PLAN Anaplan Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

ANAPLAN, INC.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Anaplan, Inc.

50 Hawthorne Street

San Francisco, CA 94105

May 2, 2022

To the Stockholders of Anaplan, Inc.:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Anaplan, Inc., a Delaware corporation (“Anaplan”, the “Company”, “we”, “us”, or “our”) to be held virtually via live webcast at www.virtualshareholdermeeting.com/PLAN20225M at 8:00 am Pacific Time on June 9, 2022. Anaplan will hold the Special Meeting in a virtual meeting format only on the virtual meeting website. You will not be able to attend the Special Meeting physically in person.

On March 20, 2022, Anaplan entered into the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) by and among Anaplan, Alpine Parent, LLC, a Delaware limited liability company (“Parent”), and Alpine Merger Sub, Inc., a Delaware corporation (“Merger Sub”). Parent and Merger Sub are each affiliates of Thoma Bravo Fund XV, L.P. (“Sponsor”), and Parent, Merger Sub and Sponsor are each affiliates of the private equity firm Thoma Bravo, L.P. (“Thoma Bravo”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Anaplan (the “Merger”), and Anaplan will become a wholly owned subsidiary of Parent. At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement.

If the Merger is completed, you will be entitled to receive $66.00 in cash, net of applicable withholding taxes and without interest, for each share of common stock that you own (unless you have properly exercised your appraisal rights with respect to those shares), which represents a premium of approximately 46% to the five (5)-day volume-weighted average stock price of Anaplan’s common stock for the period ended March 18, 2022, the last trading day prior to the date on which Anaplan publicly announced that it had entered into the Merger Agreement.

The Board of Directors of Anaplan (the “Board of Directors” or the “Anaplan Board”), after considering the factors more fully described in the enclosed proxy statement (this “Proxy Statement”) and after consultation with its independent legal and financial advisors, has unanimously (1) determined that the Merger Agreement, the Merger and other transactions contemplated by the Merger Agreement, to be advisable and fair to, and in the best interests of, Anaplan and its stockholders, (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including, without limitation, the Merger, in accordance with the requirements of the DGCL, (3) recommended that Anaplan’s stockholders approve the Merger and the adoption of the Merger Agreement and (4) resolved that the Merger Agreement shall be submitted to Anaplan’s stockholders for approval at a special meeting of Anaplan stockholders duly held in accordance with the DGCL and the Company’s Amended and Restated Certificate of Incorporation, and Amended and Restated Bylaws. The Anaplan Board unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger.

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Anaplan Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the entire Proxy Statement and

its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Anaplan common stock.

Whether or not you plan to attend the Special Meeting virtually through the online Special Meeting portal, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting virtually and vote in person by ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of our common stock “FOR” approval of the proposal to adopt the Merger Agreement will have the same effect as voting “AGAINST” the proposal to adopt the Merger Agreement.

If you have any questions or need assistance voting your shares, please contact our Proxy Solicitor:

509 Madison Avenue

Suite 1206

New York, NY 10022

Banks and Brokers Call: (203) 561-6945

Stockholders Call Toll Free: (800) 662-5200

Email: PLAN@investor.morrowsodali.com

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

The accompanying Proxy Statement is dated May 2, 2022 and, together with the enclosed form of proxy card, is first being mailed on or about May 2, 2022.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense.

Anaplan, Inc.

50 Hawthorne Street

San Francisco, CA 94105

Stockholders entitled to vote at the Special Meeting and their duly appointed proxies may attend, be deemed present in person and vote at the Special Meeting, and access the list of stockholders entitled to vote at the Special Meeting during the Special Meeting, at www.virtualshareholdermeeting.com/PLAN20225M using the control number found on your proxy card or voting instruction form.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of common stock “FOR” the proposal to adopt the Merger Agreement will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Stockholders who do not vote in favor of the proposal to adopt the Merger Agreement will have the right to seek appraisal of the fair value of their shares of Anaplan common stock if they deliver a demand for appraisal before the vote is taken on the Merger Agreement and comply with the applicable requirements of Delaware law, which are summarized herein and reproduced in their entirety in Annex D to the accompanying Proxy Statement.

Dated: May 2, 2022

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE SPECIAL MEETING THROUGH THE ONLINE PORTAL, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a stockholder of record, voting virtually at the Special Meeting through the online portal at www.virtualshareholdermeeting.com/PLAN20225M will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to either (1) return your proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) virtually attend the Special Meeting personally or by proxy through the online portal, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the other two proposals.

We encourage you to read the accompanying Proxy Statement and its annexes carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

509 Madison Avenue

Suite 1206

New York, NY 10022

Banks and Brokers Call: (203) 561-6945

Stockholders Call Toll Free: (800) 662-5200

Email: PLAN@investor.morrowsodali.com

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this Proxy Statement, including the annexes to this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions under the caption “Where You Can Find More Information.”

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

Upon termination of the Merger Agreement under specified circumstances, (i) Anaplan will be required to pay Parent a termination fee of $293,122,500 and (ii) Parent will be required to pay to Anaplan a reverse termination fee of $586,245,000 if the Merger Agreement is terminated under different specified circumstances (in each case as described in the section of this Proxy Statement captioned “The Merger Agreement—Termination Fees”).

If a quorum is present at the Special Meeting, the failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone; or (3) vote via the online portal at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions and broker non-votes will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

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In determining the outcome of a stockholder vote on these proposals, we may only consider affirmative votes and negative votes cast on the proposals – abstentions and broker non-votes are not considered a vote cast affirmatively or negatively on a proposal and, accordingly, do not affect the outcome of the vote for these proposals.

The failure of any stockholder of record to either (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone; or (3) vote through the online portal at the Special Meeting will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on the adjournment proposal and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger.    

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If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” In that case, this Proxy Statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Anaplan common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone or through the online portal at the Special Meeting. Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to virtually attend the Special Meeting, you are strongly encouraged to vote your shares of Anaplan common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still submit your vote via the online portal at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and submit your vote via the online portal, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee. Additionally, you should follow the instructions on the voting form provided by your bank, broker or nominee for virtually attending the Special Meeting and submitting your vote through the online portal.

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If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You should follow the instructions on the voting form provided by your bank, broker or nominee for virtually attending the Special Meeting and submitting your vote through the online portal.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger.

Please sign, date and return (or grant your proxy electronically over the Internet or by telephone) each proxy card and voting instruction card that you receive.

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A Non-U.S. Holder (as defined under the caption “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Anaplan common stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States.

You should consult your own tax advisor to determine the U.S. federal income tax consequences of the Merger for you in light of your own particular circumstances and any consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction. A more complete description of certain U.S. federal income tax consequences of the Merger is provided under the caption “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

At the Effective Time, any Company Performance Option, whether or not vested or exercisable (A) the performance metrics of such Company Performance Option will be deemed achieved as of immediately prior to the Effective Time at one hundred percent (100%) of the target levels of performance and (B) if the optionholder remains in continuous service through the Effective Time, (x) such Company Performance Option shall be deemed a Vested Company Stock Option with respect to one-third (1/3) of the shares subject thereto, and (y) such Company Performance Option shall be deemed an Unvested Company Stock Option with respect to two-thirds (2/3) of the shares subject thereto (with fifty percent (50%) of such Unvested Company Stock Option to vest subject to the optionholder’s continued service with Parent or its subsidiaries on each of February 1, 2023 and February 1, 2024).

Each Company RSU that is outstanding as of the Effective Time, whether or not vested, including any Company RSUs that become vested immediately prior to the Effective Time, and each Company RSU that would have vested according to their terms as in effect on the date of the Merger Agreement, on or prior to January 31, 2023, will be cancelled and converted into the right to receive an amount in cash (less all deductions and withholdings required by law) equal to the product of (1) the Merger Consideration; and (2) the total number of shares of common stock subject to such award of Company RSUs. The cash right with respect to each Unvested Company RSU will be subject to the same continuous service-based vesting requirement that otherwise applied to the Unvested Company RSU.

