Questions and Answers

Why am I receiving these materials?

The Board of Directors is furnishing this Proxy Statement and form of proxy card to the holders of shares of Anaplan common stock in connection with the solicitation of proxies to be voted at the Special Meeting.

What am I being asked to vote on at the Special Meeting?

You are being asked to vote on the following proposals:

To adopt the Merger Agreement pursuant to which Merger Sub will merge with and into Anaplan, and Anaplan will become a wholly owned subsidiary of Parent;

To approve the adjournment of the Special Meeting to a later date or dates, 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

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.

When and where is the Special Meeting?

The Special Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/PLAN20225M at 8:00 a.m. Pacific Time on June 9, 2022.

Who is entitled to vote at the Special Meeting?

Stockholders as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting (and at any adjournment or postponement thereof). Each holder of shares of Anaplan common stock is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of common stock owned as of the Record Date.

What do I need to do to virtually attend the Special Meeting?

All stockholders as of the close of business on the Record Date are invited to virtually attend the Special Meeting. Admission will begin at 7:45 a.m. Pacific Time. You will be able to virtually attend our Special Meeting at www.virtualshareholdermeeting.com/PLAN20225M using the control number found on your proxy card or voting instruction form. You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting. Stockholders of record may vote in advance by proxy. If your shares are held beneficially in the name of a bank, broker-dealer, brokerage firm, trust, other similar organization, other holder of record or nominee (i.e., in street name), you may vote in advance by proxy or if you wish to be present virtually at the Special Meeting, you must obtain a legal proxy from your bank, broker-dealer, brokerage firm, trust, other similar organization or other holder of record or nominee. The meeting will begin promptly at 8:00 a.m. Pacific Time.

What is the proposed Merger and what effects will it have on Anaplan?

The proposed Merger is the acquisition of Anaplan by Parent. If the proposal to adopt the Merger Agreement is approved by stockholders and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into Anaplan, with Anaplan continuing as the Surviving Corporation. As a result of the Merger, Anaplan will become a wholly owned subsidiary of Parent, and our common stock will no longer be publicly traded and will be delisted from NYSE. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.

What will I receive if the Merger is completed?

Upon completion of the Merger, you will be entitled to receive the Merger Consideration of $66.00 for each share of Anaplan common stock that you own, unless you have properly exercised and not withdrawn your appraisal rights under the DGCL. For example, if you own one hundred (100) shares of common stock, you will receive $6,600.00 in cash in exchange for your shares of common stock, less any applicable withholding taxes and without interest.

How does the Merger Consideration compare to the market price of the common stock?

The relationship of the Merger Consideration of $66.00 to the trading price of the common stock constituted a premium of approximately forty-six percent (46%) to the volume weighted average price of Anaplan’s common stock for the five days ending March 18, 2022, the last trading day prior to the date on which Anaplan publicly announced that it had entered into the Merger Agreement.

What do I need to do now?

We encourage you to read this Proxy Statement, the annexes to this Proxy Statement and the documents that we refer to in this Proxy Statement carefully and consider how the Merger affects you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone, so that your shares can be voted at the Special Meeting, unless you wish to seek appraisal. If you hold your shares in “street name,” please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your shares. Please do not send your stock certificates with your proxy card.

Should I send in my stock certificates now?

No. After the Merger is completed, you will receive a letter of transmittal containing instructions for how to send your Anaplan stock certificates to the paying agent in order to receive the appropriate cash payment for the shares of common stock represented by your stock certificates. You should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled. Please do not send your stock certificates with your proxy card.

What happens if I sell or otherwise transfer my shares of common stock after the Record Date but before the Special Meeting?

The Record Date for the Special Meeting is earlier than both the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of Anaplan common stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies Anaplan in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares, but you

How does the Board of Directors recommend that I vote?

The Board of Directors, after considering the various factors described under the caption “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has 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.

What happens if the Merger is not completed?

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of Anaplan common stock. Instead, Anaplan will remain an independent public company, our common stock will continue to be listed and traded on NYSE and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.

What vote is required to adopt the Merger Agreement?

The affirmative vote of the holders of a majority of the outstanding shares of Anaplan common stock is required to adopt the Merger Agreement.

What vote is required to approve any proposal to adjourn 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 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?

Approval of the proposal to adjourn the Special Meeting requires the affirmative vote of a majority of the votes cast affirmatively or negatively on the subject matter. Approval, by non-binding, advisory vote, of compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger requires the affirmative vote of a majority of the votes cast on the subject matter.

Why am I being asked to cast a non-binding, advisory vote regarding compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger?

SEC rules require Anaplan to seek a non-binding, advisory vote regarding compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger.

What is the compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger for purposes of this advisory vote?

The compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger is certain compensation that is tied to or based on the Merger and payable to certain of Anaplan’s named executive officers. For further detail, see the section captioned “Proposal 3: Advisory, Non-Binding Vote on Merger-Related Executive Compensation Arrangements.”

What will happen if stockholders do not approve the compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger at the Special Meeting?

Approval of the compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger is not a condition to completion of the Merger. The vote with respect to the compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger is an advisory vote and will not be binding on Anaplan or Parent. If the Merger Agreement is adopted by the stockholders and the Merger is completed, the compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger will or may be paid to Anaplan’s named executive officers even if stockholders fail to approve such compensation.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this Proxy Statement and your proxy card have been sent directly to you by Anaplan.

How may I vote?

If you are a stockholder of record (that is, if your shares of Anaplan common stock are registered in your name with Computershare Trust Company, N.A., our transfer agent), there are four (4) ways to vote:

by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope;

by visiting the Internet at the address on your proxy card (www.proxyvote.com);

by calling toll-free (within the U.S. or Canada) the phone number on your proxy card (1-800-690-6903) and following the telephone prompts; or

by virtually attending the Special Meeting and submitting your vote through the online portal.

If my broker holds my shares in “street name,” will my broker vote my shares for me?

No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote of your shares. Without instructions, your shares will not be voted on such proposals, which will have the same effect as if you voted against adoption of the Merger Agreement, but will have no effect on the adjournment proposal or 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.

May I change my vote after I have mailed my signed proxy card?

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

signing another proxy card with a later date and returning it to us prior to the Special Meeting;

submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;

delivering a written notice of revocation to the Corporate Secretary; or

virtually attending the Special Meeting and submitting your vote via the online portal.

What is a proxy?

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of common stock is called a “proxy card.” Our Board of Directors has designated the Chief Executive Officer and the Chief Financial Officer, and each of them, with full power of substitution, as the proxy holders for the Special Meeting.

If a stockholder gives a proxy, how are the shares voted?

Regardless of the method you choose to vote, the proxy holders will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

Where can I find the voting results of the Special Meeting?

If available, Anaplan may announce preliminary voting results at the conclusion of the Special Meeting. Anaplan intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that Anaplan files with the SEC are publicly available when filed. See the section of this Proxy Statement captioned “Where You Can Find More Information.”

Will I be subject to U.S. federal income tax upon the exchange of common stock for cash pursuant to the Merger?

If you are a U.S. Holder (as defined under the caption “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”), the exchange of Anaplan common stock for cash pursuant to the Merger generally will result in you recognizing gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash you received pursuant to the Merger and your adjusted tax basis in the shares of common stock surrendered pursuant to the Merger.

What will the holders of Anaplan stock options and restricted stock units receive in the Merger?

Each outstanding Company Stock Option to purchase shares of common stock that is outstanding as of the Effective Time, whether or not vested or exercisable, including any Company Stock Options that become vested immediately prior to the Effective Time, and each Company Stock Option that would have vested according to its terms on the date of the Merger agreement, on or prior to January 31, 2023, will be cancelled and converted into the right to receive an amount in cash (less all applicable deductions and withholdings required by law) equal to the product of (1) the excess, if any, by which the Merger Consideration exceeds the exercise price per share of common stock underlying such stock option; and (2) the total number of shares of common stock subject to such option. The cash right with respect to each Unvested Company Stock Option will be subject to the same continuous service-based vesting requirement that otherwise applied to the Unvested Company Stock Option. Each Company Stock Option with an exercise price per share equal to or greater than the Merger Consideration per share will be cancelled without consideration at the Effective Time.

When do you expect the Merger to be completed?

We are working toward completing the Merger as quickly as possible and currently expect to complete the Merger in the first half of 2022. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of our control.

Am I entitled to appraisal rights under the DGCL?

If the Merger is completed, Anaplan stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262. This means that stockholders are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court, so long as they comply with the procedures established by Section 262. Due to the complexity of the appraisal process, Anaplan stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights. The DGCL requirements for exercising appraisal rights are described in additional detail in this Proxy Statement, and the relevant section of the DGCL regarding appraisal rights is reproduced in Annex D to this Proxy Statement.

Do any of Anaplan’s directors or officers have interests in the Merger that may differ from those of Anaplan stockholders generally?

Yes. In considering the recommendation of the Board of Directors with respect to the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of Anaplan stockholders generally. In (i) evaluating and negotiating the Merger Agreement; (ii) approving the Merger Agreement and the Merger; and (iii) recommending that the Merger Agreement be adopted by stockholders, the Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this Proxy Statement captioned “The Merger—Interests of Anaplan’s Directors and Executive Officers in the Merger.”

Who can help answer my questions?

If you have any questions concerning the Merger, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement, or need help voting your shares of Anaplan common stock, please contact our Proxy Solicitor: