EX-99.C4 8 ea025533301ex99-civ_sapiens.htm DISCUSSION MATERIALS PREPARED BY HOULIHAN LOKEY CAPITAL, INC., DATED AUGUST 8, 2025, FOR DISCUSSION WITH THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF SAPIENS INTERNATIONAL CORPORATION N.V

Exhibit 99.c(4)

 

Strictly Confidential. Not for Distribution. Project Swan Preliminary Presentation to the Special Committee of the Board of Directors August 8, 2025

 

 

01 02 03 04 EXECUTIVE SUMMARY 3 FINANCIAL ANALYSES 6 SELECTED PUBLIC MARKET OBSERVATIONS 14 APPENDIX Weighted Average Cost of Capital 26 27 Benchmarking Data Illustrative Premiums Paid Analysis 31 36 05 DISCLAIMER 39

 

 

01 CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 01 EXECUTIVE SUMMARY

 

 

Merger Value Overview Summary of Merger Value (dollars and shares in millions, except per share values) Implied Premiums to Historical Trading Prices (dollars per share in actuals) 1. Per Draft Agreement and Plan of Merger dated 8/2/25 (the “Agreement”). 2. Per Swan management as of 6/30/25. 3. Reflects the dilutive impact of ~2 million outstanding options to purchase common stock, based on the treasury stock method, and ~39 thousand restricted stock units, per Swan management as of 6/30/25. 4. Per Swan’s balance sheet as of 6/30/25, provided by Swan management. 5. Reflects total principal amount, gross of debt discount and deferred financing costs. 6. Reflects liability related to royalty payments owed to the Israel Innovation Authority, per Swan management. 7. From Swan management projections, per Swan management (“Swan Management Projections”). 8. Closing prices per Capital IQ as of 8/4/25. VWAP based on cumulative trading activity over designated number of trading days (based on intraday trading) per Bloomberg as of 8/4/25. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization and Stock - Based Compensation Expense, adjusted for certain non - recurring items. CY refers to Calendar Year. E refers to Estimated. EV refers to Enterprise Value. VWAP refers to Volume - Weighted Average Price. Sources: Agreement, Bloomberg, Capital IQ, public filings, Swan Management Projections and Swan management. Implied Premium of Per Share Consideration Over Selected Metric Trading Period As of 8/4/25 Selected Metric [8] 1 - Day Closing Price $ 27.09 60.6% 52 - Week High - 11/7/24 Closing $ 39.48 10.2% 54.9% $ 28.07 6 - Month VWAP Multiple 20.7x Base Amount [7] $117 Merger Multiples CY 2025E 49.6% $ 29.07 1 - Year VWAP 18.5x $131 CY 2026E 58.9% $ 27.37 5 - Day VWAP $2,468 Implied Merger Equity Value 54.4% 28.18 $ 10 - Day VWAP 20 5 Total Debt as of 6/30/25 [4] [5] Israel Innovation Authority Liability as of 6/30/25 [6] 50.5% 28.90 $ 20 - Day VWAP (75) $2,419 Cash and Cash Equivalents as of 6/30/25 [4] Implied Merger Enterprise Value 30 - Day VWAP $ 29.01 49.9% Selected Capitalized Indications and Implied Merger Multiples Implied EV / Adjusted EBITDA Corresponding Implied 3 - Month VWAP $ 28.87 50.7% Selected Merger Information Per Share Merger Consideration [1] Common Shares Outstanding [2] Dilutive Shares [3] Total Diluted Shares [$43.50] 56 1 57 $139 17.4x CY 2027E Implied EV / Total Revenue 81.9% $ 23.92 52 - Week Low - 4/8/25 Closing 4.1x $589 Merger Multiples CY 2025E 39.4% $ 31.20 1 - Day Prior to Reuters Report - 4/4/24 Closing 3.8x $643 CY 2026E 3.6x $680 CY 2027E CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 4

 

 

Financial Analyses Summary Note: No particular weight was attributed to any analysis. Note: Total diluted shares outstanding used in the per share value per Swan management as of 6/30/25. Reflects the dilutive impact of ~2 million outstanding options to purchase common stock, based on the treasury stock method, and ~39 thousand restricted stock units, per Swan management as of 6/30/25. 1. Per Agreement. 2. Reflects closing price per share of common stock quoted on the Nasdaq Global Select exchange as of 8/4/25. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization and Stock - Based Compensation Expense, adjusted for certain non - recurring items. CY refers to Calendar Year. E refers to Estimated. Sources: Agreement, Capital IQ, public filings, Swan Management Projections, Swan management, and Swan balance sheet as of 6/30/25, provided by Swan management. $23.85 $24.21 $32.21 $26.25 $32.03 $33.34 $42.40 $41.02 Per Share Merger Consideration:¹ $43.50 Current Swan Stock Price:² $27.09 CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 5 Implied Equity Value Per Share Value Reference Range (dollars per share in actuals) $48.00 $20.00 $16.00 $24.00 $28.00 $32.00 $40.00 $36.00 $44.00 Selected Companies Analysis CY 2025E Adjusted EBITDA 11.0x - 15.0x Selected Companies Analysis CY 2026E Adjusted EBITDA 10.0x - 14.0x Selected Transactions Analysis CY 2025E Total Revenue 3.0x - 4.0x Discounted Cash Flow Analysis Perpetual Growth Rate 4.0% - 5.0% Discount Rate 9.5% - 11.5%

 

 

02 CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 02 FINANCIAL ANALYSES

 

 

Financial Analyses Summary (dollars in millions, except per share values) 1. Per Swan’s balance sheet as of 6/30/25, provided by Swan management. 2. Reflects liability related to royalty payments owed to the Israel Innovation Authority, per Swan management. 3. Basic shares outstanding per Swan management as of 6/30/25. Reflects the dilutive impact of ~2 million outstanding options to purchase common stock, based on the treasury stock method, and ~39 thousand restricted stock units, per Swan management as of 6/30/25. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization and Stock - Based Compensation Expense, adjusted for certain non - recurring items. CY refers to Calendar Year. E refers to Estimated. Sources: Swan management, Swan Management Projections, and public filings. Selected Companies Analysis Selected Companies Analysis Selected Transactions Analysis Discounted Cash Flow Analysis CY 2025E Adjusted EBITDA CY 2026E Adjusted EBITDA CY 2025E Total Revenue Perpetual Growth Rate 4.0% - - 5.0% Discount Rate 9.5% - - 11.5% Corresponding Base Amount $117 $131 $589 4.0x - - 3.0x 14.0x - - 10.0x 15.0x - - 11.0x Selected Multiples Range $2,275 - - $1,424 $2,355 - - $1,766 $1,832 - - $1,309 $1,756 - - $1,288 Implied Enterprise Value Reference Range 75 - - 75 75 - - 75 75 - - 75 75 - - 75 Cash and Cash Equivalents as of 6/30/25 [1] (20) - - (20) (20) - - (20) (20) - - (20) (20) - - (20) Total Debt as of 6/30/25 [1] -- (5) (5) -- (5) (5) -- (5) (5) -- (5) (5) Israel Innovation Authority Liability as of 6/30/25 [2] $2,324 - - $1,473 $2,404 - - $1,816 $1,881 - - $1,358 $1,805 - - $1,337 Implied Equity Value Reference Range 56 -- 57 56 -- 57 56 -- 56 56 -- 56 Diluted Shares Outstanding [3] $41.02 $26.25 - - $42.40 $32.21 - - $33.34 $24.21 - - $32.03 $23.85 - - Implied Equity Value Per Share Reference Range CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 7

 

 

Selected Historical and Projected Financial Information CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 8 (dollars in millions) Note: Total Revenue and Gross Profit are presented on a non - GAAP basis. Historical financials are presented on an accrual basis and do not reflect the impact of the AdvantageGo and Candela acquisitions. Projected financials consider recent M&A and actual results through Q2 2025. 1. Total Adjustments: (a) Reflects royalty payments owed to the Israel Innovation Authority. 2. Excludes operating leases. Per Swan management, net working capital is expected to decline from 1.0% of total revenue in 2025E to 0.0% in 2029E. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization and Stock - Based Compensation Expense, adjusted for certain non - recurring items; CAGR refers to Compound Annual Growth Rate; E refers to Estimated; LTM refers to Latest 12 Months; Q refers to Quarter. Sources: Swan Management Projections and public filings. Calendar Year Ended December 31, LTM Ended Calendar Year Ending December 31, 2022 2023 2024 6/30/2025 2025E 2026E 2027E 2028E 2029E CAGR 2024 to 2029E $122 200 267 $138 179 226 $156 158 201 $161 144 171 One - Time Revenue Recurring Revenue Reoccurring Revenue 7.1% $763 $720 $680 $643 $589 $549 $542 $515 $475 Total Revenue 5.9% 5.9% 5.7% 9.3% 8.6% - - 5.4% 8.4% - - Growth % 5.9% 5.9% 5.7% 6.3% 3.3% - - 5.4% 8.4% - - Organic Growth % (412) (389) (370) (350) (322) (295) (294) (282) (261) Cost of Revenues 7.1% $350 $330 $311 $293 $267 $254 $249 $233 $213 Gross Profit 45.9% 45.9% 45.7% 45.6% 45.3% 46.2% 45.9% 45.3% 45.0% Margin % 6.0% 6.4% 5.9% 9.8% 7.3% - - 6.8% 9.1% - - Growth % (104) (99) (93) (89) (83) (75) (72) (68) Research and Development (64) (59) (55) (52) (47) (45) (38) (35) Sales and Marketing (40) (39) (37) (35) (35) (31) (29) (27) General & Administrative 5 5 5 5 4 4 4 4 Depreciation 10 9 9 8 8 7 7 6 Capitalization of Software Development 1 1 1 1 3 2 1 2 Total Adjustments [1] 7.3% $157 $148 $139 $131 $117 $109 $111 $105 $95 Adjusted EBITDA 20.6% 20.6% 20.4% 20.3% 19.9% 19.9% 20.4% 20.5% 20.0% Margin % 6.4% 6.5% 6.2% 11.8% 5.7% - - 5.2% 10.8% - - Growth % (10) (9) (9) (8) (8) (7) (7) (7) (6) Capitalization of Software Development 7.3% $148 $139 $130 $122 $109 $102 $104 $99 $89 Adjusted EBITDA (Incl. Capitalization) 19.3% 19.3% 19.1% 19.0% 18.6% 18.6% 19.1% 19.2% 18.7% Margin % 6.4% 6.5% 6.3% 11.9% 5.6% - - 4.9% 11.1% - - Growth % Additional Financial Information $4 $4 $3 $3 $3 $3 $3 $3 $3 Capital Expenditures $8 $8 $7 $7 $7 $6 $6 $6 $6 Amortization of Capitalized Software $8 $9 $9 $9 $10 $10 $10 $12 $12 Amortization of Other Intangible Assets $4 $4 $3 $3 $3 $3 $3 $4 $4 Stock - Based Compensation $0 $2 $3 $5 $6 $18 ($4) ($10) ($12) Net Working Capital [2] $2 $2 $1 $1 ($10) - - ($5) ($2) - - (Increase) / Decrease in Net Working Capital [2] - - - - $1 - - - - $1 - - - - $1 - - - - $1 - - $3 $1 $0 $4 $1 $0 $1 $1 $0 $0 $1 $0 $1 $1 Valuation Adjustments on Acquired Deferred Revenue Acquisition and Restructuring Related Costs Israel Innovation Authority Royalty Payments (a) $1 $1 $1 $1 $3 $4 $2 $1 $2 Total Adjustments

 

 

Selected Companies Analysis Note: No company used in this analysis for comparative purposes is identical to Swan. 1. Enterprise Value equals equity market value + debt outstanding + preferred stock + minority interests – cash and cash equivalents. 2. Based on closing prices as of 8/4/25. 3. Based on diluted shares. For Swan, diluted share count reflects Swan’s First Quarter 2025 Financial Results and the dilutive impact of ~1.7 million options to purchase common stock as of 12/31/24, per Swan’s Form 20 - F for the period ended 12/31/24, based on the treasury method. 4. Multiples based on forward looking financial information have been calendarized to Swan’s fiscal year end of December 31st. 5. Based on public filings, analyst estimates, market data and other public information as of 8/4/25. 6. Quoted on the Nasdaq Global Select exchange. 7. Adjusted EBITDA reflects consensus analysts' estimates per Bloomberg as of 8/4/25, adjusted to exclude capitalized software expense by ~$8 million in CY 2025E and CY 2026E, based on Swan Management Projections. 8. Revenue and Adjusted EBITDA based on Swan Management Projections. 9. Based on Swan’s balance sheet as of 6/30/25, provided by Swan management. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization and Stock - Based Compensation Expense, adjusted for certain non - recurring items; CY refers to Calendar Year; E refers to Estimated; NMF refers to not meaningful figure. Sources: Swan Management Projections, Bloomberg, Capital IQ and public filings. (dollars in millions, except per share values) All Selected Companies 5.1x 36.4x 13.9x 15.6x 5.6x 44.5x 14.1x 16.9x 0.8x 13.5x 4.6x 5.1x 0.8x 15.5x 4.8x 5.6x Low High Median Mean [7] 12.4x 13.6x 2.4x 2.5x $1,463 $1,519 [6] $27.09 Swan - Consensus Estimates [5] 11.2x 12.6x 2.3x 2.5x [9] $1,470 $1,519 [6] $27.09 Swan Management Projections [8] [For Informational Purposes Only] Enterprise Value [1] to Revenue CY 2025E [4] CY 2026E [4] 7.3x 6.7x 3.5x 3.3x 15.5x 13.5x 13.0x 11.8x 16.2x 17.6x 18.1x 19.8x 9.2x 8.8x 10.1x 9.8x Median Mean Financial Services Vertical Software 26.5x NMF 5.0x 6.2x $2,782 $2,474 $22.30 Alkami Technology, Inc. 36.4x 44.5x 10.6x 12.4x $11,699 $11,826 $321.25 AppFolio, Inc. 10.4x 10.9x 3.8x 3.9x $4,421 $3,302 $64.78 Blackbaud, Inc. 11.9x 12.6x 4.8x 5.1x $1,682 $1,340 $16.00 MeridianLink, Inc. 22.4x 27.4x 5.5x 6.0x $3,447 $3,309 $27.96 nCino, Inc. 25.2x 29.1x 6.0x 6.7x $5,241 $5,278 $78.75 Q2 Holdings, Inc. 11.0x 11.6x 4.4x 4.6x $28,490 $22,040 $85.39 SS&C Technologies Holdings, Inc. 15.3x 16.4x 6.0x 6.3x $6,641 $6,043 $89.02 Temenos AG 18.9x 19.9x 16.4x 21.8x 5.2x 5.8x 6.1x 6.4x Median Mean IT Services 11.6x 12.3x 2.2x 2.3x $163,444 $165,277 $258.78 Accenture plc 5.1x 5.6x 0.8x 0.8x $829 $739 $12.18 Endava plc 8.6x 9.2x 1.4x 1.5x $7,830 $8,978 $153.30 EPAM Systems, Inc. 13.9x 15.6x 3.0x 3.4x $7,011 $7,102 $42.57 ExlService Holdings, Inc. 7.6x 8.1x 1.5x 1.6x $3,962 $3,724 $82.03 Globant S.A. 6.0x 7.3x 0.8x 0.9x $379 $715 $8.08 Grid Dynamics Holdings, Inc. 8.1x 8.8x 8.7x 9.7x 1.4x 1.6x 1.5x 1.7x Median Mean Enterprise Value [1] to Adjusted EBITDA CY 2025E [4] CY 2026E [4] Share Price [2] $9.63 $1.69 $226.19 $268.00 Equity Market Value [2] [3] $6,699 $580 $19,733 $37,726 Enterprise Value [2] [3] $7,667 $562 $19,503 $40,391 Insurance Software CCC Intelligent Solutions Holdings Inc. FINEOS Corporation Holdings plc Guidewire Software, Inc. Verisk Analytics, Inc. 18.0x 18 . 1 x NMF 23 . 3 x 16.2x 15 . 6 x NMF 21 . 0 x CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 9

 

 

Selected Benchmarking Data Note: ACN refers to Accenture plc; ALKT refers to Alkami Technology, Inc.; APPF refers to AppFolio, Inc.; BLKB refers to Blackbaud Inc.; CCCS refers to CCC Intelligent Solutions Holdings, Inc.; DAVA refers to Endava plc; EPAM refers to EPAM Systems, Inc.; EXLS refers to ExlService Holdings, Inc.; FCL refers to FINEOS Corporation Holdings plc; GLOB refers to Globant S.A.; GWRE refers to Guidewire Software, Inc.; GDYN refers to Grid Dynamics Holdings, Inc.; MLNK refers to Meridian Link, Inc.; NCNO refers to nCino, Inc.; QTWO refers to Q2 Holdings, Inc.; SSNC refers to SS&C Technologies Holdings, Inc.; TEMN refers to Temenos AG; and VRSK refers to Verisk Analytics, Inc. CAGR refers to Compound Annual Growth Rate; CY refers to Calendar Year; E refers to Estimated. Sources: Capital IQ, Swan Management Projections, and public filings. 8.6% Organic Growth: 3.3% 17.9% 11.3% 8.0% 5.5% CY 2024 to CY 2025E Revenue Growth 33.4% 18.7% 12.8% 8.0% 5.7% 4.2% 1.4% - 2.6% TEMN BLKB 18.3% 13.5% 12.5% 6.4% 2.4% 1.8% Median: 8.0% Swan GWRE CCC VRSK FCL ALKT APPF QTWO NCNO SSNC MLNK GDYN EPAM EXLS ACN GLOB DAVA 7.5% CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 10 Organic Growth: 6.0% 15.1% 8.9% 8.4% 6.7% CY 2025E to CY 2027E Revenue CAGR 22.5% 17.7% 10.9% 9.8% 5.8% 5.8% 4.9% 4.2% 12.7% 11.2% 8.5% 8.1% 5.6% 4.5% Median: 8.4% CCC VRSK Swan APPF QTWO Insurance Software MLNK BLKB SSNC GDYN EXLS GLOB EPAM ACN DAVA Financial Services Vertical Software IT Services Swan GWRE FCL ALKT NCNO TEMN

 

 

19.9% CY 2025E Adjusted EBITDA Margin % 55.7% 40.4% 19.6% 19.1% 40.5% 39.5% 38.3% 35.9% 27.9% 22.9% 21.7% 11.9% 21.7% 19.8% 18.8% 15.8% 14.6% 12.6% Median: 21.7% Swan VRSK FCL MLNK SSNC TEMN Insurance Software BLKB APPF QTWO NCNO ALKT EXLS Financial Services Vertical Software GDYN DAVA Selected Benchmarking Data (cont.) CY 2025E Gross Profit Margin % 88.1% GLOB ACN EPAM IT Services CCC GWRE Swan 45.3% Note: ACN refers to Accenture plc; ALKT refers to Alkami Technology, Inc.; APPF refers to AppFolio, Inc.; BLKB refers to Blackbaud Inc.; CCCS refers to CCC Intelligent Solutions Holdings, Inc.; DAVA refers to Endava plc; EPAM refers to EPAM Systems, Inc.; EXLS refers to ExlService Holdings, Inc.; FCL refers to FINEOS Corporation Holdings plc; GLOB refers to Globant S.A.; GWRE refers to Guidewire Software, Inc.; GDYN refers to Grid Dynamics Holdings, Inc.; MLNK refers to Meridian Link, Inc.; NCNO refers to nCino, Inc.; QTWO refers to Q2 Holdings, Inc.; SSNC refers to SS&C Technologies Holdings, Inc.; TEMN refers to Temenos AG; and VRSK refers to Verisk Analytics, Inc. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization and Stock - Based Compensation Expense, adjusted for certain non - recurring items; CY refers to Calendar Year; E refers to Estimated. Sources: Capital IQ, Swan Management Projections, and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 11 77.6% 76.3% 69.6% 65.5% 66.7% 66.1% 64.8% 64.6% 62.1% 59.4% 57.9% 38.1% 37.9% 35.4% 32.1% 28.8% 25.4% Median: 63.3% Swan CCC FCL VRSK GWRE TEMN NCNO MLNK APPF ALKT BLKB QTWO SSNC EXLS GLOB GDYN ACN EPAM DAVA

 

 

Selected Transactions Analysis (dollars in millions) Note: No company used in this analysis for comparative purposes is identical to Swan, and no transaction used in this analysis for comparative purposes is identical to the merger. 1. Transaction Value refers to the implied enterprise value of target company, based on the announced transaction equity price and other public information available at the time of the announcement. 2. Based on reported metric for the NFY period per available management projections or Wall Street analyst consensus estimates at the time the transaction was announced or proxy statements filed in connection with the transaction. 3. Represents NFY Adjusted EBITDA margin plus NFY revenue growth. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization and Stock - Based Compensation Expense, adjusted for certain non - recurring items. NA refers to not available. NFY refers to Next Fiscal Year. NMF refers to not meaningful figure. Sources: Capital IQ, public filings and press releases. [For Informational Purposes Only] Transaction Transaction Value / NFY NFY Adjusted NFY Gross Profit NFY Adjusted EBITDA NFY Revenue Announced Effective Target Acquiror Value [1] Revenue [2] EBITDA [2] Margin % [2] Margin % [2] Gowth % [2] "Rule of 20" [3] 25.9% 4.8% 21.1% 36.4% 13.3x 2.8x $3,855 Capgemini SE WNS (Holdings) Limited Pending 7/7/2025 22.0% 13.2% 8.7% 59.5% NMF 6.8x $2,348 Vista Equity Partners Management, LLC Duck Creek Technologies LLC 3/30/2023 1/9/2023 39.6% 21.8% 17.8% 76.5% 30.6x 5.4x $681 Thoma Bravo, L.P. Nearmap Australia Pty Ltd 12/15/2022 8/15/2022 37.8% 2.9% 34.9% 64.2% 10.3x 3.6x $7,329 Insight Venture Management, LLC; CoreLogic, Inc. (nka:Cotality) 6/4/2021 2/4/2021 Stone Point Capital LLC; Trident Funds 35.8% 20.1% 15.7% 54.3% 24.5x 3.9x $677 Thoma Bravo, L.P. Majesco 9/21/2020 7/20/2020 NA NA 40.0% NA 20.3x 8.1x $1,625 Roper Technologies, Inc. iPipeline, Inc. 8/22/2019 8/8/2019 22.0% 2.9% 8.7% 36.4% 10.3x 2.8x $677 Low 39.6% 21.8% 40.0% 76.5% 30.6x 8.1x $7,329 High 35.8% 13.2% 19.4% 59.5% 20.3x 4.6x $1,986 Median 32.2% 12.6% 23.0% 58.2% 19.8x 5.1x $2,753 Mean CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 12

 

 

Discounted Cash Flow Analysis (dollars in millions) Projected Calendar Year Ending December 31, Note: Present values as of 8/4/25; mid - year convention applied. Refer to WACC calculation for derivation of discount rate. 1. Represents full year CY 2025E projections less first half CY 2025 actual results, per Swan management. 2. Taxes at 19.0%, per Swan management. 3. Terminal period assumes no royalty payments owed to the Israel Innovation Authority. 4. Depreciation in the terminal year is normalized and equal to capital expenditures. 5. Implied from corresponding discount rate and perpetual growth rate applied to 2029 unlevered free cash flow. Adjusted EBIT refers to Earnings Before Interest, Taxes, adjusted for certain non - recurring items. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization and Stock - Based Compensation Expense, adjusted for certain non - recurring items. CY refers to Calendar Year. E refers to Estimated. PV refers to Present Value. Sources: Swan management and Swan Management Projections. Present Value of Cash Flows (2025E - 2029E) Terminal Value Assumptions Total Revenue Growth % Cost of Revenues Research and Development Sales and Marketing General & Administrative Depreciation Capitalization of Software Development $763 - - (412) (104) (64) (38) [3] 4 [4] 10 2029E 2028E 2027E 2026E 2025E [1] $763 $720 $680 $643 5.9% 5.9% 5.7% 9.3% (412) (389) (370) (350) (104) (99) (93) (89) (64) (59) (55) (52) (40) (39) (37) (35) 5 5 5 5 10 9 9 8 1 1 1 1 0 $157 $157 $148 $139 $64 $131 Total Adjustments Adjusted EBITDA 20.6% 20.6% 20.6% 20.4% - - 20.3% Margin % (20) (21) (22) (21) (10) (21) Depreciation & Amortization (4) (4) (4) (3) (1) (3) Stock - Based Compensation $134 (25) $132 (25) $123 (23) $115 (22) $53 $107 (10) (20) Adjusted EBIT Taxes [2] 5.0% 4.5% 4.0% Discount Rate $108 $107 $100 $93 $87 $43 Unlevered Earnings 17.8x 15.9x 14.4x 9.5% 20 21 22 21 21 10 Depreciation & Amortization 16.0x 14.5x 13.2x 10.0% (4) (4) (4) (3) (3) (2) Capital Expenditures 14.6x 13.3x 12.2x 10.5% 0 2 2 1 1 12 (Increase) / Decrease in Net Working Capital 13.4x 12.3x 11.4x 11.0% (10) (10) (9) (9) (8) (4) Capitalization of Software Development 12.4x 11.5x 10.6x 11.5% $115 $117 $110 $103 $97 $59 Unlevered Free Cash Flows Implied Enterprise Value PV of Terminal Value Based on Perpetual Growth Rate for 2029E Unlevered Free Cash Flow Discount Rate 4.0% 4.5% 5.0% 4.0% 4.5% 5.0% Discount Rate 4.0% 4.5% 5.0% 82.4% 80.8% 79.2% 9.5% $2,275 $2,080 $1,920 $1,875 $1,680 $1,520 $400 9.5% 80.7% 79.1% 77.6% 10.0% $2,054 $1,896 $1,765 $1,658 $1,500 $1,369 $396 10.0% 79.1% 77.5% 76.0% 10.5% $1,873 $1,744 $1,634 $1,481 $1,351 $1,241 $392 10.5% 77.4% 75.9% 74.4% 11.0% $1,723 $1,614 $1,521 $1,334 $1,225 $1,132 $389 11.0% 75.8% 74.4% 72.9% 11.5% $1,595 $1,503 $1,424 $1,210 $1,118 $1,039 $385 11.5% Implied 2029E Adjusted EBITDA Terminal Multiple [5] PV of Terminal Value as a % of Enterprise Value CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 13

 

 

03 CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 03 SELECTED PUBLIC MARKET OBSERVATIONS

 

 

Trading Market Snapshot CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 15 Public Market Trading Overview (shares outstanding and dollars in millions, except per share values and where otherwise noted) 1. Quoted on the Nasdaq Global Select exchange. 2. Per Swan’s First Quarter 2025 Financial Results. 3. Reflects dilutive impact of ~1.7 million options to purchase common stock as of 12/31/24, per Swan’s Form 20 - F for the period ended 12/31/24, based on the treasury method. 4. Per Swan’s Form 6 - K for the period ended 3/31/25. 5. Reflects total principal amount, gross of debt discount and deferred financing costs, per Swan’s Form 6 - K for the period ended 3/31/25. 6. Cash is pro forma for (i) the $22 million acquisition of AdvantageGo completed in the second quarter of 2025 (ii) the ~$58 million acquisition of Candela completed in the second quarter of 2025 based on a disclosed value of GBP 43 million converted to USD at a rate of 0.7469 GBP/USD per Capital IQ as of the date of announcement on 4/28/25 and (iii) aggregate cash dividends of ~$37 million paid in the second quarter of 2025. 7. Per Capital IQ. Only includes volume and value traded on the Nasdaq Global Select exchange. 8. Per public filings. 9 Represents common shares outstanding excluding those held by (i) Formula Systems and (ii) current and former directors and executive officers. Does not reflect share acquisitions or disposals not publicly disclosed as of 8/4/25. 10. Reflects Adjusted EBITDA reported by Swan, adjusted to exclude capitalized software expense. 11. Reflects consensus analysts' estimates per Bloomberg as of 8/4/25, adjusted to exclude capitalized software expense by ~$8 million, ~$8 million, and ~$9 million in CY 2025E, CY 2026E, and CY 2027E, respectively, based on Swan Management Projections. CY refers to Calendar Year; E refers to Estimated; LTM refers to the most recently completed 12 - month period for which financial information has been made public. Sources: Swan Management Projections, Bloomberg, Capital IQ and public filings. Selected Market Information as of August 4, 2025 Public Market Enterprise Value Derivation $29.30 1 - Month Average [7] $27.09 Closing Stock Price August 4, 2025 [1] $28.91 3 - Month Average [7] 56 Common Shares Outstanding [2] $28.01 6 - Month Average [7] 0.2 Dilutive Shares [2] [3] $39.99 52 - Week High as of 11/07/2024 [7] 56 Diluted Shares $23.69 52 - Week Low as of 4/08/2025 [7] $1,519 Market Value of Equity $20 Debt [4] [5] 0.2 90 - Day Average Daily Trading Volume (in millions) [7] $14 Non - Controlling Interest [4] 0.3% % of Total Shares Outstanding ($89) Total Cash [4] [6] $5.4 90 - Day Average Daily Trading Value (in millions) [7] $1,463 Public Market Enterprise Value 0.4% % of Market Value of Equity CY 2027E [11] CY 2026E [11] CY 2025E [11] LTM (3/31/25) [8] [10] Implied Multiples 2.2x 2.4x 2.5x 2.7x Enterprise Value / Total Revenue 11.4x 12.4x 13.6x 13.2x Enterprise Value / Adjusted EBITDA Number of Analysts Covering the Company Total Public Float [8] [9] % of Total Shares Outstanding 5 30.7 54.9%

 

 

0.0 0.1 0.2 0.3 0.4 0.5 0.6 0.7 0.8 0.9 $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 $45.00 Aug - 22 Oct - 22 Dec - 22 Feb - 23 Apr - 23 Jun - 23 Aug - 23 Oct - 23 Dec - 23 Feb - 24 Apr - 24 Jun - 24 Aug - 24 Oct - 24 Dec - 24 Feb - 25 Apr - 25 Jun - 25 Aug - 25 Daily Trading Volume Swan Current Stock Price [1] Closing Stock Price ($) Daily Volume (millions) Timeline and Stock Trading History Last Three Years 1. Represents closing stock price as of 8/4/25 on the Nasdaq Global Select exchange. CY refers to Calendar Year; P&C refers to Property & Casualty; Q refers to Quarter. Closing Stock Price on 8/4/25: $27.09 Announced selection of Swan’s insurance platform by one of the largest global life insurers Announced acquisition of AdvantageGo Announced acquisition of Candela Announced agreement with Microsoft to integrate Microsoft Azure OpenAI with Swan’s AI Services to provide generative AI solutions to insurance companies Released Q3 CY 2024 results and lowered CY 2024 revenue guidance Announced strategic partnership with DataCrest to offer solutions for P&C insurers Reuters reports Swan is exploring sale Sources: Capital IQ and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 16

 

 

8.2% 38.7% 34.4% 3.6% 0.0% 6.6% 7.3% 1.2% 0.0% $34.00 - $36.00 - $38.00 - $40.00 - $32.00 - $30.00 - $28.00 - $24.00 - $26.00 - $40.00 - $38.00 - $36.00 - $34.00 - $32.00 - $30.00 - $28.00 - $26.00 - $24.00 - $36.00 $38.00 $40.00 $42.00 $34.00 $32.00 $30.00 $26.00 $28.00 $42.00 $40.00 $38.00 $36.00 $34.00 $32.00 $30.00 $28.00 $26.00 9.4% 44.7% 39.8% 4.2% 0.0% 0.0% 0.5% 1.4% 0.0% 5.6% 42.3% 45.4% 6.7% 0.0% 0.0% 0.0% 0.0% 0.0% $24.00 - $26.00 - $28.00 - $26.00 $28.00 $30.00 $30.00 - $32.00 $32.00 - $34.00 $34.00 - $36.00 $36.00 - $38.00 $38.00 - $40.00 $40.00 - $42.00 0.0% Source: Bloomberg as of 8/4/25. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 17 15.8% 72.4% 11.8% 0.0% 0.0% 0.0% 0.0% 0.0% $24.00 - $26.00 - $26.00 $28.00 $28.00 - $30.00 $30.00 - $32.00 $32.00 - $34.00 $34.00 - $36.00 $36.00 - $38.00 $38.00 - $40.00 $40.00 - $42.00 Selected Stock Trading Activity 12 - Month VWAP 9 - Month VWAP 6 - Month VWAP 3 - Month VWAP 60 - Day VWAP 30 - Day VWAP 20 - Day VWAP 10 - Day VWAP 1 - Day VWAP $29.07 $27.99 $28.07 $28.87 $28.88 $29.01 $28.90 $28.18 $27.02 Last Twelve Months Last Nine Months Last Three Months Last Six Months 1. Based on VWAP over specified period (last twelve months, last nine months, last six months, or last three months). Months refers to Calendar months. VWAP in dollars. VWAP refers to Volume Weighted Average Price. VWAP Volume: 26.0 million VWAP 1 : $29.07 VWAP Volume: 22.5 million VWAP 1 : $27.99 VWAP Volume: 7.9 million VWAP 1 : $28.87 VWAP Volume: 13.9 million VWAP 1 : $28.07

 

 

Selected Float and Trading Data Average Daily Volume 1 / Shares Outstanding Average Daily Volume 1 / Public Float 1.2% 1.0% 1.5% 1.1% 1.0% 0.8% 3.1% 1.6% 1.4% 1.3% 0.5% 0.4% 0.4% 0.5% 0.6% 0.1% 0.7% 0.3% 1.0% Median: 1.0% Swan CCCS GWRE VRSK FCL NCNO ALKT QTWO APPF BLKB SSNC MLNK TEMN GLOB DAVA EPAM EXLS GDYN ACN 0.6% Note: ACN refers to Accenture plc; ALKT refers to Alkami Technology, Inc.; APPF refers to AppFolio, Inc.; BLKB refers to Blackbaud Inc.; CCCS refers to CCC Intelligent Solutions Holdings, Inc.; DAVA refers to Endava plc; EPAM refers to EPAM Systems, Inc.; EXLS refers to ExlService Holdings, Inc.; FCL refers to FINEOS Corporation Holdings plc; GLOB refers to Globant S.A.; GWRE refers to Guidewire Software, Inc.; GDYN refers to Grid Dynamics Holdings, Inc.; MLNK refers to Meridian Link, Inc.; NCNO refers to nCino, Inc.; QTWO refers to Q2 Holdings, Inc.; SSNC refers to SS&C Technologies Holdings, Inc.; TEMN refers to Temenos AG; and VRSK refers to Verisk Analytics, Inc. 1. Based on 90 - day average trading volume as of 8/4/25. Only includes volume traded on the Nasdaq Global Select exchange. Source: Capital IQ as of 8/4/25. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 18 1.5% 1.0% 0.7% 0.1% 1.6% 1.5% 1.3% 1.0% 0.9% 0.8% 0.6% 0.5% 3.4% 2.2% 1.4% 1.4% 1.2% 0.6% Median: 1.1% VRSK Swan ALKT APPF Insurance Software Swan CCCS GWRE FCL NCNO QTWO BLKB SSNC TEMN GLOB Financial Services Vertical Software EPAM EXLS GDYN ACN IT Services MLNK DAVA

 

 

$275.8 $198.6 $73.4 $97.7 $64.8 $52.3 $46.5 $134.8 $131.6 $97.0 $9.2 $14.3 $5.6 $17.9 $19.8 $31.1 $0.3 $5.4 Median: $58.6 Swan VRSK GWRE CCCS Swan FCL SSNC APPF QTWO Insurance Software NCNO ALKT TEMN BLKB MLNK ACN Financial Services Vertical Software EPAM GLOB EXLS DAVA IT Services GDYN Selected Float and Trading Data (cont.) Public Float / Shares Outstanding Average Daily Traded Value 1 $ 1,027.1 54.9% Note: ACN refers to Accenture plc; ALKT refers to Alkami Technology, Inc.; APPF refers to AppFolio, Inc.; BLKB refers to Blackbaud Inc.; CCCS refers to CCC Intelligent Solutions Holdings, Inc.; DAVA refers to Endava plc; EPAM refers to EPAM Systems, Inc.; EXLS refers to ExlService Holdings, Inc.; FCL refers to FINEOS Corporation Holdings plc; GLOB refers to Globant S.A.; GWRE refers to Guidewire Software, Inc.; GDYN refers to Grid Dynamics Holdings, Inc.; MLNK refers to Meridian Link, Inc.; NCNO refers to nCino, Inc.; QTWO refers to Q2 Holdings, Inc.; SSNC refers to SS&C Technologies Holdings, Inc.; TEMN refers to Temenos AG; and VRSK refers to Verisk Analytics, Inc. 1. Based on 90 - day average trading value as of 8/4/25. Only includes value traded on the Nasdaq Global Select exchange. Source: Capital IQ as of 8/4/25. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 19 99.7% 99.4% 80.2% 47.9% 96.5% 91.7% 85.4% 77.5% 73.2% 71.0% 61.5% 49.9% 99.8% 97.1% 96.6% 90.3% 78.0% 72.8% Median: 82.8% Swan VRSK GWRE CCCS FCL QTWO NCNO SSNC BLKB TEMN ALKT APPF MLNK ACN EXLS EPAM GLOB GDYN DAVA

 

 

As of August 4, 2025, the average stock price target for Swan from Wall Street analysts reflected a premium of 9.8% relative to Swan’s closing stock price of $27.09 per share. Sources: Bloomberg and Wall Street Research. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 20 Company Selected Wall Street Analyst Recommendations Recommendation Summaries Price Targets Date of Report Stock Price Target Broker 6/2/25 $27.00 Jefferies 5/18/25 $26.00 Bank Leumi Le Israel 5/12/25 $31.00 Barclays 5/9/25 $35.00 Needham 5/9/25 NA William Blair $29.75 Average $27.09 Common Stock Price as of 8/4/25 [1] 9.8% Mean Stock Price Target Premium (Discount) to Current Stock Price Note: Excludes brokers in the Bloomberg consensus who haven’t published research or updated price target since prior to 2025. J.P. Morgan is not included due to discontinued coverage, per Swan management. 1. Quoted on the Nasdaq Global Select exchange. NA refers to not available. Selected Brokers No. of Brokers Recommendation Needham 1 Buy Bank Leumi Le Israel Jefferies William Blair 3 Hold/Market Perform Barclays 1 Underweight

 

 

Selected Wall Street Analyst Commentary L&A refers to Life & Annuity; P&C refers to Property & Casualty; UW refers to Underweight. Commentary Recommendation Date of Report Broker “ [Swan’s] business model of being both the software provider and the software implementer provides it with a point of differentiation versus the majority of its competitors, which specialize in one or the other . The company is currently facing competitive challenges in the US, but we see the potential for organic growth to return to a high - single - digit pace in the medium term.” Hold 6/2/25 “As the company continues its cloud business model transition, there has been a favorable mix shift to higher - margin, recurring post - production revenues […] we believe ample opportunity remains for favorable margin mix accretion given the low - 50% gross margin profile of postproduction software revenues versus the 25% margin profile of implementation services. ” "We believe that [Swan’s] ongoing global momentum is due to its strong competitive position in the L&A market, driven by its unique end - to - end platform that addresses the complex nature of L&A policy management, which has largely deterred other P&C players. Currently, L&A accounts for about a quarter of the business, but given the market's size is comparable to P&C, we see this as a significant growth opportunity for the company to sustain long - term growth. " “ We remain encouraged by the overall core system market opportunity and early signs of favorable execution and revenue mix accretion in the business , while taking a cautiously optimistic view as the company looks to steadily build pipeline around some of the company’s newer investment initiatives.” Market Perform 5/9/25 " We believe [Swan] is well positioned to generate high - single digit to low - double digit organic revenue growth given the positive secular trends as insurance carriers continue to migrate away from legacy technology systems to modern cloud - based technologies. We also believe [Swan] will be able to supplement this organic growth with tuck - in M&A that either expands [Swan’s] presence in North America or adds additional European geographies.“ Buy 5/9/25 “ [Swan] is in the early stages of its SaaS transition and macro - related caution and competitive pressures have led to longer decision - making processes and longer sales cycles resulting in lower top - line growth . Additionally, it will likely take time for synergies from integration efforts to take hold and may weigh on profitability over the near term.” “ Our UW rating reflects our view that [Swan] is fairly valued in light of recent outperformance, the muted growth profile in the sector and a lack of near - term catalyst. ” Underweight 5/8/25 Source: Wall Street Research. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 21

 

 

ସ 10.5% Swan Management Projections vs. Wall Street Analyst Estimates (dollars in millions) Revenue Projection Comparisons Adjusted EBITDA Projection Comparisons [2] [3] [4] 1. Per Swan’s Form 6 - K for the period ended 3/31/25. 2. Does not include capitalized software expense. Wall Street Consensus adjusted by ~$8 million, ~$8 million, and ~$9 million in CY 2025E, CY 2026E, and CY 2027E, respectively, based on Swan Management Projections. 3. Does not include royalty payments owed to the Israel Innovation Authority. Wall Street Consensus adjusted by ~$1 million CY 2025E, CY 2026E, and CY 2027E, based on Swan Management Projections. 4. 2025 Operating Profit Guidance considers losses related to AdvantageGo and integration costs related to both the Candela and AdvantageGo acquisitions. Per Swan’s Form 6 - K for the period ended 3/31/25. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization and Stock - Based Compensation Expense, adjusted for certain non - recurring items; CY refers to Calendar Year; E refers to Estimated. ସ 8.2% ସ 7.9% ସ 4.6% ସ 2.3% ସ 2.1% Swan Management Projections Wall Street Consensus 2025 Swan Guidance [1] : $574 - $578 $589 $643 $680 $576 $615 $667 CY 2025E CY 2026E CY 2027E $117 Sources: Swan Management Projections and Bloomberg as of 8/4/25. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 22 $131 $139 $108 $118 $129 CY 2025E CY 2026E CY 2027E

 

 

Ownership Summary (shares in millions) 55.9 million shares [1] Note: Reflects ownership data as of 8/4/25. 1. Reflects common shares outstanding per the Company's Form 20 - F for the period ended 12/31/24. Designates holdings excluded from public float computations. Common Stock % Outstanding Shares Holder 43.5% 24.3 Formula Systems (1985) Ltd. 3.0% 1.7 BlackRock, Inc. 2.5% 1.4 The Vanguard Group, Inc. 2.1% 1.2 Royce & Associates, LP 2.1% 1.1 Nine Ten Capital Management, LLC 2.0% 1.1 Dimensional Fund Advisors LP 1.7% 0.9 Topline Capital Management, LLC 1.5% 0.9 Roni Al - Dor (President, CEO & Director) 1.5% 0.8 T. Rowe Price Group, Inc. 1.3% 0.7 Acadian Asset Management LLC 38.9% 21.7 Other 100.0% 55.9 Total 1) Formula Systems (1985) Ltd.: 43.5% 2) BlackRock, Inc. : 3.0% 3) The Vanguard Group, Inc.: 2.5% 4) Royce & Associates, LP: 2.1% 5) Nine Ten Capital Management, LLC: 2.1% 6) Dimensional Fund Advisors LP: 2.0% 7) Topline Capital Management, LLC: 1.7% 8) Roni Al - Dor (President, CEO & Director): 1.5% 9) T. Rowe Price Group, Inc. : 1.5% 10) Acadian Asset Management LLC: 1.3% Other: 38.9% Sources: Capital IQ and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 23

 

 

- 60% - 40% 20% 0% - 20% 40% 60% 100% 80% 120% Aug - 22 Swan Nov - 22 Feb - 23 May - 23 Insurance Software [2] Aug - 23 Nov - 23 Feb - 24 May - 24 Financial Services Vertical Software [3] Aug - 24 Nov - 24 IT Services [4] Feb - 25 May - 25 Aug - 25 S&P 500 Index (Total Return) CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 24 Relative Total Shareholder Return Information Last Three Years Note: No company displayed above for comparative purposes is identical to Swan. 1. Total shareholder return considers dividends paid and capital gains. 2. Insurance Software Index is comprised of CCC Intelligent Solutions Holdings Inc.; FINEOS Corporation Holdings plc; Guidewire Software, Inc.; and Verisk Analytics, Inc. 3. Financial Services Vertical Software Index is comprised of Alkami Technology, Inc.; AppFolio, Inc.; Blackbaud, Inc.; MeridianLink, Inc.; nCino, Inc.; Q2 Holdings, Inc.; SS&C Technologies Holdings, Inc.; and Temenos AG. 4. IT Services Companies Index is comprised of Accenture plc; Endava plc; EPAM Systems, Inc.; ExlService Holdings, Inc.; Globant S.A.; and Grid Dynamics Holdings, Inc. Sources: Capital IQ as of 8/4/25 and public filings. (44.1%) 65.6% 57.2% 45.0% 31.4% Total Shareholder Return [1] Swan Insurance Software [2] Financial Services Vertical Software [3] IT Services [4] S&P 500 Index (Total Return) One - Year Return Two - Year Return Three - Year Return - 18.3% - 5.1% 31.4% 33.3% 37.5% 65.6% 8.4% 36.1% 45.0% - 20.6% - 20.3% - 44.1% 21.9% 43.3% 57.2%

 

 

0.0x 5.0x 10.0x 15.0x 20.0x 25.0x 30.0x Aug - 22 Nov - 22 Aug - 25 Feb - 23 May - 23 Aug - 23 Nov - 23 Swan Insurance Software [1] Feb - 24 May - 24 Aug - 24 Nov - 24 Feb - 25 May - 25 Financial Services Vertical Software [2] IT Services [3] CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 25 Selected Multiple Lookback Last Three Years Note: No company displayed above for comparative purposes is identical to Swan. 1. Insurance Software Index is comprised of CCC Intelligent Solutions Holdings Inc.; FINEOS Corporation Holdings plc; Guidewire Software, Inc.; and Verisk Analytics, Inc. 2. Financial Services Vertical Software Index is comprised of Alkami Technology, Inc.; AppFolio, Inc.; Blackbaud, Inc.; MeridianLink, Inc.; nCino, Inc.; Q2 Holdings, Inc.; SS&C Technologies Holdings, Inc.; and Temenos AG. 3. IT Services Companies Index is comprised of Accenture plc; Endava plc; EPAM Systems, Inc.; ExlService Holdings, Inc.; Globant S.A.; and Grid Dynamics Holdings, Inc. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization and Stock - Based Compensation Expense, adjusted for certain non - recurring items Source: Capital IQ as of 8/4/25. Enterprise Value / Next Twelve Months Adjusted EBITDA Multiple 8.1x 12.6x 20.6x 19.8x Median Implied Multiple Swan Insurance Software [1] Financial Services Vertical Software [2] IT Services [3] Three - Year Average One - Year Average Current As of 8/4/25 12.8x 13.6x 12.6x 22.6x 21.6x 19.8x 19.4x 22.3x 20.6x 15.3x 14.1x 8.1x

 

 

04 CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 04 APPENDIX

 

 

04 04 APPENDIX Weighted Average Cost of Capital CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW

 

 