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For any Company Performance RSUs that are outstanding as of the Effective Time, whether or not vested, (A) the performance metrics of such Company Performance RSU will be deemed achieved as of immediately prior to the Effective Time at one hundred percent (100%) of the target levels of performance and (B) if the RSU holder remains in continuous service through the Effective Time, (x) such Company Performance RSU shall be deemed a Vested Company RSU with respect to one-third (1/3) of the shares subject thereto, and (y) such Company Performance RSU shall be deemed an Unvested Company RSU with respect to two-thirds (2/3) of the shares subject thereto (with fifty percent (50%) of such Unvested Company RSU to vest subject to the RSU holder’s continued service with Parent or its subsidiaries on each of February 1, 2023 and February 1, 2024).

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509 Madison Avenue

Suite 1206

New York, NY 10022

Banks and Brokers Call: (203) 561-6945

Stockholders Call Toll Free: (800) 662-5200

Email: PLAN@investor.morrowsodali.com

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FORWARD-LOOKING STATEMENTS

This Proxy Statement, the documents to which we refer you in this Proxy Statement and information included in oral statements or other written statements made or to be made by us or on our behalf contain “forward-looking statements” that do not directly or exclusively relate to historical facts. You can typically identify forward-looking statements by the use of forward-looking words, such as “predicts,” “plan,” “expects,” “focus,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “will,” “might,” “momentum,” “can,” “could,” “design,” “see,” “seek,” “forecast” and other words of similar import. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to the following factors:

Consequently, all of the forward-looking statements that we make in this Proxy Statement are qualified by the information contained herein, including (1) the information contained under this caption and (2) other information described from time to time in our periodic filings with the SEC. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

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Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

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

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to (i) adopt the Merger Agreement, (ii) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices, located at 50 Hawthorne Street, San Francisco, CA 94105, during regular business hours for a period of no less than ten (10) days before the Special Meeting. If our principal executive offices are closed during regular business hours for health and safety reasons related to the COVID-19 (coronavirus) pandemic during such period, the list of stockholders will be made available for inspection upon request via email to investors@anaplan.com or by phone at (415) 742-8199, subject to our satisfactory verification of stockholder status, and will also be made available online during the Special Meeting via the Special Meeting website.

As of the Record Date, there were 150,476,816 shares of common stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person, present by means of remote communication in a manner, if any, authorized by the Anaplan Board in its sole discretion, or represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

Approval of the proposal to adopt the Merger Agreement requires a vote “FOR” the proposal by the holders of a majority of the outstanding shares of Anaplan common stock as of the Record Date. Adoption of the Merger Agreement by stockholders is a condition to the closing of the transactions contemplated by the Merger Agreement.

Approval of the proposal to adjourn the Special Meeting requires a vote “FOR” the proposal by a majority of the votes cast affirmatively or negatively on the subject matter. Approval, by non-binding, advisory vote, of compensation that will or may become payable to Anaplan’s executive officers in connection with the Merger requires a vote “FOR” the proposal by a majority of the votes cast affirmatively or negatively on the subject matter. In determining the outcome of a stockholder vote on these proposals, we may only consider affirmative votes and negative votes cast on the proposals – abstentions and broker non-votes are not considered a vote cast affirmatively or negatively on a proposal and, accordingly, do not affect the outcome of the vote for these proposals.

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If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on (i) any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or (ii) the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger.

A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares on such proposal. Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on (i) any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or (ii) the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger.

Abstentions will be counted as “shares present” at the Special Meeting for the purpose of determining whether a quorum exists, but shares held by a bank, broker or other nominee for the beneficial owner thereof which provides no voting instructions will not be considered present for the purposes of establishing a quorum.

Shares Held by Anaplan’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 6,624,066 shares of common stock, representing approximately 4.3% of the shares of common stock outstanding on the Record Date.

Voting of Proxies

If your shares are registered in your name with our transfer agent, Computershare Trust Company, N.A., you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote by virtually attending the Special Meeting and submitting your vote through the online portal. Additionally, you may grant a proxy electronically over the Internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you virtually attend the Special Meeting and submit your vote through the online portal, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted (i) “FOR” adoption of the Merger Agreement; (ii) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (iii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or following the instructions from your broker to virtually attend the Special Meeting and

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submitting your vote through the online portal. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not virtually attend the Special Meeting and submitting your vote through the online portal, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger.

Revocability of Proxies

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

If you have submitted a proxy, your appearance at the Special Meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also follow the instructions from your broker and virtually attend the Special Meeting and submit your vote through the online portal.

Any adjournment, postponement, or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Board of Directors’ Recommendation

The Board of Directors, after considering various factors described under the caption “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously (i) determined that the Merger Agreement, the Merger and other transactions contemplated by the Merger Agreement, to be advisable and fair to, and in the best interests of, Anaplan and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including, without limitation, the Merger, in accordance with the requirements of the DGCL, (iii) recommended that Anaplan’s stockholders approve the Merger and the adoption of the Merger Agreement and (iv) resolved that the Merger Agreement shall be submitted to Anaplan’s stockholders for approval at a special meeting of Anaplan stockholders duly held in accordance with the DGCL and the Company’s Amended and Restated Certificate of Incorporation, and Amended and Restated Bylaws. The Board of Directors unanimously recommends that you vote (i) “FOR” the adoption of the Merger Agreement; (ii) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Anaplan. We have retained Morrow Sodali LLC, a proxy solicitation firm (the “Proxy Solicitor”), to solicit proxies in connection with the Special Meeting at a cost of

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approximately $25,000 plus expenses. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be consummated in the first half of 2022.

Appraisal Rights

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

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as, or less than the value of the Merger Consideration.

To exercise your appraisal rights, you must (i) deliver a written demand for appraisal to Anaplan before the vote is taken on the adoption of the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement and (iii) continue to hold your shares of common stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex D to this Proxy Statement. If you hold your shares of common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, broker or nominee.

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents this year or in future years, follow the instructions described below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, follow these instructions.

If you are a stockholder of record, you may contact us by writing to Anaplan, Inc., Attention: Corporate Secretary, 50 Hawthorne Street, San Francisco, CA 94105 or calling at (415) 742-8199. Eligible stockholders of record receiving multiple copies of this Proxy Statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Questions and Additional Information

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

509 Madison Avenue

Suite 1206

New York, NY 10022

Banks and Brokers Call: (203) 561-6945

Stockholders Call Toll Free: (800) 662-5200

Email: PLAN@investor.morrowsodali.com

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this Proxy Statement as Annex A and incorporated into this Proxy Statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Parties Involved in the Merger

Anaplan, Inc.

50 Hawthorne Street

San Francisco, CA 94105

Phone: (415) 742-8199

Anaplan is a market-leading cloud-native enterprise SaaS company, transforming how enterprises across industries see, plan, and drive their business. Powered by our proprietary calculation engine and Hyperblock^® technology, our platform lets customers model what-if scenarios, contextualize current performance in real time, and forecast future outcomes for faster, more confident decisions. Embracing constant change, our customers use Anaplan to rapidly pivot strategies, redeploy resources, and optimize plans for growth, efficiency, demand, and profitability. Anaplan equips teams to overcome obstacles and seize opportunities ahead of competitors. Anaplan’s common stock is listed on NYSE under the symbol “PLAN”.

Alpine Parent, LLC

c/o Thoma Bravo, L.P.

600 Montgomery Street, 20th Floor

San Francisco, CA 94111

Phone: (415) 263-3600

Parent was formed on March 16, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of equity and debt financing in connection with the Merger.

Alpine Merger Sub, Inc.

c/o Thoma Bravo, L.P.

600 Montgomery Street, 20th Floor

San Francisco, CA 94111

Phone: (415) 263-3600

Merger Sub is a wholly owned subsidiary of Parent and was formed on March 16, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of equity and debt financing in connection with the Merger.

Parent and Merger Sub are each affiliated with Sponsor.

In connection with the transactions contemplated by the Merger Agreement, Sponsor has provided to Parent an equity commitment of up to $10,500,000,000 (pursuant to the terms and conditions as described further under the caption “The Merger—Financing of the Merger”). After giving effect to the Merger, Anaplan, as the Surviving Corporation, will be affiliated with Thoma Bravo. Parent has separately obtained debt financing commitments and does not presently anticipate that the entire $10,500,000,000 of equity commitments under the Equity Commitment Letter will be funded in equity in connection with the closing.

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Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Anaplan, and Anaplan will continue as the Surviving Corporation and as a wholly owned subsidiary of Parent. As a result of the Merger, our common stock will no longer be publicly traded and will be delisted from NYSE. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

Effect on Anaplan if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Anaplan will remain an independent public company, our common stock will continue to be listed and traded on NYSE and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Anaplan operates and risks related to adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, the price of our common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this Proxy Statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of common stock. If the Merger is not completed, the Anaplan Board will continue to evaluate and review Anaplan’s business operations, strategic direction and capitalization, among other things, and will make such decisions and changes regarding such matters as are deemed appropriate. If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Anaplan Board will be offered or that Anaplan’s business, prospects or results of operation will not be adversely impacted.

Upon termination of the Merger Agreement under specified circumstances, Anaplan will be required to pay Parent a termination fee of up to $293,122,500. Parent will be required to pay to Anaplan a reverse termination fee of $586,245,000 if the Merger Agreement is terminated under different specified circumstances. For more information, please see the section captioned “The Merger Agreement—Termination Fees.”

Merger Consideration

In the Merger, each outstanding share of common stock (other than shares owned by (i) Parent or Merger Sub and (ii) stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Merger Consideration.

After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described below under the caption “Appraisal Rights”).

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Background of the Merger

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

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

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

Reasons for the Recommendation of the Anaplan Board

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

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

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

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

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

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

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

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Ability to Negotiate Increased Offer Price. The Anaplan Board also considered the fact that Parent increased its offer price from its initial offer of $63.00 per share to $66.00 per share of Anaplan common stock and indicated that its offer price of $66.00 per share of Anaplan common stock was its “best and final” offer. The Anaplan Board believed that the price offered by Parent was the highest price reasonably attainable, in light of several factors, including without limitation the course of negotiations with Parent, the results of Goldman Sachs’ and Qatalyst Partners’ outreach to other potential acquirers and the likelihood of other potential acquirers making a higher offer.

Market Volatility and Uncertainty Regarding Similar Strategic Alternatives. The Anaplan Board also considered the volatility in the public markets and uncertainty of the availability to Anaplan of similar strategic alternatives in the future in light of current marketplace conditions.

Opinion of Goldman Sachs, Financial Advisor to Anaplan.

The Anaplan Board considered the financial analyses reviewed and discussed with the Anaplan Board by Goldman Sachs at a meeting of the Anaplan Board on March 20, 2022. At such meeting of the Anaplan Board, Goldman Sachs rendered its oral opinion, subsequently confirmed by delivery of its written opinion, dated March 20, 2022, to the Anaplan Board that, as of the date of the written opinion and based upon and subject to the factors and assumptions set forth therein, the $66.00 in cash per share of Anaplan Common Stock to be paid to the holders (other than Parent and its affiliates) of such shares pursuant to the Merger Agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated March 20, 2022, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Anaplan Board in connection with its consideration of the Merger. The Goldman Sachs opinion is not a recommendation as to how any holder of Anaplan common stock should vote with respect to the Merger, or any other matter.

Opinion of Qatalyst Partners, Financial Advisor to Anaplan

The Anaplan Board considered the financial analyses reviewed and discussed with the Anaplan Board by Qatalyst Partners at a meeting of the Anaplan Board on March 20, 2022. At such meeting of the Anaplan Board, Qatalyst Partners rendered to the Anaplan Board its oral opinion, subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Anaplan common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders.

The full text of Qatalyst Partners’ written opinion, dated March 20, 2022, is attached hereto as Annex C and is incorporated by reference herein. Qatalyst Partners’ opinion was provided to the Anaplan Board and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Anaplan common stock (other than Parent or any affiliate of Parent), to such holders, and it does not address any other aspect of the Merger. It does not

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constitute a recommendation as to how any holder of shares of Anaplan common stock should vote with respect to the Merger or any other matter and does not in any manner address the price at which Anaplan common stock will trade or otherwise be transferable at any time.

Financial Projections. The Anaplan Board considered the Financial Projections prepared by Anaplan’s senior management team. The Anaplan Board understood that these Financial Projections were based on assumptions and estimates that are difficult to project and were subject to high levels of uncertainty and also significant execution risk.

Cash Consideration. The Anaplan Board considered that the form of consideration to be paid to Anaplan stockholders in the Merger was all-cash and considered the certainty of value compared to other forms of consideration and immediate liquidity associated with such cash consideration, while eliminating the effect of long-term industry, competitive and execution risk.

Likelihood of Closing. The Anaplan Board concluded that the Merger would likely be consummated in an orderly manner as a result of a number of factors, including:

Speed of Closing. The Anaplan Board considered the anticipated timing of the consummation of the Merger and concluded that, subject to the satisfaction or waiver of the applicable conditions set forth in the Merger Agreement, the Merger would allow Anaplan stockholders to receive the consideration in a relatively short timeframe. The Anaplan Board also determined that such a relatively short timeframe would be expected to reduce the uncertainty and potential disruption to Anaplan’s business during the pendency of the Merger.

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Merger Agreement. The Anaplan Board considered the terms and conditions of the Merger Agreement, including:

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The Anaplan Board also considered a variety of risks and other potentially negative factors relating to the Merger in making its determination and reaching its recommendation, including the following (which factors are not necessarily presented in order of relative importance):

No Stockholder Participation in Future Growth or Earnings. The Anaplan Board considered the fact that the nature of the Merger as an all-cash transaction means that Anaplan stockholders would no longer be able to participate in any future earnings or growth of Anaplan or benefit from any appreciation in the value of Anaplan following the consummation of the Merger, which earnings or growth could have resulted, if Anaplan had remained independent, in future prices for shares of the Anaplan common stock in excess of the Merger Consideration.

Risk of Non-Consummation. The Anaplan Board considered the fact that, while Anaplan expects that the Merger will be consummated, there can be no assurance that the conditions to the Merger will be satisfied, and that, as a result, the Merger may not be consummated. The Anaplan Board considered the potential risks associated with a failure of the Merger to be consummated, including (i) the extensive time and effort expended by Anaplan’s directors, senior management and other employees during the pendency of the proposed Merger, (ii) the significant transaction-related costs and opportunity costs incurred by Anaplan, (iii) the trading price for shares of Anaplan’s common stock could be negatively

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impacted, (iv) Anaplan’s business could be disrupted and negatively impacted, including loss of business partners and employees, and (v) the market’s perceptions of Anaplan’s prospects could be adversely affected.

Restrictions on Conduct of Business. The Anaplan Board considered the limitations on Anaplan’s pursuit of business opportunities during the pendency of the Merger due to certain covenants contained in the Merger Agreement requiring Anaplan to operate its business in the ordinary course of business consistent with past practice and, subject to specified exceptions, to comply with certain other operating restrictions. Such restrictions could delay or prevent Anaplan from pursuing business opportunities that may arise during the pendency of the proposed Merger and/or have a significant adverse effect on Anaplan’s ability to respond to changing market and business conditions, in a timely manner, or at all.

Impact of Negotiation and Announcement. The Anaplan Board considered the impact on Anaplan’s business of the negotiation and public announcement of the proposed Merger, including the potentially negative effects that the negotiation and announcement may have on Anaplan’s business relationships and its ability to attract and retain key management, technical and other personnel while the Merger is pending.

Inability to Solicit Other Acquisition Proposals. The Anaplan Board considered the covenant in the Merger Agreement prohibiting Anaplan from soliciting other competing acquisition proposals.

Termination Fee. The Anaplan Board considered the possibility that the $293,122,500 termination fee could potentially dissuade a potential acquirer from proposing an alternative acquisition transaction that could be of greater value to Anaplan stockholders than the Merger.

Antitrust Clearance. The Anaplan Board considered the fact that completion of the Merger is subject to antitrust clearance in the United States.

Possible Loss of Key Management or Other Personnel. The Anaplan Board considered the risk of the possible loss of key management or other personnel of Anaplan during the pendency of the Merger.

Interests of the Board and Management. The Anaplan Board considered the fact that Anaplan’s directors and officers may have financial interests in the transactions contemplated by the Merger Agreement, including the Merger, that may be different from or in addition to those of Anaplan’s other stockholders, and the risk that these interests might influence their decision with respect to the transactions contemplated by the Merger Agreement.

Tax Treatment. The Anaplan Board considered the fact that the cash consideration to be received by Anaplan stockholders in the Merger would be taxable to U.S. Holders (as defined under the section captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”). However, the Anaplan Board noted that the all-cash nature of the consideration payable in the transactions contemplated by the Merger Agreement would provide such Anaplan stockholders with adequate cash for the payment of any taxes due.

The foregoing discussion of the reasons for the Anaplan Board’s recommendation that Anaplan stockholders vote in favor of adoption of the Merger Agreement is not meant to be exhaustive, but addresses the material information and factors considered by the Anaplan Board in consideration of its recommendation. In view of the wide variety of factors considered by the Anaplan Board in connection with the evaluation of the Merger and the complexity of these matters, the Anaplan Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, the Anaplan Board did not reach any specific conclusion with respect to any of the particular factors considered. Instead, the Anaplan Board conducted an overall analysis of the factors described above and made its determinations and recommendations based on the totality of the information reviewed. The judgments of individual members of the Anaplan Board may have been influenced to a greater or lesser degree by different factors. The Anaplan Board ultimately concluded that, in the aggregate, the potential benefits of the Merger outweighed the potential risks or negative consequences of the Merger.

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For the reasons described above, the Anaplan Board unanimously recommends that Anaplan’s stockholders vote in favor of adoption of the Merger Agreement.

Opinions of Anaplan’s Financial Advisors

Opinion of Goldman Sachs, Financial Advisor to Anaplan.

At a meeting of the Anaplan Board held on March 20, 2022, Goldman Sachs rendered its oral opinion, subsequently confirmed by delivery of its written opinion, dated March 20, 2022, to the Anaplan Board that, as of the date of the written opinion and based upon and subject to the factors and assumptions set forth therein, the $66.00 in cash per share of Anaplan common stock to be paid to the holders (other than Parent and its affiliates) of such shares pursuant to the Merger Agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated March 20, 2022, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Anaplan Board in connection with its consideration of the Merger. The Goldman Sachs opinion is not a recommendation as to how any holder of Anaplan common stock should vote with respect to the Merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of Anaplan regarding their assessment of the past and current business operations, financial condition and future prospects of Anaplan; reviewed the reported price and trading activity for the shares of Anaplan common stock; compared certain financial and stock market information for Anaplan with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the software industry; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the consent of the Anaplan Board, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the consent of the Anaplan Board that the Financial Projections were reasonably prepared on a basis reflecting the best then available estimates and judgments of the management of Anaplan. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Anaplan or any of its subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal.

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Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger would be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to Goldman Sachs’ analysis. Goldman Sachs assumed that the Merger would be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion did not address the underlying business decision of Anaplan to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to Anaplan; nor did it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of its opinion, 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 the holders of such shares pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Anaplan; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Anaplan, or class of such persons, in connection with the Merger, whether relative to the $66.00 in cash per share of Anaplan common stock to be paid to the holders of shares of Anaplan common stock pursuant to the Merger Agreement or otherwise. Goldman Sachs’ opinion did not express any opinion as to the prices at which the shares of Anaplan common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Anaplan, Parent or the Merger, or as to the impact of the Merger on the solvency or viability of Anaplan or Parent or the ability of Anaplan or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to it as of, the date of its opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ advisory services and its opinion were provided for the information and assistance of the Anaplan Board in connection with its consideration of the Merger and such opinion does not constitute a recommendation as to how any holder of shares of Anaplan common stock should vote with respect to the Merger or any other matter. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses presented by Goldman Sachs to the Anaplan Board in connection with rendering to the Anaplan Board the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 18, 2022, the last trading day before the public announcement of the Merger, and is not necessarily indicative of current market conditions.

Implied Transaction Premia and Multiples Analysis

Based on the closing price of $50.59 per share of Anaplan common stock on March 18, 2022, the last trading day prior to March 20, 2022, the date on which Goldman Sachs rendered its opinion to the Anaplan Board, Goldman Sachs calculated the following premia:

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The results of these analyses are summarized as follows:

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

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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

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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.

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

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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”:

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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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:

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

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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.

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

Opinion of Qatalyst Partners, Financial Advisor to Anaplan

Anaplan retained Qatalyst Partners to act as one of its financial advisors in connection with a potential transaction such as the Merger and to evaluate whether the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Anaplan common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Anaplan selected Qatalyst Partners to act as Anaplan’s financial advisor based on Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of Anaplan and the industry in which it operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this Proxy Statement. At the meeting of the Anaplan Board on March 20, 2022, Qatalyst Partners rendered to the Anaplan Board its oral opinion, subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Anaplan common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated March 20, 2022, to the Anaplan Board following the meeting of the Anaplan Board.

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

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

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

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

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

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

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Illustrative Discounted Cash Flow Analysis

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

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

Illustrative Selected Companies Analysis

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

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

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

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

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

Illustrative Selected Transactions Analysis

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

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

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

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

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

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

Miscellaneous

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

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Anaplan common stock (other than Parent or any affiliate of Parent), to such holders. These analyses do not purport to be appraisals or to reflect the price at which Anaplan common stock might actually trade or otherwise be transferable at any time.

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

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

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

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

Certain Financial Projections

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

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

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

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

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

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

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

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

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

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

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

($ in millions)

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

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PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE, EXCEPT AND ONLY TO THE EXTENT THAT MAY BE OTHERWISE REQUIRED BY APPLICABLE LAW.

Interests of Anaplan’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by stockholders.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions, as well as those described in the footnotes to the table in the section below captioned “—Golden Parachute Compensation” were used:

Treatment of Equity-Based Awards

Treatment of Stock Options in the Merger

As of the Record Date, there were 4,425,144 outstanding options to acquire Anaplan common stock of which all options were “in-the-money” (that is, with an exercise price less than the Merger Consideration) and 0 options were “out-of-the-money” (that is, with an exercise price equal to or greater than the Merger Consideration). As of the Record Date, Anaplan’s directors and executive officers held 3,047,727 “in-the-money” options. The Merger Agreement provides that Anaplan’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment at the Effective Time:

Each Vested Company Stock Option outstanding to purchase shares of common stock and each Additional Vesting Company Stock Option will be cancelled and converted into the right to receive an amount in cash (without interest and subject to withholding for all required taxes) equal to the product of (1) the amount, if any, by which the Merger Consideration exceeds the exercise price per share of common stock underlying such Vested Company Stock Option or Additional Vesting Company Stock Option and (2) the total number of shares of common stock subject to such Vested Company Stock Option or Additional Vesting Company Stock Option as of immediately prior to the Effective Time. Each Unvested Company Stock Option outstanding to purchase shares of common stock, will be cancelled and converted into the right to receive an amount in cash (without interest and subject to withholding for all required taxes) equal to the product of (1) the amount, if any, by which the Merger Consideration exceeds the exercise price per share of common stock underlying such stock option; and (2) the total number of shares of common stock subject to such option as of immediately prior to the Effective Time, and subject to the optionholder’s continued service with Parent or its subsidiaries until the applicable vesting date(s), vest and be payable at the same time as such Unvested Company Stock Options would have vested pursuant to its terms (including, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting). Each option with an exercise price per share equal to or greater than the Merger Consideration will be cancelled without consideration.

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For any Company Performance Option, (A) the performance metrics of such Company Performance Option will be deemed achieved as of immediately prior to the Effective Time at one hundred percent (100%) of the target levels of performance and (B) shall be treated like other Company Stock Options pursuant to the preceding paragraph, it being understood that (x) such Company Performance Option shall be deemed a Vested Company Stock Option with respect to one-third (1/3) of the shares subject thereto, and (y) such Company Performance Option shall be deemed an Unvested Company Stock Option with respect to two-thirds (2/3) of the shares subject thereto (with fifty percent (50%) of such Unvested Company Stock Option to vest subject to the optionholder’s continued service with Parent or its subsidiaries on each of February 1, 2023 and February 1, 2024).

Treatment of Restricted Stock Units in the Merger

As of the Record Date, there were 8,947,507 outstanding restricted stock units (rights to receive Anaplan shares), 1,323,756 of which were held by our directors and executive officers. As of the Effective Time, each Vested Company RSU and each Additional Vesting Company RSU will be cancelled and converted into the right to receive an amount in cash (without interest and subject to withholdings for all required taxes) equal to the product of (1) the Merger Consideration and (2) the total number of shares of common stock subject to such Vested Company RSU or Additional Vesting Company RSU immediately prior to the Effective Time. Each Unvested Company RSU will be cancelled and converted into the right to receive an amount in cash (without interest and subject to withholdings for all required taxes) equal to the product of (1) the Merger Consideration and (2) the total number of shares of common stock subject to such Unvested Company RSU immediately prior to the Effective Time, and subject to the RSU holder’s continued service with Parent or its subsidiaries through the applicable vesting date(s), vest and be payable at the same time as such Unvested Company RSUs would have vested pursuant to its terms (including, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting) and under the same conditions as such Unvested Company RSUs for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the cash amounts.

