I, BDLPHUKE, managed

by Jupiter Investment Management Limited on behalf of Brewin

Dolphin;

“Latest Practicable Date” 20 October 2021, being the latest practicable date prior to the

publication of this document;

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

“London Stock Exchange” London Stock Exchange plc;

“Long Stop Date” 28 March 2022 or such later date as may be agreed between Bidco

and Blue Prism and, if required, the Panel and the Court may allow

(if such approval(s) are required);

“Market Abuse Regulation” the Market Abuse Regulation (EU) (596/2014) (as it forms part of

the laws of the UK by virtue of the European Union (Withdrawal)

Act 2018 (as amended));

“Meetings” together, the General Meeting and the Court Meeting and each one

a “Meeting”;

“Net New TCV” the total contract value contracted during the period, excluding

renewals;

“Nomura Securities International” Nomura Securities International, Inc.;

“Offer Period” the offer period (as defined by the Takeover Code) relating to Blue

Prism which commenced on 31 August 2021;

“Opening Position Disclosure” an announcement containing details of interests or short positions

in, or rights to subscribe for, any relevant securities of a party to the

offer if the person concerned has such a position, as defined in

Rule 8 of the Takeover Code;

“Overseas Shareholders” holders of Scheme Shares who are resident in, ordinarily resident

in, or citizens of, jurisdictions outside the UK;

“Panel” the UK Panel on Takeovers and Mergers;

“Qatalyst Partners” Qatalyst Partners Limited;

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

84

“Regulatory Information Service” a regulatory information service as defined in the FCA Handbook;

“relevant securities” as the context requires, Blue Prism Shares, other Blue Prism share

capital and any securities convertible into or exchangeable for, and

rights to subscribe for, any of the foregoing;

“Restricted Jurisdiction” any jurisdiction where the relevant action would constitute a

violation of the relevant laws and regulations of such jurisdiction or

would result in a requirement to comply with any governmental or

other consent or any registration, filing or other formality which

Bidco or Blue Prism regards as unduly onerous;

“RPA” robotic process automation;

“Scheme” the scheme of arrangement under Part 26 of the Companies Act to

effect the Acquisition, the full terms of which are set out in Part 6

of this document, with or subject to any modification, addition or

condition which Blue Prism and Bidco may agree and, if required,

the Court may approve or impose;

“Scheme Document” the circular dated 22 October 2021 sent by Blue Prism to the holders

of Blue Prism Shares, persons with information rights and

participants in the Blue Prism Share Plan;

“Scheme Record Time” 6.00 p.m. on the Business Day immediately after the date on which

the Court Order is made;

“Scheme Shareholders” holders of Scheme Shares;

“Scheme Shares” the Blue Prism Shares:

(a) in issue at the date of this document and which remain in

issue at the Scheme Record Time;

(b) (if any) issued after the date of this document but before the

Voting Record Time and which remain in issue at the Scheme

Record Time; and

(c) (if any) issued at or after the Voting Record Time but at or

before the Scheme Record Time, either on terms that the

holder thereof shall be bound by the Scheme in respect of

which the original or any subsequent holders thereof are, or

shall have agreed in writing to be, bound by the Scheme and

which remain in issue at the Scheme Record Time,

in each case other than any Excluded Shares;

“SEC” the United States Securities and Exchange Commission;

“Special Resolution” the special resolution to be proposed at the General Meeting in

connection with authorising the Blue Prism Directors to take all

required action in relation to the Scheme, amending Blue Prism’s

articles of association, re-registering Blue Prism as a private limited

company and such other matters as may be necessary to implement

the Scheme, as set out in the notice of the General Meeting set out

in Part 11 of this document;

“Takeover Code” the City Code on Takeovers and Mergers;

“TIBCO” TIBCO Software Inc., a company incorporated in Delaware, United

States;

“TIBCO Directors” means the directors of TIBCO whose names are set out in


85

“TIBCO Group” TIBCO and its subsidiary undertakings;

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

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

CREST Regulations, may be transferred by means of CREST;

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;

“US Exchange Act” the US Securities Exchange Act of 1934;

“VAT” value added tax as provided for in the Value Added Tax Act 1994

and any other tax of a similar nature;

“VEPM” Vista Equity Partners Management, LLC;

“Vista” Vista Equity Partners;

