Opinion of Qatalyst Partners, Financial Advisor to Anaplan

The Anaplan Board selected Goldman Sachs as one of its financial advisors because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated February 24, 2022, Anaplan engaged Goldman Sachs to act as one of its financial advisors in connection with the Merger. The engagement letter between Anaplan and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $56 million, $3 million of which became payable upon the presentation by Goldman Sachs to the Anaplan Board of the final results of the study Goldman Sachs undertook to determine whether it was able to render a fairness opinion in connection with the Merger Consideration and the delivery of its opinion, and the remainder of which is contingent upon the consummation of the Merger. In addition, Anaplan has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Opinion of Qatalyst Partners, Financial Advisor to Anaplan

Anaplan retained Qatalyst Partners to act as one of its financial advisors in connection with a potential transaction such as the Merger and to evaluate whether the Merger Consideration 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. Anaplan selected Qatalyst Partners to act as Anaplan’s financial advisor based on Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of Anaplan and the industry in which it operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this Proxy Statement. At the meeting of the Anaplan Board on March 20, 2022, Qatalyst Partners rendered to the Anaplan Board its oral opinion, subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration 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. Qatalyst Partners delivered its written opinion, dated March 20, 2022, to the Anaplan Board following the meeting of the Anaplan Board.

The full text of Qatalyst Partners’ written opinion, dated March 20, 2022, is attached hereto as Annex C and is incorporated by reference herein. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. The holders of Anaplan common stock should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Anaplan Board and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the Merger Consideration 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), to such holders, and it does not address any other aspect of the Merger. It does not constitute a recommendation as to how any holder of shares of Anaplan common stock should vote with respect to the Merger or any other matter and does not in any manner address the price at which Anaplan common stock will trade or otherwise be transferable at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this Proxy Statement as Annex C.

In arriving at its opinion, Qatalyst Partners reviewed a draft of the Merger Agreement, certain related documents and certain publicly available financial statements and other business and financial information of Anaplan. Qatalyst Partners also reviewed the Financial Projections prepared by the management of Anaplan described in the section below captioned “—Projected Financial Information.” Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of Anaplan with senior management of Anaplan. Qatalyst Partners also reviewed the historical market prices and trading activity for Anaplan common stock and compared the financial performance of Anaplan and the prices and trading activity

of Anaplan common stock with that of certain other selected publicly traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by Anaplan. With respect to the Financial Projections, Qatalyst Partners was advised by the management of Anaplan, and Qatalyst Partners assumed based on discussions with the management and board of Anaplan, that the Financial Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Anaplan of the future financial performance of Anaplan and other matters covered thereby. Qatalyst Partners assumed that the terms of the draft Merger Agreement reviewed by Qatalyst Partners would not differ materially from the final executed Merger Agreement, and that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the Merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on Anaplan or the contemplated benefits expected to be derived in the Merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Anaplan or its affiliates, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of the management of Anaplan as to the existing and future technology and products of Anaplan and the risks associated with such technology and products. Qatalyst Partners’ opinion has been approved by its opinion committee in accordance with its customary practice.

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not assumed any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of Anaplan to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to Anaplan. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the Merger Consideration 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), and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of Anaplan or any of its affiliates, or any class of such persons, relative to such consideration.

The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated March 20, 2022. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized both the Financial Projections, described in the section below captioned “The Merger—Certain Financial Projections”, and third-party research analyst consensus estimates as of March 18, 2022 (which are referred to as the “street case”). Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

Illustrative Discounted Cash Flow Analysis

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for Anaplan common stock as of January 31, 2022 (which is the end of Anaplan’s most recent completed fiscal quarter and most recent balance sheet date) by:

•

adding:

(a)

the implied net present value of the estimated future unlevered free cash flows (which are referred to as the “UFCF”) of Anaplan, based on the Financial Projections for the fiscal year ending January 31, 2023 through fiscal year 2031 (which implied present value was calculated using a range of discount rates of 11.5% to 15.0%, based on an estimated weighted average cost of capital for Anaplan);

(b)

the implied net present value of a corresponding terminal value of Anaplan, calculated by multiplying Anaplan’s estimated UFCF of approximately $1.3 billion in fiscal year 2032, based on the Financial Projections (assuming a long-term cash tax rate of 18.5%, as provided by Anaplan management), by a range of fully diluted enterprise value to next-twelve-months’ estimated UFCF multiples of 17.5x to 30.0x (which were chosen based on Qatalyst Partners’ professional judgment and experience), and discounted to present value using the same range of discount rates used in item (a) above;

