Background of the Merger

Background of the Merger

As part of its ongoing evaluation of Anaplan’s business, the Anaplan Board, together with senior management, regularly reviews and assesses Anaplan’s strategic direction, financial performance and business plans with a view towards strengthening Anaplan’s business and identifying opportunities to increase stockholder value. As part of this evaluation, the Anaplan Board has from time to time considered a variety of strategic alternatives for Anaplan, including continuing as a standalone company, pursuing a transaction with a strategic or financial acquirer or initiating other operational changes.

As part of this evaluation, in late November Anaplan management contacted Goldman Sachs following Anaplan’s announcement of its quarterly results for the third quarter of fiscal year 2022 to receive input on possible strategic alternatives for Anaplan, including a request to prepare for an upcoming strategic assessment for the Anaplan Board. Representatives of Goldman Sachs also held multiple discussions with management of Anaplan in November and December of 2021 regarding possible strategic alternatives.

Starting in early December, Mr. Frank Calderoni, Chief Executive Officer of Anaplan, held discussions with Anaplan’s outside directors, including Mr. Bob Beauchamp, lead independent director of the Anaplan Board, and Mr. Sandesh Patnam and Mr. Suresh Vasudevan, additional outside directors on the Anaplan Board, to discuss the strategic direction of Anaplan. Mr. Calderoni and Mr. Vikas Mehta, Chief Financial Officer of Anaplan, also began planning efforts regarding Anaplan’s strategic direction and its future operating plans and forecast.

Also starting in early December, following a decline in its stock price in late November, Anaplan received unsolicited outreach from various financial acquirers, including Thoma Bravo and three private equity firms that we refer to herein as Private Equity Firm A, Private Equity Firm B and Private Equity Firm C, proposing that Anaplan consider a variety of potential transactions, including a potential investment or other strategic transaction. During this same time period, Anaplan’s management and outside directors received unsolicited input from, and held meetings with, several of its investors relating to various strategic and operational matters. Subsequently, during the period beginning in early December 2021 through February 9, 2022, members of Anaplan management met for introductory meetings with representatives of each of Thoma Bravo, Private Equity Firm A, Private Equity Firm B and Private Equity Firm C.

On December 6, 2021, Mr. Calderoni briefed the full Anaplan Board regarding recent strategic developments at Anaplan, including discussions with individual outside directors and outreach from potential strategic and financial acquirers and investors, and informed the Board that the agenda of the regularly scheduled meeting of the Anaplan Board on December 10, 2021 would be revised to discuss these matters and focus on a strategic assessment of Anaplan.

On December 10, 2021, the Anaplan Board held a meeting, at which members of Anaplan management and representatives of Goldman Sachs and Anaplan’s outside legal counsel, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP (“Gunderson”), were present. The Anaplan Board met to explore a broad range of possible strategic alternatives for Anaplan and to discuss overall shareholder input following Anaplan’s most recent quarterly earnings announcement. Representatives of Goldman Sachs also provided an overview on the activist investor environment.

On December 16, 2021, Anaplan received a letter from Corvex Management L.P. (“Corvex”), an activist investor, noting Corvex’s view that Anaplan should evaluate whether a sale of Anaplan would maximize stockholder value as compared with continuing its independent operations as a standalone company.

On December 20, 2021, the Anaplan Board held a special meeting, at which members of Anaplan management and representatives of Gunderson and Skadden Arps Slate Meagher & Flom LLP (“Skadden”), legal counsel to Anaplan, were present. The Anaplan Board met to evaluate whether to explore possible strategic alternatives and to discuss the Corvex letter to Anaplan. After robust discussion, the Anaplan Board determined it

would be appropriate to evaluate various strategic alternatives, with a focus on which alternatives might maximize value for stockholders. The Anaplan Board then approved the formation of an Advisory Committee of the Anaplan Board (the “Advisory Committee”), comprised of Anaplan Board members Mr. Beauchamp, Mr. Patnam and Mr. Vasudevan, in order to enable the Anaplan Board to act more nimbly and swiftly in its consideration of strategic alternatives and interactions with activist investors and potential counterparties to any potential strategic transactions, it being understood that formal approval authority for any definitive agreements for any given strategic alternative would ultimately rest with the full Anaplan Board. The Anaplan Board also discussed the need to retain a financial advisory firm experienced in dealing with activist investors. Anaplan had previously engaged Goldman Sachs as a lead-left bookrunner for its initial public offering and subsequently requested Goldman Sachs’ advice in evaluating certain other financing and other matters thereafter. Accordingly, the Anaplan Board was familiar with the general capabilities and reputation of Goldman Sachs and was aware that Goldman Sachs also had an activism defense practice. The Anaplan Board then approved retaining Goldman Sachs for activism defense and directed Anaplan management to contact Goldman Sachs in connection with this purpose as well as to discuss potential financial advisory services in connection with other possible strategic alternatives.

On December 23, 2021, the Advisory Committee held a special meeting at which members of Anaplan management and representatives of Gunderson and Skadden were present to continue the discussions of the matters raised at the meetings of the Anaplan Board on December 10 and December 20, 2021. The Advisory Committee discussed Anaplan’s response to recent unsolicited inbound interest from private equity firms with respect to a potential acquisition of, or investment in, Anaplan and to activists that had acquired stakes in Anaplan. Mr. Calderoni noted that Anaplan had contacted Goldman Sachs to advise Anaplan in engaging with activist investors and to receive input on possible strategic alternatives for Anaplan. The Advisory Committee discussed a broad range of potential options available to Anaplan in light of the recent unsolicited inbound interest from private equity firms and the letter Anaplan received from Corvex, including evaluating (i) Anaplan continuing its independent operations as a standalone company, (ii) accepting a “private investment in a public company” or “PIPE investment”, potentially coupled with a share buyback, (iii) engaging in one or more buy-side acquisitions, (iv) engaging in a merger of equals with another public company or (v) engaging in a process to evaluate a potential sale of Anaplan. The Advisory Committee and Anaplan management further discussed engaging one or more financial advisors in connection with evaluating the various options available to Anaplan. The discussion focused on retaining Goldman Sachs and/or Qatalyst Partners in light of their strong relationships with strategic and financial acquirers in the industry in which Anaplan operates and, in Goldman Sachs’ case, its historical relationship with Anaplan. The Advisory Committee and Anaplan management also determined that Anaplan management would begin working to prepare preliminary financial projections with respect to Anaplan (the “Preliminary Projections”) to help evaluate Anaplan on a standalone basis relative to potential strategic alternatives, including a potential sale transaction.

