Posting of the Scheme Document

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

13 March 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 the Scheme Document

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").

Fidessa, Temenos and Temenos Bidco are pleased to announce that Fidessa is today posting, or otherwise making available, 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, a letter from the Chairman of Fidessa, the full terms and conditions of the Scheme, an explanatory statement, notices of the Scheme Court Meeting and the General Meeting, an expected timetable of principal events and details of the action to be taken by Fidessa Shareholders.

Fidessa, Temenos and Temenos Bidco will also be sending details of the proposals being made to participants in the Fidessa Share Plans to such participants.

As described in the Scheme Document, the Scheme will require the approval of the Fidessa Shareholders at the Scheme Court Meeting and the passing of a special resolution at the General Meeting, and then the sanction of the Court.

The Scheme Court Meeting and the General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be held at 9.30 a.m. and 9.45 a.m. (or as soon thereafter as the Scheme Court Meeting has concluded or been adjourned), respectively, on 5 April 2018 at the offices of Cleary Gottlieb Steen & Hamilton LLP, 2 London Wall Place, London EC2Y 5AU.

Subject to the approval of the Fidessa Shareholders at the Scheme Court Meeting and the General Meeting, 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 the second quarter of 2018. The expected timetable of principal events is set out below in this announcement.

The Scheme Document will be made available on Fidessa's website (www.fidessa.com) up to and including the end of the Offer Period. The contents of such website are not incorporated into, and do not form part of, this announcement.

For information purposes only, the Scheme Document 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 Scheme Document 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 in this Scheme Document 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 regulatory (and other) 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 Scheme Court Meeting may, alternatively, be handed to Fidessa's Registrars, Equiniti, or the Chairman of the Scheme Court Meeting, at the start of the 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 Scheme Court Meeting.

(3) The White Form of Proxy for the General Meeting must be lodged with Fidessa's Registrars, Equiniti, by no later than 9.45 a.m. on 3 April 2018 in order for it to be valid, or, if the 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 Fidessa Meeting is adjourned, the Voting Record Time for the adjourned Fidessa Meeting will be 6.30 p.m. on the date which is two days before the date set for the adjourned Fidessa Meeting.

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

(6) The Court Hearing to sanction the Scheme is expected to be held no later than 14 days after the satisfaction or waiver (where applicable) of Conditions 3(b) and 3(d), as set out in Part IV (Conditions and Certain Further Terms of the Scheme and the Acquisition) of the Scheme Document. Any references to "D" or to a day after "D" are references to a Business Day.

(7) On the terms of the Scheme, Fidessa Shareholders whose names appear on the register of members of Fidessa at the Scheme Record Time will be paid the Dividend within 14 days of the Effective Date (provided that the Scheme Record Time falls prior to 11 May 2018).

(8) 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 the second quarter of 2018.

(9) The Announcement stated that the Dividend would be paid on 7 June 2018 or, if earlier, the Effective Date. For administrative reasons, this has been revised so that on the terms of the Scheme, Fidessa Shareholders whose names appear on the register of members of Fidessa at the Scheme Record Time will be paid the Dividend within 14 days of the Effective Date (provided that the Scheme Record Time falls prior to 11 May 2018). In the event that the Scheme Record Time has not fallen by 11 May 2018, Fidessa Shareholders who are on the register of members of Fidessa as at close of business on 11 May 2018 will be entitled to receive and retain the Dividend which will be paid on 7 June 2018 or, if the Effective Date occurs on a date prior to 7 June 2018, within 14 days of the Effective Date (but no later than 7 June 2018).

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

Helpline

If you have any questions about this announcement, the Scheme Court Meeting, the General Meeting or the Acquisition, including in relation to the completion and return of the Forms of Proxy or submitting your votes or proxies through CREST, please call the Shareholder Helpline on 0371 384 2898 (from within the UK) or +44 121 415 0259 (from outside the UK). Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Scheme, nor give any financial, tax, investment or legal advice.

Enquiries

Davis Polk & Wardwell London LLP are retained as legal advisers to Temenos. Cleary Gottlieb Steen & Hamilton LLP are retained as legal advisers to Fidessa.

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 their 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 their 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.

Credit Suisse, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser exclusively for Temenos and Temenos Bidco and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Temenos and Temenos Bidco for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse 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 Credit Suisse 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, 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. 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 and related Forms of Proxy.

Please be aware that addresses, electronic addresses and certain other information provided by Fidessa Shareholders, persons with information rights and other relevant persons for the receipt of communications from Fidessa may be provided to Temenos and Temenos Bidco during the Offer Period, as required under Section 4 of Appendix 4 to the Code, to comply with Rule 2.11(c).

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 Scheme Court Meeting, and/or the General Meeting, or to appoint another person as proxy to vote at the Scheme Court Meeting and/or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

This 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 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 and the Scheme Document has been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

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.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Fidessa and Temenos contain statements which are, or may be deemed to be, "forward-looking statements". Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the Temenos Group or the Enlarged Group will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward-looking statements contained in this announcement relate to the Temenos Group's or the Enlarged Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may 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 Temenos' or Fidessa's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Temenos' or Fidessa's business. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances includes changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Fidessa nor Temenos, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature involve, risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated. In arriving at the estimate of cost synergies set out in this announcement, Temenos has assumed that there will be no significant impact on the underlying operations of either business as a result of the Acquisition.

The forward looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to any member of the Temenos Group or Fidessa Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Fidessa and Temenos expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts or profits estimates

No statement in this announcement or incorporated by reference into this announcement is intended to constitute a profit forecast or profit estimate for any period, and no statement in this announcement should be interpreted to mean that earnings or earnings per Fidessa Share or Temenos Share, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earning per Fidessa Share or Temenos Share or to mean that the Enlarged Group's earnings in the first 12 months following the Acquisition, or in any subsequent period, would necessarily match or be greater than those of Fidessa or Temenos for the relevant preceding financial period or any other period.

Dealing disclosure requirements

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 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is or becomes interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

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

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

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 consult 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 and availability of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available free of charge (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 and the Temenos Group's website at https://www.temenos.com/en/recommended-offer-for-fidessa/ by no later than 12 noon (London time) on the date following the publication of this announcement. For the avoidance of doubt, save as expressly referred to herein, the contents of those websites are not incorporated into and do not form part of this announcement.

Electronic communications

A hard copy of this announcement will be sent to all holders of Fidessa Shares in issue at the date of this announcement and to other persons with information rights (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions). You may request a hard copy of this announcement (and any information incorporated by reference in this announcement), free of charge, by contacting Fidessa's Registrars, Equiniti, of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (or on 0371 384 2898 (from within the UK) or on +44 121 415 0259 (if calling from outside the UK)). The helpline is open between 8.30 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Equiniti cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. Unless you have previously elected to receive hard copies of any such documents, announcements or information, hard copies of future documents, announcements and information in relation to the Acquisition shall not be sent unless specifically requested.

Time

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