21 FEBRUARY 2018 TEMENOS GROUP AG. and TEMENOS HOLDINGS UK LIMITED. and FIDESSA GROUP PLC CO-OPERATION AGREEMENT

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1 21 FEBRUARY 2018 TEMENOS GROUP AG and TEMENOS HOLDINGS UK LIMITED and FIDESSA GROUP PLC CO-OPERATION AGREEMENT Davis Polk & Wardwell London LLP

2 TABLE OF CONTENTS PAGE 1. Interpretation Publication of the Announcement and the terms of the Acquisition Undertakings in relation to the Regulatory Conditions and Clearances Preparation of Scheme Circular Qualifications Implementation of the Scheme Switching to an Offer Fidessa employees and share plans Application of the Code Termination Warranties Data Room D&O Insurance Notices Remedies and waivers Variation Invalidity Entire agreement Language Third party rights Assignment Costs and expenses Further assurance Process Agent Counterparts Governing law and jurisdiction Schedule 1 Schedule 2 Fidessa Share Schemes Announcement... 27

3 THIS AGREEMENT IS ENTERED INTO ON 21 FEBRUARY 2018 BETWEEN: (1) TEMENOS GROUP AG, a company incorporated in Switzerland whose registered office is 2 rue de l Ecole-de-Chimie, 1205 Geneva, Switzerland, registered with the commercial register of Canton Geneva under number CHE ( Temenos ); (2) TEMENOS HOLDINGS UK LIMITED, a private limited company incorporated in England and Wales with its registered address at 71 Fenchurch Street, London, United Kingdom, EC3M 4TD and company number ( Bidco ); and (3) FIDESSA GROUP PLC, a public limited company incorporated in England and Wales with its registered address at Dukes Court, Duke Street, Woking, Surrey, GU21 5BH and company number ( Fidessa ). together referred to as the parties and each as a party to this Agreement. WHEREAS: (A) (B) (C) Temenos proposes to announce a firm intention for Temenos or Bidco to make a recommended offer for the entire issued and to be issued share capital of Fidessa (the Acquisition ) on the terms and subject to the conditions set out in the Announcement. It is intended that the Acquisition will be effected by way of a scheme of arrangement of Fidessa pursuant to Part 26 of the Act (the Scheme ), but Temenos and Bidco reserve the right, as set out in (and subject to the terms and conditions of) the Announcement and Clause 7 of this Agreement, to elect to implement the Acquisition by way of a takeover offer as defined in Part 28 of the Act (the Offer ). The parties have agreed to take certain steps to effect the completion of the Acquisition and wish to enter into this Agreement to record their respective rights and obligations relating to such matters. IT IS AGREED as follows: 1. INTERPRETATION 1.1. In this Agreement, the following words and expressions have the meanings given below: Acceptance Condition means the acceptance condition to any Offer; Act means the Companies Act 2006 as amended from time to time; Agreed Switch has the meaning given in Clause 7.1; Acquisition has the meaning given to it Recital (A); Agreed Calculations means the calculations relating to the Fidessa Shares and the Fidessa Share Schemes in the form agreed between Temenos and Fidessa and signed for identification by Temenos and Fidessa; 1

4 Announcement means the announcement detailing the terms and conditions of the Acquisition to be made pursuant to Rule 2.7 of the Code, in substantially the form set out in Schedule 2; Business Day means a day, other than a Saturday, Sunday or public or bank holiday, when banks are open for business in London and Switzerland; Clearances means any approvals, consents, clearances, permissions, confirmations, comfort letters and waivers that may need to be obtained and waiting periods that may need to have expired, from or under any of the laws, regulations or practices applied by any Relevant Authority (or under any agreements or arrangements to which any Relevant Authority is a party), in each case that are necessary and/or expedient to satisfy the Regulatory Conditions; Code means the UK City Code on Takeovers and Mergers as issued from time to time by or on behalf of the Panel; Competing Proposal means: (c) (d) an offer (including a partial, exchange or tender offer), possible offer, merger, acquisition, dual-listed structure, scheme of arrangement, reverse takeover and/or business merger (or the announcement of a firm intention to do the same), the purpose of which is to acquire, directly or indirectly, 30 per cent. or more of the issued or to be issued ordinary share capital of Fidessa (when aggregated with the shares already held by the acquirer and any person acting or deemed to be acting in concert with the acquirer) or any arrangement or series of arrangements which results in any party acquiring, consolidating or increasing control (as defined in the Code) of Fidessa; the acquisition or disposal, directly or indirectly, of all or a significant proportion (being 30 per cent. or more) of the business, assets and/or undertakings of the Fidessa Group calculated by reference to any of its revenue, profits or value taken as a whole; a demerger, or any material reorganisation and/or liquidation, involving all or a significant portion (being 30 per cent. or more) of the Fidessa Group calculated by reference to any of its revenue, profits or value taken as a whole; or any other transaction which would be reasonably likely to preclude, or to materially impede, delay or prejudice, the implementation of the Acquisition, in each case which is not effected by Temenos (or a person acting in concert with Temenos) or at Temenos direction, whether implemented in a single transaction or a series of transactions and whether conditional or otherwise; Conditions means for so long as the Acquisition is being implemented by means of the Scheme, the terms and conditions to the implementation of the Scheme set out in Appendix Ι of the Announcement; or 2

5 for so long as the Acquisition is being implemented by means of an Offer, the terms and conditions referred to in limb above, subject to appropriate amendments to reflect the change in method of effecting the Acquisition and by replacing the Scheme Condition with the Acceptance Condition, and Condition shall be construed accordingly; Confidentiality Agreement means the confidentiality agreement between Temenos and Fidessa dated 4 February 2018; Consideration means the consideration payable to Fidessa Shareholders in connection with the Acquisition comprising in cash per Fidessa Share; Court means the High Court of Justice in England and Wales; Court Sanction Hearing Date means the date on which the Scheme Court Hearing takes place; Fidessa Board Recommendation means a unanimous and unconditional recommendation from the Fidessa Directors to Fidessa Shareholders to vote to approve the Scheme at the Scheme Court Meeting and in favour of the Fidessa Resolutions, or if Temenos proceeds by way of the Offer pursuant to an Agreed Switch, to accept the Offer; Fidessa Board or Fidessa Directors means the board of directors of Fidessa and Fidessa Director means any one of them; Fidessa General Meeting means the general meeting of Fidessa Shareholders (and any adjournment thereof) to be convened in connection with the Acquisition, notice of which will be set out in the Scheme Circular, to consider and, if thought fit, approve the Fidessa Resolutions, including any adjournment thereof; Fidessa Group means Fidessa, its subsidiaries and its subsidiary undertakings from time to time and member of the Fidessa Group shall be construed accordingly; Fidessa Resolutions means the special resolution(s) to be proposed by Fidessa at the Fidessa General Meeting in connection with, among other things, the approval of the Scheme, the alteration of the articles of association and such other matters as may be necessary to implement the Scheme and the delisting of the Fidessa Shares; Fidessa Scheme Shareholders means holders of Fidessa Scheme Shares as appearing in the register of Fidessa at the Scheme Record Time and a Fidessa Scheme Shareholder shall mean any one of those Fidessa Scheme Shareholders; Fidessa Scheme Shares means Fidessa Shares (i) in issue at the date of the Scheme Circular; (ii) (if any) issued after the date of the Scheme Circular but before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time and before the Scheme Record Time on terms that the original or any subsequent holders shall be, or shall have agreed in writing by such time to be, bound by the Scheme; Fidessa Share Schemes means the Share Incentive Plan (the SIP ), the Performance Share Plan (the PSP ), the Monthly Share Purchase Plan (the MSPP ) and the Deferred 3