(c)

the cash and cash equivalents of Anaplan as of January 31, 2022, as reported in the press release reporting its financial results for the fiscal year ended January 31, 2022 (which was attached to the Current Report on Form 8-K filed March 2, 2022); and

(d)

the implied net present value of estimated federal tax savings due to its net operating losses for the fiscal years 2032 and beyond, discounted to present value using the same range of discount rates used in item (a) above; and

•

subtracting:

(a)

the value of Anaplan’s finance leases, as of January 31, 2022, as provided by Anaplan management; and

•

dividing the resulting amount by the number of fully diluted shares of Anaplan common stock outstanding (calculated utilizing the treasury stock method, which takes into account outstanding stock options, restricted stock units and performance share units, all as provided by Anaplan management) as of March 18, 2022, with each of the above-referenced estimated future UFCFs, terminal value and federal tax savings due to net operating losses for the fiscal years 2032 and beyond having also been adjusted for the degree of estimated dilution to current stockholders through each respective applicable period (approximately 2.0% to 4.6% annually throughout the projection period) due to the estimated net effects of equity issuances and cancellations related to future equity compensation, based on estimates of future dilution provided by Anaplan management.

Based on the calculations set forth above, this analysis implied a range of values for Anaplan common stock of approximately $40.62 to $78.98 per share.

Illustrative Selected Companies Analysis

Qatalyst Partners reviewed and compared selected financial information and public market multiples for Anaplan with publicly available financial information and public market multiples for selected companies. The companies used in this comparison were those companies listed below, which were selected by Qatalyst Partners in its professional judgment, based on factors including that they are publicly traded companies in similar lines of business to Anaplan, have a similar business model, have similar financial performance or have other relevant or similar characteristics.

Based upon third-party research analyst consensus estimates as of March 18, 2022 and using the closing prices as of March 18, 2022 for shares of the selected companies, Qatalyst Partners calculated, among other things, the fully-diluted enterprise value divided by the estimated consensus revenue for the calendar year 2022 (which are referred to as the “CY2022E revenue multiples”), for each of the selected companies, as shown below:

Selected Companies		CY2022E Revenue Multiple
Qualtrics, LLC			13.5x
Workiva Inc.			11.1x
Coupa Software Incorporated			10.4x
Five9 Inc.			10.3x
Avalara, Inc.			9.3x
BlackLine, Inc.			9.2x
Smartsheet Inc.			9.0x
Zendesk, Inc.			8.7x
DocuSign, Inc.			8.1x
RingCentral, Inc.			6.6x

Based on an analysis of the CY2022E revenue multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 7.0x to 13.0x.

Qatalyst Partners then applied this range to Anaplan’s estimated revenue for calendar year 2022, based on the Financial Projections and based on the street case. Based on the fully diluted shares of Anaplan common stock outstanding as of March 18, 2022 (calculated utilizing the treasury stock method), this analysis implied (a) a range of values for Anaplan common stock of approximately $35.40 to $64.00 per share based on the Financial Projections for calendar year 2022 and (b) a range of values for Anaplan common stock of approximately $34.22 to $61.81 per share based on the street case for calendar year 2022.

No company included in the selected companies analysis is identical to Anaplan. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of Anaplan, such as the impact of competition on Anaplan’s business or the industry in general, industry growth and the absence of any material adverse change in Anaplan’s financial condition and prospects or the industry or in the financial markets in general. Individual multiples or mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

Illustrative Selected Transactions Analysis

Qatalyst Partners compared twenty-three selected public company transactions, including transactions involving companies participating in similar lines of business to Anaplan or with similar business models, similar financial performance or other relevant or similar characteristics.

For each of the selected transactions listed below, Qatalyst Partners reviewed, among other things, (a) the implied fully diluted enterprise value of the target company as a multiple of last-twelve-months’ revenue of the target company (which are referred to as the “LTM revenue multiples”) and (b) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months’ revenue of the target company (which are referred to as the “NTM revenue multiples”).

Announcement Date

Target

Acquirer

LTM Revenue Multiple

NTM Revenue Multiple

12/01/20

Slack Technologies, Inc.

Salesforce.com, inc.

37.4x

29.0x

03/20/18

MuleSoft, Inc.

Salesforce.com, inc.

21.8x

15.7x

Announcement Date

Target

Acquirer

LTM Revenue Multiple

NTM Revenue Multiple

10/15/18

SendGrid, Inc.

Twilio Inc.

14.3x

11.5x

07/26/21

Medallia, Inc.

Thoma Bravo, L.P.