On December 28, 2021, Mr. Calderoni and other Anaplan representatives met with representatives of Corvex by telephonic conference. Representatives of Corvex presented certain information comparing a valuation of Anaplan prepared by Corvex with certain of its peer companies, and their view that Anaplan was presently undervalued. Representatives of Corvex outlined their views that Anaplan had two primary options available to it: (i) remain as a standalone company, but engage in an operational reboot, which would be time-intensive and difficult to execute upon as a public company; or (ii) engage in a full review of strategic alternatives, including a potential sale of Anaplan. Representatives of Anaplan and Corvex discussed various potential next steps with respect to continued discussions with Corvex, including whether Corvex would be willing to enter into a non-disclosure agreement with Anaplan to permit Anaplan to share material non-public information with Corvex. Mr. Calderoni and other Anaplan representatives met later that day with representatives of Sard Verbinnen & Co. (“Sard”), a leading public relations firm, Goldman Sachs, Skadden, and Gunderson to discuss next steps, including receiving further direction from the Anaplan Board and Advisory Committee.

On December 31, 2021, the Advisory Committee held a special meeting with members of Anaplan management and representatives of Gunderson and Skadden present. The Advisory Committee met to discuss the

status of the Preliminary Projections being prepared by Anaplan management and a timeline to present the Preliminary Projections to the Advisory Committee and the Audit Committee of the Anaplan Board (the “Audit Committee”) prior to presenting the Preliminary Projections to the full Anaplan Board. The Advisory Committee again discussed engaging both Goldman Sachs and Qatalyst Partners to act as financial advisors to Anaplan. The Advisory Committee also discussed the December 28, 2021 telephonic conference with representatives of Corvex. Mr. Calderoni updated the Advisory Committee on the proposed courses of action that Corvex noted and the possibility of Corvex entering into a non-disclosure agreement with Anaplan to permit Anaplan to share material non-public information with Corvex. The Advisory Committee considered various next steps in light of views expressed by Corvex and potential contingencies with respect to additional requests Corvex might make of Anaplan.

On January 3, 2022, Mr. Calderoni and other members of Anaplan management met with representatives of Goldman Sachs to review the then current Preliminary Projections prepared by management, which had been prepared based on the financial projections Anaplan updates on an annual basis for the upcoming three to five fiscal years, but had been extrapolated by management to project Anaplan’s operations based on certain key metrics for the upcoming ten fiscal years. These Preliminary Projections included a “base case” set of financial projections based on a set of assumptions and estimates that management believed were most reasonable and likely to occur, as well as alternative sets of financial projections, one based on a more optimistic series of assumptions and estimates related to future results and another based on a more conservative series of assumptions and estimates related to future results. As described in greater detail in the section below captioned “The Merger—Certain Financial Projections”, these alternative sets of financial projections were not used or relied upon by the Anaplan Board in its decision to approve the Merger or make its recommendation to stockholders, nor were they used or relied upon by Goldman Sachs or Qatalyst Partners in connection with preparing their financial analyses, nor were they shared with potential acquirers of Anaplan as part of the strategic review process described below.

On January 4, 2022, the Advisory Committee met, joined by the members of the Audit Committee, as well as with members of Anaplan management and representatives of Goldman Sachs, Gunderson and Skadden. Members of Anaplan management presented the Preliminary Projections and the various Anaplan performance scenarios included in the Preliminary Projections and provided an update on previous discussions with Corvex. Representatives of Goldman Sachs reviewed its preliminary financial analyses of Anaplan based on the Preliminary Projections with the Advisory Committee and members of the Audit Committee present. Skadden and Gunderson then reviewed the fiduciary duties of the Anaplan Board in connection with its evaluation of a strategic review process and any response to Corvex. The Advisory Committee discussed various factors that would help to clarify the Preliminary Projections for review by the Anaplan Board, and other next steps, including representatives of Goldman Sachs identifying potential strategic and private equity acquirers that might have an interest in acquiring Anaplan and the financial capability to consummate an acquisition.

Also on January 4, 2022, Mr. Calderoni and other representatives of Anaplan met by telephonic conference with representatives of Corvex, continuing previous discussions regarding the investment Corvex had made in Anaplan common stock. Subsequently in January 2022, members of Anaplan management, Mr. Beauchamp and Anaplan’s outside legal advisors engaged in various telephonic conferences with representatives of Corvex. They discussed (i) Corvex’s investment in Anaplan, (ii) Corvex’s views on potential options to enhance stockholder value, (iii) the possibility of Corvex entering into a non-disclosure agreement with Anaplan to permit Anaplan to share material non-public information with Corvex and (iv) Corvex’s request to speak with Mr. Beauchamp and Anaplan’s outside financial advisors. In addition, Corvex indicated it was nearing the filing threshold with respect to which Corvex would be required to file a Schedule 13D with respect to its investment in Anaplan. Throughout this period, Corvex declined the opportunity to enter into a non-disclosure agreement with Anaplan.

On January 6, 2022, the Anaplan Board held a special meeting at which members of Anaplan management and representatives from Gunderson and Skadden were present. The Anaplan Board reviewed various options available to Anaplan, including with respect to Anaplan’s standalone long-term operating plan and a potential

strategic review process. Skadden reviewed the fiduciary duties of the Anaplan Board in connection with reviewing the Preliminary Projections, the Anaplan Board’s evaluation of potential strategic alternatives and the engagement with Corvex. Representatives of Goldman Sachs then joined the meeting and reviewed their preliminary financial analyses of Anaplan with the Anaplan Board. Anaplan management reviewed the Preliminary Projections and the various performance scenarios included in the Preliminary Projections with the Anaplan Board.

Also on January 7, 2022, the Anaplan Board held a special meeting at which members of Anaplan management and representatives of Goldman Sachs, Gunderson and Skadden were present. Gunderson reviewed with the Anaplan Board its fiduciary duties in connection with a strategic review process, including any potential strategic alternatives and a potential sale of Anaplan. Anaplan management next discussed with the Anaplan Board the Preliminary Projections and answered additional questions with respect thereto. Representatives of Goldman Sachs then provided an overview of potential strategic and private equity acquirers of Anaplan and an overview of the differences between strategic and private equity acquirers. The Anaplan Board discussed with management various alternatives under consideration, including (i) Anaplan continuing its independent operations as a standalone company, (ii) accepting a “private investment in a public company” or “PIPE investment,” potentially coupled with a share buyback, (iii) engaging in one or more buy-side acquisitions, (iv) engaging in a merger of equals with another public company and (v) engaging in a process to evaluate selling Anaplan. The Anaplan Board then discussed the overview from the representatives of Goldman Sachs on the differences between strategic and private equity acquirers, including the potential willingness and ability of strategic acquirers to reach higher valuations than private equity acquirers. The Anaplan Board then considered the prospect of commencing a strategic review process in which it would focus initially on those potential strategic acquirers that might be most able to make an attractive offer for Anaplan, and then potentially explore outreach to potential private equity acquirers. The Anaplan Board noted that this approach would allow the Anaplan Board to evaluate whether any transaction that emerged would be in the best interests of Anaplan and its stockholders. After the representatives of Goldman Sachs left the meeting, the Anaplan Board also discussed the possibility of engaging a second financial advisor, Qatalyst Partners, to obtain an additional viewpoint on Anaplan’s financial and trading performance relative to certain peer groups and the market generally, analyst perceptions of Anaplan, the market environment, and potential financial and strategic acquirers of Anaplan from a financial advisor considered by Anaplan management to have significant experience with, and deep knowledge of, the industry in which Anaplan operates and its participants. The Anaplan Board unanimously authorized Anaplan’s management to initiate such a strategic review process, focusing first on potential strategic acquirers, and then potentially later evaluating private equity acquirers. The Anaplan Board also instructed management to formally engage Goldman Sachs and Qatalyst Partners as financial advisors to Anaplan for the purpose of assisting the Anaplan Board with respect to a strategic review process, subject to disclosure of potential conflicts of interest with respect to any potential acquirers. Goldman Sachs subsequently provided a relationship disclosure letter disclosing potential conflicts with respect to the potential acquirers in the connection with the strategic review process, such that the Anaplan Board was aware of any such potential conflicts of interest at the time that the Anaplan Board approved the sale transaction with Thoma Bravo. In addition, Qatalyst Partners subsequently provided relationship disclosure letters confirming that it did not have potential conflicts of interest that would limit it from fulfilling its responsibilities as one of Anaplan’s financial advisors.