For any Company Performance RSU, (A) the performance metrics of such Company Performance RSU will be deemed achieved as of immediately prior to the Effective Time at 100% of the target levels of performance and (B) shall be treated like other Company RSUs pursuant to the preceding paragraph, it being understood that (x) such Company Performance RSU shall be deemed a Vested Company RSU with respect to one-third (1/3) of the shares subject thereto, and (y) such Company Performance RSU shall be deemed an Unvested Company RSU with respect to two-thirds (2/3) of the shares subject thereto (with fifty percent (50%) of such Unvested Company RSU to vest subject to the RSU holder’s continued service with Parent or its subsidiaries on each of February 1, 2023 and February 1, 2024).

Director Equity Awards

Non-employee members of the Board of Directors receive equity awards in consideration of their service on the Board of Directors. All such awards will vest in full upon the Effective Time and will be cancelled and paid out as described above.

Equity Interests of Anaplan’s Executive Officers and Non-Employee Directors

The following table sets forth the number of shares of common stock and the number of shares of common stock underlying equity awards that are in-the-money (at the Merger Consideration, in the case of Company Stock Options) and are currently held by each of Anaplan’s executive officers and non-employee directors, in each case that either are currently vested or that will or may vest in connection with the Merger, assuming that the Effective Time occurs on April 1, 2022. A portion of the unvested shares underlying Company Stock Options held by our officers and directors are early exercisable and therefore subject to certain rights of repurchase by

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Anaplan. The table also sets forth the values of these shares and equity awards based on the Merger Consideration (minus the applicable exercise price for the in-the-money options).

Potential Severance Payments and Benefits

Severance and Change in Control Agreements

Anaplan has entered into severance and change in control agreements (the “Post-Employment Compensation Agreements”) with certain of its executive officers, which provide for specified payments and benefits in the event of certain qualifying terminations of employment, including a qualifying termination of employment in connection with a change in control. Except as noted hereafter or in the section of this Proxy Statement captioned “Treatment of Equity-Based Awards”, no payments, benefits or acceleration of vesting of payments or benefits will be triggered solely upon the occurrence of a change in control, unless an acquirer does not assume or substitute a comparable award for an outstanding equity award or a named executive officer is subject to a qualifying termination during the change in control period beginning three (3) months before and up to twelve (12) months after a qualified change in control, or 18 months in case of our CEO (the “CiC Period”) (a so-called “double-trigger” arrangement). Notwithstanding the foregoing, any performance-based equity held by a named executive officer will be treated as provided below. Generally, in the case of the acceleration of vesting of outstanding equity awards, we use this “double-trigger” arrangement to protect against the loss of retention value following a change in control and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction. In the event such executive officers is subject to a qualifying termination during a CiC Period, each such executive would be

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entitled to receive a lump-sum payment equal to 12 months of such executive’s base salary, target bonus, and COBRA payments, as well as 100% acceleration of any unvested equity held at the time of termination, with any performance goals deemed achieved at the greater of 100% of target or actual performance.

Notwithstanding the foregoing and other than with respect to any outstanding performance-based equity, under the terms of his Post-Employment Compensation Agreement with us, if Mr. Calderoni remains employed through the occurrence of a change in control, then 50% of his then-unvested shares subject to his outstanding equity awards will immediately vest, and in the case of Company Stock Options become immediately exercisable, and if he remains in continuous service with us through the one-year anniversary of a change in control, then 100% of his then-unvested shares subject to such outstanding equity awards will immediately vest, and in the case of Company Stock Options become immediately exercisable. In addition, if Mr. Calderoni is terminated during the CiC Period, he would be entitled to receive a lump-sum payment equal to 18 months of such executive’s base salary, target bonus, and COBRA payments, as well as 100% acceleration of any unvested equity held at the time of termination, with any performance goals deemed achieved at the greater of 100% of target or actual performance.

With respect to the performance-based restricted stock units granted to Mr. Schuh in December 2020, the applicable award agreement provides that if Mr. Schuh is subject to a qualifying termination during the CIC Period, the award will vest in full, and the performance condition will be deemed achieved at the greater of actual performance or target achievement.

With respect to the performance-based restricted stock units granted to each of Mrs. Pinczuk and Mr. Schuh in February 2021, the applicable award agreements provide that if Mrs. Pinczuk or Mr. Schuh remains in continuous service through a change of control, a pro rata portion of their awards will vest immediately prior to the change in control, with the performance condition deemed achieved based on actual performance and the extent to which they have satisfied the service condition through such date, and an additional portion of the awards will vest on January 31, 2024, based on actual performance through the change in control, subject to Mrs. Pinczuk and Mr. Schuh remaining in continuous service through such vesting date. In addition, if such executive officer were to be subject to a qualifying termination during the CiC Period, the vesting described above for each of their performance-based awards would occur upon such termination, with the performance condition deemed achieved based on the greater of actual performance or target achievement.

With respect to the performance-based restricted stock units granted to each of Mrs. Pinczuk and Mr. Schuh in September 2021, and the performance-based restricted stock units granted to Mr. Mehta in July 2021, the applicable award agreements provide that if such executive remains in continuous service through a change of control, a portion of their awards will vest on each of the remaining quarterly installment dates, with the performance condition deemed achieved based on actual performance through the change in control, subject to such executive officer remaining in continuous service through each such vesting date. In addition, if such executive officer were to be subject to a qualifying termination during the CiC Period, the vesting described above for each of their performance-based awards would occur upon such termination, with the performance condition deemed achieved based on the greater of actual performance or target achievement. Notwithstanding the foregoing terms of Mrs. Pinczuk’s, Mr. Schuh’s, and Mr. Mehta’s performance-based equity awards, if they become eligible for more favorable vesting acceleration provisions pursuant to any other written agreement with the Company, including a severance and change in control agreement, the more favorable terms in such other agreement shall apply instead of the acceleration terms in the aforementioned performance-based equity agreements.

With respect to the performance-based restricted stock units granted to Mr. Calderoni in February 2021, the applicable award agreement provides that if Mr. Calderoni remains in continuous service through a change in control transaction, then 50% of his award, to the extent the performance condition was satisfied, will vest immediately prior to the change in control, and the remaining 50% of the award, to the extent the performance condition was satisfied, will vest if Mr. Calderoni remains in continuous service through the first anniversary of the closing of the change in control, with the performance condition deemed achieved based on actual

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performance through the change in control. In addition, if Mr. Calderoni were to be subject to a qualifying termination during the CiC Period, the vesting described above would occur upon such termination.

In addition, for the aforementioned executives, to the extent either the terms provided under the Merger Agreement or the terms of his or her performance-based award agreement or other written agreement with the Company provides for more favorable treatment with respect to the achievement of a performance or vesting condition or the timing of payments in connection with or following a change in control, such more favorable terms shall apply.

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to each of our named executive officers in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation. The amounts indicated in the table below are estimates of the amounts that would be payable assuming, solely for purposes of this table, that the Merger was consummated on April 1, 2022, and that the employment of each of the named executive officers was immediately terminated either by Anaplan without cause or as a result of the officer’s resignation with good reason. Anaplan’s executive officers will not receive pension, non-qualified deferred compensation, tax reimbursement or other benefits in connection with the Merger. Some of the amounts set forth in the table would be payable solely by virtue of the consummation of the Merger. In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below.

The amounts set forth below are estimates of amounts that would be payable to the named executive officers using the assumptions described above under the section captioned “The Merger—Interests of Anaplan’s Directors and Executive Officers in the Merger—Certain Assumptions.” These estimates are based on multiple assumptions that may or may not actually occur, including assumptions described in this Proxy Statement. All dollar amounts set forth below have been rounded. Some of the assumptions are based on information not currently available, and as a result the actual amounts, if any, to be received by a named executive officer may differ in material respects.