13.0x

10.8x

04/26/21

Proofpoint Inc.

Thoma Bravo, L.P.

10.8x

9.4x

07/28/16

NetSuite Inc.

Oracle Corporation

11.8x

9.1x

06/01/16

Demandware, Inc.

salesforce.com, inc.

11.2x

8.9x

03/08/21

Pluralsight, Inc.

Vista Equity Partners Management, LLC

9.8x

8.4x

02/04/19

The Ultimate Software Group, Inc.

Investors Group Inc.

10.0x

8.4x

01/29/18

Callidus Software Inc.

SAP SE

9.8x

8.3x

12/21/20

RealPage, Inc.

Thoma Bravo, L.P.

9.1x

8.2x

12/17/17

Aconex Limited

Oracle Corporation

9.4x

8.1x

06/12/19

Medidata Solutions, Inc.

Dassault Systèmes SE

8.8x

7.5x

03/10/21

Talend S.A.

Thoma Bravo, L.P.

8.5x

7.4x

11/11/18

Apptio Inc.

Vista Equity Partners Management, LLC

8.1x

7.0x

12/24/18

Mindbody, Inc.

Vista Equity Partners Management, LLC

7.8x

6.7x

04/18/16

Cvent, Inc.

Vista Equity Partners Management, LLC

8.0x

6.5x

12/04/19

Instructure Holdings, Inc.

Thoma Bravo, L.P.

7.7x

6.5x

08/01/16

Fleetmatics Group PLC

Verizon Communications Inc.

7.6x

6.3x

05/31/16

Marketo, Inc.

Vista Equity Partners Management, LLC

7.5x

5.9x

12/01/21

Blue Prism Group PLC

SS&C Technologies Holdings, Inc.

7.2x

5.8x

11/11/18

athenahealth, Inc.

Veritas Capital Fund Management, L.L.C. & Evergreen Coast Capital Corp.

4.3x

3.9x

05/18/16

inContact, Inc.

NICE Ltd.

4.2x

3.6x

Based on the analysis of the LTM revenue multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 9.0x to 20.0x then applied this range to Anaplan’s last-twelve months’ revenue (calculated as the four quarters ended on January 31, 2022). Based on the fully diluted shares of Anaplan common stock outstanding as of March 18, 2022 (calculated utilizing the treasury stock method), this analysis implied a range of values for Anaplan common stock of approximately $34.90 to $75.05 per share.

Based on the analysis of the NTM revenue multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 8.0x to 15.0x then applied this range to Anaplan’s estimated next-twelve-months’ revenue (calculated as the four quarters ending on January 31, 2022) based on the street case. Based on the fully diluted shares of Anaplan common stock outstanding as of March 18, 2022 (calculated utilizing the treasury stock method), this analysis implied a range of values for Anaplan common stock of approximately $38.83 to $71.00 per share.

No company or transaction utilized in the selected transactions analysis is identical to Anaplan or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Anaplan’s control, such as the impact of competition on Anaplan’s business or the industry generally, industry growth and the absence of any material adverse change in Anaplan’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or

mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected transactional data. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautioned against placing undue reliance on this information.

Miscellaneous

In connection with the review of the Merger by the Anaplan Board, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of Anaplan. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Anaplan. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the Merger Consideration 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), to such holders. These analyses do not purport to be appraisals or to reflect the price at which Anaplan common stock might actually trade or otherwise be transferable at any time.

Qatalyst Partners’ opinion and its presentation to the Anaplan Board was one of many factors considered by the Anaplan Board in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Anaplan Board with respect to the Merger Consideration 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) or of whether the Anaplan Board would have been willing to agree to different consideration. The Merger Consideration payable in the Merger was determined through arm’s-length negotiations between Anaplan and Thoma Bravo and was approved by the Anaplan Board. Qatalyst Partners provided advice to Anaplan during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to Anaplan or that any specific consideration constituted the only appropriate consideration for the Merger.

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of Anaplan, Parent or certain of their respective affiliates. During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and Anaplan or Parent pursuant to which compensation was received by Qatalyst Partners or its affiliates; however, Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to Anaplan or Parent and their respective affiliates for which Qatalyst Partners would expect to receive compensation.

Under the terms of its engagement letter, Qatalyst Partners provided Anaplan with financial advisory services in connection with the Merger for which it will be paid an amount currently estimated at approximately $56 million, $150,000 of which was payable upon the execution of the engagement letter and $3 million of which was payable upon delivery of its opinion (regardless of the conclusion reached in the

opinion), and the remaining portion of which will be paid upon, and subject to, consummation of the Merger. Anaplan has also agreed to reimburse Qatalyst Partners for its expenses incurred in performing its services. Anaplan has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

Certain Financial Projections

Anaplan’s senior management does not as a matter of course issue public financial projections as to future performance or earnings beyond the then current fiscal year or issue public financial projections for extended periods due to the unpredictability of the underlying assumptions and estimates. However, in connection with its strategic review process, including, without limitation, its evaluation of the Merger Agreement and the transactions contemplated thereby as described in this Proxy Statement, on March 6, 2022 Anaplan’s senior management prepared the Financial Projections set forth below (as defined in the section of this Proxy Statement captioned “The Merger—Background of the Merger”), which were provided to each of Goldman Sachs and Qatalyst Partners in connection with their respective fairness opinions. Anaplan approved the use of the Financial Projections by each of Goldman Sachs and Qatalyst Partners in performing their respective financial analyses. To give Anaplan stockholders access to certain non-public information that was available to the Anaplan Board at the time of the evaluation of the Merger and the Merger Agreement, Anaplan’s senior management has included these projections below, subject to the following qualifications and cautionary statements.

Anaplan management prepared the Financial Projections set forth below and delivered to the Anaplan Board, Goldman Sachs and Qatalyst Partners based on historical financial statements as well as a series of assumptions and estimates related to future results that it believed to be reasonable at the time, including assumptions and estimates relating to revenue growth, gross margin percentages, selling, general and administrative expenses, capital expenditures and related depreciation and amortization, and other relevant factors relating to Anaplan’s long-range operating plan, as well as how certain of these assumptions and estimates may change over time. The foregoing is a summary of certain key assumptions and estimates and does not purport to be a comprehensive overview of all assumptions and estimates reflected in the Financial Projections prepared by Anaplan’s senior management.

In addition to the Financial Projections set forth below, Anaplan management also prepared 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. While Anaplan management reviewed such alternative sets of projections with the Anaplan Board in order to assist the Anaplan Board in assessing a range of possible outcomes should Anaplan remain an independent company, the Anaplan Board and management ultimately concluded that of the three sets of financial projections, the Financial Projections set forth below were based on the most reasonable series of assumptions and estimates related to future results and were the most reliable representation of future operating results, subject to the qualifications described herein. The Anaplan Board then directed Goldman Sachs and Qatalyst Partners to use such Financial Projections set forth below in connection with preparing their respective fairness opinions. Neither Goldman Sachs nor Qatalyst Partners used or relied upon the alternative sets of projections in connection with preparing their respective fairness opinions.

The Financial Projections set forth below, while presented with numerical specificity, necessarily were based on numerous assumptions and estimates that are inherently uncertain. Because the Financial Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. In addition, the Financial Projections would be affected by Anaplan’s ability to achieve strategic goals, objectives and targets over the applicable periods. The assumptions upon which the Financial Projections were based necessarily involve subjective judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, all of which are difficult or impossible to predict

accurately and many of which are beyond Anaplan’s control. The Financial Projections also reflect assumptions as to certain business decisions that are subject to change. As such, there can be no assurance that the Financial Projections will be realized or that actual results will not be significantly higher or lower than those forecasted. The inclusion of the Financial Projections in this Proxy Statement should not be regarded as an indication that Anaplan, the Anaplan Board, Goldman Sachs, Qatalyst Partners, any of their respective affiliates, or any other recipient of this information considered, or now considers, such projections to be a reliable prediction of future results or any actual future events, and this information should not be relied upon as such. The inclusion of the Financial Projections herein should not be deemed an admission or representation by Anaplan that they are viewed by Anaplan as material information of Anaplan. No representation is made by Anaplan or any other person to any Anaplan stockholder regarding the Financial Projections or the ultimate performance of Anaplan compared to such information.

The Financial Projections did not give effect to any changes or expenses as a result of the Merger Agreement, the Merger or other transactions contemplated by the Merger Agreement, or any other effects of such matters. The Financial Projections were prepared solely for internal use and were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. generally accepted accounting principles. No independent registered public accounting firm, has examined, compiled, nor performed any procedures with respect to the Financial Projections.

The Financial Projections are not being included in this document to influence the decision of Anaplan stockholders whether to vote in favor of adoption of the Merger Agreement, but rather because such Financial Projections, or portions of such Financial Projections, were provided to the Anaplan Board, Goldman Sachs and Qatalyst Partners. The information from the Financial Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Anaplan contained in Anaplan’s public filings with the SEC.