On January 11, 2022, the Anaplan Board held a special meeting at which members of Anaplan management and representatives of Goldman Sachs, Qatalyst Partners, Gunderson and Skadden were present. The Anaplan Board met to further formalize the outreach plan with respect to the strategic review process it approved on January 7, 2022. Representatives of Goldman Sachs and Qatalyst Partners reviewed with the Anaplan Board a list of seven potential strategic acquirers that may have interest in Anaplan and financial capability to consummate an acquisition and an illustrative timeline for the process. The Anaplan Board discussed the likelihood of receiving bids in connection with a strategic review process and the negotiating posture of Anaplan. The Anaplan Board discussed delaying outreach to two of the potential strategic acquirers because Anaplan was currently in the process of negotiating commercial agreements with them. The Anaplan Board then approved

outreach to the seven potential strategic acquirers, including on a delayed basis for the two potential acquirers with which Anaplan was currently negotiating commercial agreements.

On January 12 and January 13, 2022, representatives of Goldman Sachs and Qatalyst Partners initiated outreach to the five potential strategic acquirers as directed by the Anaplan Board. Thereafter, and through February 1, 2022, members of Anaplan management and representatives of Goldman Sachs and Qatalyst Partners continued to engage with the initial five potential strategic acquirers. Three of those five strategic acquirers, which we refer to as Strategic Firm A, Strategic Firm B, and Strategic Firm C also entered into non-disclosure agreements with Anaplan during this period, only one of which included a standstill provision, which standstill provision included an exception allowing for the submission of private acquisition proposals to the Anaplan Board and a fallaway provision terminating the standstill in the event Anaplan announced a transaction with the applicable strategic acquirer. During this period, in addition to the management presentations and other meetings detailed below, representatives of Anaplan management also responded to certain due diligence requests from these parties focused on operational, product, and financial diligence. One of the initial five strategic acquirers indicated that it did not wish to consider evaluating an acquisition of Anaplan and did not enter into a non-disclosure agreement with Anaplan.

On January 18, 2022, the Advisory Committee held a special meeting with members of Anaplan management and a representative of Gunderson present. The Advisory Committee met to discuss the strategic review process and recent conversations with Corvex. Mr. Calderoni discussed the outreach to date and the levels of engagement from the potential strategic acquirers. The Advisory Committee then discussed whether the introduction of certain potential private equity acquirers could enhance the competitive dynamic of the process and potentially motivate strategic acquirers to make attractive bids. The Advisory Committee also discussed recent conversations with Corvex regarding the possibility of entering into a non-disclosure agreement with Anaplan and the likelihood of Corvex agreeing to do so and the possibility that Corvex might disrupt the strategic review process.

On January 20, 2022, representatives of Anaplan met with representatives of Strategic Firm A to provide Anaplan’s management presentation.

On January 21, 2022, representatives of Anaplan met with representatives of Strategic Firm B to provide Anaplan’s management presentation.

On January 25, 2022, representatives of Anaplan held a product demonstration with representatives of Strategic Firm A.

On January 28, 2022, representatives of Anaplan met with representatives of Strategic Firm C to provide Anaplan’s management presentation.

Also on January 28, 2022, representatives of Goldman Sachs and Qatalyst Partners held a telephonic conference with representatives of Strategic Firm B to discuss feedback from Anaplan’s management presentation and next steps with respect to the potential acquisition of Anaplan.

On February 1, 2022, the Anaplan Board held a special meeting during which members of Anaplan management and representatives from Gunderson and Skadden were present. Mr. Calderoni summarized discussions to date with the five potential strategic acquirers (including Strategic Firm A, Strategic Firm B and Strategic Firm C), but noted that the process was moving more slowly than anticipated. Mr. Calderoni also noted that the commercial agreements with one of the potential strategic acquirers the Anaplan Board had previously authorized outreach to had been completed and the other would be shortly, allowing for their inclusion in the strategic review process. The Anaplan Board then considered authorizing further outreach to an initial group of five potential private equity acquirers, including Thoma Bravo and Private Equity Firm B, and two other private equity firms, which we refer to as Private Equity Firm D and Private Equity Firm E, that might be most interested

in acquiring Anaplan, based on their investment and acquisition history with technology companies, and would have the financial capacity to consummate a transaction, based on the size of the investment funds raised by them. The Anaplan Board also considered an additional three potential private equity acquirers to be added to the strategic review process with similar capabilities (which included Private Equity Firm A and Private Equity Firm C), but who might have less strong interest in acquiring Anaplan than the initial group of five potential private equity acquirers. The Anaplan Board then approved outreach to the five initial private equity acquirers, including Thoma Bravo. Messrs. Calderoni and Beauchamp each reported on their recent discussions with Corvex, and discussed with the Anaplan Board the likelihood of various next steps that Corvex might take, including with respect to a potential Schedule 13D filing with respect to Corvex’s ownership interests in Anaplan.