“Vista Funds” collectively, Vista Equity Partners Fund V, L.P., Vista Equity

Partners Fund V Executive, L.P., Vista Equity Partners Fund V-A,

L.P., Vista Equity Partners Fund V-B, L.P., VEPF V FAF, L.P., Vista

Equity Associates V, LLC, and certain other funds managed or

controlled by Vista;

“Vista Responsible Persons” the persons whose names are set out in paragraph 2.4 of Part 5 of

this document;

“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 day

which is two days before the date of such adjourned Meeting not

including any part of the day that is not a working day;

“Wider Blue Prism Group” Blue Prism and its subsidiaries, subsidiary undertakings, associated

undertakings and any other body corporate, partnership, joint venture

or person in which Blue Prism and such undertakings (aggregating

their interests) have an interest of more than 20 per cent. of the voting

or equity capital or the equivalent (excluding, for the avoidance of

doubt, Bidco and all of its associated undertakings which are not

members of the Blue Prism Group); and

“Wider Bidco Group” Bidco and its parent undertakings and its and such parent

undertakings’ subsidiary undertakings and associated undertakings

and any other body corporate partnership, joint venture or person in

which Bidco and all such undertakings (aggregating their interests)

have an interest of more than 20 per cent. of the voting or equity

capital or the equivalent.

For the purposes of this document, “associated undertaking”, “parent undertaking”, “subsidiary”,

“subsidiary undertaking” and “undertaking” have the respective meanings given thereto by the

Companies Act.

All references to “GBP”, “pence”, “Sterling”, “Pounds sterling”, “p” or “£” are to the lawful currency

of the United Kingdom.

All references to statutory provision or law or to any order or regulation shall be construed as a reference to that

provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all

statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

Reference to the singular includes the plural and vice versa.

“uncertificated” or “in uncertified

form”

“US” or “United States of

America” or “United States” or

“USA”

86

PART 10

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE CR-2021-001795

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

COMPANIES COURT (CHD)

INSOLVENCY AND COMPANIES COURT

JUDGE MULLEN

IN THE MATTER OF BLUE PRISM GROUP PLC

– and –

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that by an Order dated 15 October 2021 made in the above matters the Court

has given permission for a meeting to be convened of the holders of the Scheme Shares as at the Voting

Record Time (each 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 pursuant

to Part 26 of the Companies Act 2006 proposed to be made between Blue Prism Group plc (the “Company”)

and the holders of the Scheme Shares, and that such meeting shall be held at the offices of CMS Cameron

McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF on 19 November

2021 at 4.00 p.m., 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 pursuant to Part 26 of the Companies Act 2006 dated 22 October 2021,

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 BLUE form of proxy for use at the meeting is enclosed with

this notice. Completion of the BLUE form of proxy shall not prevent a holder of Scheme Shares from

attending and voting at the meeting.



implement further measures relating to the holding of shareholder meetings. As such, while Scheme

Shareholders will be permitted to attend the Court Meeting in person if they are entitled to and wish

to do so (subject to any applicable COVID-19 restrictions then in force), Scheme Shareholders are

87

nevertheless encouraged to appoint “the Chairman of the meeting” as their proxy for the Court

Meeting. Any changes to the arrangements for the Court Meeting will be communicated to Scheme

Shareholders before the Court Meeting, including through Blue Prism’s website

https://investors.blueprism.com and by announcement through a Regulatory Information Service.

Scheme Shareholders should continue to monitor Blue Prism’s website and exchange news services for

any updates.

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

17 November 2021 or, if the meeting is adjourned, on the day which is two days before the date of such

adjourned meeting in each case excluding any part of the day that is not a Business Day (the “Voting Record

Time”). 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 Jason Kingdon or, failing him, Chris Batterham or, failing him,

Ijoma Maluza, or failing him, any other director of the Company, 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.

CMS Cameron McKenna Nabarro Olswang LLP

Solicitors for the Company

Dated: 22 October 2021

Further notes:


Whilst COVID-19 restrictions have been lifted as at the date of this document, the COVID-19 situation is constantly evolving and the

HM Government may change current restrictions or implement further measures relating to the holding of shareholder meetings. As

such, while Scheme Shareholders will be permitted to attend the Court Meeting in person if they are entitled to and wish to do so

(subject to any applicable COVID-19 restrictions then in force), Scheme Shareholders are nevertheless encouraged to appoint “the

Chairman of the meeting” as their proxy for the Court Meeting. Any changes to the arrangements for the Court Meeting will be

communicated to Scheme Shareholders before the meeting, including through Blue Prism’s website https://investors.blueprism.com

and by announcement through a Regulatory Information Service. Scheme Shareholders should continue to monitor Blue Prism’s

website and exchange news services for any updates.