6 Annual Bonus Plan (the DABP ), in each case of Fidessa as amended from time to time subject to paragraph 7 of Schedule 1; Fidessa Shareholders means holders of Fidessa Shares from time to time; Fidessa Shares means the ordinary shares of 10 pence each in the capital of Fidessa; Dividend has the meaning given to it in the Announcement; EBT means the Fidessa group plc Employee Benefit Trust constituted by a trust deed dated 5 June 1997; EBT Trustee means RBC Cees Trustee Limited; Effective means in the context of the Acquisition: if the Acquisition is implemented by way of Scheme, means the Scheme having become effective pursuant to its terms; or if the Acquisition is implemented by way of an Offer, such offer having been declared or become unconditional in all respects in accordance with the requirements of the Code; Effective Date the date on which the Acquisition becomes Effective; FCA means the UK Financial Conduct Authority; Group means, in the case of Fidessa, the Fidessa Group or, in the case of Temenos, the Temenos Group; Law means any applicable statutes, common law, rules, ordinances, regulations, codes, orders, judgments, injunctions, writs, decrees, directives, governmental guidelines or interpretations having the force of law or bylaws, in each case, of a Relevant Authority; Listing Rules means the rules and regulations made by the FCA in its capacity as the UKLA under the Financial Services and Markets Act 2000, and contained in the UKLA s publication of the same name; Long Stop Date means 15 September 2018 or such later date as may be agreed in writing by Fidessa and Temenos (with the Panel's consent and as the Court may approve (if such approval is required)); Offer has the meaning given in Recital (B); Offer Document means the offer document to be sent to Fidessa Shareholders if the Acquisition is implemented by way of an Offer, which will contain, inter alia, the terms and conditions of the Offer, including any revised offer document; Panel means the UK Panel on Takeovers and Mergers; Proposals means the proposals relating to the Fidessa Share Schemes set out in Schedule 1; 4

7 Regulatory Conditions means the Conditions set out in paragraphs 3 to 3(g) (inclusive) (so far as, in the case of paragraphs 3(e) to 3(g), the relevant Third Party under that Condition is a Relevant Authority) of Part 1 of Appendix I to the Announcement; Regulatory Information Service a Regulatory Information Service that is approved by the FCA and is on the list maintained by the FCA; Relevant Authority means any central bank, ministry, governmental, quasigovernmental, supranational (including the European Union), statutory, regulatory or investigative body, authority or tribunal (including any national or supranational anti-trust, competition or merger control authority, any sectoral ministry or regulator and any foreign investment review body), national, state, municipal or local government (including any subdivision, court, tribunal, administrative agency or commission or other authority thereof), any entity owned or controlled by them, any private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or professional or environmental body in any jurisdiction, including, for the avoidance of doubt, the Panel; Remedies means any conditions, measures, commitments, undertakings or remedies (including, but not limited to, disposals (whether before or following completion of the Acquisition) and any pre-divestiture reorganisations by either party) offered or required in connection with the obtaining of any Clearances and Remedy shall be construed accordingly; Remuneration Committee means the remuneration committee of the Fidessa Board; Representatives means, in relation to a person, such person s directors, officers, employees or advisers; Scheme has the meaning given in Recital (B); Scheme Circular the document to be sent to Fidessa Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme and the notices convening the Scheme Court Meeting and the Fidessa General Meeting; Scheme Condition means those conditions referred to in paragraph 2 of Part 1 of Appendix I to the Announcement; Scheme Court Hearing means the hearing of the Court (and any adjournment thereof) to sanction the Scheme pursuant to section 899 of the Act, at which the Scheme Order is expected to be granted; Scheme Court Meeting means the meeting or meetings of the Fidessa Scheme Shareholders or any class or classes thereof (and any adjournment(s) thereof) to be convened pursuant to section 896 of the Act for the purpose of considering, and, if thought fit, approving the Scheme, and any adjournment, postponement or reconvention thereof; Scheme Court Sanction means the granting of the Scheme Order at the Scheme Court Hearing; Scheme Order means the order of the Court sanctioning the Scheme pursuant to section 899 of the Act; 5

8 Scheme Record Time means the time and date specified in the Scheme Circular, expected to be 6.00 p.m. on the Business Day immediately after the Scheme Court Hearing; Securities Act means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; SIP Trustee means Equiniti Share Plan Trustees Limited; Tax Authority means any taxing or other authority (whether within or outside the United Kingdom) competent to impose any tax liability, or assess or collect any tax; Temenos Board or Temenos Directors means the board of directors of Temenos and Temenos Director means any one of them; Temenos Group means Temenos, its subsidiaries and its subsidiary undertakings from time to time (including, without limitation, Bidco) and member of the Temenos Group shall be construed accordingly; Temenos Information has the meaning given to it in Clause 4.1(c); Temenos Responsible Persons means the directors of Bidco and the directors, CEO and CFO of Temenos; Total Cash Amount means an amount equal to in cash per Fidessa Share comprising the Consideration and the Dividend; UKLA means the FCA acting in its capacity as the competent authority for listing under the Financial Services and Markets Act 2000; United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland; United States of America or US means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; VAT means any tax imposed in compliance with Directive 2006/112/EEC and any similar tax which may be imposed in substitution for or in addition to such tax and any similar sales or turnover tax in any jurisdiction; Voting Record Time mean the time and date specified in the Scheme Circular by reference to which entitlement to vote at the Scheme Court Meeting will be determined, expected to be 6.00 p.m. on the day which is two days before the date of the Scheme Court Meeting or if the Scheme Court Meeting is adjourned, 6.00 p.m. on the day which is two days before such adjourned meeting; and Working Hours has the meaning given to it in Clause In this Agreement, except where the context otherwise requires: the expressions subsidiary and subsidiary undertaking shall have the meanings given in the Act; the expression acting in concert shall be construed in accordance with the Code; 6

