Posting of Supplementary Circular

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 OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

18 April 2018

RECOMMENDED CASH ACQUISITION

of

FIDESSA GROUP PLC

by

TEMENOS HOLDINGS UK LIMITED

(a wholly-owned subsidiary of Temenos Group AG)

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

Posting of Supplementary Circular

On 21 February 2018, the boards of Fidessa group plc ("Fidessa" or the "Company") and Temenos Group AG ("Temenos"), announced that they had reached an agreement on the terms of a recommended all cash acquisition by Temenos, through its wholly-owned subsidiary Temenos Holdings UK Limited ("Temenos Bidco"), of the entire issued and to be issued ordinary share capital of Fidessa (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 13 March 2018, the Company sent to Fidessa Shareholders a circular in relation to the Acquisition (the "Scheme Document"), together with Forms of Proxy for the Scheme Court Meeting and the General Meeting. The Scheme Document sets out, among other things, details of the Acquisition, the full terms and conditions of the Scheme, an explanatory statement, an expected timetable of principal events and details of the action to be taken by Fidessa Shareholders. The Scheme Document also contained notices convening the Scheme Court Meeting and the General Meeting, both of which were scheduled to be held on 5 April 2018.

On 5 April 2018, the Scheme Court Meeting and the General Meeting were adjourned and, on 6 April 2018, Fidessa announced that the Scheme Court Meeting (the "Reconvened Scheme Court Meeting") and the General Meeting (the "Reconvened General Meeting") would be reconvened and held on 27 April 2018 at the offices of Cleary Gottlieb Steen & Hamilton LLP, 2 London Wall Place, London EC2Y 5AU at 9.30 a.m., in the case of the Reconvened Scheme Court Meeting, and 9.45 a.m. (or as soon thereafter as the Reconvened Scheme Court Meeting shall have been concluded or adjourned), in the case of the Reconvened General Meeting.

Today, a supplementary circular relating to the Acquisition (the "Supplementary Circular") is being posted to Fidessa Shareholders setting out, amongst other things, notice of the Reconvened Scheme Court Meeting and the Reconvened General Meeting (together, the "Reconvened Shareholder Meetings").

Subject to the approval of the Fidessa Shareholders at the Reconvened Shareholder Meetings, the satisfaction or waiver of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court, the Scheme is expected to become effective in May 2018. The updated expected timetable of principal events is set out below in this announcement.

Copies of the Supplementary Circular and this announcement will be available (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Fidessa's website at (http://www.fidessa.com/temenos/offer-by-temenos) up to and including the end of the Offer Period. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

For information purposes only, the Supplementary Circular will also be sent, or made available, to persons with information rights and holders of options and awards granted under the Fidessa Share Plans.

Copies of the Supplementary Circular will be submitted to the National Storage Mechanism later today, and will be available for inspection at www.morningstar.co.uk/uk/NSM.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the implementation of the Scheme. All references to times are to London time unless otherwise stated.

The following dates and times associated with the Scheme are subject to change and will depend, amongst other things, on the date on which Conditions to the Scheme are satisfied or, if capable of waiver, waived and on the date on which the Court sanctions the Scheme and the Scheme Court Order is delivered to the Registrar of Companies. Fidessa will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service and on its website (www.fidessa.com). Further updates and changes to these times shall, at Fidessa's discretion, be notified in the same way.

Notes:

(1) The dates and times given are indicative only and are based on Fidessa's current expectations and may be subject to change (including as a result of changes to the timetable related to the satisfaction of the Conditions). If any of the times and/or dates above change, the revised times and/or dates will be notified to Fidessa Shareholders by announcement through a Regulatory Information Service and on its website (www.fidessa.com).

(2) The Blue Form of Proxy for the Reconvened Scheme Court Meeting may, alternatively, be handed to Fidessa's Registrars, Equiniti, or the Chairman of the Reconvened Scheme Court Meeting, at the start of the Reconvened Scheme Court Meeting (or any adjournment thereof). However, if possible, Fidessa Shareholders are requested to lodge the Blue Forms of Proxy at least 48 hours before the time appointed for the Reconvened Scheme Court Meeting.

