The Merger Consideration as a premium to the closing price of Anaplan common stock on…

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the Merger Consideration as a premium to the closing price of Anaplan common stock on March 8, 2022, the initial bid date;

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the Merger Consideration as a premium to the intraday price of Anaplan common stock immediately prior to the first report of a potential activist investor stockholding in Anaplan on February 24, 2022;

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the Merger Consideration as a premium to the closing price of Anaplan Common Stock on March 17, 2022, the date that Sachem Head and Corvex filed their respective Schedule 13D for Anaplan common stock;

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the Merger Consideration as a premium to the price of Anaplan common stock immediately prior to the filing of Anaplan’s financial results for the fiscal quarter and full fiscal year ended January 31, 2022 on March 2, 2022;

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the Merger Consideration as a premium to the volume weighted average prices of Anaplan common stock over the ten-day period ended March 18, 2022;

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the Merger Consideration as a premium to the volume weighted average prices (“VWAP”) of Anaplan common stock over the thirty-day period ended March 18, 2022;

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the Merger Consideration as a premium to the highest closing price of Anaplan common stock achieved during the 52-week period ended on March 18, 2022;

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the Merger Consideration as a premium to the lowest closing price of Anaplan common stock achieved during the 52-week period ended on March 18, 2022;

The results of these analyses are summarized as follows:

Premium to
Current Price			30	%
Initial Bid Date Price			47	%
Pre-Activist Rumors Price			52	%
Pre-Schedule 13D Filings Price			40	%
Pre-Earnings Price			41	%
10-Day VWAP			44	%
30-Day VWAP			42	%
52-Week High			(3	)%
52-Week Low			62	%

Illustrative Discounted Cash Flow Analysis

Using the Financial Projections, Goldman Sachs performed an illustrative discounted cash flow analysis of Anaplan to derive a range of illustrative present values per share of Anaplan common stock. Using the mid-year convention for cash flows and discount rates ranging from 11.0% to 13.0%, reflecting estimates of Anaplan’s weighted average cost of capital, Goldman Sachs discounted to present value as of January 31, 2022 (i) estimates of unlevered free cash flow for Anaplan, as reflected in the Financial Projections and referred to as “Unlevered Free Cash Flow (Less Stock Based Compensation and Excluding Cash Tax Savings from NOLs)” in the section of this Proxy Statement captioned “The Merger—Certain Financial Projections,” for the years 2023 through 2032 and (ii) a range of illustrative terminal values for Anaplan, which were calculated by applying an illustrative range of terminal year multiples ranging from 30.0x to 40.0x, to an estimated terminal year next twelve months, or “NTM,” unlevered free cash flow to be generated by Anaplan, as provided by management of Anaplan and approved for Goldman Sachs’ use by management of Anaplan. Based on the foregoing, Goldman Sachs also calculated implied terminal value to NTM revenue multiples which ranged from 4.1x to 5.4x. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, or the “CAPM”, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate

and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of terminal year multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account current enterprise value to unlevered free cash flow multiples of certain selected scaled software companies, as described below in the section captioned “—Selected Public Company Comparables”.

Goldman Sachs derived a range of illustrative enterprise values for Anaplan by adding the ranges of present values it derived as described above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Anaplan the net debt of Anaplan as of January 31, 2022 and added the net present value of cash tax savings from federal net operating losses, as provided by the management of Anaplan and approved for Goldman Sachs’ use by management of Anaplan, to derive a range of illustrative equity values for Anaplan. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Anaplan, as provided by the management of Anaplan and approved for Goldman Sachs’ use by management of Anaplan, calculated using the treasury stock method, to derive a range of illustrative present values per share of Anaplan common stock ranging from $52.00 to $80.71.

Illustrative Present Value of Future Share Price Analysis

Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Anaplan common stock, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of such company’s estimated future NTM revenue and assumed one-year forward enterprise value to revenue multiples. For this analysis, Goldman Sachs used the Financial Projections for each of the fiscal years 2024 through 2026. Goldman Sachs first calculated the implied enterprise values for Anaplan as of January 31 for each of the years 2023 to 2025 by applying enterprise value to NTM revenue multiples of 8.0x to 12.0x to revenue estimates contained in the Financial Projections for each of the fiscal years 2024 to 2026. These illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical enterprise value to NTM revenue multiples for Anaplan and certain selected growth software companies, as described in the section below captioned “—Selected Public Company Comparables.” Goldman Sachs then subtracted the amount of Anaplan’s forecasted net debt (defined as gross financial debt less cash) as of January 31, 2023 to 2025, each as provided by the management of Anaplan and approved for Goldman Sachs’ use by the management of Anaplan, from the range of implied enterprise values to derive a range of illustrative equity values for Anaplan as of January 31 of each of the years 2023 to 2025. Goldman Sachs then divided the results by the number of projected fully diluted shares of Anaplan common stock, calculated using the treasury stock method, as of January 31 of each of the years 2023 to 2025, respectively, as provided by the management of Anaplan and approved for Goldman Sachs’ use by the management of Anaplan, to derive a range of implied future equity values per share. Goldman Sachs then discounted these implied equity values per share back to January 31, 2022 using an illustrative discount rate of 11.8% to derive implied present values of future shares prices as of January 31, 2022. The illustrative discount rate of 11.8% reflected an estimate of Anaplan’s cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share of Anaplan common stock of $46.14 to $87.94.