On February 1, 2022 and through February 23, 2022, representatives of Goldman Sachs and Qatalyst Partners began outreach to the two additional potential strategic acquirers and the initial five private equity acquirers authorized by the Anaplan Board, including Thoma Bravo, Private Equity Firm B, Private Equity Firm D, and Private Equity Firm E. One of the two potential strategic acquirers Goldman Sachs and Qatalyst Partners had reached out to following the Anaplan Board’s special meeting on February 1, 2022, which we refer to a Strategic Firm D, entered into a non-disclosure agreement with Anaplan, which agreement did not include a standstill provision. However, after an initial meeting with Anaplan’s management, the other potential strategic acquirer indicated that it would not be considering a potential transaction with Anaplan and did not enter into a non-disclosure agreement with Anaplan. Additionally, each of Strategic Firm A, Strategic Firm B and Strategic Firm C and the fifth strategic acquirer contacted following the Anaplan Board’s special meeting on January 11, 2022 (which had an initial meeting with Anaplan’s management, but had not entered into a non-disclosure agreement with Anaplan), subsequently indicated during this period that they were not interested in an acquisition of Anaplan. During the period from February 1, 2022 through February 9, 2022, Thoma Bravo and Private Equity Firm B, Private Equity Firm D, and Private Equity Firm E each entered into non-disclosure agreements with Anaplan, each of which included a standstill provision, which provision included an exception allowing for the submission of private acquisition proposals to the Anaplan Board and a fallaway provision terminating the standstill in the event Anaplan announced a transaction with the applicable potential private equity firm. During the period from February 1, 2022 and through February 23, 2022, in addition to the management presentations and other meetings detailed below, representatives of Anaplan management also responded to certain due diligence requests from these parties focused on operational, product, and financial diligence. One of the initial five private equity acquirers indicated that it did not wish to consider evaluating an acquisition of Anaplan and did not enter into a non-disclosure agreement with Anaplan.

On February 2, 2022, representatives of Anaplan met with representatives of Thoma Bravo to provide Anaplan’s management presentation.

Also on February 2, 2022, Mr. Calderoni held a telephonic conference with representatives of Strategic Firm C to discuss Strategic Firm C’s interest in acquiring Anaplan.

On February 8, 2022, representatives of Anaplan met with representatives of Private Equity Firm B to provide Anaplan’s management presentation.

On February 9, 2022, representatives of Anaplan met with representatives of Private Equity Firm E to provide Anaplan’s management presentation.

On February 10, 2022, representatives of Anaplan met with representatives of Private Equity Firm D to provide Anaplan’s management presentation.

On February 11, 2022, representatives of Anaplan met with representatives of Strategic Firm D to provide Anaplan’s management presentation.

On February 12, 2022, following Anaplan Board approval to contact such firm in connection with Anaplan’s strategic review process, Anaplan entered into a non-disclosure agreement with Private Equity Firm A, which included a standstill provision, which provision included an exception allowing for the submission of private acquisition proposals to the Anaplan Board and a fallaway provision terminating the standstill in the event Anaplan announced a transaction with Private Equity Firm A.

On February 13, 2022, a representative of Private Equity Firm E called representatives of Goldman Sachs and Qatalyst Partners to schedule a product demonstration with Anaplan, as well as various follow-up sessions.

On February 14, 2022, representatives of Anaplan held a product demonstration with representatives of Private Equity Firm E.

Also on February 14, 2022, Private Equity Firm D informed Goldman Sachs and Qatalyst Partners that it would no longer be pursuing a potential transaction with Anaplan, and that it did not believe it could ultimately be competitive in offering an attractive offer price.

Also on February 14, 2022, representatives of Goldman Sachs and Qatalyst Partners held a telephonic meeting with a representative of Strategic Firm D to confirm how interested Strategic Firm D was in a potential acquisition of Anaplan. The representative of Strategic Firm D indicated that he would check internally with his team and requested certain operational details of Anaplan in the interim.

On February 16, 2022, representatives of Anaplan held a product demonstration with representatives of Private Equity Firm B.

On February 18, 2022, Anaplan provided limited data room access to Thoma Bravo, Private Equity Firm B and Private Equity Firm E.

Also on February 18, 2022, representatives of Anaplan provided a product demonstration to Thoma Bravo.

On February 21, 2022, representatives of Goldman Sachs and Qatalyst Partners reached out to Private Equity Firm C, which the Anaplan Board had approved contacting in connection with Anaplan’s strategic review process, and held a telephonic conference with representatives of Private Equity Firm C to share details around Anaplan’s potential sale process.

Also on February 21, 2022, representatives of Goldman Sachs and Qatalyst Partners held a telephonic conference with representatives of Private Equity Firm A, who indicated interest in conducting an initial management presentation, emailed to Anaplan preliminary diligence requests, and suggested meeting agenda topics.

Also on February 21, 2022, Thoma Bravo emailed a high-priority diligence request list to representatives of Goldman Sachs and Qatalyst Partners. Representatives of Anaplan management also held a financial diligence session with Thoma Bravo.

On February 22, 2022, Anaplan received a director nomination notice from Corvex delivered in accordance with Anaplan’s bylaws notifying Anaplan of Corvex’s intention to nominate a representative of Corvex for election to the Anaplan Board at Anaplan’s 2022 annual meeting of stockholders.

Also on February 22, 2022, Private Equity Firm C entered into a non-disclosure agreement with Anaplan, which included a standstill provision, which provision included an exception allowing for the submission of private acquisition proposals to the Anaplan Board and a fallaway provision terminating the standstill if Anaplan announced a transaction with Private Equity Firm C.

On February 23, 2022, Anaplan provided limited data room access to Private Equity Firm A and Private Equity Firm C.

Also on February 23, 2022, Thoma Bravo emailed representatives of Goldman Sachs and Qatalyst Partners a finance call agenda.

Also on February 23, 2022, a representative of Strategic Firm D contacted a representative of Qatalyst Partners to reach out about scheduling a further meeting with Anaplan.

On February 24, 2022, Reuters published an article reporting that Sachem Head Capital Management L.P. (“Sachem Head”), an activist investor, had acquired a purported 9% stake in Anaplan.

Also on February 24, 2022, the Anaplan Board held a special meeting with members of Anaplan management and representatives of Goldman Sachs, Gunderson and Skadden present, during which Mr. Calderoni updated the Anaplan Board about the acquisition process, and noted that Strategic Firm D and five potential private equity acquirers (Thoma Bravo, Private Equity Firm A, Private Equity Firm B, Private Equity Firm C, and Private Equity Firm E) remained involved in the process. It was noted that all potential acquirers that remained in the process would be asked to submit first round bids with respect to a proposed acquisition of Anaplan by March 8, 2022. In addition, Goldman Sachs updated the Anaplan Board with respect to Corvex’s director nomination request, and Mr. Calderoni noted the recent Reuters article with respect to Sachem Head’s investment in Anaplan. The Anaplan Board discussed certain other matters relating to evaluating the candidacy of the Corvex representative as a member of the Anaplan Board.

During the period from February 25, 2022 and through March 8, 2022, Anaplan’s management and advisors determined that Strategic Firm D was not engaging in the same level of diligence or progressing as quickly in its diligence procedures and outreach to Anaplan as the five potential private equity acquirers.