Weighted Average Cost of Capital Calculation Note: No company used in this calculation for comparative purposes is identical to Swan. 1. Total Cap refers to total capitalization, which equals Equity Market Value + Total Debt + Pfd. Stock. 2. Total Debt refers to total debt amount based on most recent public filings as of 8/4/25. 3. Dd refers to Implied Tax - Deductible Debt, which equals the lesser of (a) 30% of Adjusted Taxable Income/Cost of Debt, or (b) Total Debt. LTM Adjusted EBIT, based on most recent public filings as of 8/4/25, is assumed to be a valid proxy for Adjusted Taxable Income for the selected companies. 4. Dnd refers to Implied Non - Tax - Deductible Debt, which equals Total Debt minus Dd. 5. Equity Market Value based on closing price on 8/4/25 and on diluted shares as of 8/4/25. 6. Pfd. Stock refers to preferred stock, which is the amount as stated in most recent public filings as of 8/4/25. 7. Based on public filings, analyst estimates, market data and other public information as of 8/4/25. Reflects trading indications on Nasdaq Global Select exchange. Adjusted EBIT refers to Earnings Before Interest, Taxes and Stock - Based Compensation Expense, adjusted for certain non - recurring items; LTM refers to Latest 12 Months. Sources: Bloomberg and Capital IQ. Pfd. Stock to Equity Market Equity Market Value to Total Pfd. Stock to Total Cap Dnd to Equity Market Value Dd to Equity Market Value Total Debt to Equity Market Dnd to Total Cap Dd to Total Cap Total Debt to Total Cap Value [5] [6] Cap [1] [5] [1] [6] [4] [5] [3] [5] Value [2] [5] [1] [4] [1] [3] [1] [2] Insurance Software 0.0% 86.7% 0.0% 0.0% 15.3% 15.3% 0.0% 13.3% 13.3% CCC Intelligent Solutions Holdings Inc. 0.0% 99.2% 0.0% 0.8% 0.0% 0.8% 0.8% 0.0% 0.8% FINEOS Corporation Holdings plc 0.0% 96.6% 0.0% 0.0% 3.5% 3.5% 0.0% 3.4% 3.4% Guidewire Software, Inc. 0.0% 92.0% 0.0% 0.0% 8.7% 8.7% 0.0% 8.0% 8.0% Verisk Analytics, Inc. 0.0% 94.3% 0.0% 0.0% 6.1% 6.1% 0.0% 5.7% 5.7% Median 0.0% 93.6% 0.0% 0.2% 6.9% 7.1% 0.2% 6.2% 6.4% Mean Financial Services Vertical Software 0.0% 86.2% 0.0% 11.9% 4.1% 16.0% 10.2% 3.5% 13.8% Alkami Technology, Inc. 0.0% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% AppFolio, Inc. 0.0% 74.0% 0.0% 0.0% 35.1% 35.1% 0.0% 26.0% 26.0% Blackbaud, Inc. 0.0% 74.0% 0.0% 13.5% 21.7% 35.2% 10.0% 16.0% 26.0% MeridianLink, Inc. 0.0% 92.7% 0.0% 0.0% 7.9% 7.9% 0.0% 7.3% 7.3% nCino, Inc. 0.0% 91.4% 0.0% 0.0% 9.4% 9.4% 0.0% 8.6% 8.6% Q2 Holdings, Inc. 0.0% 76.3% 0.0% 0.0% 31.1% 31.1% 0.0% 23.7% 23.7% SS&C Technologies Holdings, Inc. 0.0% 87.0% 0.0% 0.0% 15.0% 15.0% 0.0% 13.0% 13.0% Temenos AG 0.0% 86.6% 0.0% 0.0% 12.2% 15.5% 0.0% 10.8% 13.4% Median 0.0% 85.2% 0.0% 3.2% 15.5% 18.7% 2.5% 12.3% 14.8% Mean IT Services 0.0% 97.0% 0.0% 0.0% 3.1% 3.1% 0.0% 3.0% 3.0% Accenture plc 0.0% 80.3% 0.0% 0.0% 24.5% 24.5% 0.0% 19.7% 19.7% Endava plc 0.0% 99.7% 0.0% 0.0% 0.3% 0.3% 0.0% 0.3% 0.3% EPAM Systems, Inc. 0.0% 96.4% 0.0% 0.0% 3.7% 3.7% 0.0% 3.6% 3.6% ExlService Holdings, Inc. 0.0% 92.8% 0.0% 0.0% 7.7% 7.7% 0.0% 7.2% 7.2% Globant S.A. 0.0% 100.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Grid Dynamics Holdings, Inc. 0.0% 96.7% 0.0% 0.0% 3.4% 3.4% 0.0% 3.3% 3.3% Median 0.0% 94.4% 0.0% 0.0% 6.6% 6.6% 0.0% 5.6% 5.6% Mean All Selected Companies 0.0% 92.3% 0.0% 0.0% 7.8% 8.3% 0.0% 7.3% 7.7% Median 0.0% 90.1% 0.0% 1.5% 10.6% 12.1% 1.2% 8.7% 9.9% Mean 0.0% 98.7% 0.0% 0.0% 1.3% 1.3% 0.0% 1.3% 1.3% Swan [7] CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 28

 

 

Weighted Average Cost of Capital Calculation (cont.) Note: No company used in this calculation for comparative purposes is identical to Swan. 1. Based on actual levered beta per Bloomberg 5 - year weekly as of 8/4/25. 2. Unlevered Beta = Levered Beta/(1 + ((1 – tax rate) * Dd to Equity Market Value) + (Dnd to Equity Market Value) + (Pfd. Stock to Equity Market Value)). 3. Based on a review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and other materials. Adjusted by correlation between S&P 500 TR Index and the MSCI Daily TR Gross World Index. 4. Kroll Cost of Capital Navigator ("Navigator"). 5. Cost of Equity = Risk - Free Rate of Return + (Levered Beta * Equity Risk Premium) + Size Premium. Risk - Free Rate of Return as of 8/4/25, based on 20 - year U.S. Treasury Bond Yield. 6. Based on selected company weighted average interest rate per most recent public filings as of 8/4/25. 7. Based on selected company weighted average preferred dividend per most recent public filings 8/4/25. 8. Based on public filings, analyst estimates, market data and other public information as of 8/4/25. Reflects trading indications on Nasdaq Global Select exchange. *Excluded from median and mean data. NA refers to not available. Sources: Bloomberg and Capital IQ. WACC Cost of Pfd. Stock [7] Cost of Debt [6] Cost of Equity [5] Size Premium [4] Equity Risk Premium [3] Unlevered Beta [2] Levered Beta [1] Insurance Software 8.2% NA 6.1% 8.7% 0.5% 5.3% 0.74 0.81 CCC Intelligent Solutions Holdings Inc. 9.9% NA 5.1% 9.9% 1.7% 5.3% 0.80 0.81 FINEOS Corporation Holdings plc 10.6% NA 1.8% * 10.9% 0.5% 5.3% 1.19 1.23 Guidewire Software, Inc. 8.4% NA 4.9% 8.8% 0.3% 5.3% 0.80 0.85 Verisk Analytics, Inc. 9.1% NA 5.1% 9.3% 0.80 0.83 Median 9.3% NA 5.4% 9.6% 0.88 0.92 Mean Financial Services Vertical Software 12.4% NA 7.7% 13.2% 1.0% 5.3% 1.35 1.55 Alkami Technology, Inc. 10.3% NA NA 10.3% 0.5% 5.3% 1.11 1.11 AppFolio, Inc. 8.8% NA 5.8% 10.2% 1.0% 5.3% 0.81 1.00 Blackbaud, Inc. 9.3% NA 7.1% 10.4% 0.9% 5.3% 0.81 1.06 MeridianLink, Inc. 13.3% NA 6.2% 13.9% 1.0% 5.3% 1.62 1.70 nCino, Inc. 13.5% NA 0.5% * 14.8% 0.7% 5.3% 1.77 1.91 Q2 Holdings, Inc. 8.8% NA 6.0% 10.0% 0.3% 5.3% 0.87 1.08 SS&C Technologies Holdings, Inc. 8.5% NA 2.1% 9.5% 0.7% 5.3% 0.82 0.91 Temenos AG 9.8% NA 6.1% 10.3% 0.99 1.09 Median 10.6% NA 5.8% 11.5% 1.15 1.29 Mean IT Services 9.8% NA 4.2% 10.0% 0.0% 5.3% 1.13 1.15 Accenture plc 11.5% NA 5.7% 13.1% 0.9% 5.3% 1.32 1.58 Endava plc 13.9% NA 5.3% 13.9% 0.5% 5.3% 1.79 1.79 EPAM Systems, Inc. 9.8% NA 5.8% 10.0% 0.5% 5.3% 1.02 1.05 ExlService Holdings, Inc. 14.5% NA 6.0% 15.2% 1.0% 5.3% 1.83 1.94 Globant S.A. 14.2% NA NA 14.2% 1.7% 5.3% 1.62 1.62 Grid Dynamics Holdings, Inc. 12.7% NA 5.7% 13.5% 1.47 1.60 Median 12.3% NA 5.4% 12.8% 1.45 1.52 Mean All Selected Companies 10.1% NA 5.8% 10.3% 1.12 1.13 Median 10.9% NA 5.6% 11.5% 1.19 1.29 Mean 10.7% NA 3.4% 10.8% 1.2% 5.3% 1.07 1.08 Swan [8] CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 29

 

 

Weighted Average Cost of Capital Calculation (cont.) 1. Risk - Free Rate of Return as of 8/4/25, based on the blended 20 - year U.S. Treasury Bond Yield and 20 - year German Government Debt Yield. 2. Based on a review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and other materials. Adjusted by correlation between S&P 500 TR Index and the MSCI Daily TR Gross World Index. 3. Navigator. 4. Forward tax rate, per Swan management. 5. Swan LTM Adjusted EBIT is assumed to be a valid proxy for Swan Adjusted Taxable Income. 6. Swan Total Debt refers to total debt amount of Swan as of 6/30/25, per Swan management. 7. Swan Dd refers to Implied Tax - Deductible Debt of Swan, which equals the lesser of (a) 30% of Swan Adjusted Taxable Income/Cost of Debt, or (b) Swan Total Debt. Based on Capital Structure Assumptions. 8. Swan Dnd refers to Implied Non - Tax - Deductible Debt of Swan, which equals Swan Total Debt minus Swan Dd. 9. Based on review of corresponding metrics of selected companies listed on previous page. 10. Based on Swan's Dd and Dnd and the Capital Structure Assumptions regarding Total Debt to Total Capitalization and Equity Market Value to Total Capitalization. 11. Based on review of selected companies’ unlevered betas listed on Weighted Average Cost of Capital Calculation page. 12. Computed Levered Beta = Selected Unlevered Beta * (1 + ((1 – Tax Rate) * Dd to Equity Market Value) + (Dnd to Equity Market Value) + (Preferred Stock to Equity Market Value)). Based on Market and Capital Structure Assumptions. 13. Cost of Equity = Risk - Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) + Size Premium. Based on Market Assumptions. 14. Observed Levered Beta based on actual levered beta per Bloomberg 5 - year weekly as of 8/4/25. 15. Unlevered Beta = Levered Beta / (1 + ((1 – Tax Rate) * Dd / Equity Market Value) * (Dnd to Equity Market Value) + (Preferred Stock to Equity Market Value)). Based on Swan actual capital structure as of 8/4/25, based on publicly available information and market data as of 8/4/25. 16. Levered Beta = Selected Unlevered Beta * (1 + ((1 – Tax Rate) * Dd to Equity Market Value) + (Dnd to Equity Market Value) + (Preferred Stock to Equity Market Value)). Based on Market and Capital Structure Assumptions. 17. Cost of Equity = Risk - Free Rate of Return + (Levered Beta * Equity Risk Premium) + Size Premium. Based on Market Assumptions. 18. See prior page for calculation. Adjusted EBIT refers to Earnings Before Interest, Taxes and Stock - Based Compensation Expense, adjusted for certain non - recurring items; LTM refers to Latest 12 Months. Sources: Swan management, Bloomberg, Capital IQ and public filings. (shares in millions) Market Assumptions 3.9% Risk - Free Rate of Return [1] 5.3% Equity Risk Premium [2] 1.2% Size Premium [3] 19.0% Tax Rate [4] Capital Structure Assumptions $85.5 Swan Adjusted Taxable Income [5] $19.8 Swan Total Debt [6] $19.8 Swan Dd [7] $0.0 Swan Dnd [8] 7.7% Total Debt to Total Capitalization [9] 7.7% Dd to Total Capitalization [10] 0.0% Dnd to Total Capitalization [10] 8.3% Total Debt to Equity Market Value 8.3% Dd to Equity Market Value [10] 0.0% Dnd to Equity Market Value [10] 0.0% Preferred Stock to Total Capitalization [9] 92.3% Equity Market Value to Total Capitalization [9] 0.0% Preferred Stock to Equity Market Value 5.8% Cost of Debt [9] NA Cost of Preferred Stock [9] Cost of Equity Based on Swan Observed Levered Beta 1.08 Observed Levered Beta [14] 1.07 Unlevered Beta [15] 1.14 Levered Beta [16] 11.2% Cost of Equity [17] 10.9% Computed Weighted Average Cost of Capital | Selected Companies Beta 10.7% Computed Weighted Average Cost of Capital | Swan Observed Levered Beta 10.7% Computed Weighted Average Cost of Capital | Swan Observed Levered Beta & Capital Structure [18] 11.5% - - 9.5% Selected Weighted Average Cost of Capital Range Cost of Equity for Computed WACC Selected Companies Beta Selected Unlevered Beta [ 11 ] Computed Levered Beta [ 12 ] Cost of Equity [ 13 ] 1.12 1.19 11.4% CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 30