(3) The White Form of Proxy for the Reconvened General Meeting must be lodged with Fidessa's Registrars, Equiniti, by no later than 9.45 a.m. on 25 April 2018 in order for it to be valid, or, if the Reconvened General Meeting is adjourned, no later than 48 hours before the time fixed for the holding of the adjourned meeting. If the White Form of Proxy is not returned by such time, it will be invalid.

(4) If either Reconvened Shareholder Meeting is further adjourned, the Voting Record Time for the adjourned meeting will be 6.30 p.m. on the date which is two days before the date set for the adjourned meeting.

(5) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Reconvened Scheme Court Meeting.

(6) The Court Hearing to sanction the Scheme is expected to be held no later than 11 May 2018. Any references to "D" or to a day after "D" are references to a Business Day.

(7) This date will be the date on which the Scheme Court Order is delivered to the Registrar of Companies. The Effective Date of the Scheme is expected to occur in May 2018.

(8) This is the latest date by which the Acquisition may become Effective unless Fidessa and Temenos agree, and (if required) the Court and the Panel allow, a later date.

Enquiries:

Important notices

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Fidessa and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Fidessa for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Rothschild 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 Rothschild in connection with this announcement, for any statement contained herein or otherwise.

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker and financial adviser exclusively for Fidessa and no one else in connection with the matters set out in this announcement. In connection with such matters, Jefferies will not regard any other person as its client, and will not be responsible to any person other than Fidessa for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Jefferies nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, for any statement contained herein or otherwise.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker exclusively for Fidessa and no one else in connection with the matters set out in this announcement. In connection with such matters, Numis will not regard any other person as its client, nor will it be responsible to any person other than Fidessa for providing the protections afforded to clients of Numis or for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this announcement, for any statement contained herein or otherwise.

This announcement is for information purposes only, and is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Fidessa in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely on the terms set out in the Scheme Document and the Supplementary Circular, which contains the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document and the Supplementary Circular. Each Fidessa Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her. Each Fidessa Shareholder is advised to read carefully the Scheme Document, the Supplementary Circular and related Forms of Proxy.

Overseas jurisdictions

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom, to vote their Fidessa Shares with respect to the Scheme at the Reconvened Shareholder Meetings, or to appoint another person as proxy to vote at the Reconvened Shareholder Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement has been prepared for the purposes of complying with English law and the Code 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 and Wales.

Copies of this announcement and formal documentation relating to the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in, into or from within any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders is contained in the Scheme Document and the Supplementary Circular.

The Acquisition relates to the shares of an English company that is a "foreign private issuer" as defined in Rule 3b-4 under the US Securities Exchange Act of 1934, as amended, and is proposed to be effected by means of a scheme of arrangement under English law. Neither the US proxy solicitation rules nor (unless implemented by means of an offer) the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Acquisition. Accordingly, the Scheme will be subject to the disclosure requirements and practices applicable to the United Kingdom and under the Code to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Neither the SEC, nor any securities commission of any state of the United States, has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States. Financial information relating to Fidessa included in this announcement, the Scheme Document and the Supplementary Circular has been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash by a beneficial owner of Fidessa Shares pursuant to the Acquisition as consideration for the transfer of its Scheme Shares pursuant to the Scheme will be a taxable transaction for United States federal income tax purposes and may also be a taxable transaction under other applicable tax laws, including any applicable United States state and local, as well as non-US, tax laws. Each Fidessa Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.

Temenos and Temenos Bidco reserve the right to elect, with the consent of the Panel and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer. If the Acquisition is implemented by way of a Takeover Offer and Temenos and Temenos Bidco determine to extend such offer into the United States, the offer will be made in compliance with applicable UK and US securities laws and regulations, including the US tender offer rules. In such circumstances, Fidessa Shareholders are urged to read any documents relating to the Acquisition filed, furnished or to be filed or furnished with the SEC because they will contain important information regarding the Acquisition. Such documents will be available free of charge at the SEC's website at www.sec.gov and from Fidessa at www.fidessa.com.

In accordance with normal UK practice, Temenos or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Fidessa 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. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Acquisition in their particular circumstances. It is the responsibility of any person into whose possession this announcement comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

Time

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

The person responsible for arranging for the release of this announcement on behalf of Fidessa is Anil Shah, Company Secretary.