9 (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) a reference to an enactment or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment or statutory provision and is a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, consolidated, modified, re-enacted or replaced; references to one gender include other genders; words in the singular shall include the plural and vice versa; a reference to a person shall include a reference to an individual, an individual s executors or administrators, a partnership, a firm, a body corporate, an unincorporated association, government, state or agency of a state, local or municipal authority or government body, a joint venture or association (in any case, whether or not having separate legal personality); a reference to a Recital, Clause or Schedule (other than to a schedule to a statutory provision) shall be a reference to a recital, clause or schedule (as the case may be) to this Agreement; references to times are to London time; any reference to a day (including within the phrase Business Day ) shall mean a period of 24 hours running from midnight to midnight; any reference to a month shall mean a calendar month; references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates to the English legal term in that jurisdiction; references to writing shall include any modes of reproducing words in any legible form and shall include except where otherwise expressly stated; a reference to includes or including shall mean includes without limitation or including without limitation respectively; the rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the word other shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words; a reference to any other document referred to in this Agreement is a reference to that other document as amended, varied, novated or supplemented at any time; and references to this Agreement include this Agreement as amended or supplemented in accordance with its terms The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. 7

10 1.4. The Schedules form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement and any reference to this Agreement shall include the Schedules. 2. PUBLICATION OF THE ANNOUNCEMENT AND THE TERMS OF THE ACQUISITION 2.1. The obligations of the parties under this Agreement, other than this Clause 2.1, Clause 11 and Clauses 14 to 26 (inclusive), shall be conditional on the release of the Announcement via a Regulatory Information Service at or before 5:00 p.m. on the date of this Agreement, or such later time and date as the parties may agree (and, where required by the Code, approved by the Panel) The principal terms of the Acquisition shall be as set out in the Announcement, and as may otherwise be agreed by the parties in writing (save in the case of an improvement to the terms of the Consideration, which will be at the absolute discretion of Temenos) and, where required by the Code, approved by the Panel. The terms of the Acquisition at the date of posting of the Scheme Circular or, following an Agreed Switch, the date of posting of any Offer Document, shall be set out in the Scheme Circular or the Offer Document (as applicable). 3. UNDERTAKINGS IN RELATION TO THE REGULATORY CONDITIONS AND CLEARANCES 3.1. Temenos and Bidco shall use all reasonable endeavours to secure the satisfaction of the Regulatory Conditions and obtain the Clearances as soon as is reasonably practicable following the date of this Agreement and, in any event, in sufficient time so as to enable the Effective Date to occur by the Long Stop Date Except where otherwise required by applicable Law or a Relevant Authority, and without prejudice to Clause 3.1 and, for the avoidance of doubt, subject to Clause 3.7, Temenos and Bidco shall be responsible for: (c) after prior consultation with Fidessa, determining the strategy to be pursued for satisfying the Regulatory Conditions and obtaining the Clearances; provided that Temenos and Bidco shall not, without the prior written consent of Fidessa (not to be unreasonably withheld, delayed or conditioned), apply for, or submit any submissions in relation to, any Clearances other than those Clearances relating to Condition 3 or Condition 3(d), it being acknowledged that Temenos and Bidco shall not be in breach of Clause 3.1 above if such prior written consent is not provided by Fidessa; contacting and corresponding with the Relevant Authorities in relation to the Regulatory Conditions and the Clearances (including submitting and preparing all necessary filings, notifications and submissions and setting meetings and calls with Relevant Authorities), such things to be done after prior consultation with Fidessa unless any such contact or correspondence relates to exclusively administrative matters; and the payment of all filing fees in connection with the Clearances Temenos, Bidco and Fidessa each undertakes to: provide (and shall ensure that its professional advisers provide), in a timely manner, such information and assistance as may reasonably be required for: 8

11 (i) (ii) (iii) Temenos and/or Bidco to determine, after prior consultation with Fidessa, in which jurisdictions any merger control, regulatory or other filing, notification or submission with a Relevant Authority may be necessary or advisable for the purposes of obtaining the Clearances; Temenos and/or Bidco, or as may be required by applicable Law, Fidessa, to make any filings, notifications or submissions to the Relevant Authorities as are necessary to obtain the Clearances (taking into account all applicable waiting periods); and the identification, structuring and preparation of any Remedies; and ensure that all information necessary for making (or responding to any requests for further information consequent upon) any such filings, notifications or submissions (including draft versions), or the identification, structuring and preparation of any Remedies (and that is in the possession of, or reasonably obtainable by, such party) is supplied accurately and as promptly as reasonably practicable, it being acknowledged that each party shall not be in breach of this Clause as a consequence of any inaccuracies in any information originating from a third party (being a person other than a member, officer, employee or adviser of the Fidessa Group or the Temenos Group (as applicable)), provided that, in each case, such information and assistance will be provided in a manner reasonably designed to preserve applicable legal professional privilege and to limit the exchange of any competitively sensitive information in accordance with Clause Without prejudice to the generality of Clause 3.2, and except to the extent that to do so is prohibited by applicable Law: (c) subject to Clause 3.2, Temenos and/or Bidco will take the lead in developing, and Temenos and/or Bidco, or Temenos and/or Bidco and Fidessa acting jointly or, as may be required by applicable Law, Fidessa, will submit a filing, notification or submission (as required) to each Relevant Authority as soon as is reasonably practicable after the signing of this Agreement and in any event within any applicable mandatory time periods where it is necessary or expedient to do so to obtain the Clearances; each party shall provide such co-operation as may reasonably be required by another party in connection with the preparation of all such filings, notifications or submissions (as required) referred to in Clause 3.4 and in relation to the preparation of any other submissions, material correspondence or material communications to any Relevant Authority in connection with the Clearances (including at pre-notification stage); each party shall provide, or procure the provision of, draft copies of all filings, submissions, material correspondence and material communications intended to be sent to any Relevant Authority in relation to obtaining any Clearances (including at pre-notification stage) to the other party and its legal advisers at such time as will allow the receiving party a reasonable opportunity to provide comments on such filings, submissions, correspondence and communications before they are submitted, sent or made and each party shall provide the other with copies of all such filings, submissions, material correspondence and material communications in the form 9

