Offer Document Posted

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

FOR IMMEDIATE RELEASE

16 DECEMBER 2021

RECOMMENDED CASH ACQUISITION

OF

BLUE PRISM GROUP PLC ("BLUE PRISM")

by

BOLT BIDCO LIMITED ("BIDCO")

(a wholly owned indirect subsidiary of SS&C Technologies Holdings, Inc. ("SS&C"))

to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT

On 1 December 2021, the boards of Blue Prism and SS&C 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 (the "Acquisition"), 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 "Scheme").

Capitalised terms defined in the Scheme Document (as defined below) have the same meanings given in this announcement.

Publication of Scheme Document

Blue Prism and Bidco are pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the "Scheme Document") has been published today. The Scheme Document contains, among other things, a letter from the Chairman and Chief Executive Officer of Blue Prism, an explanatory statement in compliance with section 897 of the Companies Act, the notices of the Court Meeting and General Meeting, an expected timetable of principal events and details of the action to be taken by Blue Prism Shareholders. Hard copies of the Scheme Document are being sent to Blue Prism Shareholders together with the related Forms of Proxy and the Virtual Meeting Guide. Hard copies of the Scheme Document are also being sent, for information only, to the holders of options or awards under the Blue Prism Share Plans and persons with information rights.

The Scheme Document will be available today, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Blue Prism's website at https://investors.blueprism.com and on SS&C's website at https://investor.ssctech.com/Possible-Offer-for-Blue-Prism/. Copies of the Scheme Document will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

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 Blue Prism Shares intend to do in respect of their own beneficial holdings of Blue Prism Shares.

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. Therefore, whether or not you intend to attend the Court Meeting and/or the General Meeting, Scheme Shareholders are strongly encouraged to complete, sign and return their Forms of Proxy or transmit a proxy instruction (either electronically or through CREST) as soon as possible.

Holders of Scheme Shares should read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Notices of the Court Meeting and General Meeting and action required

As described in the Scheme Document, 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 (whether in person or via the Virtual Meeting Platform) 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 then the sanction of the Scheme by the Court. The Acquisition and the Scheme are also subject to the satisfaction or waiver (where applicable) of the Conditions and further terms that are set out in the Scheme Document.

Notices of the Meetings are set out in the Scheme Document. The Court Meeting will be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF, with attendance and participation otherwise permitted through the Virtual Meeting Platform. The General Meeting will be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF, with attendance and participation otherwise permitted through the Virtual Meeting Platform (but such attendance and participation shall not constitute formal attendance at the General Meeting) or, if the Blue Prism Directors deem necessary or expedient, on a networked basis between different rooms within 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) on 13 January 2022.

COVID-19 restrictions

The Blue Prism Directors note the ongoing COVID-19 pandemic and uncertainties regarding future developments and, in particular, the uncertainty as to any additional and/or alternative measures that may be put in place by the HM Government.

Scheme Shareholders and Blue Prism Shareholders are encouraged not to attend the Court Meeting or the General Meeting, respectively, in person and are instead encouraged to use the Virtual Meeting Platform. In light of the use of the Virtual Meeting Platform, Scheme Shareholders and Blue Prism Shareholders are strongly encouraged to appoint "the Chairman of the meeting" as their proxy for the Court Meeting and the General Meeting, respectively, and to provide voting instructions in advance of the relevant Meeting.

The Virtual Meeting Guide contains further information on accessing the Meetings remotely via the Virtual Meeting Platform and is also available on Blue Prism's website at https://investors.blueprism.com.

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 at https://investors.blueprism.com and by announcement through a Regulatory Information Service. Scheme Shareholders and Blue Prism Shareholders should continue to monitor Blue Prism's website and exchange news services for any updates.

Shareholder Helpline

If Blue Prism Shareholders have any questions relating to the Scheme Document (or any information incorporated into the Scheme 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. (London time), 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.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. 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 first quarter or second quarter of 2022.

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.

The dates and times given in the expected timetable are indicative only and are based on Blue Prism's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates change, the revised times and/or dates will be notified to Blue Prism Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Blue Prism's website https://investors.blueprism.com.

Enquiries

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 the Scheme Document. No representation or warranty, express or implied, is made by Qatalyst Partners as to the contents of the Scheme 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 the Scheme Document) as a client in relation to the matters referred to in the Scheme 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 in the Scheme Document. No representation or warranty, express or implied, is made by Investec Bank as to the contents of the Scheme 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 the Scheme Document or any other matters referred to in the Scheme Document. No representation or warranty, express or implied, is made by BofA Securities as to the contents of the Scheme Document.

RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom and a wholly owned subsidiary of Royal Bank of Canada, is, together with its affiliate RBC Capital Markets, LLC, acting for Bidco and SS&C and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and SS&C for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with matters referred to in the Scheme Document. Neither RBC nor its parent nor any of its subsidiaries or affiliates (including, but not limited to, RBC Capital Markets, LLC) 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 RBC in connection with the Scheme Document or any matter referred to therein.

Further Information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Blue Prism Shareholders are strongly advised to read the formal documentation in relation to the Acquisition. Each Blue Prism Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Acquisition.

This announcement 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 announcement had been prepared in accordance with the laws of jurisdictions outside England.

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

Overseas Shareholders

The Scheme 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 the Scheme Document had been prepared in accordance with the laws of jurisdictions outside of England.

The release, publication or distribution of the Scheme 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 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 the Scheme 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 the Scheme 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.

The Scheme Document does not constitute a prospectus or prospectus equivalent document.

Further details in relation to Blue Prism Shareholders in overseas jurisdictions are contained in the Scheme 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 the Scheme 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 and Investec Bank 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

The Scheme Document (including information incorporated by reference in the Scheme Document), oral statements made regarding the Acquisition, and other information published by SS&C, Bidco or Blue Prism contain statements about the SS&C 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 the Scheme 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", "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 SS&C Group's, Bidco 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 SS&C 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, SS&C and Blue Prism 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 the Scheme 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 SS&C 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, or 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 the Scheme Document.

Other than in respect of the Blue Prism Profit Forecast, no statement in the Scheme Document is intended as a profit forecast, estimate or quantified financial benefits statement for any period and no statement in the Scheme 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 the Scheme Document is the responsibility of Blue Prism and the Blue Prism Directors. 

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 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.

Publication on Website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on Blue Prism's website https://investors.blueprism.com and on SS&C's website at https://investor.ssctech.com/Possible-Offer-for-Blue-Prism/. 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.

APPENDIX

Expected timetable of principal events

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

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

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, with such announcement being made available on Blue Prism's website at https://investors.blueprism.com.

Notes:

1. The PINK Form of Proxy for the Court Meeting should be received by Link Group before 4.00 p.m. on 11 January 2022, 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). PINK Forms of Proxy not so received may be emailed to [email protected] at any time prior to the commencement of the Court Meeting, or presented in person to the Chairman of the Court Meeting or the relevant representative of Link Group at the Court Meeting at any time prior to the commencement of the Court Meeting.

2. The YELLOW Form of Proxy for the General Meeting must be lodged with Link Group before 4.15 p.m. on 11 January 2022 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). YELLOW 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 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 the Scheme 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. Blue Prism must implement the Scheme in accordance with the expected timetable unless (i) the Blue Prism Board withdraws its recommendation of the Scheme, (ii) the Blue Prism Board announces its decision to propose an adjournment of any of the Meetings or the Court Hearing, (iii) any of the Meetings or the Court Hearing is adjourned, or (iv) any Condition is invoked in accordance with the Takeover Code.

6. All Scheme Shareholders are entitled to attend the Court Hearing or to be represented by Counsel to support or oppose the sanctioning of the Scheme. Depending on the date of the Court Hearing, this right may be subject to 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 first quarter or second quarter of 2022. The Scheme will become effective pursuant to its terms upon the Court Order being delivered to the Registrar of the Companies.

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).