Darktrace : Scheme of Arrangement

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Part II (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006. THIS DOCUMENT CONTAINS A PROPOSAL WHICH, IF

IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE LISTING OF DARKTRACE SHARES ON THE OFFICIAL LIST AND OF TRADING OF DARKTRACE SHARES ON THE LONDON STOCK EXCHANGE.

If you are in any doubt as to the contents of this document or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Darktrace Shares, please send this document and the accompanying documents (other than documents or forms personalised to you) at once to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, these documents must not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. If you have sold or otherwise transferred only part of your holding of Darktrace Shares, you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected.

The release, publication or distribution of this document and/or the accompanying documents (in whole or in part) in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by law, Darktrace and Bidco disclaim any responsibility or liability for the violation of such restrictions by such persons.

Neither this document nor any accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, or otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in relation to the Acquisition or the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document is not a prospectus or a prospectus equivalent document.

Recommended Cash Acquisition

of

Darktrace plc

by

Luke Bidco Limited

(a newly incorporated company controlled by funds managed and/or

advised by Thoma Bravo, L.P.)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

This document (including any documents incorporated into it by reference) should be read as a whole and in conjunction with the accompanying Forms of Proxy and GREEN Form of Election (if applicable).

Your attention is drawn to the letter from the Chair of Darktrace in Part I (Letter from the Chair of Darktrace plc) of this document, which contains the unanimous recommendation of the Darktrace Board that you vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting. A letter from Jefferies and Qatalyst Partners explaining the Scheme appears in Part II (Explanatory Statement) of this document.

Notices of the Court Meeting and the General Meeting, both of which will be held at the offices of Latham & Watkins (London) LLP at 99 Bishopsgate, London, EC2M 3XF, United Kingdom, on 18 June 2024, are set out in Part X (Notice of Court Meeting) and Part XI (Notice of General Meeting) of this document respectively. The Court Meeting will start at 2.30 p.m. and the General Meeting at 2.45 p.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).

The action to be taken by Darktrace Shareholders in relation to the Meetings is set out on pages 8 to 11 and paragraph 18 of Part II (Explanatory Statement) of this document. It is very important that as many Darktrace Shareholders as possible use their votes so that the Court can be satisfied that there is a fair and reasonable representation of their views. Darktrace Shareholders will receive a BLUE Form of Proxy for use in connection with the Court Meeting and a WHITE Form of Proxy for use in connection with the General Meeting. Whether or not you intend to be present at the Meetings in person, please complete and sign each of the Forms of Proxy (or appoint a proxy electronically, as referred to below) in accordance with the instructions printed on them and return them to Darktrace's Registrars, Equiniti, as soon as possible and, in any event, so as to be received by Equiniti by 2.30 p.m. on 14 June 2024 in respect of the Court Meeting and 2.45 p.m. on 14

Rule 24.3(d)(i)

Rule 24.3(b)(ii)

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June 2024 in respect of the General Meeting. If the BLUE Form of Proxy for the Court Meeting is not returned by the specified time, it may be: (i) handed to representatives of Equiniti or the Chair of the Court Meeting before the start of that meeting; or (ii) scanned and emailed to Equiniti and received before the start of that meeting at [e-mail] will still be valid. In the case of the General Meeting, however, unless the WHITE Form of Proxy is returned by the time mentioned in the instructions printed on it, it will be invalid. The completion and return of a Form of Proxy will not prevent Darktrace Shareholders from attending, voting and speaking in person at either the Court Meeting or the General Meeting, or any adjournment thereof, if you so wish and are so entitled.

At the Court Meeting, voting will be by poll and each Scheme Shareholder present in person or by proxy will be entitled to one vote for each Scheme Share held as at the Voting Record Time. The approval required at the Court Meeting is a majority in number of those Scheme Shareholders present and voting in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares voted by such Scheme Shareholders.

At the General Meeting, voting on the Special Resolution will be by poll and each Darktrace Shareholder present in person or by proxy will be entitled to one vote for each Darktrace Share held as at the Voting Record Time. The approval required for the Special Resolution to be passed is at least 75 per cent. of the vote cast on the Special Resolution in person or by proxy.

If you have any questions about this document, the Court Meeting, the General Meeting or on the completion and return of the Forms of Proxy or the GREEN Form of Election (if applicable), please call the Shareholder Helpline between 8.30 a.m. and

5.30 p.m. Monday to Friday (except public holidays in England & Wales) on [phone] (from outside the UK, international rates apply). Please note that calls may be monitored or recorded and the Shareholder Helpline cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

Any changes to the arrangements for the Court Meeting and/or the General Meeting will be communicated to Scheme Shareholders and Darktrace Shareholders before the Meetings, through Darktrace's website at https://ir.darktrace.com/and by announcement through a Regulatory Information Service.

Certain terms used in this document are defined in Part IX (Definitions). References to times in this document are to London, United Kingdom time unless otherwise stated.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, and Goldman Sachs & Co. LLC (together, "Goldman Sachs") are acting exclusively for Bidco and Thoma Bravo as financial advisers and no one else in connection with the Acquisition and other matters set out in this document and will not be responsible to anyone other than Bidco and Thoma Bravo for providing the protections afforded to clients of Goldman Sachs, nor for providing advice in connection with the Acquisition, the content of this document or any matter referred to herein. Neither Goldman Sachs nor any of Goldman Sachs' subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whet her direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs in connection with this document, any statement contained herein or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Darktrace and no one else in connection with the matters set out in this document and will not be responsible to anyone other than Darktrace for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the matters set out in this document. Neither Jefferies nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this document, any statement contained herein or otherwise.

Qatalyst Partners Limited ("Qatalyst Partners"), which is authorised in the UK by the FCA, is acting exclusively as financial adviser to Darktrace and no one else in connection with the Acquisition and will not be acting for any other person and will not be responsible to any person other than Darktrace for providing the protections afforded to clients of Qatalyst Partners or for advising any other person in respect of the matters referred to in this document. No representation or warranty, express or implied, is made by Qatalyst Partners as to the contents of this document.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised by the German Federal Financial Supervisory Authority and is authorised and subject to limited regulation by the FCA in the United Kingdom, is acting exclusively as a corporate broker and connected adviser for Darktrace and no one else in connection with the Acquisition and will not be responsible to anyone other than Darktrace for providing the protections afforded to clients of Berenberg nor for providing advice in relation to the Acquisition or any other matters referred to in this document. Neither Berenberg nor any of its affiliates owes or accepts any duty, liability or responsibility to any person who is not a client of Berenberg in connection with this document, any statement contained herein or otherwise.

The financial advisers and any of their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory, risk management, hedging and other services for, Darktrace, Thoma Bravo or Bidco, for which they would have received customary fees. The financial advisers and any of their respective affiliates may provide such services to, Darktrace, Thoma Bravo or Bidco and any of their respective affiliates in the future. In addition, the financial advisers and any of their respective affiliates may also provide risk management products to Darktrace, Thoma Bravo or Bidco or any parties related to any of them in connection with the Acquisition for which they could receive payment(s), earn a profit and/or suffer or avoid a loss contingent on the closing of the Acquisition (and the quantum of such amounts may potentially be significantly in excess of the fees earned by the relevant financial adviser for its services acting as financial adviser in connection with the Acquisition).

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IMPORTANT NOTICES

No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Darktrace, the Darktrace Directors, Bidco, the Bidco Directors, Thoma Bravo or by Goldman Sachs, Jefferies, Qatalyst Partners or Berenberg or any other person involved in the Acquisition. Neither the delivery of this document nor holding the Meetings, the Court Hearing, or filing the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the Darktrace Group or the Bidco Group since the date of this document or that the information in, or incorporated into, this document is correct as at any time subsequent to its date.

The statements contained in this document are not to be construed as legal, business, financial or tax advice.

Overseas shareholders

This document has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this document, or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Darktrace Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Darktrace Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this document and any other formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this document (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of an Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information

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included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Bidco were to elect to implement the Acquisition by means of an Offer, such Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Offer would be made in the US by Bidco and no one else. In addition to any such Offer, in accordance with usual practice in the UK, Bidco, certain affiliated companies and their respective nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Darktrace outside such Offer during the period in which such Offer would remain open for acceptance. Such purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be in compliance with applicable law, including disclosure as required in the United Kingdom.

Darktrace and Bidco are both incorporated under the laws of England and Wales. Some or all of the officers and directors of Bidco and Darktrace, respectively, are residents of countries other than the United States. In addition, some of the assets of Bidco and Darktrace are located outside the United States. As a result, it may be difficult for US holders of Darktrace Shares to enforce their rights and any claim arising out of the US federal laws or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom. US holders of Darktrace Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Further details in relation to Overseas Shareholders are contained in paragraph 16 of Part II (Explanatory Statement) of this document.

Forward-looking statements

This document (including information incorporated by reference in this document), oral statements made regarding the Acquisition, and other information published by Bidco and Darktrace may contain certain "forward-looking statements" with respect to Darktrace, Bidco and Thoma Bravo. These forward- looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies of Thoma Bravo and/or Bidco and the expansion and growth of Darktrace and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Darktrace.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of Thoma Bravo, Bidco or Darktrace, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Thoma Bravo, Bidco or Darktrace or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. Thoma Bravo, Bidco and Darktrace assume no obligation to update publicly or revise forward-looking or other statements contained in this document, whether as a result of new information, future events or otherwise, except to the extent legally required.

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No profit forecasts or estimates

Rule 24.3(d)(xxi)

Other than the Darktrace Q3 Profit Forecasts (as defined in Part XII (Profit Forecast)), no statement in this document, or incorporated by reference into this document, is intended as a profit forecast or estimate for Darktrace in respect of any period and no statement in this document should be interpreted to mean that earnings or earnings per Darktrace Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per Darktrace Share.

Right to switch to an Offer

Bidco reserves the right to elect, with the consent of the Panel and in accordance with the terms of the Cooperation Agreement, to implement the Acquisition by way of an Offer for the entire issued and to be issued ordinary share capital of Darktrace as an alternative to the Scheme. In such an event, the Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part C of Part III of this document.

Publication on website

In accordance with Rule 26.1 of the Takeover Code, a copy of this document, together with all information incorporated into this document by reference to another source, is and will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Darktrace's website at https://ir.darktrace.com/, by no later than 12.00 noon on the Business Day following the date of publication of this document. Save as expressly referred to in this document, neither the contents of the websites referred to in this document nor the content of any other website accessible from hyperlinks on such websites are incorporated into or form part of this document.

Requesting hard copies

Rule 26.1(b)

Rule 24.15(d)

Rule 24.3(d)(xx)

Rule 30.3(e)

In accordance with Rule 30.3 of the Takeover Code, a person so entitled may request a hard copy of this document and all information incorporated into this document by reference to another source by contacting Equiniti between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England & Wales) on [phone] or by submitting a request in writing to Equiniti at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. For persons who receive this document via a website notification, a hard copy of this document will not be sent unless so requested. In accordance with Rule 30.3 of the Takeover Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications - information for Darktrace Shareholders

Please be aware that addresses, electronic addresses and other information provided by Darktrace Shareholders, persons with information rights and other relevant persons for the receipt of communications from Darktrace may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown in the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Takeover Code

Rule 24.3(d)(xv)

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An

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Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. on the 10th Business Day (as defined in the Takeover Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. on the 10th Business Day (as defined in the Takeover Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of

1. the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. on the Business Day (as defined in the Takeover Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

General

If the Acquisition is effected by way of an Offer, and such Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Darktrace Shares in respect of which the Offer has not been accepted. Investors should be aware that Bidco may purchase Darktrace Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this Document or the action you should take, you are recommended to seek your own independent financial and/or legal advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

Date

The date of publication of this document is 23 May 2024.

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TABLE OF CONTENTS
	Page
IMPORTANT NOTICES	3
ACTION TO BE TAKEN	8
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	12
Part I LETTER FROM THE CHAIR OF DARKTRACE PLC	14
Part II EXPLANATORY STATEMENT	22
Part III CONDITIONS TO AND FURTHER TERMS OF THE ACQUISITION AND THE
SCHEME	42
Part IV THE SCHEME OF ARRANGEMENT	57
Part V FINANCIAL INFORMATION	67
Part VI TAXATION	68
Part VII ADDITIONAL INFORMATION	69
Part VIII NOTES ON MAKING A GBP CURRENCY ELECTION	94
Part IX DEFINITIONS	99
Part X NOTICE OF COURT MEETING	109
Part XI NOTICE OF GENERAL MEETING	112
Part XII PROFIT FORECAST	117

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ACTION TO BE TAKEN

Rule 24.3(d)(x)

For the reasons set out in this document, the Darktrace Board, who have been so advised by Jefferies and Qatalyst Partners as to the financial terms of the Acquisition, considers the terms of the Acquisition to be fair and reasonable. In providing their advice to the Darktrace Board, Jefferies and Qatalyst Partners have taken into account the commercial assessments of the Darktrace Board. Jefferies and Qatalyst Partners are providing independent financial advice to the Darktrace Board for the purposes of Rule 3 of the Takeover Code.

Accordingly, in order to implement the Acquisition, the Darktrace Board unanimously recommends that you vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, as the Darktrace Directors who hold interests in Darktrace Shares (in a personal capacity or through a nominee) have irrevocably undertaken to do in respect of their own beneficial holdings of Darktrace Shares (or those Darktrace Shares over which they have control), and that you take the action described below.

1. THE DOCUMENTS

Please check that you have received the following:

All Darktrace Shareholders

• a BLUE Form of Proxy for use in respect of the Court Meeting on 18 June 2024;
• a WHITE Form of Proxy for use in respect of the General Meeting on 18 June 2024;
• a reply-paid envelope for use in the UK only for the return of the BLUE Form of Proxy and the WHITE Form of Proxy;

Darktrace Shareholders who hold Darktrace Shares in certificated form only

• a GREEN Form of Election for use in connection with making of a Currency Election; and
• a reply-paid envelope with a blue flash for use in the UK only for the return of the GREEN Form of Election.

If you have not received all of these documents, please contact Equiniti on the Shareholder Helpline on the number indicated below.

2. VOTING AT THE COURT MEETING AND THE GENERAL MEETING

It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Whether or not you intend to attend the Court Meeting and/or the General Meeting, please sign and return your Forms of Proxy, or deliver your voting instructions by one of the other methods mentioned below as soon as possible and, in any event, by no later than 2.30 p.m. on 14 June 2024 in the case of the Court Meeting and by no later than 2.45 p.m. on 14 June 2024 in the case of the General Meeting (or, in the case of any adjournment, not later than 48 hours (excluding non-working days) before the fixed time for the holding of the adjourned meeting).

The Scheme will require approval at a meeting of Scheme Shareholders convened with the permission of the Court to be held at the offices of Latham & Watkins (London) LLP at 99 Bishopsgate, London, EC2M 3XF, United Kingdom at 2.30 p.m. on 18 June 2024. Implementation of the Scheme will also require approval of Darktrace Shareholders of the Special Resolution to be proposed at the General Meeting. The General Meeting will be held at the same place as the Court Meeting, at 2.45 p.m. on 18 June 2024 (or as soon thereafter as the Court Meeting shall have been concluded or adjourned).

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Darktrace Shareholders entitled to attend and vote at the Meetings are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote at the Court Meeting and/or General Meeting. A proxy need not be a Darktrace Shareholder. Darktrace Shareholders entitled to attend and vote at the Meetings are strongly encouraged to submit proxy appointments and instructions for the Meetings as soon as possible, using any of the methods set out below.

1. Sending Forms of Proxy by post, by hand or by email

Please complete and sign the Forms of Proxy in accordance with the instructions printed on them and return them (i) by post or (during normal business hours only) by hand, to Darktrace's Registrars, Equiniti, at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, or (ii) by emailing a scanned copy to [e-mail], in each case as soon as possible and, in any event, so as to be received not later than the relevant time set out below:

BLUE Forms of Proxy for the Court Meeting	2.30 p.m. on 14 June 2024
WHITE Forms of Proxy for the General Meeting	2.45 p.m. on 14 June 2024

or, if in either case the Meeting is adjourned, the relevant Form of Proxy should be received not later than 48 hours (excluding non-working days) before the time fixed for the adjourned Meeting.

If the BLUE Form of Proxy for the Court Meeting is not returned by such time, it may be (i) handed to representatives of Equiniti or the Chair of the Court Meeting before the start of that meeting; or (ii) scanned and emailed to Equiniti and received before the start of that meeting at [e-mail] will still be valid. However, in the case of the General Meeting, the WHITE Form of Proxy must be received by Equiniti by the time mentioned above, or it will be invalid.

Darktrace Shareholders are entitled to appoint a proxy in respect of some or all of their Darktrace Shares and may also appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. Darktrace Shareholders who wish to appoint more than one proxy in respect of their holding of Darktrace Shares should contact Equiniti for further Forms of Proxy.

Completion and return of a Form of Proxy, or the appointment of a proxy electronically or using CREST as described below, will not prevent you from attending, speaking and voting in person at either the Court Meeting or the General Meeting, or any adjournment thereof, if you wish and are entitled to do so.

1. Online appointment of proxies

As an alternative to completing and returning the printed Forms of Proxy, proxies may be appointed electronically by logging on to the following website: www.sharevote.co.uk, using your personal Voting ID, Task ID and Shareholder Reference Number (which are printed on your Forms of Proxy). Alternatively, shareholders who have already registered with Equiniti's online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk, using their usual user ID and password and following the instructions there. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti no later than

2.30 p.m. on 14 June 2024 for the Court Meeting and 2.45 p.m. on 14 June 2024 for the General Meeting or, if in either case the Meeting is adjourned, no later than 48 hours (excluding non-working days) before the time fixed for the Meeting. Full details of the procedure to be followed to appoint a proxy online are given on the website at www.sharevote.co.uk.

As another alternative, institutional investors may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by Darktrace and approved by Darktrace's Registrars. For further information regarding Proxymity, please go to www.proxymity.io. To be valid, your proxy must be lodged on Proxymity by no later than 2.30 p.m. on 14 June 2024 for the Court Meeting and 2.45 p.m. on 14 June 2024 for the General Meeting or, if in either case the Meeting is adjourned, no later than 48 hours (excluding non-working days) before the time fixed for the Meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated

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terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

In the case of the Court Meeting only, if you have not appointed a proxy electronically by such time, you may complete the BLUE Form of Proxy and (i) hand it to a representative of Equiniti or the Chair of the Court Meeting, or (ii) scan and email it to Equiniti at the following email address: [e-mail] the start of the Court Meeting.

1. Electronic appointment of proxies through CREST

If you hold Darktrace Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for the Meetings (or any adjourned Meeting) by using the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual (please also refer to the accompanying notes to the notices of Meeting set out in Part X and Part XI). CREST personal members or other CREST sponsored members, and those CREST members who have appointed any voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy), must, in order to be valid, be transmitted so as to be received by Equiniti not less than 48 hours (excluding non-working days) before the time fixed for the Court Meeting or General Meeting (or adjourned meeting), as applicable. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed any voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection with this, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Darktrace may treat as invalid a CREST Proxy Instruction in the circumstances set out in the CREST Regulations.

3. CURRENCY OF CONSIDERATION

The Currency Conversion Facility is being made available to Scheme Shareholders pursuant to which you will be able to elect (subject to the terms and conditions of the facility) to receive the Consideration in GBP sterling (instead of US dollars) for some or all of their Scheme Shares at the Average Market Exchange Rate obtained by Bidco through one or more market transactions over one or more Business Days following the Scheme Record Time and before the relevant payment date. If you wish to make a Currency Election, you should:

1. if you hold Scheme Shares in certificated form and wish to make a Currency Election, complete and sign the GREEN Form of Election in accordance with the instructions printed thereon and return it to Equiniti at Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom using the enclosed reply-paid envelope with a blue flash (for use in the UK only) for the return of the GREEN Form of Election; or

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