NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

FOR IMMEDIATE RELEASE

4 October 2023

Statement regarding Alfa Financial Software Holdings plc ("Alfa")

Further to the announcement made by Alfa on 27 September 2023 in response to press speculation in respect of the possibility of an offer being made for Alfa by Thomas H. Lee Partners, L.P. ("THL"), THL confirms that it does not intend to make an offer for Alfa. This is a statement to which Rule 2.8 of the Code applies.

Under Note 2 on Rule 2.8 of the Code, THL, on behalf of its managed funds, and any person(s) acting in concert with THL, reserves the right to make or participate in an offer for Alfa (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within six months of the date of this announcement:

a)      with the agreement of the board of Alfa;

b)      following the announcement of a firm intention to make an offer for Alfa by or on behalf of a third party;

c)      following the announcement by Alfa of a Rule 9 waiver proposal (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or

d)      if the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.

Important notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The release, distribution or publication of this announcement in whole or in part, directly or indirectly in, into or from jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.