Selected Transactions Analysis

Goldman Sachs analyzed certain publicly available information relating to the following selected transactions in the software industry announced between 2016 and 2021. For each of the selected transactions, Goldman Sachs calculated the estimated transaction enterprise value, which is (x) the announced per share consideration paid or payable in the applicable transaction multiplied by the number of fully diluted outstanding shares of the target company plus (y) the net debt of the target company, in each case based on data obtained from public filings. Goldman Sachs then calculated and compared the estimated transaction enterprise value (x) as a multiple of the target’s estimated NTM revenue from the announcement date of the transaction (which

we refer to as the “NTM revenue multiple”) and (y) as a growth-adjusted multiple of the target’s estimated NTM revenue from the announcement date of the transaction (which we refer to as the “growth-adjusted NTM revenue multiple”), in each case based on Institutional Broker’s Estimate System consensus estimates and Wall Street Research.

Announcement Date		Acquirer		Target		NTM Revenue Multiple
April 2016		Vista Equity Partners Management, LLC		Cvent, Inc.		6.5x
May 2016		Vista Equity Partners Management, LLC		Marketo, Inc.		5.9x
June 2016		salesforce.com, inc.		Demandware, Inc.		8.9x
June 2016		Thoma Bravo, L.P.		Qlik Technologies Inc.		3.6x
July 2016		Oracle Corporation		NetSuite Inc.		9.1x
December 2017		Oracle Corporation		Aconex Limited		8.1x
January 2018		SAP SE		Callidus Software Inc.		8.3x
March 2018		salesforce.com, inc.		MuleSoft, Inc.		15.7x
October 2018		Twilio Inc.		SendGrid, Inc.		11.5x
November 2018		Vista Equity Partners Management, LLC		Apptio Inc.		7.0x
November 2018		Veritas Capital Fund Management, L.L.C. & Evergreen Coast Capital Corp.		athenahealth, Inc.		3.9x
February 2019		Hellman & Friedman LLC		The Ultimate Software Group, Inc.		8.4x
December 2019		Thoma Bravo, L.P.		Instructure Holdings, Inc.		6.5x
December 2020		salesforce.com, inc.		Slack Technologies, Inc.		28.4x
December 2020		Thoma Bravo, L.P.		RealPage, Inc.		8.2x
March 2021		Thoma Bravo, L.P.		Talend S.A.		7.4x
April 2021		Microsoft Corporation		Nuance Communications, Inc.		14.2x
April 2021		Thoma Bravo, L.P.		Proofpoint Inc.		9.4x
July 2021		Thoma Bravo, L.P.		Medallia, Inc.		10.8x
December 2021		SS&C Technologies Holdings, Inc.		Blue Prism Group PLC		5.8x

While none of the selected transactions or companies that participated in the selected transactions are directly comparable to the Merger or Anaplan, the companies that participated in the selected transactions are companies with operations, results, market sizes and product profiles that, for the purposes of analysis, may be considered similar to certain of those of Anaplan.

The foregoing analysis indicated an overall median NTM revenue multiple for the selected transactions of 8.2x, a median NTM revenue multiple for the selected transactions involving a strategic acquirer of 9.1x and a median NTM revenue multiple for the selected transactions involving a financial acquirer of 7.0x. Using this analysis and its professional judgment and experience, Goldman Sachs applied a reference range of illustrative NTM revenue multiples of 8.0x to 12.0x to the next twelve months revenue of Anaplan reflected in the Financial Projections to derive a range of implied enterprise values for Anaplan. Goldman Sachs then subtracted from the range of implied enterprise values the net debt for Anaplan as of January 31, 2022, as provided by the management of Anaplan and approved for Goldman Sachs’ use by management of Anaplan, to derive a range of illustrative equity values for Anaplan. Goldman Sachs divided the results by the number of fully diluted

outstanding shares of Anaplan common stock, calculated using the treasury stock method, as provided by the management of Anaplan and approved for Goldman Sachs’ use by management of Anaplan, to derive a range of implied values per share of Anaplan common stock, rounded to the nearest dollar, of $42 to $62.

Premia Paid Analysis

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for 142 all-cash acquisition transactions announced from 2012 through February 2022, involving a public technology, media or telecommunication company based in the United States as the target where the disclosed enterprise value for the transaction was greater than $1 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premia of the price paid in the transactions relative to the target’s last closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 28% across the period. This analysis also indicated a 25th percentile premium of 18% and 75th percentile premium of 44% across the period. Using this analysis and its professional judgment and experience, Goldman Sachs applied a reference range of illustrative premia of 18% to 44% to the undisturbed closing price per share of Anaplan common stock of $50.59 as of March 18, 2022 and calculated a range of implied equity values per share of Anaplan common stock, rounded to the nearest dollar, of $60 to $73.