On February 25, 2022, representatives of Anaplan held a financial diligence session with representatives of Private Equity Firm B.

Also on February 25, 2022, representatives of Anaplan held financial diligence and sales and marketing diligence sessions with representatives of Private Equity Firm E.

Also on February 25, 2022, representatives of Anaplan met with representatives of Private Equity Firm A to provide Anaplan’s management presentation and to discuss due diligence matters.

Also on February 25, 2022, representatives of Anaplan management held an additional financial diligence session with Thoma Bravo.

On February 28, 2022, representatives of Anaplan, Goldman Sachs and Qatalyst Partners held a meeting with representatives of Private Equity Firm C for a combined management and financial due diligence meeting. Thereafter, representatives of Private Equity Firm C requested a follow-up product demonstration.

Also on February 28, 2022, Anaplan received a director nomination notice from Sachem Head, delivered in accordance with Anaplan’s bylaws, requesting three seats on the Anaplan Board. The notice also requested declassification of the Anaplan Board, and the repeal of any amendments to Anaplan’s bylaws that had been passed since March 29, 2019. Later on February 28, 2022, Mr. Calderoni held a meeting with Sachem Head to discuss the possibility of entering into a non-disclosure agreement with Anaplan to permit Anaplan to share material non-public information with Sachem Head. Sachem Head subsequently declined the opportunity to enter into a non-disclosure agreement.

On March 1, 2022, representatives of Goldman Sachs and Qatalyst Partners delivered process letters to each of Thoma Bravo, Private Equity Firm A, Private Equity Firm B, Private Equity Firm C, and Private Equity Firm E outlining the process for submitting first round bids by March 8, 2022. Representatives of Goldman Sachs and Qatalyst Partners also engaged in outreach to Strategic Firm D to ensure it understood upcoming timing expectations for a bid to acquire Anaplan.

On March 3, 2022, Anaplan provided limited data room access to Strategic Firm D.

Also on March 3, 2022, Mr. Calderoni and Mr. Mehta met in person with representatives of Thoma Bravo to discuss Anaplan and Thoma Bravo’s interest in acquiring Anaplan. There was no discussion of the future employment or compensation of Anaplan’s management following any potential sale transaction, if agreed upon.

On March 4, 2022, representatives of Anaplan, Goldman Sachs and Qatalyst Partners held a telephonic conference with representatives from Private Equity Firm C for a product demonstration.

Also on March 4, 2022, representatives of Goldman Sachs and Qatalyst Partners held a telephonic conference with representatives from Private Equity Firm A regarding financial due diligence requests.

On March 5, 2022, Mr. Calderoni held a telephonic conference with Mr. Orlando Bravo of Thoma Bravo to discuss Thoma Bravo’s interest in acquiring Anaplan. There was no discussion of the future employment or compensation of Anaplan’s management following any potential sale transaction, if agreed upon.

On March 7, 2022, representatives of Goldman Sachs and Qatalyst Partners again reached out to Strategic Firm D to reiterate that first round bids would be due on March 8, 2022.

Also on March 7, 2022, Mr. Calderoni met with representatives of Corvex, during which the Corvex representatives informed Mr. Calderoni that Corvex and Sachem Head had entered into an advocacy agreement and had formed a “group” for SEC purposes. As a result, their combined ownership interests in Anaplan would require Corvex and Sachem Head to file a Schedule 13D with the SEC by no later than March 17, 2022.

Also on March 7, 2022, Mr. Calderoni and Mr. Mehta met in person with representatives from Private Equity Firm B to discuss Anaplan and Private Equity Firm B’s interest in acquiring Anaplan. There was no discussion of the future employment or compensation of Anaplan’s management following any potential sale transaction, if agreed upon.

On March 8, 2022, representatives of Goldman Sachs and Qatalyst Partners held telephonic conferences with representatives of Private Equity Firm A and Thoma Bravo to notify them that bids would be posting later that day. A representative of Thoma Bravo delivered a strong message on the speed and certainty that would be reflected in Thoma Bravo’s bid.

Later on March 8, 2022, Anaplan received non-binding letters of intent from Thoma Bravo, with an initial bid of $63.00 per share in cash, Private Equity Firm A, with an initial bid range of $58.00 to $62.00 per share in cash, Private Equity Firm C, with an initial bid range of $58.00 to $68.00 per share in cash, and Private Equity Firm E, with an initial bid of $51.00 per share in cash. Private Equity Firm B did not submit a bid on March 8. Thoma Bravo’s bid also indicated that it would be prepared to commit to fully finance the Merger Consideration payable in the transaction with equity from Thoma Bravo’s investment fund, and had requested exclusivity to permit Thoma Bravo to finalize its diligence and enter into a definitive agreement with Anaplan within a week following its bid submission on March 8, 2022. In addition to indicating the ability to sign a definitive agreement within a week, as opposed to the three weeks or longer timelines proposed by each of the other bidders, Thoma Bravo’s bid was the only bid received that did not require additional equity partners. Each of the bids from Private Equity Firm A, Private Equity Firm C and Private Equity Firm E indicated that they would require equity partners as well as debt financing in connection with the transaction.

On March 9, 2022, the Advisory Committee held a special meeting with members of Anaplan management and representatives of Goldman Sachs, Qatalyst Partners, Gunderson and Skadden present. Representatives of Goldman Sachs and Qatalyst Partners reviewed the status and prior outreach of the strategic review process, and evaluated the initial bids of each of Thoma Bravo, Private Equity Firm A, Private Equity Firm C and Private

Equity Firm E. The Advisory Committee and Anaplan management discussed convening the Anaplan Board on March 10, 2022 to consider the bids received from the potential private equity acquirers in more detail.

Also on March 9, 2022, Private Equity Firm B, which had remained in the process but did not submit a bid on March 8, 2022, indicated that it would not be further evaluating an acquisition of Anaplan.

On March 10, 2022, the Advisory Committee held a special meeting with members of Anaplan management and representatives of Goldman Sachs, Gunderson and Skadden present. The Advisory Committee discussed the meeting that took place among representatives of Anaplan and Corvex on March 7, 2022 in which Corvex and Sachem Head had indicated that they would be filing a Schedule 13D no later than March 17, 2022. Representatives of Goldman Sachs reviewed potential responses to the two director nomination requests and other proposals made by Corvex and Sachem Head. The Advisory Committee determined to recommend that the Anaplan Board seek to minimize the potential disruption that Corvex and Sachem Head could cause on the ongoing strategic review process.