All financial projections are forward-looking statements. These and other forward-looking statements are expressly qualified in their entirety by the risks and uncertainties identified above and the cautionary statements contained in Anaplan’s most recent Annual Report on Form 10-K. Please refer to discussion entitled “Forward-Looking Statements” on page 22.

As indicated above, Anaplan’s future financial results may materially differ from those expressed in the Financial Projections due to factors that are beyond management’s ability to control or predict. Anaplan cannot assure that any of the Financial Projections will be realized or that its future financial results will not materially vary from the Financial Projections. The Financial Projections do not take into account any circumstances or events occurring after the date they were prepared and have not been updated since their respective dates of preparation. They should not be utilized as public guidance and will not be provided in the ordinary course of Anaplan’s business in the future.

In light of the foregoing factors and the uncertainties inherent in the Financial Projections, Anaplan stockholders are cautioned not to place undue, if any, reliance on the Financial Projections included in this Proxy Statement, including in making a decision as to whether to vote in favor of adoption of the Merger Agreement.

Anaplan’s management developed the Financial Projections. Anaplan’s management directed each of Goldman Sachs and Qatalyst Partners to use the Financial Projections for purposes of performing its financial analyses in connection with rendering their respective fairness opinions for presentation to the Anaplan Board on March 20, 2022, as described in more detail above. The following is a summary of the Financial Projections presented to the Anaplan Board:

($ in millions)

Fiscal Year*		FY 23E				FY 24E				FY 25E				FY 26E				FY 27E				FY 28E				FY 29E				FY 30E				FY 31E				FY 32E
Revenue		$	773			$	1,019			$	1,343			$	1,771			$	2,335			$	3,036			$	3,795			$	4,553			$	5,237			$	5,760
% YoY Growth			31	%			32	%			32	%			32	%			32	%			30	%			25	%			20	%			15	%			10	%
Non-GAAP Operating Income(1)		($	9	)		($	1	)		$	107			$	229			$	411			$	607			$	825			$	1,070			$	1,322			$	1,555
% Margin			(1	%)			(0	%)			8	%			13	%			18	%			20	%			22	%			24	%			25	%			27	%
Unlevered Free Cash Flow(1) (2)		$	23			$	38			$	123			$	251			$	434			$	668			$	892			$	1,094			$	1,290			$	1,253
% Margin			3	%			4	%			9	%			14	%			19	%			22	%			24	%			24	%			25	%			22	%
Unlevered Free Cash Flow (Less Stock Based Compensation and Excluding Cash Tax Savings from NOLs)3		($	170	)		($	187	)		($	159	)		($	103	)		($	10	)		$	145			$	293			$	441			$	590			$	759
% Margin			(22	%)			(18	%)			(12	%)			(6	%)			(0	%)			5	%			8	%			10	%			11	%			13	%

*	Anaplan’s fiscal year ends January 31.

(1)

“Non-GAAP Operating Income” is defined as total revenue less cost of goods sold and operating expenses, excluding the impact of stock-based compensation, employer payroll tax expense related to employee stock plans, business combination and other related costs, and amortization of acquired intangibles.

(2)

Unlevered free cash flow is calculated as non-GAAP operating income (loss), subtracting the impact of cash taxes, and adding or subtracting (as applicable) the net impact of depreciation and amortization, amortization of deferred commissions, changes in net working capital, capitalization of research and development costs, and capital expenditures. Through FY 31E, unlevered free cash flow reflecting cash tax savings from federal net operating losses was used by Qatalyst Partners in performing its financial analyses in connection with its opinion as described in more detail in the section above captioned “Opinion of Qatalyst Partners, Financial Advisor to Anaplan.”

(3)

Unlevered free cash flow (less stock-based compensation and excluding cash tax savings from NOLs) is calculated as non-GAAP operating income (loss), subtracting the impact of taxes excluding the impact of cash tax savings from NOLs and stock-based compensation expense, and adding or subtracting (as applicable) the net impact of depreciation and amortization, amortization of deferred commissions, capitalization of deferred commissions, changes in net working capital, change in deferred revenue, capitalization of research and development costs, and capital expenditures. Unlevered free cash flow less stock-based compensation and excluding cash tax savings from federal net operating losses was used by Goldman Sachs in performing its financial analyses in connection with its opinion as described in more detail in the section above captioned “Opinion of Goldman Sachs, Financial Advisor to Anaplan.”

BY INCLUDING IN THIS PROXY STATEMENT A SUMMARY OF THE FINANCIAL PROJECTIONS, ANAPLAN UNDERTAKES NO OBLIGATIONS TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL