Accounting Report Agreement

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

9 February 2016

Recommended cash acquisition of KBC Advanced Technologies plc by ATI Global Optimisation Ltd (a wholly-owned subsidiary of Aspen Technology, Inc.)

Agreement with Aspen Technology, Inc. in relation to the conversion of KBC Advanced Technologies plc's historical financial statements into US GAAP

On 12 January 2016, it was announced that KBC Advanced Technologies plc ("KBC") and Aspen Technology, Inc. ("AspenTech") had reached agreement on the terms of a recommended all cash acquisition by which the entire issued and to be issued share capital of KBC will be acquired by ATI Global Optimisation Ltd (the "Acquisition"). On 5 February 2016, it was announced that KBC had posted the scheme document relating to the Acquisition (the "Scheme Document") to KBC Shareholders and the holders of options or awards under the KBC Share Schemes.

In connection with the implementation of the Acquisition, KBC announces that it has entered into an agreement with AspenTech dated 9 February 2016 (the "Accounting Report Agreement") in relation to the commission by KBC of CFGI, LLC. ("CFGI") to assist in converting KBC's historical year-end and interim financial statements for applicable periods as defined by SEC and US GAAP guidance from IFRS to US GAAP (the "Commission"). Under the Accounting Report Agreement, AspenTech irrevocably undertook on demand to make a payment to KBC of an amount equal to any fees and out of pocket expenses paid or payable by KBC to CFGI in connection with the Commission ("Fees"), provided that: (i) the aggregate of all such Fees does not exceed US$300,000; and (ii) in the circumstances that an Offeror (as defined in the City Code on Takeovers and Mergers (the "Code")), that is not AspenTech, makes an announcement of an Offer (as defined in the Code) for KBC during the current Offer Period (as defined in the Code) (a "Rival Offer"), AspenTech's obligation shall only extend to such Fees that have been properly incurred as at the date of the Rival Offer (the "Rival Offer Date"), and to the extent properly incurred, thirty days after the Rival Offer Date.

In addition, KBC and AspenTech agreed, amongst other things, that any work product resulting from the Commission will not be made available directly or indirectly by CFGI or KBC to AspenTech or any of AspenTech's professional advisers until on or after the date on which the Scheme becomes Effective, save where the parties have agreed otherwise with the consent of the Panel.

In accordance with Rule 26.2 of the Code, a copy of the Accounting Report Agreement will be made available, free of charge, at KBC's website at http://ir.kbcat.com/home/ and AspenTech's website at www.aspentech.com/corporate/press/press-releases.aspx by no later than 12 noon on 10 February 2016.

Capitalised terms in this announcement (the "Announcement"), unless otherwise defined, have the same meanings as set out in the Scheme Document.

Enquiries

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at KBC's website at http://ir.kbcat.com/home/ and AspenTech's website at www.aspentech.com/corporate/press/press-releases.aspx and by no later than 12 noon on 10 February 2016.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

In accordance with Rule 30.2 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting the Registrar, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by telephone on 0370 707 1099 (from within the UK) or +44 370 707 1099 (from outside the UK). A hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.2 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Disclosure Requirements of the Code

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

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 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(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day (as defined in the Code) following the date of the relevant dealing.

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

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

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 Takeover 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 Takeover 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.