Later on March 10, 2022, the Anaplan Board held a special meeting at which members of Anaplan management and representatives of Goldman Sachs, Qatalyst Partners, Gunderson and Skadden were present. Mr. Mehta reviewed the final financial projections package (collectively the “Financial Projections”) which had been prepared by Anaplan’s management team. Representatives of Goldman Sachs and Qatalyst Partners provided an overview of Anaplan’s process in approaching fourteen parties that were viewed as having an interest in acquiring Anaplan and the financial capacity to consummate an acquisition to take part in the strategic review process, with representatives of Goldman Sachs and Qatalyst Partners initially approaching potential strategic acquirers and then subsequently approaching potential private equity acquirers to seek to solicit credible bids to acquire Anaplan. Representatives of Goldman Sachs and Qatalyst Partners reported that ten potential acquirers meaningfully engaged in preliminary diligence and in various discussions with Anaplan management, with four potential strategic acquirers and six potential private equity acquirers having received management presentations. Representatives of Goldman Sachs and Qatalyst Partners noted that all but one potential strategic acquirer, Strategic Firm D, had indicated that it would not further consider evaluating an acquisition of Anaplan, and that Strategic Firm D had not submitted a bid when other first round bids were received and had still not submitted a bid as of the time of the meeting. Representatives of Goldman Sachs and Qatalyst Partners noted that Thoma Bravo’s offer likely had more closing certainty insofar as Thoma Bravo did not require an additional equity partner or debt financing, and since Thoma Bravo indicated it could execute a definitive agreement with respect to a transaction in a week. Representatives of Goldman Sachs and Qatalyst Partners presented certain preliminary valuation analyses based on the Financial Projections. Representatives of Goldman Sachs and Qatalyst Partners also shared their perspective that, for the private equity bidders that had submitted bids that included a range of values, they would likely require significant additional time and diligence work to finalize their views on valuation and as such, there was significant uncertainty as to whether a more concrete offer at the higher end of their indicated ranges would ultimately be a realistic possibility. Representatives of Gunderson also reviewed with the Anaplan Board its fiduciary duties in connection with a strategic review process, including a potential sale of Anaplan. Representatives of Gunderson also reviewed the timing and procedural steps involved in the acquisition process. The Anaplan Board directed representatives of Goldman Sachs and Qatalyst Partners to indicate to Thoma Bravo that its proposal did not reflect the highest possible price of the bids received and that if Thoma Bravo wanted to purchase Anaplan, it would need to improve its offer.

Later on March 10, 2022, representatives of Goldman Sachs and Qatalyst Partners held a telephonic conference with representatives from Thoma Bravo to relay that Thoma Bravo’s proposal did not include the highest possible price as compared to other proposals received, and if it was interested in purchasing Anaplan, it needed to improve its offer.

On March 11, 2022, representatives of Anaplan held a product overview diligence session with representatives of Strategic Firm D.

Also on March 11, 2022, representatives of Thoma Bravo held a telephonic conference with representatives of Qatalyst Partners to discuss its bid. After discussing various concerns, the representatives of Thoma Bravo relayed that its “best and final” offer was $66.00 per share in cash (which offer continued to provide for full funding of the Merger Consideration via equity if debt financing was unavailable) and requested that Anaplan seek to execute a definitive agreement on the one-week timeline proposed by Thoma Bravo.

Later on March 11, 2022, the Anaplan Board held a special meeting at which members of Anaplan management and representatives of Goldman Sachs and Qatalyst Partners, Gunderson and Skadden were present. Representatives of Goldman Sachs and Qatalyst Partners provided an update on their recent discussions with Thoma Bravo and the “best and final” offer price Thoma Bravo made of $66.00 per share in cash. The Anaplan Board discussed the offer, the likelihood of other potential acquirers in the process exceeding the price offered by Thoma Bravo and various considerations relating to Thoma Bravo’s proposed timeline and price. After robust discussion, the Anaplan Board determined to direct Anaplan management, Goldman Sachs, Qatalyst Partners and Anaplan’s legal advisors to prioritize discussions with Thoma Bravo and see whether an acceptable definitive agreement could be reached with Thoma Bravo at the “best and final” offer price of $66.00 per share. Representatives of Skadden and Goldman Sachs then reviewed with the Anaplan Board Mr. Calderoni’s discussions with Corvex and Sachem Head, the director nomination proposals and other requests made by Corvex and Sachem Head and the fact that Corvex and Sachem Head had entered into an advocacy agreement that would cause them to become a “group” for SEC purposes and would require them to make a Schedule 13D filing by March 17, 2022 at the latest. Representatives of Goldman Sachs reviewed with the Anaplan Board potential strategies Anaplan could consider in responding to the various requests with respect to the director nomination and other proposals made by Corvex and Sachem Head. The Anaplan Board determined to seek to minimize the potential disruption that Corvex and Sachem Head could cause on the ongoing strategic review process. In executive session, the Anaplan Board also discussed Anaplan’s regularly scheduled equity award refresh grant cycle, and given the possibility that Anaplan may enter into a definitive agreement with a prospective acquirer, the Anaplan Board discussed the advisability of delaying the regularly scheduled equity award refresh grant cycle.

Later on March 11, 2022, the Compensation Committee of the Anaplan Board met to evaluate Anaplan’s regularly scheduled equity award refresh grant cycle, and to explain to Mr. Calderoni that given the possibility that Anaplan may enter into a definitive agreement with a prospective acquirer, the Compensation Committee had determined to delay the regularly scheduled equity award refresh grant cycle.

Also on March 11, 2022, representatives of Goldman Sachs and Qatalyst Partners reached out to each of Private Equity Firm A, Private Equity Firm C, and Private Equity Firm E. Representatives of Goldman Sachs and Qatalyst Partners informed Private Equity Firm E that its bid of $51.00 per share was not competitive with other bidders in Anaplan’s strategic review process. Representatives of Goldman Sachs and Qatalyst Partners relayed to Private Equity Firm A and Private Equity Firm C that Anaplan would allow each of Private Equity Firm A and Private Equity Firm C to team up with another potential private equity acquirer consistent with their request to do so in their bid letters (but instructed each such party not to independently seek such a potential partner just yet while Anaplan organized additional diligence materials to open up to Private Equity Firm A and Private Equity Firm C during the week of March 21, 2022).

On March 12, 2022, Messrs. Calderoni and Beauchamp and representatives of Corvex and Sachem Head met to discuss the nominations made by Corvex and Sachem Head to the Anaplan Board and the other proposals made by the investors, among other topics, and resolved to stay in touch with respect to a possible settlement agreement or coordination with respect to any future Schedule 13D filing or other public announcements to be made with respect to the activists’ ownership interests in Anaplan.

Also on March 12, 2022, Anaplan opened a comprehensive virtual data room to begin sharing detailed financial, operational and legal diligence materials and the first draft of the Merger Agreement with Thoma Bravo and its advisors. From March 12, 2022 through March 20, 2022, additional diligence materials

were exchanged and several diligence calls and other discussions relating to a potential sale of Anaplan to Thoma Bravo were held with members of Anaplan management, representatives of Goldman Sachs, Qatalyst Partners and Gunderson, and representatives of Thoma Bravo and Thoma Bravo’s outside advisors, including Kirkland & Ellis LLP (“Kirkland”), Thoma Bravo’s outside legal counsel.