(1) A BLUE form of proxy is enclosed with this notice. Instructions for use are shown on the form. Completing and returning a

BLUE form of proxy will not prevent you from attending and voting at the meeting (or any adjournment of the meeting) in

person, should you subsequently decide to do so.

(2) BLUE 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 at the offices of Link Group of 10th Floor, Central Square,

29 Wellington Street, Leeds, LS1 4DL, United Kingdom not less than 48 hours before the time of the meeting (in other words,

by 4.00 p.m. on 17 November 2021) or, as the case may be, the adjourned meeting. Non-working days shall not be taken into

account for the purposes of calculating the deadline for returning forms for any adjourned meeting. A reply-paid envelope has

been provided for this purpose for use in the United Kingdom only. If this BLUE form of proxy is not returned to Link Group

by 4.00 p.m. on 17 November 2021, it may be presented in person to the Chairman of the Court Meeting or the relevant

representative of Link Group at the Court Meeting, before the commencement of the Court Meeting.

(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 BLUE form of proxy, fill in each copy in respect of different

shares and send the multiple forms together to: Link Group of 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL,

United Kingdom, or alternatively (b) contact Link Group using the contact information set out in paragraph 20 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 BLUE 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

a proxy which does state the number of shares to which it applies (a “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).

88

(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) BLUE forms of proxy returned by fax will not be accepted.

(12) If you appoint a proxy or proxies and then decide to attend the meeting and vote, then your vote at the meeting will override the

proxy vote(s). If your vote at the meeting 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 that all proxies are to be disregarded, that shall

be the case; but if you do not specifically revoke proxies either (i) by notice to the address specified for receipt of the form of

proxy not less than 24 hours before the commencement of the meeting or (ii) by email to [email protected]

at any time before the start of the meeting, then your electronic vote 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 by notice to the address specified for

receipt of the form of proxy not less than 24 hours before the commencement of the meeting, 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) 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 & International 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 Group (CREST Participant ID RA10) at least

48 hours prior to the meeting (excluding non-working days). 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 Group 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.

(16) CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear UK &

International 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


(17) You may appoint a proxy electronically by logging on to the website of the Registrar at www.signalshares.com. If you have not

yet registered, select “Register an Account” then enter your surname, Investor Code, Postcode and an email address. Create a

password and click “Register” to proceed. You will be able to vote immediately by selecting “Proxy Voting” from the menu. Full

details of the procedure for appointing a proxy electronically are on the website. Further information is also included on the

BLUE Form of Proxy. 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 Group no later than 48 hours before the time and date set for the meeting

(excluding non-working days).

(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.

89

(19) A shareholder which is a company (a corporation) and which wishes to be represented virtually 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 BLUE form of proxy please contact Link Group by email at

[email protected] or please ring Link Group on the helpline on +44 (0) 371 664 0321. Calls are charged at

the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable

international rate. The helpline will be open between 9.00 a.m. and 5.30 p.m. Monday to Friday excluding public holidays in

England and Wales. Link Group 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) Voting on the resolution at this meeting will be conducted on a poll rather than a show of hands.

90

PART 11

NOTICE OF GENERAL MEETING

BLUE PRISM GROUP PLC

(Incorporated in England and Wales with registered number 09759493)

NOTICE IS HEREBY GIVEN that a general meeting of Blue Prism Group plc (the “Company”) shall be

held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street,

London EC4N 6AF on 19 November 2021 at 4.15 p.m. (or as soon thereafter as the Court Meeting of the

Company’s shareholders convened to be held on that day 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.



implement further measures relating to the holding of shareholder meetings. As such, while Blue

Prism Shareholders will be permitted to attend the General Meeting in person if they are entitled to

and wish to do so (subject to any applicable COVID-19 restrictions then in force), Blue Prism

Shareholders are nevertheless encouraged to appoint “the Chairman of the meeting” as their proxy

for the General Meeting. Any changes to the arrangements for the General Meeting will be

communicated to Blue Prism Shareholders before the General Meeting, including through Blue

Prism’s website https://investors.blueprism.com and by announcement through a Regulatory

Information Service. Blue Prism Shareholders should continue to monitor Blue Prism’s website and

exchange news services for any updates.