12 finally submitted or sent (including, in the case of non-written communications, reasonably detailed summaries of material non-written communications), in each case, if requested by Fidessa or Temenos and/or Bidco, with a version in which any competitively sensitive information and/or personal data is redacted; (d) (e) (f) (g) (h) each party shall have regard in good faith to comments made in a timely manner by another party on draft copies of filings, submissions, material correspondence and material communications provided pursuant to Clause 3.4(c) and shall provide such supporting documentation as the other party reasonably requires; each party shall notify the other parties, and provide copies (including, in the case of non-written communications, reasonably detailed summaries of material non-written communications), in a timely manner of any material communication or material correspondence from any Relevant Authority in relation to obtaining any Clearance (including at pre-notification stage); each party shall keep the other parties reasonably informed as to the progress of any notification submitted pursuant to Clause 3.4; each party shall provide the other parties with reasonable prior notice of and shall, where reasonably practicable, allow another party or its advisers: (i) to attend any meetings or material calls scheduled with any Relevant Authority or other persons or bodies relating to any Clearance (including at pre-notification stage), unless prohibited by the Relevant Authority, applicable Law or other person or body; and (ii) to make reasonable oral submissions at such meetings or calls (provided that such oral submissions have been discussed in advance); and where reasonably requested by a party, and insofar as permitted by the Relevant Authority, the other party or parties shall make available appropriate representatives for meetings and calls with any Relevant Authority in connection with the obtaining of any Clearances (including at pre-notification stage), provided that each requirement of this Clause 3.4 shall be subject always to the provisions of Clause Each party undertakes to keep the other parties informed promptly of (i) developments which are material or reasonably likely to be material to the obtaining of a Clearance; and (ii) the satisfaction of the Regulatory Conditions To the extent that the parties provide each other with any information, assistance and/or access to senior management for the purposes of preparing for the integration of the businesses of the Temenos Group and the Fidessa Group after the Effective Date, any competitively sensitive information shall be provided pursuant to appropriate arrangements as may be agreed between the parties Notwithstanding any other provision of this Agreement to the contrary, nothing contained in this Agreement shall require Temenos, Bidco or any member of the Temenos Group: to agree to any undertaking, commitment, assurance and/or Remedy as a condition to obtaining any Clearances; 10

13 (c) (d) to divest, sell, hold separate, licence or otherwise dispose of, or agree to any Remedy, condition to or limitation on the operation of, any of their existing assets or businesses; to waive or treat as satisfied any Condition that they are entitled, with the permission of the Panel where required under the Code, to invoke; or where it has given notice to Fidessa that it considers it is or may be entitled to invoke a Condition, to waive or treat as satisfied any Condition before the date on which the Panel rules (or if any such ruling is capable of appeal, Temenos confirms that it does not intend to appeal) that any such Condition may not be invoked. 4. PREPARATION OF SCHEME CIRCULAR 4.1. Subject to Clause 5.1, Temenos and Bidco each agree: (c) to provide promptly to Fidessa all such information about itself, the Temenos Responsible Persons and the Temenos Group, as may be reasonably requested and which is required by Fidessa (having regard to the Code and other applicable Law) for inclusion in the Scheme Circular (including any information required under the Code or other applicable Law); to provide Fidessa promptly with all other assistance and access which may reasonably be required for the preparation of the Scheme Circular and any other document required under the Code or by other applicable Law to be published in connection with the Scheme, including access to, and ensuring that reasonable assistance is provided by, its relevant professional advisers; and to procure that the Temenos Responsible Persons accept responsibility, in the terms required by the Code, for all of the information in the Scheme Circular relating to themselves (and members of their immediate families, related trusts and persons connected with them), the Temenos Group, the financing of the Acquisition and any statements of the opinion, belief or expectation of the Temenos Responsible Persons in relation to the Acquisition or the enlarged Temenos Group following the Effective Date and any other information in the Scheme Circular for which the Temenos Responsible Persons are required to accept responsibility under the Code (the Temenos Information ). 5. QUALIFICATIONS 5.1. If a provision of this Agreement obliges a party (the Disclosing Party ) to disclose any information to the another party: (c) which the Disclosing Party reasonably considers to be competitively sensitive; which the Disclosing Party is prohibited from disclosing by applicable Law or would result in a breach of a material contractual obligation; or where such disclosure would result in the loss of privilege that subsists in relation to such information (including legal professional privilege), the Disclosing Party shall disclose the relevant information: 11

14 (c) to the other party (or parties) pursuant to appropriate arrangements as may be agreed between the parties to ensure compliance with Law (including, without limitation, competition Law); to the other party s (or parties ) legal counsel and, to the extent reasonably necessary, its other advisers on an external counsel only basis (in accordance with the requirements of Practice Statement No. 30 published by the Panel), or where the disclosure would reasonably be expected to have an adverse effect on a party s legitimate business interests, directly to a Relevant Authority (and in such circumstances, the Disclosing Party shall provide to the other a non-confidential version of such information). 6. IMPLEMENTATION OF THE SCHEME 6.1. Where the Acquisition is being implemented by way of the Scheme, each of Temenos and Bidco undertakes that, before the Scheme Court Hearing, it shall deliver a notice in writing to Fidessa either: confirming the satisfaction or waiver of all Conditions (other than the Scheme Condition 2(c)); or confirming its intention to invoke a Condition (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Temenos reasonably considers entitle it to invoke such Condition (including why Temenos considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition) Where the Acquisition is being implemented by way of the Scheme, Temenos and/or Bidco shall instruct counsel to appear on its behalf at the Scheme Court Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Temenos and Bidco (as applicable), to the extent that all the Conditions (other than Scheme Condition 2(c)) have been satisfied or waived prior to or on the date of the Scheme Court Hearing If the Temenos Board becomes aware of any fact, matter or circumstance that the Temenos Board reasonably considers would allow either Temenos or Bidco to invoke (and the Panel would permit it to so invoke) any of the Conditions, Temenos shall (subject to applicable Law) inform Fidessa as soon as reasonably practicable, providing reasonable details. 7. SWITCHING TO AN OFFER 7.1. Temenos and/or Bidco shall be entitled, with the consent of the Panel, to implement the Acquisition by way of an Offer rather than the Scheme only if: (c) Fidessa provides its prior written consent (an Agreed Switch ), in which case Clause 7.2(c) shall apply; a third party announces a Competing Proposal which is recommended in whole or in part by the Fidessa Board (whether unanimously or by majority); or the Fidessa Board: (i) does not include the Fidessa Board Recommendation in the Scheme Circular, (ii) withdraws, qualifies or adversely modifies the Fidessa Board Recommendation prior to the Scheme Court Meeting or Fidessa General Meeting, or (iii) prior to publication of the Scheme Circular, withdraws, qualifies or adversely 12

15 modifies its intention to give the Fidessa Board Recommendation in any such document, including making any public statement to such effect In the event of any Agreed Switch, unless otherwise agreed between Temenos, Bidco and Fidessa or required by the Panel: (c) (d) the Acceptance Condition shall be set at 90 per cent. of the Fidessa Shares to which the Offer relates (or such lesser percentage as may be determined by Temenos and Bidco after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the Fidessa Shares); Temenos and Bidco shall not take any action which would cause the Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the Acceptance Condition, prior to the 60th day after publication of the Offer Document and Temenos and Bidco shall ensure that the Offer remains open for acceptances until such time; Temenos and Bidco shall ensure that the only conditions of the Offer shall be the Conditions (modified accordingly, as set out in limb of the definition of Conditions); and Temenos and Bidco shall keep Fidessa informed, on a confidential basis and on the next Business Day following receipt of a written request from Fidessa, of the number of holders of Fidessa Shares that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance forms, the identity of such shareholders and the number of Fidessa Shares to which such forms relate In the event of any Agreed Switch the parties agree: (c) that all provisions of this Agreement shall continue to apply save as set out in this Clause 7.3; all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Offer or its implementation mutatis mutandis; and Temenos and/or Bidco shall: (i) (ii) (iii) prepare, as soon as reasonably practicable, the Offer Document and form of acceptance; consult with Fidessa as to the timing of publication of the Offer Document and the form of acceptance; and consult with Fidessa as to the form and content of the Offer Document and the form of acceptance. 8. FIDESSA EMPLOYEES AND SHARE PLANS 8.1. The parties agree that the provisions of Schedule 1 (Fidessa Share Schemes) with respect to certain employee-related matters shall be implemented in accordance with that Schedule Fidessa, Temenos and Bidco agree that if the Acquisition is implemented by way of the Scheme, the timetable for its implementation shall be fixed so as to enable options and 13

