Disclosure of Alfa Financial Software Holdings PLC's Position in Relation to an Offer

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:

Alfa Financial Software Holdings PLC

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Alfa Financial Software Holdings PLC

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

19 June 2023

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

A.     Interests held by directors of Alfa Financial Software Holdings PLC and their close relatives and related trusts (excluding options and awards set out below):

(1)   Held through investment vehicle, CHP Software & Consulting Ltd.

(2)   12,685,905 held through investment vehicle, CHP Software & Consulting Ltd. 10,499 held directly.

(3)   409,470 held by Duncan Magrath. 265,522 held by Nicola Magrath (Mr Magrath's wife).

(4)   170,239 held by Matthew White. 913,022 held by Polly White (Mr White's wife).

B.     Options and awards held by directors of Alfa Financial Software Holdings PLC in Alfa Financial Software Holdings PLC shares

Duncan Magrath

Matthew White

(1)   If a participant dies before exercising an option, the participant's option may be exercised at any time on or after the date of death but no later than 12 months after: (i) the date of death (if the participant dies before the vesting date); or (ii) the vesting date, if the participant dies on or within 6 months after the vesting date.

C.    Interests held by other persons presumed to be acting in concert with Alfa Financial Software Holdings PLC

(1)   Total represents total number of ordinary shares held within the EBT which are unallocated under any Alfa Financial Software Holdings PLC incentive scheme. The trustee shall abstain from voting with these shares unless directed by Alfa Financial Software Holdings PLC. If directed to vote by Alfa Financial Software Holdings PLC, Alfa Financial Software Holdings PLC cannot direct the manner in which the trustee votes and the trustee may in its absolute discretion vote (or abstain from voting) in the manner that it thinks fit.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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