On March 15, 2022, representatives of Goldman Sachs and Qatalyst Partners held a telephonic conference with Strategic Firm D to inform it that the process had accelerated with a different potential acquirer and that Anaplan may engage in an alternative transaction with such potential acquirer if the potential strategic acquirer did not promptly submit a bid. Strategic Firm D, the sole remaining potential strategic acquirer, did not subsequently engage or offer a bid with respect to an acquisition of Anaplan.

On March 16, 2022, Kirkland sent a revised draft of the Merger Agreement and initial drafts of the Equity Commitment Letter and Limited Guaranty to Gunderson. Open issues in the revised draft covered a variety of topics, including the treatment of unvested equity awards, the sizes of the termination fee payable by Anaplan in certain circumstances and the reverse termination fee payable by Sponsor in certain circumstances, and remedies available to the parties in the event of breach.

On March 17, 2022, Gunderson discussed material issues raised in Kirkland’s draft of the Merger Agreement with members of Anaplan management, and representatives of Goldman Sachs, Qatalyst Partners and Skadden. Gunderson then sent revised drafts of the Merger Agreement, Equity Commitment Letter, and Limited Guaranty to Kirkland.

Also on March 17, 2022, Corvex and Sachem Head made their respective Schedule 13D filings with respect to their ownership interests in Anaplan.

On March 18, 2022, the Anaplan Board held a regularly scheduled meeting of the Anaplan Board, at which members of Anaplan management were present. Among other matters discussed at the meeting, the Anaplan Board approved the annual operating budget which contained financial projections consistent with the Financial Projections but with only a single year of operations forecast. Representatives of Goldman Sachs, Qatalyst Partners, Gunderson and Skadden were present for a portion of the meeting. During this portion of the meeting, representatives of Goldman Sachs and Qatalyst Partners updated the Anaplan Board on subsequent activities of management, Goldman Sachs and Qatalyst Partners and Anaplan’s legal counsel. The representatives of Goldman Sachs and Qatalyst Partners described the prioritized diligence activities Anaplan had engaged in with Thoma Bravo, and the subsequent outreach representatives of Goldman Sachs and Qatalyst Partners engaged in with Private Equity Firm A, Private Equity Firm C, Private Equity Firm E, and Strategic Firm D. Representatives of Gunderson updated the Anaplan Board with respect to the status of ongoing negotiations with Thoma Bravo and other status updates with respect to the transaction process. Representatives of Skadden updated the Anaplan Board with respect to the additional discussions amongst Anaplan management and representatives of Corvex and Sachem Head and the Schedule 13D filings made by Corvex and Sachem Head on March 17, 2022. After representatives of Goldman Sachs, Qatalyst Partners and Skadden left the meeting, the Anaplan Board discussed the treatment of equity awards in the Merger Agreement, and the fact that Anaplan’s regularly scheduled equity award refresh grant cycle was delayed due to the pending discussions with potential prospective acquirers. The Anaplan Board considered the fact that Thoma Bravo’s offer was a “best and final” offer at a price for $66.00 per share of Anaplan common stock, and in light of that fact, the Anaplan Board believed that it would be appropriate for management to engage with Thoma Bravo to discuss appropriate mechanisms to facilitate employee retention during the interim period between signing of a definitive agreement and closing of a transaction, including making regularly scheduled equity refresh grants and providing for partial acceleration of unvested equity awards upon closing.

Later on March 18, 2022, Kirkland sent revised drafts of the Merger Agreement, Equity Commitment Letter, and Limited Guaranty to Gunderson.

On March 19, 2022, Mr. Calderoni held a telephonic conference with representatives of Thoma Bravo to discuss outstanding issues pertaining to the Merger Agreement, including the treatment of equity awards in the transaction. Later that day Gunderson sent revised drafts of the Merger Agreement, Equity Commitment Letter, and Limited Guaranty to Kirkland. Also later that day, the Anaplan Board directed Goldman Sachs and Qatalyst Partners to utilize the Financial Projections for the purpose of evaluating the fairness of the proposed transaction with Thoma Bravo.

During the morning of March 20, 2022, Kirkland and Gunderson finalized the Merger Agreement, resolving the open issues identified above, including with the equity awards receiving the treatment as provided in the section below captioned “The Merger Agreement—Merger Consideration—Outstanding Equity Awards”.

Later on March 20, 2022, the Anaplan Board held a special meeting at which members of Anaplan management and representatives of Goldman Sachs, Qatalyst Partners, Gunderson and Skadden were present. Mr. Calderoni updated the Anaplan Board with respect to Anaplan management’s interactions with Thoma Bravo throughout the week and the progress towards agreeing to a proposed final merger agreement to be entered into with Thoma Bravo. Following the discussion, representatives of Goldman Sachs reviewed with the Anaplan Board its financial analyses of the proposed transaction and rendered an oral opinion to the Anaplan Board, subsequently confirmed by delivery of its written opinion, dated March 20, 2022, to the Anaplan Board that, as of the date of the written opinion and based upon and subject to the factors and assumptions set forth therein, the $66.00 in cash per share of Anaplan Common Stock to be paid to the holders (other than Parent and its affiliates) of such shares pursuant to the Merger Agreement was fair from a financial point of view to such holders (see the section of this Proxy Statement captioned “The Merger—Opinions of Anaplan’s Financial Advisors—Opinion of Goldman Sachs, Financial Advisor to Anaplan” for further details). Representatives of Qatalyst Partners then presented certain financial analyses with respect to the proposed transaction with Thoma Bravo and rendered its opinion orally, that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth in its opinion, the $66.00 in cash per share of Anaplan Common Stock to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Anaplan common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders (see the section of this Proxy Statement captioned “The Merger—Opinions of Anaplan’s Financial Advisors—Opinion of Qatalyst Partners, Financial Advisor to Anaplan” for further details). Representatives of Gunderson then reviewed the fiduciary duties of the Anaplan Board in connection with the proposed transaction with Thoma Bravo and reviewed the material terms of the Merger Agreement, Equity Commitment Letter, and Limited Guaranty. The Anaplan Board evaluated its reasons for, and certain risks and other potentially negative factors relating to, the proposed transaction with Thoma Bravo as described under the section of this Proxy Statement captioned “The Merger— Recommendation of the Board of Directors and Reasons for the Merger.” After additional discussions of the proposed transaction and the matters summarized for the Anaplan Board at the special meeting, the Anaplan Board unanimously (i) determined that the Merger Agreement, the Merger and other transactions contemplated by the Merger Agreement, to be advisable and fair to, and in the best interests of, Anaplan and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including, without limitation, the Merger, in accordance with the requirements of the DGCL, (iii) recommended that Anaplan’s stockholders approve the Merger and the adoption of the Merger Agreement and (iv) resolved that the Merger Agreement shall be submitted to Anaplan’s stockholders for approval at a special meeting of Anaplan stockholders duly held in accordance with the DGCL and Anaplan’s Amended and Restated Certificate of Incorporation, and Amended and Restated Bylaws.

