Statement re Darktrace

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATIONFOR IMMEDIATE RELEASE8 September 2022Statement Regarding Darktrace plc ("Darktrace")Further to the announcement made by Darktrace in relation to a possible offer for Darktrace by Thoma Bravo, L.P. ("Thoma Bravo"), Thoma Bravo confirms that it does not intend to make an offer for Darktrace under Rule 2.7 of the Code.For the purpose of Rule 2.8 of the Code, Thoma Bravo, and any person(s) acting in concert with it, reserves the right to make or participate in an offer for Darktrace (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within six months of the date of this announcement:a) with the agreement of the board of Darktrace;b) following the announcement of a firm intention to make an offer for Darktrace by or on behalf of a third party;c) following the announcement by Darktrace of a Rule 9 waiver (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or for a reverse takeover (as defined in the Code); ord) where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.EnquiriesThoma BravoMegan FrankDirector, Head of Communications+1 (212) 731 4778 [email protected]FGS Global (PR Adviser to Thoma Bravo)Faeth Birch+44 (0)20 7251 3801