 

 

04 04 APPENDIX Benchmarking Data CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW

 

 

Benchmarking Data Note: No company shown for comparative purposes is identical to Swan. 1. Based on public trading prices of common stock. CAGR refers to Compound Annual Growth Rate; CY refers to Calendar Year; E refers to Estimated; EV refers to Enterprise Value. LTM refers to the most recently completed 12 - month period for which financial information has been made public, other than for Swan, in which case LTM refers to Latest 12 Months. Sources: Bloomberg, Capital IQ, Swan Management Projections and public filings. Leverage [1] (Debt to EV as of 8/4/25) Insurance Software FINEOS Corporation Holdings plc 0.8% Swan 1.4% Guidewire Software, Inc. 3.5% Verisk Analytics, Inc. 8.2% CCC Intelligent Solutions Holdings Inc. 13.4% Financial Services Vertical Software AppFolio, Inc. 0.0% Swan 1.4% nCino, Inc. 7.6% Q2 Holdings, Inc. 9.4% Temenos AG 13.6% Alkami Technology, Inc. 14.2% SS&C Technologies Holdings, Inc. 24.1% Blackbaud, Inc. 26.2% MeridianLink, Inc. 28.0% IT Services Grid Dynamics Holdings, Inc. 0.0% EPAM Systems, Inc. 0.3% Swan 1.4% Accenture plc 3.2% ExlService Holdings, Inc. 3.8% Globant S.A. 7.2% Endava plc 21.9% Size [1] (Enterprise Value as of 8/4/25, millions) Insurance Software Verisk Analytics, Inc. $40,391 Guidewire Software, Inc. $19,503 CCC Intelligent Solutions Holdings Inc. $7,667 Swan $1,463 FINEOS Corporation Holdings plc $562 Financial Services Vertical Software SS&C Technologies Holdings, Inc. $28,490 AppFolio, Inc. $11,699 Temenos AG $6,641 Q2 Holdings, Inc. $5,241 Blackbaud, Inc. $4,421 nCino, Inc. $3,447 Alkami Technology, Inc. $2,782 MeridianLink, Inc. $1,682 Swan $1,463 IT Services Accenture plc $163,444 EPAM Systems, Inc. $7,830 ExlService Holdings, Inc. $7,011 Globant S.A. $3,962 Swan $1,463 Endava plc $829 Grid Dynamics Holdings, Inc. $379 Liquidity (Current Ratio as of 8/4/25) Insurance Software Guidewire Software, Inc. 3.2 Swan 1.7 Verisk Analytics, Inc. 1.5 CCC Intelligent Solutions Holdings Inc. 1.4 FINEOS Corporation Holdings plc 1.4 Financial Services Vertical Software AppFolio, Inc. 2.9 Alkami Technology, Inc. 2.7 MeridianLink, Inc. 2.2 Swan 1.7 Q2 Holdings, Inc. 1.5 Blackbaud, Inc. 1.3 SS&C Technologies Holdings, Inc. 1.1 nCino, Inc. 1.0 Temenos AG 0.5 IT Services Grid Dynamics Holdings, Inc. 7.4 ExlService Holdings, Inc. 3.5 EPAM Systems, Inc. 3.1 Endava plc 2.2 Swan 1.7 Globant S.A. 1.6 Accenture plc 1.5 Size (LTM Revenue, millions) Insurance Software Verisk Analytics, Inc. $2,987 Guidewire Software, Inc. $1,137 CCC Intelligent Solutions Holdings Inc. $997 Swan $549 FINEOS Corporation Holdings plc $154 Financial Services Vertical Software SS&C Technologies Holdings, Inc. $6,046 Blackbaud, Inc. $1,141 Temenos AG $1,084 AppFolio, Inc. $863 Q2 Holdings, Inc. $743 nCino, Inc. $557 Swan $549 Alkami Technology, Inc. $385 MeridianLink, Inc. $320 IT Services Accenture plc $68,483 EPAM Systems, Inc. $4,864 Globant S.A. $2,456 ExlService Holdings, Inc. $1,969 Endava plc $1,036 Swan $549 Grid Dynamics Holdings, Inc. $389 Historical Growth (CY 2022 to CY 2023 Revenue) Insurance Software CCC Intelligent Solutions Holdings Inc. 10.7% Guidewire Software, Inc. 10.0% Swan 8.4% Verisk Analytics, Inc. 7.4% FINEOS Corporation Holdings plc - 2.0% Financial Services Vertical Software AppFolio, Inc. 31.5% Alkami Technology, Inc. 29.6% nCino, Inc. 18.6% Q2 Holdings, Inc. 10.4% Swan 8.4% MeridianLink, Inc. 5.4% Temenos AG 5.3% Blackbaud, Inc. 4.5% SS&C Technologies Holdings, Inc. 4.2% IT Services Globant S.A. 17.7% ExlService Holdings, Inc. 15.5% Swan 8.4% Endava plc 5.9% Accenture plc 3.1% Grid Dynamics Holdings, Inc. 0.8% EPAM Systems, Inc. - 2.8% Historical Growth (CY 2023 to CY 2024 Revenue) Insurance Software Guidewire Software, Inc. 13.7% CCC Intelligent Solutions Holdings Inc. 9.1% FINEOS Corporation Holdings plc 7.8% Verisk Analytics, Inc. 7.5% Swan 5.4% Financial Services Vertical Software AppFolio, Inc. 28.0% Alkami Technology, Inc. 26.1% nCino, Inc. 13.7% Q2 Holdings, Inc. 11.5% SS&C Technologies Holdings, Inc. 6.9% Swan 5.4% Blackbaud, Inc. 4.5% Temenos AG 4.4% MeridianLink, Inc. 4.2% IT Services Globant S.A. 15.3% ExlService Holdings, Inc. 12.7% Grid Dynamics Holdings, Inc. 12.0% Swan 5.4% Accenture plc 3.2% EPAM Systems, Inc. 0.8% Endava plc - 1.5% Projected Growth (CY 2024 to CY 2025E Revenue) Insurance Software Guidewire Software, Inc. 17.9% CCC Intelligent Solutions Holdings Inc. 11.3% Swan 8.6% Verisk Analytics, Inc. 8.0% FINEOS Corporation Holdings plc 5.5% Financial Services Vertical Software Alkami Technology, Inc. 33.4% AppFolio, Inc. 18.7% Q2 Holdings, Inc. 12.8% Swan 8.6% nCino, Inc. 8.0% SS&C Technologies Holdings, Inc. 5.7% MeridianLink, Inc. 4.2% Temenos AG 1.4% Blackbaud, Inc. - 2.6% IT Services Grid Dynamics Holdings, Inc. 18.3% EPAM Systems, Inc. 13.5% ExlService Holdings, Inc. 12.5% Swan 8.6% Accenture plc 6.4% Globant S.A. 2.4% Endava plc 1.8% Projected Growth (CY 2025E to CY 2027E Revenue CAGR) Insurance Software Guidewire Software, Inc. 15.1% CCC Intelligent Solutions Holdings Inc. 8.9% Verisk Analytics, Inc. 8.4% Swan 7.5% FINEOS Corporation Holdings plc 6.7% Financial Services Vertical Software Alkami Technology, Inc. 22.5% AppFolio, Inc. 17.7% Q2 Holdings, Inc. 10.9% nCino, Inc. 9.8% Swan 7.5% MeridianLink, Inc. 5.8% Temenos AG 5.8% SS&C Technologies Holdings, Inc. 4.9% Blackbaud, Inc. 4.2% IT Services Grid Dynamics Holdings, Inc. 12.7% ExlService Holdings, Inc. 11.2% EPAM Systems, Inc. 8.5% Globant S.A. 8.1% Swan 7.5% Accenture plc 5.6% Endava plc 4.5% CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 32

 

 