Later in the day on March 20, 2022, the parties executed the Merger Agreement, Equity Commitment Letter, and Limited Guaranty.

Also on March 20, 2022, a press release was issued announcing the Merger.

On March 21, 2022, Sachem Head filed an amendment to its Schedule 13D reporting that the advocacy agreement between Sachem Head and Corvex was terminated on March 21, 2022, and that Sachem Head was no longer subject to the reporting obligations of Section 13(d) of the Securities Exchange Act of 1934.

On March 22, 2022, Corvex filed an amendment to its Schedule 13D reporting that the advocacy agreement between Corvex and Sachem Head was terminated on March 21, 2022 and that Corvex was no longer subject to the reporting obligations of Section 13(d) of the Securities Exchange Act of 1934. Corvex’s amended Schedule 13D also indicated that Corvex had withdrawn its director nomination notice.

On March 23, 2022, Anaplan received notice from Sachem Head that it had withdrawn its director nomination notice and requests to declassify the Anaplan Board and to repeal any amendments to Anaplan’s bylaws that had been passed since March 29, 2019.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors, at a meeting held on March 20, 2022, unanimously (1) determined that the Merger Agreement, the Merger and other transactions contemplated by the Merger Agreement, to be advisable and fair to, and in the best interests of, Anaplan and its stockholders, (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including, without limitation, the Merger, in accordance with the requirements of the DGCL, (3) recommended that Anaplan’s stockholders approve the Merger and the adoption of the Merger Agreement and (4) resolved that the Merger Agreement shall be submitted to Anaplan’s stockholders for approval at a special meeting of Anaplan stockholders duly held in accordance with the DGCL and the Company’s Amended and Restated Certificate of Incorporation, and Amended and Restated Bylaws.

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger.

Reasons for the Recommendation of the Anaplan Board

In evaluating the Merger Agreement and the transactions contemplated thereby, the Anaplan Board consulted with Anaplan’s senior management, its financial advisors, Goldman Sachs and Qatalyst Partners, and legal advisors at Gunderson and Skadden and considered, analyzed and relied upon a wide and complex range of factors. Based on these consultations, considerations and analyses, and the factors discussed below, the Anaplan Board unanimously determined that entering into the Merger Agreement would yield the highest value reasonably available for Anaplan’s stockholders and is advisable and fair to and in the best interests of Anaplan and its stockholders.

In making its determination and recommendation of the Merger to Anaplan’s stockholders, the Anaplan Board considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance):

Anaplan’s Financial Condition and Prospects. The Anaplan Board considered the current and historical financial condition and results of operations of Anaplan, as well as the strategic objectives and future prospects for Anaplan if it were to remain an independent company. The Anaplan Board reviewed Anaplan’s current financial operating plan, including the risks and uncertainties associated with executing upon and achieving the plan. The Anaplan Board believes, on this basis, that the Merger Consideration fairly reflects Anaplan’s intrinsic value, including its potential for future growth in light of the risks and uncertainties faced by Anaplan.

Ability to Remain Independent. The Anaplan Board considered the ability of Anaplan to remain independent and the risks and costs associated with doing so, including:

•

Industry Risks. The Anaplan Board considered relevant industry risks, including the potential for reduced growth rates as the software as a service (SaaS) industry matures.

•

Competitive Risks. The Anaplan Board considered Anaplan’s competitive position in the SaaS industry, including current and potential future competition from larger and better funded companies which might have competitive advantages from their broader commercial scope and economies of scale in pricing, and other competitors with less advanced product offerings catching up to Anaplan.

•

Execution Risks. The Anaplan Board considered execution risks facing Anaplan, including go-to-market execution challenges that Anaplan may face.

Complete Company Sale. The Anaplan Board believed that a 100% acquisition of the company was most likely to maximize value for Anaplan stockholders as compared with remaining an independent company when taking into account the aforementioned risks and costs. The Anaplan Board also considered the fact that certain significant investors in Anaplan had privately expressed their view to Anaplan that a 100% acquisition of Anaplan would best maximize the value of Anaplan to all of Anaplan’s stockholders.

Results of Process Conducted. The Anaplan Board considered the fact that, prior to entry into the Merger Agreement with Parent, and following a “market check” in which representatives of Goldman Sachs and Qatalyst Partners, at the direction of the Anaplan Board, conducted an outreach initially to prospective strategic acquirers and subsequently to prospective private equity acquirers, none of the contacted acquirers (and no other potential strategic acquirers) other than Thoma Bravo, Private Equity Firm A, Private Equity Firm C, and Private Equity Firm E, submitted an offer to acquire Anaplan. The Anaplan Board considered the fact that Anaplan had engaged experienced financial and legal advisors to advise the Anaplan Board during the process. Based on the results of that process and the advice of Goldman Sachs and Qatalyst Partners, the Anaplan Board believed that the price offered by Parent was the highest that was reasonably attainable, particularly in light of the fact that the proposals received from other private equity bidders involved either an offer price expressed as a discrete number that was below the offer price from Parent or an offer price expressed as a range where all or a majority of the values in the range were below the offer price from Parent, as well as the belief of the financial advisors that for the private equity bidders that had submitted bids that included a range of values, they would likely require significant additional time and diligence work to finalize their views on valuation and as such, there was significant uncertainty as to whether a more concrete offer at the higher end of their indicated ranges would ultimately be a realistic possibility. The Anaplan Board also believed that the price offered by Parent was more favorable to the Anaplan stockholders than the potential value that would reasonably be expected to result from other competing proposals. The Anaplan Board also believed that an acquisition transaction with Parent was most likely to be consummated and could be consummated more quickly than other competing proposals, in light of the fact that (i) Parent’s proposal offered to fully backstop the aggregate Merger Consideration with equity funding from the Sponsor and (ii) the proposals received from other private equity bidders indicated that debt financing would be required and that the bidders desired to partner with other private equity firms in order to fund the remainder of the aggregate Merger Consideration offered.

Premium to Market Price. The Merger Consideration to be paid by Parent would provide Anaplan’s stockholders with the opportunity to receive a meaningful premium over the current market price of the shares of Anaplan common stock. The Anaplan Board reviewed the current and historical market prices with respect to the shares of Anaplan common stock, including the fact that Parent’s offer price of $66.00 per share constituted a premium of:

•

approximately 30% to $50.59, the closing price of Anaplan common stock on March 18, 2022, the last trading day preceding the day that the Merger Agreement was executed;