Selected Public Company Comparables

Goldman Sachs reviewed and compared certain financial and stock market information for the following high-growth publicly traded corporations in the software industry, which are collectively referred to as the “selected growth software companies”:

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Bill.com Holdings, Inc.

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Okta, Inc.

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Workiva Inc.

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Coupa Software Incorporated

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Avalara, Inc.

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BlackLine, Inc.

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Smartsheet Inc.

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DocuSign, Inc.

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Twilio Inc.

Goldman Sachs also reviewed and compared certain financial and stock market information for the following publicly traded corporations in the mature software industry, which are collectively referred to as the “selected scaled software companies”:

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Workday, Inc.

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ServiceNow, Inc.

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Intuit Inc.

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Palo Alto Networks, Inc.

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Microsoft Corporation

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Salesforce, Inc.

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Adobe Inc.

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Autodesk, Inc.

The selected growth software companies and the selected scaled software companies are collectively referred to as the “comparable companies.” Although none of the comparable companies is directly comparable to Anaplan, the companies included were chosen because they are publicly traded companies in the growth software industry and scaled software industry, respectively, with operations that for purposes of analysis may be considered similar to certain operations of Anaplan.

Goldman Sachs calculated and compared (i) the enterprise value as of March 18, 2022 as a multiple of revenue for Anaplan and the selected growth software companies for calendar year 2022 and (ii) the enterprise value as of March 18, 2022 as a multiple of unlevered free cash flows for calendar year 2022, in each case based on financial and trading data as of March 18, 2022 and information from Wall Street Research, publicly available historical and market data and IBES estimates.

The results of this analysis are summarized as follows:

Selected Growth Software Companies		NTM Revenue Multiples
Bill.com Holdings, Inc.			32.3x
Okta, Inc.			15.9x
Workiva Inc.			10.7x
Coupa Software Incorporated			10.0x
Avalara, Inc.			9.0x
BlackLine, Inc.			8.9x
Smartsheet Inc.			8.5x
DocuSign, Inc.			7.9x
Twilio Inc.			6.4x
Anaplan (based on Wall Street Research and publicly available information)			10.1x

Selected Scaled Software Companies		Enterprise Value / Unlevered Free Cash Flow Multiples
Workday, Inc.			54.4x
ServiceNow, Inc.			47.2x
Intuit Inc.			42.5x
Palo Alto Networks, Inc.			40.4x
Microsoft Corporation			32.8x
Salesforce, Inc.			31.7x
Adobe Inc.			30.6x
Autodesk, Inc.			21.7x

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Anaplan or the Merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Anaplan Board as to the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of Anaplan common stock of the $66.00 in cash per share of Anaplan common stock to be paid to such

holders pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Anaplan, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The Merger Consideration was determined through arm’s-length negotiations between Anaplan and Parent and was approved by the Anaplan Board. Goldman Sachs provided advice to Anaplan during these negotiations. Goldman Sachs did not, however, recommend any specific merger consideration to Anaplan or the Anaplan Board or that any specific merger consideration constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Anaplan Board was one of many factors taken into consideration by the Anaplan Board in making its determination to approve the Merger. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other Anaplan, Parent, any of their respective affiliates and third parties, including Corvex and Sachem Head, each of which is a significant stockholder of Anaplan (the “Significant Stockholders”), and Thoma Bravo, which is an affiliate of a significant equityholder of Parent, and any of their respective affiliates and, as applicable, portfolio companies, or any currency or commodity that may be involved in the Merger.

Goldman Sachs acted as financial advisor to Anaplan in connection with, and participated in certain of the negotiations leading to, the Merger. During the two year period ended March 10, 2022, the Investment Banking Division of Goldman Sachs has not been engaged by Anaplan or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation.

Goldman Sachs has also provided certain financial advisory and/or underwriting services to Thoma Bravo and/or its affiliates and portfolio companies from time to time for which its Investment Banking Division has received, and may receive, compensation, including having acted as bookrunner with respect to the initial public offering of McAfee Corp. (“McAfee”), a portfolio company of Thoma Bravo, of 23,000,000 shares of its Class A common stock in October 2020; as financial advisor to Thoma Bravo with respect to its acquisition of RealPage, Inc. in April 2021; as bookrunner with respect to the initial public offering by Thoma Bravo Advantage, an affiliate of Thoma Bravo, of 100,000,000 units in January 2021; as financial advisor to McAfee in the sale of certain assets of its enterprise business in March 2021; as financial advisor to Thoma Bravo, with respect to its acquisition of Proofpoint, Inc. in August 2021; and as financial advisor to McAfee with respect to its sale in March 2022. During the two year period ended March 10, 2022, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Thoma Bravo and/or its affiliates and portfolio companies of approximately $175 million.

Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Anaplan, Parent, the Significant Stockholders, Thoma Bravo, and their respective affiliates and, as applicable, portfolio companies for which its Investment Banking Division may receive compensation. Affiliates of Goldman Sachs also may have co-invested with the Significant Stockholders, Thoma Bravo and their respective affiliates from time to time and may have invested in limited partnership interests of affiliates of the Significant Stockholders or Thoma Bravo from time to time and may do so in the future.