16 awards under the Fidessa Share Schemes which provide for exercise and/or vesting on the Court Sanction Hearing Date to be exercised or vest in sufficient time to enable the resulting Fidessa Shares to be bound by the Scheme on the same terms as Fidessa Shares held by Fidessa Shareholders. 9. APPLICATION OF THE CODE 9.1. Nothing in this Agreement shall in any way limit the parties obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over the terms of this Agreement Nothing in this Agreement shall oblige: Fidessa or the Fidessa Directors to recommend an Offer or a Scheme proposed by Temenos or any member of the Temenos Group; or Fidessa to take any action (whether as a direct obligation or as a condition to any other person s obligation (however expressed) which the Panel determines would not be permitted by Rule 21.2 of the Code Nothing in this Agreement shall be taken to restrict the directors of any member of the Fidessa Group from complying with applicable Law, orders of court or regulations, including the Code, the Listing Rules and the rules and regulations of the Panel and the UKLA. 10. TERMINATION Subject to Clauses 10.2 and 10.3, this Agreement shall terminate with immediate effect and all rights and obligations of the parties under this Agreement shall cease forthwith, as follows: if agreed in writing between the parties; upon service of written notice by Temenos and/or Bidco to Fidessa, if one or more of the following occurs: (i) (ii) (iii) the Scheme Circular (or Offer Document, as the case may be) or (if different) the document convening the Fidessa General Meeting does not include the Fidessa Board Recommendation, or Fidessa makes an announcement prior to the publication of such document(s) that: (A) the Fidessa Directors no longer intend to make such recommendation or intend adversely to modify or qualify such recommendation; (B) it will not convene the Scheme Court Meeting or the Fidessa General Meeting; or (C) it does not intend to post the Scheme Circular or (if different) the document convening the Fidessa General Meeting; the Fidessa Directors otherwise withdraw, adversely modify or adversely qualify the Fidessa Board Recommendation; or a Competing Proposal: (A) is recommended in whole or part by the Fidessa Directors; or (B) completes, becomes effective or is declared or becomes unconditional in all respects; 14

17 (c) upon service of written notice by Temenos or Bidco to Fidessa prior to the Long Stop Date stating that either: (i) (ii) any Condition which has not been waived is (or has become) considered by Temenos and Bidco incapable of satisfaction by the Long Stop Date and, notwithstanding that Temenos or Bidco has the right to waive such Condition, it will not do so; or any Condition which is incapable of waiver is considered by Temenos or Bidco incapable of satisfaction by the Long Stop Date, in each case in circumstances where the invocation of the relevant Condition or confirmation that the Condition is incapable of satisfaction (as appropriate) is permitted by the Panel; (d) (e) (f) (g) upon service of written notice by one party to the other parties if the Fidessa Resolutions are not passed by the requisite majority of Fidessa Shareholders at the Fidessa General Meeting or the Scheme is not approved by the requisite majorities of Fidessa Shareholders at the Scheme Court Meeting; if the Scheme (or the Offer, as the case may be) is, with the permission of the Panel (if required), withdrawn or lapses or terminates in accordance with its terms prior to the Long Stop Date (other than where: (i) such lapse, withdrawal or termination is as a result of the exercise of Temenos right to effect an Agreed Switch; or (ii) it is otherwise to be followed within five Business Days by an announcement under Rule 2.7 of the Code made by Temenos or a person acting in concert with Temenos to implement the Acquisition by a different offer or scheme on substantially the same or improved terms); (save as the parties may otherwise agree in writing) if the Effective Date has not occurred by the Long Stop Date; or on the Effective Date Termination of this Agreement shall be without prejudice to the rights of any of the parties which have arisen at or prior to termination The following provisions shall survive termination of this Agreement: Clause 8.1 and Schedule 1 (but only in circumstances where this Agreement is terminated on or after the Effective Date); this Clause 10.3; (c) Clause 13.2; (d) Clauses 12 to 26 (inclusive); and (e) in respect of to (d) above, all related provisions of Clause WARRANTIES On the date of this Agreement, each party warrants to the other parties: 15

18 (c) it has the requisite power and authority to enter into and perform its obligations under this Agreement; this Agreement constitutes its legal, valid and binding obligations in accordance with its terms; and the execution and delivery of, and performance of its obligations under, this Agreement will not: (i) (ii) (iii) result in any breach of any provision of its constitutional documents; result in a breach of, or constitute a default under, any instrument (which is material in the context of the Acquisition) to which it is a party or by which it is bound; or result in a breach of any order, judgment, or decree of any court or governmental agency to which it is a party or by which it is bound. 12. DATA ROOM Without prejudice to the requirement that disclosure must be fair for the purposes of the Conditions, Temenos and Bidco acknowledge and agree that the contents of the data room with irooms as at 19 February 2018 shall, in relation to the Conditions, and for the purposes of the definition of Disclosed in the Announcement, be deemed to have been provided in writing to Temenos prior to the date of the Announcement. 13. D&O INSURANCE Temenos and Bidco acknowledge that Fidessa may purchase directors and officers liability insurance cover for both current and former directors and officers of the Fidessa Group, including directors and officers who retire or whose employment is terminated as a result of the Acquisition, for acts and omissions up to and including the Effective Date, in the form of runoff cover for a period of up to six years following the Effective Date. Such insurance cover shall be with reputable insurers, on reasonable market terms, in terms of breadth and amount, substantially equivalent to that provided under the Fidessa Group s directors and officers insurance as at the date of this Agreement Each of Temenos and Bidco acknowledges that none of the information provided to Temenos and its Representatives prior to the date of this Agreement by Fidessa or any of its Representatives has been subject to verification, and neither Fidessa nor any of its Representatives accepts responsibility for nor makes any representation, express or implied, or gives any warranty with respect to the accuracy or completeness of such information and neither Fidessa nor its Representatives shall have any liability in relation to the same, and Temenos and Bidco agree to waive any liability which Fidessa or any of its Representatives may incur by reason of Temenos or Bidco s use of, or reliance upon, any of such information save for any loss or damage resulting from fraud or fraudulent misrepresentation on the part of Fidessa or its Representatives, and that nothing in this Clause 13.2 shall relieve or otherwise release the directors of Fidessa from any breach of their duties to Fidessa whether before or after the date of this Agreement. 14. NOTICES A notice under this Agreement shall only be effective if it is in writing. 16

19 14.2. Notices under this Agreement shall be sent to a party by hand delivery or reputable international courier or by at its physical address or facsimile number or address respectively, and shall be marked for the attention of the individual set out below: Temenos: Attention: Address: address: Deirdre Dempsey, General Counsel 2 rue de l Ecole-de-Chimie, 1205 Geneva, Switzerland ddempsey@temenos.com Bidco: Attention: Address: address: Deirdre Dempsey, General Counsel 71 Fenchurch Street, London, EC3M 4TD ddempsey@temenos.com with a copy to (but such copy shall not such constitute notice): Attention: Address: address: Will Pearce 5 Aldermanbury Square, London, EC2V 7HR will.pearce@davispolk.com Fidessa: Attention: Address: address: Jonathan Waltho, General Counsel One Old Jewry, London EC2R 8DN Jonathan.Waltho@fidessa.com with a copy to (but such copy shall not such constitute notice): Attention: Physical address: address: Simon Jay 2 London Wall Place, London, EC2Y 5AU sjay@cgsh.com A party may change its notice details on giving notice to the other party of the change in accordance with Clauses 14.1 and That notice shall only be effective on the date falling one Business Day after the notification has been received or such later date as may be specified in the notice Any notice given under this Agreement shall, in the absence of earlier receipt, be deemed to have been duly given: if delivered by hand, on delivery; 17

20 (c) if sent by reputable international courier, on signature of a delivery receipt; or if sent by , when sent Any notice given under this Agreement outside the period between 9.00 a.m. and 5.00 p.m. ( Working Hours ) shall be deemed not to have been given until the start of the next period of Working Hours Each party shall, where it sends a notice by to the other party, within two Business Days send a hard copy of the relevant notice via hand delivery or reputable international courier to the physical address of the other party. 15. REMEDIES AND WAIVERS No delay or omission by any party to this Agreement in exercising any right, power or remedy provided by applicable Law or under this Agreement shall: affect that right, power or remedy; or operate as a waiver of it The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law Without prejudice to any other rights and remedies which the other party may have, each party (each being, as applicable, for the purposes of this sub-clause, the undertaking party ) acknowledges and agrees that the other party may be materially harmed by a breach of any of the provisions of this Agreement and that damages alone may not be an adequate remedy for any such breach. Accordingly, the undertaking party acknowledges that the other party shall be entitled to seek the remedies of injunction, specific performance and other equitable remedies, for any threatened or actual breach of any such provision of this Agreement and no proof of special damages shall be necessary for the enforcement by the other of the rights under this Agreement. 16. VARIATION No variation of this Agreement shall be valid unless it is in writing (which, for this purpose, does not include ) and signed by or on behalf of each of the parties. 17. INVALIDITY The parties agree that, if the Panel determines that any provision of this Agreement that requires Fidessa to take or not to take action, whether as a direct obligation or as a condition to any other person s obligation (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair: 18

21 the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement. 18. ENTIRE AGREEMENT Without prejudice to the terms of the Announcement, the Scheme Circular or the Offer Document, and the Confidentiality Agreement (each of which remain in force), and any other agreements the parties agree in writing are deemed to be included in this Clause, this Agreement constitutes the whole agreement between the parties relating to the Acquisition and supersedes any previous agreement whether written or oral between the parties in relation to the Acquisition Except in the case of fraud, each party acknowledges that it is entering into this Agreement in reliance upon only this Agreement and that it is not relying upon any pre-contractual statement that is not set out in this Agreement Except in the case of fraud, no party shall have any right of action (including those in tort or arising under statute) against another party arising out of or in connection with any precontractual statement except to the extent that it is repeated in this Agreement For the purposes of this Clause 18, pre-contractual statement means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of this Agreement made or given by any person at any time before the date of this Agreement. 19. LANGUAGE Each notice or other communication under or in connection with this Agreement shall be in English. 20. THIRD PARTY RIGHTS Each of Fidessa s Representatives shall have the benefit of Clause 13.2 and be entitled to enforce that clause to the fullest extent permitted by Law Save as otherwise provided in Clause 20.1, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. The parties may vary or amend this Agreement without the consent of any third party. 21. ASSIGNMENT No party shall be entitled to assign (whether absolutely or by way of security and whether in whole or in part), transfer, mortgage, charge, declare itself a trustee for a third party of, or otherwise dispose of (in any manner whatsoever) the benefit of this Agreement (or any part of it) or sub-contract in any manner whatsoever its performance under this Agreement without the prior written consent of the other party. 19

22 22. COSTS AND EXPENSES Save as otherwise provided in this Agreement, each party shall pay its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and any matter contemplated by it. 23. FURTHER ASSURANCE Each party shall, at its own cost, use all reasonable endeavours to, or procure that any relevant third party shall, do and execute and perform all such further deeds, documents, assurances, acts and things as may reasonably be required to give effect to this Agreement. 24. PROCESS AGENT Temenos agrees that it shall at all times maintain an agent for service of process and any other documents and proceedings in England. Temenos hereby irrevocably appoints Bidco as its agent to receive and acknowledge on its behalf service of any claim form, application notice, order, judgement or other notice of legal process in England. 25. COUNTERPARTS This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Agreement by executing any such counterpart. 26. GOVERNING LAW AND JURISDICTION This Agreement and all non-contractual or other obligations arising out of, or in connection with, it is governed by, and construed in accordance with, English law Each of Temenos, Bidco and Fidessa irrevocably agrees that the courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or relating to any non-contractual or other obligations arising out of, or in connection with, this Agreement) or the consequences of its nullity. Each of Temenos, Bidco and Fidessa irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum. 20

23 Schedule 1 Fidessa Share Schemes 1. In accordance with Note 1 to Rule 21.1 of the Code and where Rule 21.1 of the Code would otherwise apply, Temenos and Bidco hereby provides its consent to Rule 21.1 being disapplied by the Panel in respect of the implementation of the matters set out in this Schedule 1, including any grant, exercise, delivery or settlement of awards of or in respect of Fidessa Shares and any allotment, issuance, appointment out of the EBT, sale or acquisition of Fidessa Shares, in each case, pursuant to the Fidessa Share Schemes and as contemplated below. General 2. The parties will cooperate with each other to prepare, in a form to be agreed between them, communications (or, if applicable, multiple series or communications) to each of the participants in the Fidessa Share Schemes to enable Bidco to satisfy its obligations under Rule 15 of the Code, and to send, or arrange for the sending of such communications (or series of communications, as the case may be) to such participants at the appropriate time(s) (such time(s) to be agreed between the parties). 3. The parties agree that awards under the Fidessa Share Schemes which vest and become exercisable or require settlement upon a compromise or arrangement being sanctioned in connection with or for the purposes of a change in control of Fidessa, will do so upon the Court making the Scheme Order at the Scheme Court Hearing. 4. The parties further agree that the timetable for implementation of the Scheme shall so far as is practicable, subject to the Code, be determined so as to enable conditional share awards to be settled and Fidessa Shares to be issued, as the case may be, pursuant to the Fidessa Share Schemes, in sufficient time to enable all resulting Fidessa Shares to participate in the Scheme in accordance with its terms so that such Fidessa Shares are transferred to Bidco pursuant to the Scheme. 5. Notwithstanding paragraph 4 above, the parties agree that Fidessa will propose to the Fidessa Shareholders amendments to the Fidessa articles of association, to be set out in the notice of the General Meeting, to incorporate provisions requiring any Fidessa Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees), including pursuant to the Fidessa Share Schemes, to be automatically transferred to Bidco on the same terms as the Acquisition (including as to receipt of the Dividend or an equivalent amount but other than terms as to timings and formalities). The provisions of the articles of association of Fidessa (as amended) will avoid any participant in the Fidessa Share Schemes holding shares in the capital of Fidessa after the Effective Date (including following the exercise of any option which vests and becomes exercisable in connection with the Acquisition). 6. The Agreed Calculations contain short particulars of (i) outstanding awards in respect of Fidessa Shares held by participants in the Fidessa Share Schemes; and (ii) estimated anticipated purchases made on behalf of participants in the Fidessa Share Schemes (and corresponding matching awards), and the effect of the Proposals on those awards and on the issued share capital of Fidessa on the Effective Date. 7. Temenos and Bidco each agree that Fidessa may amend the rules of any of the Fidessa Share Schemes in relation to the time at which options may be exercised or awards vest if, 21

24 in the opinion of the Fidessa Board or the Remuneration Committee, such amendments are necessary or desirable to implement the Scheme, facilitate the administration of the Fidessa Share Schemes or to obtain or maintain favourable tax treatment for participants in the Fidessa Share Schemes or any member of the Fidessa Group. Fidessa agrees that, in advance of making any such amendment, Fidessa shall notify Temenos that such amendment is being considered by the Fidessa Board or the Remuneration Committee, as applicable, and Fidessa agrees that Temenos shall be entitled to make representations to the relevant body, which the relevant body shall consider prior to making any such amendment. Temenos acknowledges that neither the Fidessa Board nor the Remuneration Committee shall be bound to act in accordance with Temenos recommendations. However, in all other respects, the rules of the Fidessa Share Schemes will continue to apply and any amendment envisaged by this paragraph 7 will not have the effect of increasing the number of Fidessa Shares that would otherwise have vested in connection with the Scheme under the Fidessa Share Schemes thereby increasing the number of Scheme Shares. 8. If Fidessa considers it appropriate for tax, securities law or administrative reasons, in order to ensure that participants in the Fidessa Share Schemes are treated so far as practicable equally in all jurisdictions, it may propose that such participants who are not resident in the United Kingdom receive a cash sum equal to the latent profit in their awards, being: (i) in the case of an option, the difference between the exercise price per Fidessa Share (if any) and the Total Cash Amount, multiplied by the number of Fidessa Shares in respect of which the option is exercised; and (ii) in the case of a conditional share award, the Total Cash Amount multiplied by the number of Fidessa Shares in respect of which the award vests. The parties will then discuss in good faith whether that is appropriate and, if they so agree, subject to any restriction under law, the Code or other regulation, the proposals made by Fidessa and the Rule 15 proposals to be made by Bidco will be adjusted accordingly in that jurisdiction. Ordinary course events Dividends 9. Temenos and Bidco further acknowledge and agree that: Fidessa Shareholders on the register of members of Fidessa as at close of business on the Business Day prior to the Effective Date will be entitled to receive the Dividend, and this will include any participant in the Fidessa Share Schemes who becomes a Fidessa Shareholder as a result of the vesting and exercise or settlement of conditional share awards under the PSP, the DABP and the MSPP as envisaged in this Schedule. As described in paragraph 5, any participant in the Fidessa Share Schemes who becomes a Fidessa Shareholder after the Scheme Record Time as a result of the vesting and exercise or settlement of nil-cost options under the PSP and the DABP will be entitled to receive the Dividend or an equivalent amount; Fidessa Shareholders holding Fidessa Shares beneficially through the SIP Trustee or the EBT Trustee pursuant to the rules of the SIP and MSPP, as applicable, are entitled to receive any dividends declared in respect of those Fidessa Shares and may in certain circumstances receive such dividends in the form of additional Fidessa Shares; and 22

25 (c) the rules of the PSP and the DABP confer discretion on the Remuneration Committee to decide whether dividends declared in respect of Fidessa Shares underlying outstanding options or conditional share awards, which are paid between the date of grant and the date of vesting of the relevant award ("Dividend Equivalents"), are provided in cash or in the form of Fidessa Shares. However Fidessa confirms that it has no intention to pay Dividend Equivalents between the date of this Agreement and the Effective Date in respect of outstanding options and conditional share awards granted under the PSP or DABP, and, accordingly: (A) in respect of paragraph 9 the number of Fidessa Shares resulting from the operation of the Fidessa Share Schemes, as described in this Schedule and as set out in the Agreed Calculations, may be subject to increase as a result of any dividend and/or other distribution and/or other return of capital announced, declared or paid in respect of Fidessa Shares prior to the Court Sanction Hearing Date; and (B) in respect of paragraph 9(c). Fidessa will notify Temenos and Bidco of any change in its intention to pay a Dividend Equivalent to holders of outstanding awards under the PSP and the DABP between the date of this Agreement and the Effective Date and such Dividend Equivalent shall only be paid with the prior agreement of Temenos and Bidco (such agreement not to be unreasonably withheld). Vested DABP awards 10. Temenos and Bidco each acknowledge and agree that there are 43,749 vested but outstanding time-based options which were granted in 2012, 2013 and 2015 under the DABP. These options may be exercised at any time, but must be exercised within one month of the Court Sanction Hearing Date or will otherwise lapse. Vesting of DABP awards 11. Temenos and Bidco each acknowledge and agree that on 20 March 2018, 63,021 outstanding time-based options and conditional share awards granted on 20 March 2015 under the DABP, will vest and become exercisable or require settlement. Vested options may be exercised at any time thereafter, but must be exercised within one month of the Court Sanction Hearing Date or will otherwise lapse. Settlement 12. Temenos and Bidco each acknowledge and agree that Fidessa: may issue new Fidessa Shares; and will recommend that, in priority to any new issue of Fidessa Shares, the EBT Trustee (in its capacity as trustee of the EBT) appoint Fidessa Shares held in the EBT to Fidessa Share Scheme participants or, on behalf of Fidessa Share Scheme participants, to the EBT Trustee (in its capacity as trustee for the MSPP) or to the SIP Trustee, as applicable, upon settlement of any awards granted under the Fidessa Share Schemes that vest and, if applicable, are exercised, or in connection with the announcement, declaration or payment of any dividend, whether as described in this Schedule or otherwise in the ordinary course, with the expectation that only newly issued Fidessa Shares will be used to settle awards held 23

26 by participants in the United States and Canada and only existing Fidessa Shares held in the EBT will be used to settle awards held by participants in Japan. The parties agree that the following will apply as regards the Fidessa Share Schemes in the context of the Acquisition PSP 13. As set out in the Agreed Calculations, under the PSP there are outstanding unvested performance-based awards, comprising physically-settled: (i) nil-cost options (granted to employees in jurisdictions other than the United States); and (ii) conditional share awards (granted to employees in the United States), each in respect of Fidessa Shares. 14. Temenos and Bidco each acknowledge that the extent to which such awards will vest on the Court Sanction Hearing Date in connection with the Acquisition, and then become exercisable or require settlement, as the case may be, is to be determined solely by the Remuneration Committee in accordance with the rules of the PSP. Whilst the Remuneration Committee will meet on the Court Sanction Hearing Date to formally make the necessary determination, on 19 February 2018 the Remuneration Committee resolved that, subject to the Court making the Scheme Court Order at the Scheme Court Hearing, it was minded to allow all of the outstanding PSP awards to vest as to 100% for performance, such number to then be reduced by 50% to reflect pro rating for time. 15. Temenos and Bidco each acknowledge that awards granted as nil-cost options which immediately vest and become exercisable on the Court Sanction Hearing Date must be exercised within one month of the Court Sanction Hearing Date or will otherwise lapse. It is envisaged that option holders will be invited to exercise their nil-cost options in advance of the Court Sanction Hearing Date, conditional on the making of the Scheme Order. 16. The Agreed Calculations set out the maximum number of awards under the PSP for which settlement by the issuance of new Fidessa Shares or the appointment of existing Fidessa Shares out of the EBT is proposed, and further specifies which such settlement method is envisaged, it being acknowledged that the precise number of Fidessa Shares affected will depend on the exercise of discretion by the Remuneration Committee on the Court Sanction Hearing Date. DABP 17. As set out in the Agreed Calculations, under the DABP there are outstanding unvested awards, comprising physically-settled: (i) nil-cost options (granted to employees in jurisdictions other than the United States); and (ii) conditional share awards (granted to employees in the United States), each in respect of Fidessa Shares. 18. Temenos and Bidco each acknowledge that such awards will, on the Court Sanction Hearing Date: (i) in the case of nil-cost options, immediately vest, become exercisable and must be exercised within one month of the Court Sanction Hearing Date or will otherwise lapse; and (ii) in the case of conditional share awards, immediately vest and require settlement, in each case, in accordance with the rules of the DABP. It is envisaged that option holders will be invited to exercise their nil-cost options in advance of the Court Sanction Hearing Date, conditional on the making of the Scheme Order. 24

27 19. The Agreed Calculations set out the maximum number of awards under the DABP for which settlement by the issuance of new Fidessa Shares or the appointment of existing Fidessa Share out of the EBT is proposed, and further specifies which such settlement method is envisaged. Annual bonus for 2017 payable in Temenos and Bidco each acknowledge that the annual bonuses awarded to certain employees of the Fidessa Group in respect of the financial year ending 31 December 2017 (the 2018 Bonuses ) will be payable in full in March 2018 on or around the normal payment dates. Temenos and Bidco further acknowledge and agree that: the Remuneration Committee has resolved that, with the exception of the Chief Financial Officer, the 2018 Bonuses will be paid in full in cash and no portion shall be awarded as a nil-cost option or conditional share award under the DABP; and subject to the Effective Date occurring prior to such normal payment date, Temenos will procure that the 2018 Bonuses are paid in full. 21. Fidessa acknowledges and agrees the following in relation to the 2018 Bonuses: (c) It will provide Temenos and Bidco with the total amount payable to employees (the Total Bonus Payment ) as soon as reasonably practicable following the meeting at which the Total Bonus Payment is determined; the awarding of the 2018 Bonuses and the calculation of the Total Bonus Payment is in the ordinary course of business of the Fidessa Group; and the prior written approval of Temenos shall be required to increase the Total Bonus Payment to an extent which is material in the context of the Wider Fidessa Group taken as a whole. SIP 22. Temenos and Bidco each acknowledge and agree that: participants in the SIP are entitled under the rules of the SIP to have monthly salary deductions applied by the SIP Trustee, within 30 days, to the acquisition or subscription of partnership Fidessa Shares on behalf of the relevant participant at a price per Fidessa Share determined by the SIP rules and, on the same day, for the SIP Trustee to receive on the participant s behalf one additional matching Fidessa Share for each partnership Fidessa Share acquired or subscribed for; and the Agreed Calculations set out the maximum number of Fidessa Shares for which delivery by the issuance of new Fidessa Shares or the appointment of existing Fidessa Share out of the SIP trust or the EBT is envisaged in connection with the SIP, and specifies which such settlement method is envisaged, it being acknowledged that the precise number of Fidessa Shares affected will depend on the extent of salary deductions at the relevant time. 25

28 MSPP 23. Temenos and Bidco each acknowledge and agree that: (c) (d) (e) participants in the MSPP are entitled under the rules of the MSPP to have monthly salary deductions (or, in the case of participants employed in Hong Kong, monthly contributions made by standing order) applied by the EBT Trustee (in its capacity as trustee for the MSPP), within 30 days, to the acquisition or subscription of Fidessa Shares on behalf of the relevant participant at a price per Fidessa Share determined by the MSPP rules and, on the same day (or as soon as reasonably practicable thereafter), to receive a matching share award in respect of one Fidessa Share for each Fidessa Share acquired or subscribed for; as set out in the Agreed Calculations, there are outstanding unvested matching share awards under the MSPP, comprising physically-settled conditional share awards, each in respect of Fidessa Shares; the extent to which such matching share awards will vest on the Court Sanction Hearing Date in connection with the Acquisition, and then require settlement, is to be determined solely by the Remuneration Committee, in accordance with the rules of the MSPP. Whilst the Remuneration Committee will meet on the Court Sanction Hearing Date to formally make the necessary determination, on 19 February 2018 the Remuneration Committee resolved that, subject to the Court making the Scheme Order at the Scheme Court Hearing, it was minded to allow 100% of the outstanding matching share awards to vest; the Agreed Calculations set out the maximum number of Fidessa Shares for which delivery by the issuance of new Fidessa Shares or the appointment of existing Fidessa Shares out of the EBT is envisaged in connection with the MSPP (whether in connection with monthly purchases or the vesting and settlement of matching share awards), and specifies which such settlement method is envisaged, it being acknowledged that the precise number of Fidessa Shares affected will depend on the extent of salary deductions or contributions at the relevant time and the exercise of discretion by the Remuneration Committee; and as provided in the MSPP rules, no further salary deductions or contributions will be made in respect of MSPP participants on or after the Court Sanction Hearing Date (or, at the discretion of the Remuneration Committee, on a date determined by the Remuneration Committee during a short period prior to the Court Sanction Hearing Date). 26

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