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Indemnification and Insurance of Directors and Officers

From and after the Effective Time, Parent shall cause the Surviving Corporation to, fulfill and honor in all respects the obligations of Anaplan pursuant to any indemnification, exculpation or advancement of expenses or similar agreement by Anaplan or any of its subsidiaries in favor of any Indemnified Person (as defined below) (the “Indemnification Agreements”) (and all other indemnification agreements of Anaplan that are on terms substantially similar to the Indemnification Agreements) and any indemnification, exculpation or advancement of expenses provisions under the certificate of incorporation or bylaws of Anaplan (or comparable organizational documents of its subsidiaries) in effect as of the date of the Merger Agreement; provided, that such obligations shall be subject to any limitation imposed from time to time under applicable law.

Prior to the Effective Time, Anaplan shall, and for six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, provide officers’ and directors’ liability, fiduciary liability and similar insurance (collectively, “D&O Insurance”) in respect of acts or omissions occurring prior to the Effective Time covering each person who is or was prior to the Effective Time an officer or director of Anaplan or its subsidiaries and each person who is now or was prior to the Effective Time an officer or director of Anaplan or its subsidiaries who served as a fiduciary under or with respect to any employee benefit plan of Anaplan or its subsidiaries (each an “Indemnified Person”) covered as of the date of the Merger Agreement by Anaplan’s D&O Insurance policies on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date of the Merger Agreement as well as covering claims brought against each Indemnified Person under ERISA; provided, that, the Surviving Corporation shall not be obligated to pay annual premiums in the aggregate in excess of 400% of the amount per annum Anaplan paid in its last full fiscal year (provided, that if the annual premium of such insurance coverage exceeds such amount, Parent or the Surviving Corporation shall be obligated to obtain the most advantageous policies available for an annual premium equal to such amount). In furtherance of and subject to the foregoing, prior to the Effective Time, Anaplan shall purchase a “tail” directors’ and officers’ liability insurance policy, covering the same persons and providing the same terms with respect to coverage and premium amount as aforesaid, and that by its terms shall provide coverage until the sixth annual anniversary of the Effective Time, and upon the purchase of such insurance Parent’s and the Surviving Corporation’s obligations shall be deemed satisfied for so long as such insurance is in full force and effect and covers the matters that would otherwise be covered pursuant to the foregoing; Parent and the Surviving Corporation shall not cancel any D&O Insurance (Including any “tail” directors’ and officers’ liability insurance policy) during its term.

The rights of each Indemnified Person set forth above shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any other rights to which each Indemnified Person is entitled, whether pursuant to law, contract or otherwise. The obligations of Parent and the Surviving Corporation shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom the foregoing provisions apply without the consent of such affected Indemnified Person. Parent shall cause the Surviving Corporation to pay all expenses, including reasonable attorneys’ fees, that may be incurred by an Indemnified Person in enforcing the indemnity and other obligations provided pursuant to the foregoing provisions.

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If (1) Parent, the Surviving Corporation or any of its successors or assigns (x) consolidates with or merges into any other person and shall not be the continuing or the surviving corporation or entity of such consolidation or merger, or (y) transfers or conveys all or substantially all of its properties and assets to any person or (2) Parent or any of its successors or assigns dissolves the Surviving Corporation, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth above.

Executive Officers Following the Merger

As of the date of this Proxy Statement, none of our executive officers has entered into any new agreement or arrangement with Anaplan, Thoma Bravo or any of their affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates, and under the Merger Agreement, any such agreement would require the approval of the Company. The Merger is not conditioned upon any Anaplan executive officer agreeing to remain with the Surviving Corporation.

Financing of the Merger

We presently anticipate that the total funds needed to complete the Merger and the related transactions will be approximately $10.7 billion, which will be funded via equity and debt financing described below; provided that if any portion of the debt financing becomes unavailable, such unavailability will not affect Sponsor’s obligations under the Equity Commitment Letter described below. This amount includes funds needed to pay (1) the Merger Consideration payable for all shares of Anaplan common stock in connection with the transactions contemplated by the Merger Agreement, (2) any other amounts required to be paid at the closing in connection with the consummation of the transactions contemplated by the Merger Agreement (including any and all payments with respect to Company Stock Options or Company RSUs payable under the Merger Agreement at closing), and (3) all associated fees, costs and expenses in connection with the Merger and the other transactions contemplated by the Merger Agreement, including the Equity Financing, in each case, to the extent required to be paid on the closing date. Parent and Merger Sub have represented to Anaplan in the Merger Agreement that, when taken together with Anaplan’s cash on hand, the aggregate proceeds from the Equity Financing are sufficient to pay the fees and expenses required to be paid at the closing of the Merger by them under the Merger Agreement.

Parent and Merger Sub have obtained a commitment from Sponsor to provide equity pursuant to the terms of the Equity Commitment Letter. In connection with the Merger Agreement, Parent and Merger Sub have delivered to Anaplan a copy of the Equity Commitment Letter. Notwithstanding anything in the Merger Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the financing contemplated by the Equity Commitment Letter) by or to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub under the Merger Agreement.

Parent has separately obtained debt financing commitments and does not presently anticipate that the entire $10,500,000,000 equity commitment under the Equity Commitment Letter will be funded in equity in connection with the closing.

Equity Financing

Pursuant to the Equity Commitment Letter, Sponsor has committed to contribute or cause to be contributed to Parent at the closing of the Merger certain equity financing for the purpose of funding the Merger Consideration payable for all shares of Anaplan common stock in connection with the transactions contemplated by the Merger Agreement, any other amounts required to be paid at the closing in connection with the consummation of the transactions contemplated by the Merger Agreement (including any and all payments with respect to Company Stock Options or Company RSUs payable under the Merger Agreement at closing) and,

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together with the Company’s cash on hand as of the closing date, all associated fees, costs and expenses in connection with the Merger and the other transactions contemplated by the Merger Agreement, including that certain equity financing, in each case, to the extent required to be paid on the closing date (collectively, the “Required Amount”). The obligations of Thoma Bravo to provide the equity financing under the Equity Commitment Letter are subject to a number of conditions, including, but not limited to: (i) the satisfaction or written waiver by the parties to the Merger Agreement, as applicable, of each of the conditions to the parties’ obligations to consummate the transactions contemplated by the Merger Agreement set forth in Section 7.1 and 7.2 of the Merger Agreement (other than any such conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction of such conditions prior to or substantially concurrent with the closing), and (ii) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. We refer to the equity financing described in the preceding sentence as the “Equity Financing.”

The obligation of Thoma Bravo to fund the equity commitment will automatically and immediately terminate upon the earliest to occur of: (i) the consummation of the closing of the Merger and the payment of the Merger Consideration and the payment or provision for the other Required Amount in accordance with the Merger Agreement, (ii) the valid termination of the Merger Agreement in accordance with its terms, and (iii) three (3) months following the Outside Date, unless prior to the end of such period the Company shall have, pursuant to the Equity Commitment Letter, commenced a court proceeding against Parent or Merger Sub seeking specific performance to cause the Merger to be consummated, in which case the Equity Commitment Letter and such funding obligation shall remain in full force and effect until such funding obligation is fully performed according to a final and non-appealable order of a chosen court or there is a final and non-appealable order of a chosen court to the effect that no such funding is required.

Anaplan is an express third-party beneficiary of the Equity Commitment Letter solely with respect to enforcing Parent’s right to cause the commitment under the Equity Commitment Letter by Thoma Bravo to be funded to Parent in accordance with the Equity Commitment Letter, subject to (i) the limitations and conditions set forth in the Equity Commitment Letter and (ii) the terms and conditions of the Merger Agreement.

Limited Guaranty

Pursuant to the Guaranty, Sponsor has agreed to guarantee the due, punctual and complete payment and performance of: (1) the aggregate amount of the Parent Termination Fee (as defined in the section of this Proxy Statement captioned “The Merger Agreement—Termination Fee.”) solely if and when any of the Parent Termination Fee is payable pursuant to the Merger Agreement; (2) any enforcement expenses due by Parent pursuant to legal proceedings as a result of certain defaults under the Merger Agreement; (3) the reimbursement obligations of Parent pursuant to the indemnification obligations to Anaplan and its representatives in connection with debt financing; and (4) any and all damages, losses, costs and expenses resulting from Parent or Merger Sub’s willful and material breach of the Merger Agreement, subject to certain limitations. We refer to the obligations set forth in the preceding sentence as the “Guaranteed Obligations.” The obligations of Thoma Bravo under the Guaranty are subject to an aggregate cap equal to $591,245,000.