Benchmarking Data (cont.) Note: No company shown for comparative purposes is identical to Swan. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization and Stock - Based Compensation Expense, adjusted for certain non - recurring items. Historical Growth (CY 2022 to CY 2023 Gross Profit) Insurance Software Guidewire Software, Inc. 24.2% CCC Intelligent Solutions Holdings Inc. 11.9% Swan 9.1% Verisk Analytics, Inc. 7.9% FINEOS Corporation Holdings plc 2.6% Financial Services Vertical Software AppFolio, Inc. 36.5% Alkami Technology, Inc. 33.0% nCino, Inc. 21.0% Q2 Holdings, Inc. 18.1% Temenos AG 12.3% Swan 9.1% Blackbaud, Inc. 9.1% MeridianLink, Inc. 7.4% SS&C Technologies Holdings, Inc. 5.4% IT Services ExlService Holdings, Inc. 17.9% Globant S.A. 12.9% Swan 9.1% Accenture plc 4.1% Grid Dynamics Holdings, Inc. - 6.2% EPAM Systems, Inc. - 6.8% Endava plc - 7.9% Historical Growth (CY 2023 to CY 2024 Gross Profit) Insurance Software Guidewire Software, Inc. 29.6% FINEOS Corporation Holdings plc 16.0% CCC Intelligent Solutions Holdings Inc. 12.2% Verisk Analytics, Inc. 9.7% Swan 6.8% Financial Services Vertical Software Alkami Technology, Inc. 36.4% AppFolio, Inc. 33.9% Q2 Holdings, Inc. 17.1% nCino, Inc. 14.3% SS&C Technologies Holdings, Inc. 8.0% Swan 6.8% MeridianLink, Inc. 6.5% Temenos AG 6.1% Blackbaud, Inc. 6.0% IT Services Globant S.A. 14.2% ExlService Holdings, Inc. 13.7% Grid Dynamics Holdings, Inc. 12.2% Swan 6.8% Accenture plc 3.1% EPAM Systems, Inc. 1.1% Endava plc - 16.0% Projected Growth (CY 2024 to CY 2025E Gross Profit) Insurance Software Guidewire Software, Inc. 24.3% CCC Intelligent Solutions Holdings Inc. 14.3% Verisk Analytics, Inc. 9.3% Swan 7.3% FINEOS Corporation Holdings plc 6.8% Financial Services Vertical Software Alkami Technology, Inc. 46.8% SS&C Technologies Holdings, Inc. 29.0% Q2 Holdings, Inc. 28.4% Temenos AG 24.0% nCino, Inc. 19.9% AppFolio, Inc. 18.9% Blackbaud, Inc. 9.3% Swan 7.3% MeridianLink, Inc. 4.8% IT Services Grid Dynamics Holdings, Inc. 15.7% ExlService Holdings, Inc. 13.9% Globant S.A. 8.5% Swan 7.3% EPAM Systems, Inc. 6.4% Accenture plc 5.4% Endava plc 5.1% Projected Growth (CY 2025E to CY 2027E Gross Profit CAGR) Insurance Software Guidewire Software, Inc. 17.8% CCC Intelligent Solutions Holdings Inc. 9.3% Verisk Analytics, Inc. 8.7% Swan 7.9% FINEOS Corporation Holdings plc 7.1% Financial Services Vertical Software Alkami Technology, Inc. 24.4% AppFolio, Inc. 17.2% Q2 Holdings, Inc. 13.2% nCino, Inc. 11.9% Swan 7.9% MeridianLink, Inc. 6.7% Temenos AG 5.9% Blackbaud, Inc. 4.4% SS&C Technologies Holdings, Inc. 3.5% IT Services Grid Dynamics Holdings, Inc. 14.0% ExlService Holdings, Inc. 11.4% EPAM Systems, Inc. 9.6% Endava plc 9.1% Globant S.A. 8.5% Swan 7.9% Accenture plc 5.8% Historical Growth (CY 2022 to CY 2023 Adjusted EBITDA) Insurance Software FINEOS Corporation Holdings plc 42.1% CCC Intelligent Solutions Holdings Inc. 15.5% Swan 10.8% Verisk Analytics, Inc. 3.1% Guidewire Software, Inc. NMF Financial Services Vertical Software AppFolio, Inc. 331.1% Q2 Holdings, Inc. 111.0% Alkami Technology, Inc. 91.0% Blackbaud, Inc. 37.0% Swan 10.8% Temenos AG 7.7% SS&C Technologies Holdings, Inc. 4.2% MeridianLink, Inc. - 2.0% nCino, Inc. NMF IT Services ExlService Holdings, Inc. 17.6% Globant S.A. 14.4% Swan 10.8% Accenture plc 4.7% EPAM Systems, Inc. - 6.1% Endava plc - 16.6% Grid Dynamics Holdings, Inc. - 24.0% Projected Growth (CY 2024 to CY 2025E Adjusted EBITDA) Insurance Software Guidewire Software, Inc. 57.9% FINEOS Corporation Holdings plc 28.9% CCC Intelligent Solutions Holdings Inc. 8.9% Verisk Analytics, Inc. 6.7% Swan 5.7% Financial Services Vertical Software Alkami Technology, Inc. 97.5% Q2 Holdings, Inc. 43.8% nCino, Inc. 26.0% AppFolio, Inc. 21.9% SS&C Technologies Holdings, Inc. 7.5% MeridianLink, Inc. 7.3% Swan 5.7% Blackbaud, Inc. 5.2% Temenos AG - 8.6% IT Services Endava plc 13.0% ExlService Holdings, Inc. 12.8% Swan 5.7% Globant S.A. 4.5% Accenture plc 1.8% Grid Dynamics Holdings, Inc. - 0.5% EPAM Systems, Inc. - 1.6% Historical Growth (CY 2023 to CY 2024 Adjusted EBITDA) Insurance Software FINEOS Corporation Holdings plc 291.6% Guidewire Software, Inc. 137.0% CCC Intelligent Solutions Holdings Inc. 11.8% Verisk Analytics, Inc. 9.2% Swan 5.2% Financial Services Vertical Software AppFolio, Inc. 110.9% Q2 Holdings, Inc. 62.8% nCino, Inc. 54.9% MeridianLink, Inc. 15.4% Temenos AG 11.4% Blackbaud, Inc. 8.8% SS&C Technologies Holdings, Inc. 8.6% Swan 5.2% Alkami Technology, Inc. NMF IT Services Grid Dynamics Holdings, Inc. 18.6% Globant S.A. 13.7% ExlService Holdings, Inc. 13.4% Swan 5.2% EPAM Systems, Inc. 3.4% Accenture plc 0.9% Endava plc - 23.3% Projected Growth (CY 2025E to CY 2027E Adjusted EBITDA CAGR) Insurance Software Guidewire Software, Inc. 38.2% FINEOS Corporation Holdings plc 17.1% Verisk Analytics, Inc. 9.4% Swan 9.0% CCC Intelligent Solutions Holdings Inc. 4.0% Financial Services Vertical Software Alkami Technology, Inc. 70.0% AppFolio, Inc. 21.8% nCino, Inc. 20.2% Q2 Holdings, Inc. 19.3% Swan 9.0% Temenos AG 8.5% Blackbaud, Inc. 6.5% SS&C Technologies Holdings, Inc. 5.8% MeridianLink, Inc. 5.7% IT Services Grid Dynamics Holdings, Inc. 19.9% Endava plc 14.2% ExlService Holdings, Inc. 11.4% Globant S.A. 9.8% Swan 9.0% EPAM Systems, Inc. 8.1% Accenture plc 6.1% CAGR refers to Compound Annual Growth Rate; CY refers to Calendar Year; E refers to Estimated; NA refers to not available; NMF refers to not meaningful figure. Sources: Bloomberg, Capital IQ, Swan Management Projections and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 33

 

 

Benchmarking Data (cont.) Note: No company shown for comparative purposes is identical to Swan. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization and Stock - Based Compensation Expense, adjusted for certain non - recurring items. CY refers to Calendar Year; E refers to Estimated; LTM refers to the most recently completed 12 - month period for which financial information has been made public, other than for Swan, in which case LTM refers to Latest 12 Months; NA refers to not available. Sources: Bloomberg, Capital IQ, Swan Management Projections and public filings. Profitability (LTM Gross Profit to LTM Revenue) Insurance Software FINEOS Corporation Holdings plc 75.4% CCC Intelligent Solutions Holdings Inc. 75.0% Verisk Analytics, Inc. 69.4% Guidewire Software, Inc. 62.1% Swan 46.2% Financial Services Vertical Software Temenos AG 72.7% MeridianLink, Inc. 65.6% AppFolio, Inc. 63.9% nCino, Inc. 60.1% Alkami Technology, Inc. 58.9% Blackbaud, Inc. 56.7% Q2 Holdings, Inc. 52.6% SS&C Technologies Holdings, Inc. 48.7% Swan 46.2% IT Services Swan 46.2% ExlService Holdings, Inc. 38.0% Grid Dynamics Holdings, Inc. 36.3% Globant S.A. 35.6% Accenture plc 32.1% EPAM Systems, Inc. 30.2% Endava plc 24.4% Profitability (CY 2025E Gross Profit to CY 2025E Revenue) Insurance Software CCC Intelligent Solutions Holdings Inc. 77.6% FINEOS Corporation Holdings plc 76.3% Verisk Analytics, Inc. 69.6% Guidewire Software, Inc. 65.5% Swan 45.3% Financial Services Vertical Software Temenos AG 88.1% nCino, Inc. 66.7% MeridianLink, Inc. 66.1% Alkami Technology, Inc. 64.8% AppFolio, Inc. 64.6% Blackbaud, Inc. 62.1% SS&C Technologies Holdings, Inc. 59.4% Q2 Holdings, Inc. 57.9% Swan 45.3% IT Services Swan 45.3% ExlService Holdings, Inc. 38.1% Globant S.A. 37.9% Grid Dynamics Holdings, Inc. 35.4% Accenture plc 32.1% EPAM Systems, Inc. 28.8% Endava plc 25.4% Profitability (CY 2026E Gross Profit to CY 2026E Revenue) Insurance Software CCC Intelligent Solutions Holdings Inc. 78.2% FINEOS Corporation Holdings plc 76.6% Verisk Analytics, Inc. 69.8% Guidewire Software, Inc. 66.5% Swan 45.6% Financial Services Vertical Software Temenos AG 88.1% nCino, Inc. 68.4% MeridianLink, Inc. 66.7% Alkami Technology, Inc. 65.8% AppFolio, Inc. 64.9% Blackbaud, Inc. 62.4% Q2 Holdings, Inc. 58.8% SS&C Technologies Holdings, Inc. 58.1% Swan 45.6% IT Services Swan 45.6% ExlService Holdings, Inc. 38.2% Globant S.A. 38.1% Grid Dynamics Holdings, Inc. 35.9% Accenture plc 32.2% EPAM Systems, Inc. 29.5% Endava plc 26.4% Profitability (CY 2027E Gross Profit to CY 2027E Revenue) Insurance Software CCC Intelligent Solutions Holdings Inc. 78.1% FINEOS Corporation Holdings plc 76.9% Verisk Analytics, Inc. 69.9% Guidewire Software, Inc. 68.6% Swan 45.7% Financial Services Vertical Software Temenos AG 88.3% nCino, Inc. 69.3% MeridianLink, Inc. 67.2% Alkami Technology, Inc. 66.8% AppFolio, Inc. 64.0% Blackbaud, Inc. 62.3% Q2 Holdings, Inc. 60.3% SS&C Technologies Holdings, Inc. 57.9% Swan 45.7% IT Services Swan 45.7% Globant S.A. 38.2% ExlService Holdings, Inc. 38.2% Grid Dynamics Holdings, Inc. 36.2% Accenture plc 32.2% EPAM Systems, Inc. 29.4% Endava plc 27.7% Profitability (CY 2025E Adjusted EBITDA to CY 2025E Revenue) Insurance Software Verisk Analytics, Inc. 55.7% CCC Intelligent Solutions Holdings Inc. 40.4% Swan 19.9% Guidewire Software, Inc. 19.6% FINEOS Corporation Holdings plc 19.1% Financial Services Vertical Software MeridianLink, Inc. 40.5% SS&C Technologies Holdings, Inc. 39.5% Temenos AG 38.3% Blackbaud, Inc. 35.9% AppFolio, Inc. 27.9% Q2 Holdings, Inc. 22.9% nCino, Inc. 21.7% Swan 19.9% Alkami Technology, Inc. 11.9% IT Services ExlService Holdings, Inc. 21.7% Swan 19.9% Globant S.A. 19.8% Accenture plc 18.8% EPAM Systems, Inc. 15.8% Endava plc 14.6% Grid Dynamics Holdings, Inc. 12.6% Profitability (CY 2026E Adjusted EBITDA to CY 2026E Revenue) Insurance Software Verisk Analytics, Inc. 56.3% CCC Intelligent Solutions Holdings Inc. 41.2% Guidewire Software, Inc. 23.3% FINEOS Corporation Holdings plc 20.9% Swan 20.3% Financial Services Vertical Software MeridianLink, Inc. 40.5% SS&C Technologies Holdings, Inc. 39.8% Temenos AG 38.9% Blackbaud, Inc. 36.4% AppFolio, Inc. 29.0% nCino, Inc. 24.5% Q2 Holdings, Inc. 24.0% Swan 20.3% Alkami Technology, Inc. 18.9% IT Services ExlService Holdings, Inc. 21.8% Swan 20.3% Globant S.A. 20.0% Accenture plc 18.9% EPAM Systems, Inc. 15.8% Endava plc 15.5% Grid Dynamics Holdings, Inc. 13.8% Profitability (CY 2027E Adjusted EBITDA to CY 2027E Revenue) Insurance Software Verisk Analytics, Inc. 56.8% CCC Intelligent Solutions Holdings Inc. 36.8% Guidewire Software, Inc. 28.3% FINEOS Corporation Holdings plc 23.1% Swan 20.4% Financial Services Vertical Software MeridianLink, Inc. 40.4% Temenos AG 40.2% SS&C Technologies Holdings, Inc. 40.1% Blackbaud, Inc. 37.5% AppFolio, Inc. 29.8% Q2 Holdings, Inc. 26.5% nCino, Inc. 26.0% Alkami Technology, Inc. 22.9% Swan 20.4% IT Services ExlService Holdings, Inc. 21.8% Swan 20.4% Globant S.A. 20.4% Accenture plc 19.0% Endava plc 17.4% EPAM Systems, Inc. 15.7% Grid Dynamics Holdings, Inc. 14.3% Profitability (LTM Adjusted EBITDA to LTM Revenue) Insurance Software Verisk Analytics, Inc. 57.3% CCC Intelligent Solutions Holdings Inc. 41.0% Swan 19.9% Guidewire Software, Inc. 17.7% FINEOS Corporation Holdings plc 15.7% Financial Services Vertical Software Temenos AG 43.1% MeridianLink, Inc. 39.7% SS&C Technologies Holdings, Inc. 39.0% Blackbaud, Inc. 34.7% AppFolio, Inc. 26.5% Q2 Holdings, Inc. 21.1% Swan 19.9% nCino, Inc. 18.4% Alkami Technology, Inc. 11.0% IT Services ExlService Holdings, Inc. 21.8% Accenture plc 20.1% Swan 19.9% Globant S.A. 19.4% EPAM Systems, Inc. 17.7% Grid Dynamics Holdings, Inc. 14.9% Endava plc 12.3% CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 34