SPECIAL RESOLUTION

THAT:

(a) for the purpose of giving effect to the scheme of arrangement dated 22 October 2021 (the “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 meeting, 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;

(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 154:

“154 Scheme of Arrangement

154.1 In article 154, references to the “Scheme” are to the scheme of arrangement dated 22 October

2021, between the Company and the holders of its Scheme Shares (each as defined in the

Scheme) under section 899 of the Companies Act 2006 in its original form or with or subject

to any modification, addition or condition approved or imposed by the Court and/or agreed by

the Company and Bali Bidco Limited (“Bidco”) and (save as defined in this article)

expressions defined in the Scheme shall have the same meanings in this article.

154.2 Notwithstanding any other provision of these articles, if the Company issues any shares (other

than to Bidco or its nominee(s)) after the adoption of this article and before the Scheme Record

Time (as defined in the Scheme), such shares shall be issued subject to the terms of the Scheme

and shall be Scheme Shares for the purposes thereof and the new member, and any subsequent

holder of such shares (other than Bidco and/or its nominee or nominees), shall be bound by the

Scheme accordingly.

91

154.3 Subject to the Scheme becoming Effective (as defined in the Scheme) and subject to article 154.4,

if any shares are issued to any person (other than under the Scheme or to Bidco or its nominee(s))

(a “New Member”) on or after the Scheme Record Time (as defined in the Scheme) (the

“Transfer Shares”), they shall on the Effective Date, or if later, on issue, be immediately

transferred to Bidco (the “Purchaser”) (or as it may direct) free from Encumbrances in

consideration of the payment to the New Member of an amount in cash for each Transfer Share

equal to the cash consideration per Scheme Share payable pursuant to the Scheme. For these

purposes “Encumbrances” means all liens, equities, charges, encumbrances, options, rights of

pre-emption and any other third party rights and interests of any nature whatsoever.

154.4 On any reorganisation of, or material alteration to, the share capital of the Company (including,

without limitation, any subdivision and/or consolidation), the value of the consideration per

Transfer Share to be paid under article 154.3 shall be adjusted by the directors of the Company

in such manner as the Company’s auditors may determine to be appropriate to reflect such

reorganisation or alteration. References in this article to shares shall, following such

adjustment, be construed accordingly.

154.5 To give effect to any transfer required by article 154.3, the Company may appoint any person

as attorney for the New Member (or any subsequent holder or any nominee of such New

Member or any such subsequent holder) to transfer the Transfer Shares to the Purchaser 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 Transfer Shares in the

Purchaser or its nominee(s) and pending such vesting to exercise all such rights attaching to the

Transfer Shares as the Purchaser may direct. If an attorney is so appointed, the New Member

(or any subsequent holder or any nominee of such New Member or any such subsequent

holder) shall not thereafter (except to the extent that the attorney fails to act in accordance with

the directions of the Purchaser) be entitled to exercise any rights attaching to the Transfer

Shares unless so agreed by the Purchaser. The attorney shall be empowered to execute and

deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member

(or any subsequent holder or any nominee of such New Member or any such subsequent

holder) in favour of the Purchaser or its nominee(s) and the Company may give a good receipt

for the purchase price of the Transfer Shares and may register the Purchaser or its nominee(s)

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 (or any subsequent holder or any nominee of such New

Member or any such subsequent holder) for the Transfer Shares. The Purchaser shall send a

cheque drawn on a UK clearing bank in favour of the New Member (or the relevant transferee

or nominee) for the purchase price of each Transfer Share within 14 days of the time on which

such Transfer Shares are issued to the New Member. The payment of such consideration shall

constitute a complete discharge to Bidco and the Company in respect of their obligations.

154.6 If the Scheme shall not have become effective by the date referred to in clause 6.2 of the

Scheme, this article shall cease to be of effect.

154.7 Notwithstanding any other provision of these articles, neither the Company nor the directors of the

Company shall register the transfer of any Scheme Shares effected between the Scheme Record

Time and the Effective Date other than to Bidco and/or its nominee(s) pursuant to the Scheme.”;

and

(c) subject to and conditional upon the Scheme becoming Effective, pursuant to the provisions of the

Companies Act: (i) the Company be re-registered as a private limited company under the name of

“Blue Prism Group Limited”; and (ii) the articles of association of the Company be amended as

follows: (a) references to “Blue Prism Group plc” as the name of the Company be amended to “Blue

Prism Group Limited”; and (b) the statement that the Company is a public company limited by shares

be amended to state that the Company is a private company limited by shares, each with effect from

the date that the re-registration of the Company is approved by the Registrar of Companies.

92

By order of the Blue Prism Directors

Registered office

John Warrick 2 Cinnamon Park Crab Lane, Fearnhead,

Company Secretary Warrington, England, WA2 0XP

22 October 2021

Notes:


Whilst COVID-19 restrictions have been lifted as at the date of this document, the COVID-19 situation is constantly evolving and the

HM Government may change current restrictions or implement further measures relating to the holding of shareholder meetings. As

such, while Scheme Shareholders and Blue Prism Shareholders will be permitted to attend the Court Meeting and/or General Meeting

in person if they are entitled to and wish to do so (subject to any applicable COVID-19 restrictions then in force), Blue Prism

Shareholders and Scheme Shareholders are nevertheless encouraged to appoint “the Chairman of the meeting” as their proxy for the

General Meeting and the Court Meeting, respectively. Any changes to the arrangements for the Court Meeting and the General

Meeting will be communicated to Scheme Shareholders and Blue Prism Shareholders before the Meetings, including through Blue

Prism’s website https://investors.blueprism.com and by announcement through a Regulatory Information Service. Blue Prism

Shareholders should continue to monitor Blue Prism’s website and exchange news services for any updates.

(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 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 you from attending and voting at the meeting (or any adjournment of the meeting) in person,

should you subsequently decide to do so.

(3) To be valid, a WHITE 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 Group of 10th Floor,

Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom not less than 48 hours before the time of the meeting

(in other words, by 4.15 p.m. on 17 November 2021) or, as the case may be, the adjourned meeting. Non-working days shall not

be taken into account for the purposes of calculating the deadline for returning forms for any adjourned meeting. A reply-paid

envelope has been provided for this purpose for use in the United Kingdom only. WHITE forms of proxy returned by fax will

not be accepted.

(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 WHITE form of proxy, fill in each copy in respect of different

shares and send the multiple forms together to Link Group of 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL,

United Kingdom, or alternatively (b) contact Link Group using the contact information set out 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 WHITE 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

WHITE form of proxy which does state the number of shares to which it applies (a “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.

(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.

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(12) If you appoint a proxy or proxies and then decide to attend the meeting and vote, then your vote at the meeting will override the

proxy vote(s). If your vote at the meeting 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 that all proxies are to be disregarded, that shall

be the case; but if you do not specifically revoke proxies either (i) by notice to the address specified for receipt of the form of

proxy not less than 24 hours before the commencement of the meeting or (ii) by email to [email protected]

at any time before the start of the meeting, then your electronic vote 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 17 November 2021 or, if the meeting is

adjourned, on the day which is two days before the date of such adjourned meeting in each case excluding any part of the day

that is not a Business Day (the “Voting Record Time”). 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 & International 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 Group (CREST Participant ID RA10) at least

48 hours prior to the meeting (excluding non-working days). 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 Group 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 &

International 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


(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) You may appoint a proxy electronically by logging on to the website of the Registrar at www.signalshares.com. If you have not

yet registered, select “Register an Account” then enter your surname, Investor Code, Postcode and an email address. Create a

password and click “Register” to proceed. You will be able to vote immediately by selecting “Proxy Voting” from the menu. Full

details of the procedure for appointing a proxy electronically are on the website. Further information is also included on the

WHITE Form of Proxy. 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 Group no later than 48 hours before the time and date set for the

meeting (excluding non-working days).

(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) If you are in any doubt about completing the WHITE form of proxy please contact Link Group by email at

[email protected] or please ring Link Group on the helpline on +44 (0) 371 664 0321. Calls are charged at

the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable

international rate. The helpline will be open between 9.00 a.m. and 5.30 p.m. Monday to Friday excluding public holidays in

England and Wales. Link Group cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.

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

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