Subject to specified exceptions, the Limited Guaranty will terminate upon the earliest of:

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Closing and Effective Time

The closing of the transactions contemplated by the Merger Agreement will take place no later than the third business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to closing of the transactions contemplated by the Merger Agreement (as described under the section of this Proxy Statement captioned “The Merger Agreement—Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions.

Appraisal Rights

If the Merger Agreement is adopted by Anaplan’s stockholders, stockholders who do not vote in favor of the proposal to adopt the Merger Agreement and who properly exercise and perfect their demand for appraisal of their shares in accordance with Section 262 will be entitled to appraisal rights in connection with the Merger.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached as Annex D to this Proxy Statement. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262. Only a holder of record of shares of Anaplan common stock is entitled to demand appraisal for the shares registered in that holder’s name. A person having a beneficial interest in shares of Anaplan common stock held of record in the name of another person, such as a broker, bank or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of Anaplan common stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee.

Under Section 262, holders of shares of Anaplan common stock who do not vote in favor of the proposal to adopt the Merger Agreement, who continuously are the record holders of such shares through the Effective Time, and who otherwise follow the procedures set forth in Section 262 will be entitled to the appraisal by the Delaware Court of Chancery of the fair value of their shares of Anaplan common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value of the shares from the effective date of the Merger, as determined by the Delaware Court of Chancery. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time.

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Under Section 262, where a Merger Agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than twenty (20) days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. This Proxy Statement constitutes Anaplan’s notice to its stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached as Annex D to this Proxy Statement. In connection with the Merger, any holder of Anaplan common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Annex D carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Anaplan common stock, Anaplan believes that if a stockholder is considering exercising such rights, such stockholder should seek the advice of legal counsel.

Stockholders wishing to exercise the right to seek an appraisal of their shares of Anaplan common stock must do ALL of the following:

Filing Written Demand

Any holder of shares of Anaplan common stock wishing to exercise appraisal rights must deliver to Anaplan, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to the stockholders, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not submit a blank proxy or vote in favor of the proposal to adopt the Merger Agreement. A holder of shares of Anaplan common stock wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will be, unless revoked, voted in favor of the proposal to adopt the Merger Agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the proposal to adopt the Merger Agreement, or abstain from voting on the proposal to adopt the Merger Agreement. A stockholder who wishes to exercise appraisal rights may instead not vote its shares. However, neither voting against the proposal to adopt the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the proposal to adopt the Merger

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Agreement. A proxy or vote against the proposal to adopt the Merger Agreement will not constitute such a written demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the proposal to adopt the Merger Agreement at the Special Meeting of Anaplan stockholders will constitute a waiver of appraisal rights.

Only a holder of record of shares of Anaplan common stock is entitled to demand appraisal for the shares registered in that holder’s name. A demand for appraisal in respect of shares of Anaplan common stock should be executed by or on behalf of the holder of record, and must reasonably inform Anaplan of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two (2) or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS, AND WHO WISH TO EXERCISE APPRAISAL RIGHTS, SHOULD CONSULT WITH THEIR BROKERS, BANKS AND NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BROKER, BANK OR OTHER NOMINEE HOLDER TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BROKER, BANK OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to Anaplan, Inc., 50 Hawthorne Street, San Francisco, California 94105, Attention: Corporate Secretary, and must be delivered before the vote on the Merger Agreement is taken at the Special Meeting and should be executed by, or on behalf of, the record holder of the shares of Anaplan common stock.

Any holder of Anaplan common stock may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to Anaplan a written withdrawal of the demand for appraisal within sixty (60) days after the effective date of the Merger. However, any such attempt to withdraw the demand made more than sixty (60) days after the Effective Time will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just.

Notice by the Surviving Corporation

If the Merger is completed, within ten (10) days after the Effective Time, the Surviving Corporation will notify each holder of Anaplan common stock who has complied with Section 262, and who has not voted in favor of the proposal to adopt the Merger Agreement, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within one hundred twenty (120) days after the Effective Time, but not thereafter, the Surviving Corporation or any holder of Anaplan common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware

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Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. The Surviving Corporation is under no obligation to and has no present intention to file a petition, and holders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of shares of Anaplan common stock. Accordingly, any holders of Anaplan common stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of shares of Anaplan common stock within the time and in the manner prescribed in Section 262. The failure of a holder of Anaplan common stock to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within one hundred twenty (120) days after the Effective Time, any holder of Anaplan common stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the proposal to adopt the Merger Agreement and with respect to which Anaplan has received demands for appraisal and the aggregate number of holders of such shares. The Surviving Corporation must mail this statement to the requesting stockholder within ten (10) days after receipt of the written request for such a statement or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of Anaplan common stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within twenty (20) days to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder. In addition, because shares of Anaplan common stock are listed on a national securities exchange, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds one percent (1%) of the outstanding shares of Anaplan common stock, (2) the value of the consideration provided in the merger for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to Section 253 or Section 267 of the DGCL (which deal with short-form mergers).

Determination of Fair Value

After determining the holders of Anaplan common stock entitled to appraisal, the Delaware Court of Chancery will appraise the fair value of the shares of Anaplan common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as

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determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262. Although Anaplan believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither Anaplan nor Parent anticipates offering more than the Merger Consideration to any stockholder of Anaplan exercising appraisal rights, and each of Anaplan and Parent reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the fair value of a share of Anaplan common stock is less than the Merger Consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of shares of Anaplan common stock under Section 262 fails to perfect, or loses, his or her appraisal rights, or successfully withdraws such demand for appraisal, the stockholder’s shares of Anaplan common stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration applicable to the shares, less applicable withholding taxes. A stockholder will fail to perfect, or lose, his or her appraisal rights, or effectively withdraw a demand for appraisal, if no petition for appraisal is filed within one hundred twenty (120) days after the Effective Time or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the Merger Consideration in accordance with Section 262.

From and after the Effective Time, no stockholder who has demanded appraisal rights will be entitled to vote Anaplan common stock for any purpose, or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of Anaplan common stock, if any, payable to stockholders of Anaplan of record as of a time prior to the Effective Time; provided, however, that, if no petition for an appraisal is filed, or if the stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within sixty (60) days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the

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appraisal proceeding may not be dismissed as to any stockholder of Anaplan without the approval of the Delaware Court of Chancery.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder of Anaplan wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the Merger that are relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of common stock whose shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this Proxy Statement and all of which are subject to change or differing interpretations, possibly with retroactive effect.

This discussion is limited to holders who hold their shares of common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This discussion does not describe any of the tax consequences arising under the laws of any state, local or non-U.S. tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., estate or gift taxation) or the alternative minimum tax or the Medicare net investment income surtax that may be relevant or applicable to a particular holder in connection with the Merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

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If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Merger described below. No assurance can be given that the IRS will agree with the views expressed in this discussion, or that a court will not sustain any challenge by the IRS in the event of litigation.

HOLDERS ARE URGED TO CONSULT WITH THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR SITUATIONS, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. TAX LAWS.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of common stock that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one (1) year at the time of the completion of the Merger and otherwise will be a short-term capital gain or loss. A reduced tax rate on capital gain currently applies to long-term capital gain of a non-corporate U.S. Holder (including individuals). There are limitations on the deductibility of capital losses. If a U.S. Holder acquired different blocks of common stock at different times or different prices, such U.S. Holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of common stock.

A U.S. Holder may be subject to information reporting and backup withholding in connection with the Merger. Certain U.S. Holders (including, with respect to certain types of payments, corporations) generally are not subject to backup withholding. In order to avoid backup withholding, a U.S. Holder that does not otherwise establish an exemption should furnish a correct taxpayer identification number, certify that it is not subject to backup withholding on a properly completed and executed IRS Form W-9 and otherwise comply with backup withholding rules.

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Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Non-U.S. Holders

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of common stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Special rules not discussed below may apply to certain Non-U.S. Holders subject to special tax treatment such as “controlled foreign corporations” or “passive foreign investment companies.” Non-U.S. Holders should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them in light of their particular circumstances.

In general, any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Payments made to Non-U.S. Holders in the Merger may be subject to information reporting and backup withholding. Non-U.S. Holders generally can avoid backup withholding and information reporting by providing the paying agent with the applicable and properly completed and executed IRS Form W-8 certifying the holder’s non-U.S. status or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

ALL HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE MERGER, INCLUDING THE EFFECT OF U.S. FEDERAL, STATE AND LOCAL TAX LAWS OR NON-U.S. TAX LAWS.