 

 

Benchmarking Data (cont.) Note: No company shown for comparative purposes is identical to Swan. 1. Total Capital Expenditures includes Capitalized Software Development. 2. Free Cash Flow Conversion = [ Adjusted EBITDA - Capital Expenditures - Capitalized Software Development ] / Adjusted EBITDA. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization and Stock - Based Compensation Expense, adjusted for certain non - recurring items. Amort. Refers to Amortization; CY refers to Calendar Year; Depr. refers to Depreciation; E refers to Estimated. LTM refers to the most recently completed 12 - month period for which financial information has been made public, other than for Swan, in which case LTM refers to Latest 12 Months. Sources: Bloomberg, Capital IQ and public filings. Relative Expenses (LTM Stock - Based Compensation to LTM Revenue) Insurance Software Swan 0.6% FINEOS Corporation Holdings plc 1.4% Verisk Analytics, Inc. 1.7% Guidewire Software, Inc. 13.8% CCC Intelligent Solutions Holdings Inc. 19.4% Financial Services Vertical Software Swan 0.6% SS&C Technologies Holdings, Inc. 3.6% Temenos AG 5.1% AppFolio, Inc. 7.9% Blackbaud, Inc. 8.5% Q2 Holdings, Inc. 11.8% nCino, Inc. 12.8% MeridianLink, Inc. 17.5% Alkami Technology, Inc. 18.3% IT Services Swan 0.6% Accenture plc 3.0% Globant S.A. 3.4% EPAM Systems, Inc. 3.5% ExlService Holdings, Inc. 3.7% Endava plc 4.2% Grid Dynamics Holdings, Inc. 8.4% Relative Depreciation (LTM Depr. & Amort. to LTM Adjusted EBITDA) Insurance Software Guidewire Software, Inc. 11.6% Verisk Analytics, Inc. 18.6% Swan 18.9% CCC Intelligent Solutions Holdings Inc. 32.6% FINEOS Corporation Holdings plc 125.7% Financial Services Vertical Software AppFolio, Inc. 8.8% Swan 18.9% Temenos AG 27.0% Blackbaud, Inc. 27.1% SS&C Technologies Holdings, Inc. 29.4% nCino, Inc. 37.7% Q2 Holdings, Inc. 38.8% Alkami Technology, Inc. 38.9% MeridianLink, Inc. 46.0% IT Services Accenture plc 8.0% EPAM Systems, Inc. 11.5% ExlService Holdings, Inc. 13.4% Swan 18.9% Globant S.A. 28.0% Grid Dynamics Holdings, Inc. 30.6% Endava plc 33.9% Internal Investment (LTM Total Capital Expenditures to LTM Revenue) [1] Insurance Software Guidewire Software, Inc. 1.6% Swan 1.9% CCC Intelligent Solutions Holdings Inc. 5.2% Verisk Analytics, Inc. 7.4% FINEOS Corporation Holdings plc 21.8% Financial Services Vertical Software AppFolio, Inc. 0.6% nCino, Inc. 0.6% Swan 1.9% Alkami Technology, Inc. 2.1% MeridianLink, Inc. 2.3% Q2 Holdings, Inc. 3.6% SS&C Technologies Holdings, Inc. 4.5% Blackbaud, Inc. 5.4% Temenos AG 6.7% IT Services Endava plc 0.6% EPAM Systems, Inc. 0.7% Accenture plc 1.0% Globant S.A. 1.4% Swan 1.9% ExlService Holdings, Inc. 2.6% Grid Dynamics Holdings, Inc. 3.5% Free Cash Flow Conversion LTM Free Cash Flow Conversion [2] Insurance Software Guidewire Software, Inc. 91.2% Swan 90.6% CCC Intelligent Solutions Holdings Inc. 87.2% Verisk Analytics, Inc. 87.1% FINEOS Corporation Holdings plc - 38.9% Financial Services Vertical Software AppFolio, Inc. 97.7% nCino, Inc. 96.6% MeridianLink, Inc. 94.3% Swan 90.6% SS&C Technologies Holdings, Inc. 88.3% Blackbaud, Inc. 84.4% Temenos AG 84.4% Q2 Holdings, Inc. 82.8% Alkami Technology, Inc. 80.7% IT Services EPAM Systems, Inc. 96.0% Endava plc 95.1% Accenture plc 94.9% Globant S.A. 92.9% Swan 90.6% ExlService Holdings, Inc. 88.3% Grid Dynamics Holdings, Inc. 76.8% CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 35

 

 

04 04 APPENDIX Illustrative Premiums Paid Analysis CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW

 

 

Illustrative Premiums Paid Analysis Selected Transactions & Q1 2025 Control Premium Study Note: No company used in this analysis for comparative purposes is identical to Swan, and no transaction used in this analysis for comparative purposes is identical to the Merger. 1. Acquisition premiums are determined by measuring the offer price per share relative to the trading prices 1 - day, 1 - week, and 1 - month prior to the transaction announcement date. When there was public disclosure of an auction process or an unsolicited bid, the acquisition premiums are calculated based on the unaffected stock price prior to such disclosure. 2. Per FactSet/BVR Control Premium Study. NA refers to not available; Q refers to Quarter. Sources: Capital IQ, public filings, press releases. Control Premium Summary 2 (Q1 2025) Total International Domestic - 74.7% - 74.7% - 44.6% Low 725.1% 354.5% 725.1% High 31.7% 30.0% 39.5% Median 49.7% 39.3% 70.9% Mean Control Premium Summary 2 (Last 12 Months) Total - 97.7% Low 3,883.8% High 30.6% Median 51.4% Mean 1 Month 5 - Day 1 - Day Acquiror Target Effective Announced 28.0% 21.0% 17.0% Capgemini SE WNS (Holdings) Limited Pending 7/7/2025 61.6% 57.7% 46.3% Vista Equity Partners Management, LLC Duck Creek Technologies LLC 3/30/2023 1/9/2023 77.2% 41.9% 39.1% Thoma Bravo, L.P. Nearmap Australia Pty Ltd 12/15/2022 8/15/2022 62.4% 61.0% 51.1% Insight Venture Management, LLC; Stone Point CoreLogic, Inc. (nka:Cotality) 6/4/2021 2/4/2021 Capital LLC; Trident Funds 126.3% 101.3% 109.4% Thoma Bravo, L.P. Majesco 9/21/2020 7/20/2020 28.0% 21.0% 17.0% Low 126.3% 101.3% 109.4% High 69.8% 59.3% 48.7% Median 71.1% 56.6% 52.6% Mean Implied Premiums Paid [1] CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 37

 

 

Illustrative Premiums Paid Analysis (cont.) Selected Sponsor - Backed Software Going Private Transactions Note: No company used in this analysis for comparative purposes is identical to Swan, and no transaction used in this analysis for comparative purposes is identical to the merger. 1. Acquisition premiums are determined by measuring the offer price per share relative to the trading prices 1 - day, 1 - week, and 1 - month prior to the transaction announcement date. When there was public disclosure of an auction process or an unsolicited bid, the acquisition premiums are calculated based on the unaffected stock price prior to such disclosure. Sources: Houlihan Lokey Going Private Studies and Capital IQ. 1 Month 5 - Day 1 - Day Acquiror Target Effective Announced 66.7% 63.7% 65.3% Thoma Bravo, L.P. Olo Inc. Pending 7/3/2025 31.6% 24.3% 23.1% Turn/River Management, L.P. SolarWinds Corporation 4/16/2025 2/7/2025 9.6% 17.6% 19.5% Silver Lake Technology Management, L.L.C.; GIC Special Investments Pte. Ltd. Zuora, Inc. 2/14/2025 10/17/2024 37.0% 30.7% 25.1% Vista Equity Partners Management, LLC; Blackstone Management Partners L.L.C. Smartsheet Inc. 1/22/2025 9/24/2024 71.9% 34.1% 29.8% Apax Partners LLP; Turing EquityCo II L.P. Thoughtworks Holding, Inc. 11/13/2024 8/5/2024 23.8% 19.3% 16.7% KKR & Co. Inc.; Dragoneer Investment Group, LLC; KKR North America Fund XIII SCSp Instructure Holdings, Inc. 11/13/2024 7/25/2024 16.0% 8.1% 10.2% Franklin Resources, Inc.; BlackRock, Inc.; State Street Global Advisors, Inc.; Bain Capital Private Equity, LP; Reverence Capital Partners, L.P.; FMR LLC Envestnet, Inc. 11/25/2024 7/11/2024 6.8% 31.6% 37.3% Onex Corporation; Vista Equity Partners Management, LLC; Bain Capital Private Equity, LP PowerSchool Group LLC 10/1/2024 6/7/2024 27.1% 31.2% 21.8% Permira Advisers LLC. Squarespace, Inc. 10/17/2024 5/13/2024 19.8% 8.5% 10.7% Vista Equity Partners Management, LLC Model N, Inc. 6/27/2024 4/8/2024 56.5% 26.7% 24.6% Haveli Investment Management LLC; Haveli Investments Software Fund I, L.P. ZeroFox Holdings, Inc. 5/13/2024 2/6/2024 62.4% 52.6% 47.1% Thoma Bravo, L.P.; Thoma Bravo Discover Fund IV, L.P. Everbridge, Inc. 7/2/2024 2/5/2024 56.3% 65.2% 62.3% Insight Venture Management, LLC; Clearlake Capital Group, L.P. Alteryx, Inc. 3/19/2024 12/18/2023 27.5% 29.9% 24.7% Vista Equity Partners Management, LLC EngageSmart, Inc. 1/26/2024 10/23/2023 48.2% 43.0% 48.2% Thoma Bravo, L.P.; Thoma Bravo Discover Fund IV, L.P. NextGen Healthcare, Inc. 11/9/2023 9/6/2023 - 13.1% 31.9% 32.1% Symphony Technology Group, LLC Avid Technology, Inc. 11/7/2023 8/9/2023 77.8% 67.3% 66.1% TPG Capital, L.P.; Francisco Partners Management, L.P. New Relic, Inc. 11/8/2023 7/31/2023 57.4% 34.9% 24.3% Blackstone Inc.; Abu Dhabi Investment Authority Cvent Holding Corp. 6/15/2023 3/14/2023 18.0% 9.6% 26.1% Symphony Technology Group, LLC Momentive Global Inc. 5/31/2023 3/13/2023 87.5% 69.8% 59.8% Silver Lake Technology Management, L.L.C.; Canada Pension Plan Investment Board Qualtrics International Inc. 6/28/2023 3/12/2023 53.3% 54.5% 61.3% Francisco Partners Management, L.P. Sumo Logic, Inc. 5/7/2023 2/9/2023 61.6% 57.7% 46.3% Vista Equity Partners Management, LLC Duck Creek Technologies LLC 3/30/2023 1/9/2023 - 13.1% 8.1% 10.2% Low 87.5% 69.8% 66.1% High 42.6% 31.8% 28.0% Median 41.1% 36.9% 35.6% Mean Implied Premiums Paid [1] CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 38

 

 

05 CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 05 DISCLAIMER

 

 

Disclaimer CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 40 This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “materials”), are provided solely for the information of the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of Sapiens International Corporation N.V. (the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the materials. The materials are for discussion purposes only. 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Disclaimer (cont.) CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 41 All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including, without limitation, estimates of potential cost savings and synergies) reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates (including, without limitation, estimates of potential cost savings and synergies) contained in the materials may or may not be achieved and differences between projected results and those actually achieved may be material. 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