THE FOREGOING SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE TAX ADVICE. ALL HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL NON-INCOME TAX RULES, OR UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION.

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Regulatory Approvals Required for the Merger

Anaplan and Parent have agreed to use their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include (i) the expiration or early termination of the applicable waiting period under the HSR Act; and (ii) any other required approvals under any foreign or other antitrust law (although the parties do not currently believe any such other required approvals exist).

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder, the Merger cannot be completed until Anaplan and Parent file a notification and report form with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of the waiting period following the parties’ filing of their respective HSR Act notification forms (typically a thirty (30)-day period) or the early termination of that waiting period. Anaplan and Parent made the necessary filings with the FTC and the Antitrust Division of the DOJ on April 1, 2022, the 30-day waiting period with respect to which is expected to expire at 11:59 p.m. Eastern Time on Monday, May 2, 2022.

At any time before or after consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary under the applicable statutes, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Other Regulatory Approvals

Although the parties believe that approval under the HSR Act is the only regulatory approval required in connection with the Merger, one or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained, and there may be a substantial period of time between the approval by stockholders and the completion of the Merger.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all, or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.

Legal Proceedings Regarding the Merger

On April 27, 2022, a lawsuit was filed alleging that the Preliminary Proxy Statement filed on April 21, 2022, relating to the Merger, omitted material information that rendered it incomplete and misleading. The

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lawsuit, filed as an individual action by a purported stockholder of Anaplan, is captioned Ryan O’Dell v. Anaplan, Inc., et al., 1:22-cv-03427 (S.D.N.Y.). As a result of the alleged omissions, the lawsuit seeks to hold Anaplan and its directors liable for violating Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and additionally seeks to hold Anaplan’s directors liable as control persons pursuant to Section 20(a) of the Exchange Act. The lawsuit seeks, among other relief, an order enjoining consummation of the Merger, rescission of the Merger in the event it is consummated, and damages. Anaplan has not yet responded to the complaints filed in the lawsuit. While Anaplan believes that the lawsuit is meritless, there can be no assurance that it will ultimately prevail in the lawsuit. Additionally, similar lawsuits may be filed before the Special Meeting.

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THE MERGER AGREEMENT

This Section describes the material provisions of the Merger Agreement. The description in this summary section and elsewhere in this Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Merger Agreement, a copy of which is attached to this Proxy Statement as Annex A and incorporated into this Proxy Statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this Proxy Statement. This section is not intended to provide you with any factual information about us. That information can be found elsewhere in this Proxy Statement and in the public filings we make with the SEC, as described in the section captioned “Where You Can Find More Information.” Capitalized terms used in this section but not defined in this Proxy Statement have the meanings ascribed to them in the Merger Agreement.

Explanatory Note Regarding the Merger Agreement

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Anaplan, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Parent and Merger Sub by Anaplan in connection with the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk among Anaplan, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Anaplan, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Anaplan, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Anaplan, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Anaplan and our business.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, subject to the terms and conditions, set forth in the Merger Agreement, and in accordance with the DGCL, at the Effective Time, (1) Merger Sub will be merged with and into Anaplan, with Anaplan continuing as a wholly owned subsidiary of Parent following the Merger and (2) the separate corporate existence of Merger Sub will cease.

Effective as of, and immediately following, the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their successors are duly elected and qualified, as the case may be. From and after the Effective Time, the

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officers of Anaplan prior to the Effective Time will be the officers of the Surviving Corporation, until the earlier of their death, resignation or removal or until their successors have been duly elected or appointed and qualified, as the case may be.

At the Effective Time, the certificate of incorporation of Anaplan as the Surviving Corporation will be amended to be identical to the certificate set forth in Exhibit A to the Merger Agreement until changed or amended in accordance with applicable law and the applicable provisions of such certificate, and the bylaws of the Surviving Corporation will be amended and restated to conform to the bylaws of Merger Sub.

Following the completion of the Merger, Anaplan common stock will be delisted from NYSE and deregistered under the Exchange Act and will cease to be publicly traded.

Closing and Effective Time

The closing of the transactions contemplated by the Merger Agreement will take place no later than the third (3rd) business day following the satisfaction or (to the extent permitted by law) waiver of all conditions to closing of the transactions contemplated by the Merger Agreement (described below under the section captioned “The Merger Agreement—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing of the transactions contemplated by the Merger Agreement) or such other time agreed to in writing by Parent and Anaplan. The Merger will become effective upon the filing of the certificate of merger, or at such later time as is agreed by the parties and specified in the certificate of merger.

Merger Consideration

Common Stock

At the Effective Time, each outstanding share of common stock (other than shares (1) owned by Parent or Merger Sub or any of their respective wholly owned subsidiaries; (2) held by Anaplan as treasury stock; and (3) stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Merger Consideration (which is $66.00 per share, less any applicable withholding taxes). All shares converted into the right to receive the Merger Consideration will automatically be cancelled at the Effective Time. The stockholders exercising appraisal rights will be entitled to receive payment of the appraised value provided under the DGCL as described under the section captioned “Appraisal Rights.”

Outstanding Equity Awards

The Merger Agreement provides that Anaplan’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment at the Effective Time, except as otherwise expressly agreed in writing prior to the Effective Time by Parent and the holder of such equity award or as contemplated by the Disclosure Schedule:

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Exchange and Payment Procedures

On the closing date, Parent will deposit or cause to be deposited with the paying agent cash constituting an amount equal to the aggregate Merger Consideration to stockholders (but not including any merger consideration in respect of any dissenting shares).

Promptly after the Effective Time, Parent will cause the paying agent to mail to each holder of record of Anaplan common stock as of immediately prior to the Effective Time whose shares were converted into the right to receive Merger Consideration a letter of transmittal together with instructions. Upon receipt of (i) in the case of shares of Anaplan common stock represented by a stock certificate, a surrendered certificate or certificates in respect of such shares together with the signed letter of transmittal or (ii) in the case of shares of Anaplan common stock held in book-entry form, the receipt of an “agent’s message” by the paying agent, and in each case, together with such other documents as may be reasonably required by the paying agent, the holder of such shares will be entitled to receive in exchange the Merger Consideration without interest. The amount of any Merger Consideration paid to the stockholders may be reduced by any applicable withholding taxes.

If any cash deposited with the paying agent remains undistributed to holders of Anaplan common stock six (6) months after the Effective Time, such cash (including any interest received) will be delivered to Parent or one of its affiliates upon demand, and any holder of Anaplan common stock who has not complied with the exchange procedures in the Merger Agreement will look only to the Surviving Corporation and Parent for payment of its claim for the Merger Consideration, without any interest.

If any stock certificate is lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such stock certificate to be lost, stolen or destroyed (and if required by Parent, the posting of the person of a bond, in a reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to the stock certificate), the paying agent will, in exchange for the lost, stolen or destroyed stock certificate, pay the Merger Consideration deliverable pursuant to the Merger Agreement.

Representations and Warranties

The Merger Agreement contains representations and warranties of Anaplan, Parent and Merger Sub.

Anaplan

Certain of the representations and warranties in the Merger Agreement made by Anaplan are qualified as to “materiality” or “Material Adverse Effect.” For purposes of the Merger Agreement, “Material Adverse Effect” means any event, occurrence, condition, circumstance, development, state of facts, change, effect (each an “Effect”), individually or when taken together with all other Effects, that is materially adverse to, or has had a material adverse effect on the business, financial condition, operations or results of operations of Anaplan and its subsidiaries, taken as a whole; provided, that none of the following Effects shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect:

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However, an Effect described in any of clauses (i)-(iii), (v), (vi) and (xiv) above may be taken into account to the extent Anaplan and its subsidiaries are materially disproportionately affected thereby relative to their peers in the same industries in which they operate (in which case the incremental materially disproportionate impact or impacts may be taken into account in determining whether there has been a Material Adverse Effect) (provided that in the case of clause (v), such comparison shall be limited to such industry peers located in the same geographic area as the applicable effect and with similar scale of operations as Anaplan and its subsidiaries).

In the Merger Agreement, Anaplan has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger

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Agreement or attached confidential Disclosure Schedule (the “Disclosure Schedule”). These representations and warranties relate to, among other things: