THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This document should be read in conjunction with the information contained in the Scheme Document. Copies of the Scheme Document and this document are available free of charge by contacting Monitise’s registrar, Equiniti, between 8:30 am and 5:30 pm on Monday to Friday, on 0333 207 6513 from within the United Kingdom (excluding public holidays in England and Wales) or on +44 121 415 0992 if calling from outside the United Kingdom. The Scheme Document and this document can also be accessed via Monitise’s website at www.monitise.com and Fiserv’s website at www.fiserv.com/offer_for_monitise_plc.

If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice outside the United Kingdom.

If you have sold or otherwise transferred all of your Monitise Shares, please send this document, together with any of the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred only part of your holding of Monitise Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. If you have recently purchased or otherwise been transferred Monitise Shares in certified form then, notwithstanding receipt of this document and any other accompanying documents from the transferor, you should contact Equiniti on the telephone numbers set out on this page to obtain personalised Forms of Proxy.

The release, publication or distribution of this document and/or any of the accompanying documents (in whole or in part) in or into 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.

SUPPLEMENTARY CIRCULAR RELATING TO THE INCREASED AND FINAL RECOMMENDED CASH

ACQUISITION of

MONITISE PLC by

FISERV UK LIMITED (an indirect wholly-owned subsidiary of Fiserv, Inc.)

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

Your attention is drawn to the letter from the Chairman of Monitise in Part One of this document, which contains the unanimous recommendation of the Monitise Directors that you vote in favour of the Scheme at the Court Meeting and the special resolution to be proposed at the General Meeting.

Notices of the Court Meeting and the General Meeting, each of which will (following the postponements referred to in the letter from the Chairman of Monitise in Part One of this document and as reconvened pursuant to this document) be held at the offices of White & Case LLP, 5 Old Broad Street, London on 25 August 2017, are set out in Part Nine and Part Ten respectively of the Scheme Document. The Reconvened Court Meeting will start at 10:30 am on that date and the Reconvened General Meeting at 10:45 am or as soon thereafter as the Reconvened Court Meeting is concluded or adjourned.

Action to be taken by Monitise Shareholders in respect of the Reconvened Court Meeting and Reconvened General Meeting is summarised on page 2 of this document, and set out in detail in the section of the Scheme Document entitled “To Vote on the Acquisition”.

If you have any questions about this document, the Scheme Document, the Reconvened Court Meeting, the Reconvened General Meeting or the Increased and Final Offer, or are in any doubt as to how to complete the Forms of Proxy (or have misplaced your Forms of Proxy), please call Monitise’s registrar, Equiniti, between 8:30 am and 5:30 pm on Monday to Friday, on 0333 207 6513 from within the United Kingdom (excluding public holidays in England and Wales) or on +44 121 415 0992 if calling from outside the United Kingdom. Calls to the Shareholder helpline from outside the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Equiniti cannot provide legal, tax or financial advice or advice on the merits of the Scheme.

Canaccord Genuity is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Canaccord Genuity is acting as financial adviser and broker exclusively for Monitise and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Monitise for providing the protections afforded to clients of Canaccord Genuity, nor for providing advice in relation to the Acquisition or any other matter referred to herein.

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Limited (which conducts its UK investment banking business as J.P. Morgan Cazenove and which is authorised and regulated in the United Kingdom by the Financial Conduct Authority) (“J.P. Morgan”), is acting as financial adviser exclusively for Fiserv and Bidco and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Fiserv and Bidco for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to the Acquisition or any other matter referred to herein.

This document is dated 11 August 2017.

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TO VOTE ON THE ACQUISITION Detailed instructions on the action to be taken are set out on pages 6 and 7 of the Scheme Document and are summarised below.

The Scheme will require approval at a meeting of the Monitise Shareholders convened by order of the Court to be held (following the postponement referred to in the letter from the Chairman of Monitise in Part One of this document) at the offices of White & Case LLP, 5 Old Broad Street, London on 25 August 2017.

If you have already submitted Forms of Proxy for the Court Meeting and/or the General Meeting and do not wish to change your voting instructions you need take no further action as your Forms of Proxy will continue to be valid in respect of the Reconvened Court Meeting and Reconvened General Meeting.

If you are yet to submit either or both of the blue and white Forms of Proxy sent to you with the Scheme Document, it is very important that you complete and return both Forms of Proxy to ensure the outcome of the Reconvened Court Meeting and the Reconvened General Meeting fairly reflects the wishes of the Monitise Shareholders.

If you have submitted Forms of Proxy for the Court Meeting and General Meeting and now wish to change your voting instructions, or if you have misplaced your Forms of Proxy, you should contact Equiniti between 8:30 am and 5:30 pm on Monday to Friday, on 0333 207 6513 from within the United Kingdom (excluding public holidays in England and Wales) or on +44 121 415 0992 if calling from outside the United Kingdom to obtain new Forms of Proxy.

If you are yet to submit either or both Forms of Proxy and whether or not you plan to attend the Reconvened Court Meeting and Reconvened General Meeting, you are strongly encouraged to sign and return your Forms of Proxy as soon as possible and in any event so as to be received by the Company’s registrars, Equiniti, by the following times and dates:

Blue Forms of Proxy for the Reconvened Court Meeting 10.30 a.m. on 23 August 2017

White Forms of Proxy for the Reconvened General Meeting 10.45 a.m. on 23 August 2017

This will enable your votes to be counted at the Reconvened Court Meeting and Reconvened General Meeting in the event of your absence. Alternatively, blue Forms of Proxy for the Reconvened Court Meeting (but NOT white Forms of Proxy for the Reconvened General Meeting) may be handed to the Chairman of the Reconvened Court Meeting or Monitise’s registrar, Equiniti, before the start of the Reconvened Court Meeting on 25 August 2017 and will still be valid.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so using the procedures described in the CREST Manual, which can be viewed at www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) 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 Euroclear’s specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Monitise’s registrar, Equiniti, not later than 10:30 am on 23 August 2017 in the case of the Court Meeting and not later than 10:45 am on 23 August 2017 in the case of the General Meeting (or, in the case of an adjourned meeting, at least 48 hours before the start of the adjourned meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the United Kingdom)). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

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 message. 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 voting service provider(s), to procure that his or her 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. CREST members and, where applicable, their CREST sponsors or voting system

3

providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Monitise may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Regulations.

If you have any questions about this document, the Scheme Document, the Reconvened Court Meeting, the Reconvened General Meeting or the Increased and Final Offer or are in any doubt as to how to complete the Forms of Proxy, please call Monitise’s registrar, Equiniti, between 8:30 am and 5:30 pm on Monday to Friday, on 0333 207 6513 from within the United Kingdom (excluding public holidays in England and Wales) or on +44 121 415 0992 if calling from outside the United Kingdom. Calls to the Shareholder helpline from outside the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Equiniti cannot provide legal, tax or financial advice or advice on the merits of the Scheme.

The completion and return of the Forms of Proxy will not prevent you from attending and voting in person at the Reconvened Court Meeting or the Reconvened General Meeting, or any adjournment thereof, should you wish to do so and are so entitled.

IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY, OR APPOINT A PROXY ELECTRONICALLY USING THE CREST SERVICE, AS SOON AS POSSIBLE.

4

IMPORTANT NOTICE

Overseas Shareholders

Monitise Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The release, publication or distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This document has been prepared for the purposes of complying with the laws of England and Wales, the AIM Rules and the Code 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 Increased and Final Offer relates to shares of a UK company that is a “foreign private issuer” as defined in Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”), and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act apply to the Increased and Final Offer. Accordingly, the Increased and Final Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Bidco were to elect to implement the Increased and Final Offer by means of a takeover offer, such takeover offer would be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Bidco and no one else. In addition to any such takeover offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Monitise outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

None of the securities referred to in this document have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

Monitise’s financial statements, and all financial information that is included in this document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The receipt of cash pursuant to the Increased and Final Offer by a US holder of Monitise Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme will be a taxable transaction for US federal income tax purposes and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each US holder of Monitise Shares is strongly advised to consult an appropriately qualified independent professional tax adviser immediately with respect to the tax consequences of the Scheme.

Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, this document may not be sent in, into or from any Restricted Jurisdiction and no person may vote in favour of the Increased and Final Offer by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state

5

or foreign commerce of, or any facility of a national, state or other securities exchange of, or from or within, a Restricted Jurisdiction, or any other overseas jurisdiction in respect of which such action would not be lawful. Accordingly, unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, copies of this document and any other formal documentation relating to the Increased and Final Offer will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

Statements made in this document

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and despatch of this document shall not give rise to any implication that there has been no change in the facts set forth in this document since such date. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Monitise, the Monitise Group, Bidco or the Fiserv Group, unless otherwise stated.

No statement in this document should be interpreted to mean that earnings or earnings per share for Monitise for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Monitise.

Cautionary note regarding forward-looking statements

This document (including information incorporated by reference in this document), oral statements made regarding the Increased and Final Offer and other information published by Monitise, Bidco and Fiserv in relation to the Increased and Final Offer contain statements that are or may be forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the respective management of Monitise, Bidco and Fiserv about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Actual results may differ materially from those expressed in the forward-looking statements depending on a number of factors, including the satisfaction of the Conditions, future market conditions, the behaviour of other market participants, an adverse change in the economic climate and the extent to which Monitise’s business is successfully integrated within Fiserv, among others. Risks relating to Monitise and Fiserv are included in their respective annual and quarterly reports. Many of these risks and uncertainties relate to factors that are beyond the relevant companies’ abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants and, therefore, undue reliance should not be placed on such statements.

The forward-looking statements contained in this document include statements relating to the expected effects of the Increased and Final Offer on Monitise, Bidco and Fiserv, the expected timing and scope of the Increased and Final Offer and other statements other than historical facts. All statements other than statements of historical facts included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “should”, “could”, “would”, “may”, “anticipates”, “estimates”, “synergy”, “cost-saving”, “projects”, “goal”, “strategy”, “budget”, “forecast” or “might”, or words or terms of similar substance or the negative thereof, are forward-looking statements. 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 and the expansion and growth of Fiserv’s or Monitise’s operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Fiserv’s or Monitise’s business.

All subsequent oral or written forward-looking statements attributable to Monitise, Bidco and Fiserv or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. The forward-looking statements contained in this document are made as of the date hereof and each of Monitise, Bidco and Fiserv assumes no obligation, and does not intend, publicly to update or revise these forward-looking statements, whether as a result of future events, new information or otherwise, except as required pursuant to applicable law.

6

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one 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 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day 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 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 (i) the offeree company and (ii) any securities exchange offeror, 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 pm on the Business Day 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. Dealing Opening Position Disclosures must also be made by the offeree company and by any offeror and 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 Takeover 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this document

This document and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on Fiserv’s website at www.fiserv.com/offer_for_monitise_plc and on Monitise’s website at www.monitise.com promptly but no later than 12:00 noon on the Business Day following the date of publication of this document.

Availability of hard copies

You may request a hard copy of this document and/or any information incorporated into this document by reference to another source by contacting Monitise’s registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or, between 8:30 am and 5:30 pm on Monday to Friday (excluding public holidays in England and Wales), on 0333 207 6513 from within the United Kingdom or on +44 121 415 0992 if calling from outside the UK, with your full name and the full address to which the hard copy may be sent. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

7

Rounding

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for 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.

Dates and times

In this document, all times shown are London times unless otherwise stated. All dates and times in relation to the Scheme timetable are based on Monitise’s and Bidco’s current expectations and are subject to change. If any of the dates and/or times in this document change, the revised date and/or time will be notified to Monitise Shareholders by announcement through a Regulatory Information Service and via Monitise’s website at www.monitise.com.

Capitalised terms used but not defined in this document have the same meanings as set out in the Scheme Document.

The date of posting of this document is 11 August 2017.

8

EXPECTED TIMETABLE OF PRINCIPAL EVENTS The following updated indicative timetable sets out expected dates for the implementation of the Scheme. All references in this document to times are to London time unless otherwise stated.

Event Time and/or date

Latest time for lodging Forms of Proxy for the:

(a) Reconvened Court Meeting (blue form) 10:30 am on 23 August 2017(1)

(b) Reconvened General Meeting (white form) 10:45 am on 23 August 2017(2)

Voting Record Time for the Reconvened Court Meeting 6:30 pm on 23 August 2017(3)

Voting Record Time for the Reconvened General Meeting 6:30 pm on 23 August 2017

Reconvened Court Meeting 10:30 am on 25 August 2017

Reconvened General Meeting 10:45 am on 25 August 2017(4)

The following dates are indicative only and are subject to change(5)

Court Hearing to sanction the Scheme(6) 31 August 2017

Last day of dealings in, and for registrations of transfers of, and disablement in CREST of, Monitise Shares 6:00 pm on 31 August 2017

Scheme Record Time 6:00 pm on 31 August 2017

Dealings in Monitise Shares suspended 7:30 am on 1 September 2017

Effective Date of the Scheme 1 September 2017

Cancellation of admission to trading on AIM of Monitise Shares 7:00 am on 4 September 2017

Latest date for despatch of cheques and crediting of CREST accounts by the end of 15 September 2017 for cash consideration due under the Scheme

Long Stop Date 15 September 2017 (7)

NOTES: 1 It is requested that blue Forms of Proxy for the Reconvened Court Meeting be lodged not later than 48 hours prior to the time appointed for

the Reconvened Court Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK). Blue Forms of Proxy not so lodged may be handed to the Chairman of the Reconvened Court Meeting at the Reconvened Court Meeting before the taking of the poll.

2 White Forms of Proxy for the Reconvened General Meeting must be lodged not later than 48 hours prior to the time appointed for the Reconvened General Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK).

3 If either the Reconvened Court Meeting or the Reconvened General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6:30 pm on the day which is two Business Days’ prior to the date of the adjourned meeting.

4 Or as soon thereafter as the Reconvened Court Meeting shall have concluded or been adjourned. 5 These dates are indicative only and will depend, among other things, on the date upon which (i) Conditions are satisfied or, if capable of

waiver, waived; (ii) the Court sanctions the Scheme; (iii) the Court Order is delivered to the Registrar of Companies. Monitise will give adequate notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service. Further updates or changes to other times or dates indicated below shall, at Monitise’s discretion, be notified in the same way.

6 Monitise will announce the decision of the Court Hearing and confirmation that the Scheme has become effective as soon as practicable thereafter.

7 This is the latest date by which the Scheme may become effective unless Monitise and Bidco agree, with the consent of the Panel and (if required) the Court, a later date.

The Reconvened Court Meeting and the Reconvened General Meeting will both be held at the office of White & Case LLP, 5 Old Broad Street London on 25 August 2017.

9

TABLE OF CONTENTS

Page

Part One Letter from the Chairman on behalf of the Monitise Directors ............................................................. 10

Part Two Additional Information ......................................................................................................................... 18

Part Three Definitions ........................................................................................................................................... 25

Part Four Announcement made on 7 August 2017 of Increased and Final Offer ................................................ 26

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PART ONE

LETTER FROM THE CHAIRMAN ON BEHALF OF THE MONITISE DIRECTORS

MONITISE PLC (company number 06011822)

Medius House

2 Sheraton Street London England

W1F 8BH

Peter Ayliffe (Chairman, Non-Executive Director) Lee Cameron (Chief Executive Officer, Executive Director) Gavin James (Chief Operating Officer, Executive Director) Amanda Burton (Senior Independent Non-Executive Director) Tim Wade (Independent Non-Executive Director) 11 August 2017

To the holders of Monitise Shares and, for information only, to persons with information rights and to holders of options in respect of Monitise Shares

Dear Monitise Shareholder

INCREASED AND FINAL RECOMMENDED CASH ACQUISITION OF MONITISE PLC BY FISERV UK LIMITED, AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF FISERV,

INC.

1. INTRODUCTION

On 13 June 2017, the boards of Monitise plc (“Monitise”) and Fiserv, Inc. (“Fiserv”) announced that they had reached agreement on the terms of a recommended cash offer through which Fiserv UK Limited (“Bidco”), an indirect wholly-owned subsidiary of Fiserv, would acquire the entire issued and to be issued share capital of Monitise at a price of 2.9 pence in cash for each Monitise Share.

On 3 July 2017, the Company sent to Monitise Shareholders a Scheme Document setting out, among other things, details of the Original Proposed Acquisition, the full terms and conditions of the Scheme and an Explanatory Statement, together with the action to be taken by Monitise Shareholders. The Scheme Document also contained notices convening the Court Meeting and General Meeting, both of which were scheduled to be held at the offices of White & Case LLP, 5 Old Broad Street, London on 26 July 2017. These meetings were postponed as described further in paragraph 7 below.

On 7 August 2017, further to feedback from certain Monitise Shareholders, the boards of Monitise and Fiserv announced that they had reached agreement on the terms of an increased and final recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of Monitise at a price of 3.1 pence in cash for each Monitise Share, valuing the entire issued and to be issued share capital of Monitise at approximately £75 million.

Set out in Part Four of this document is the announcement of the Increased and Final Offer made on 7 August 2017.

The financial terms of the Increased and Final Offer are final and will not be increased, except that Bidco reserves the right to increase the amount of the offered price if there is an announcement on or after the date of this document of an offer or possible offer for Monitise by a third party offeror or potential offeror.

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The Increased and Final Offer is to be implemented by way of an amendment to the original Scheme, the terms and conditions of which were set out in the Scheme Document, as supplemented by this document. This document should be read in conjunction with the Scheme Document. Copies of the Scheme Document and this document are available free of charge by contacting Monitise’s registrar, Equiniti, between 8:30 am and 5:30 pm on Monday to Friday, on 0333 207 6513 from within the United Kingdom (excluding public holidays in England and Wales) or on +44 121 415 0992 if calling from outside the United Kingdom. The Scheme Document can also be accessed via Monitise’s website at www.monitise.com and on Fiserv’s website at www.fiserv.com/offer_for_monitise_plc.

This document, inter alia, sets out the details of the Increased and Final Offer, gives notice of the new times and dates to the Company’s shareholders of the Reconvened Court Meeting and the Reconvened General Meeting, explains the background to the unanimous recommendation by the Monitise Directors of the Increased and Final Offer and seeks your support for the resolutions to be proposed at the Reconvened Court Meeting and the Reconvened General Meeting to be held on 25 August 2017.

2. SUMMARY OF THE TERMS OF THE ACQUISITION

Under the terms of the Increased and Final Offer, which will be subject to the Conditions and other terms set out in the Scheme Document (as amended as described in paragraph 11 of this Part One of this document), Monitise Shareholders will be entitled to receive:

for each Scheme Share 3.1 pence in cash

The Increased and Final Offer values the entire issued and to be issued ordinary share capital of Monitise at approximately £75 million on a fully diluted basis.

The Increased and Final Offer represents a premium of approximately:

• 34.8 per cent. to the Closing Price per Monitise Share of 2.30 pence on 12 June 2017 (being the Business Day prior to the commencement of the Offer Period);

• 32.8 per cent. to the average Closing Price per Monitise Share of 2.34 pence in the three month period to 12 June 2017 (being the Business Day prior to the commencement of the Offer Period); and

• 59.6 per cent. on a cash adjusted basis as at 12 June 2017 (being the Business Day prior to the commencement of the Offer Period), adjusted for reported 30 June 2017 cash balances of £22.2 million.

The financial terms of the Increased and Final Offer are final and will not be increased, except that Bidco reserves the right to increase the amount of the offered price if there is an announcement on or after the date of this document of an offer or possible offer for Monitise by a third party offeror or potential offeror.

3. REASONS FOR THE RECOMMENDATION OF THE INCREASED AND FINAL OFFER

In the Scheme Document, the Monitise Directors confirmed that, having been so advised by Canaccord Genuity, they considered the terms of the Original Proposed Acquisition to be fair and reasonable and in the best interest of the Monitise Shareholders as a whole. The Increased and Final Offer is on the same terms and conditions as the Original Proposed Acquisition but represents an increase in the acquisition price per Monitise Share from 2.9 pence to 3.1 pence.

The Monitise Directors, who have been so advised by Canaccord Genuity as to the terms of the Increased and Final Offer, consider the terms of the Increased and Final Offer to be fair and reasonable. Consequently, the Monitise Directors unanimously recommend the Increased and Final Offer. The Monitise Directors reiterate their belief that the strategic alternatives to a takeover of the Group are accompanied by significant execution risk and are unlikely to yield superior value to the Acquisition.

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Monitise is a specialist in financial services technology focused on accelerating the digital transformation of banks and financial institutions. Monitise’s portfolio of platforms, products and services are designed to help financial institutions around the world design, build and run services delivered to customers through digital channels.

Whilst the Group structure has been streamlined and the operations stabilised, as announced in the trading update released on 27 July 2017, Monitise continued to experience declining revenues in the financial year ended 30 June 2017. On a divisional basis, with the exception of Content, all business units experienced a year-on-year decline in revenue in the financial year to 30 June 2017. Monitise Content revenues grew 30 per cent. for the year to 30 June 2017 to £13.0 million (FY 2016: £9.9 million).

The Monitise Board has formally considered on several occasions divestment of businesses as well as the previously announced consideration of the sale of the Group in January 2015. Since initiating discussions with Fiserv, the Board of Monitise has not received any other proposals regarding an acquisition of the Group.

The simplification and stabilisation of the Group has provided Monitise with the ability to assess its medium to long-term options, whilst maintaining a focus on marketing FINkit® as the route to future growth. Monitise remains engaged with existing and prospective clients and continues to pursue FINkit® agreements. However, despite launching FINkit® to the market in late 2015, Monitise has yet to sign its first FINkit® contract. As previously stated, the challenges that the Company has experienced in seeking its first FINkit® contract include: (i) the long and complex sales cycle when engaging with large financial institutions, (ii) customers’ perception of Monitise’s size and financial wherewithal compared to its customers and peers, (iii) the Company’s ability to continue to invest in and support FINkit® given its current cash balance and usage, (iv) its position and history as a pioneer, compared to new and emerging FinTech competitors, and (v) the overall increased competition as the market in digital financial services evolves.

In a desire to accelerate the deployment of FINkit®, Monitise has explored other avenues to market, including exploring possible licensing and distribution agreements with larger international financial services technology companies. In this regard, Monitise and Fiserv commenced discussions during which, as they evolved, it became clear that an acquisition of Monitise by Fiserv could provide Monitise Shareholders with an immediate premium for their shares in cash over the closing price on 12 June 2017, whilst also providing Monitise stakeholders, including employees and customers, with a highly attractive platform upon which to accelerate the continued delivery of compelling, customer-centric propositions.

The Monitise Board strongly believes that the integration of Monitise within Fiserv can accelerate the growth of the business, specifically FINkit®, through greater scale, investment, improved routes to market, further ability to leverage existing partnerships, sales teams and the combination of complementary product portfolios. The Monitise Board is aware of the benefits such investment and scale would bring and the importance of these benefits to the future success of the Group and to Monitise’s customers and employees.

Were a transaction for the Group not to take place and in the absence of any material FINkit® signings in the near term, the Board of Monitise will need to consider raising further capital, the divestment of businesses, and the overall strategy of the Group. Given the challenges the Company has experienced in seeking its first FINkit® contract, the Board believes that the strategic alternatives to a takeover of the Group are accompanied by significant execution risk and are unlikely to yield superior value to the Increased and Final Offer.

Taking into account the considerations above, the Monitise Directors consider that the Increased and Final Offer provides Monitise Shareholders with certainty of value at a level in excess of the risk adjusted prospects of the Monitise Group on a standalone basis. The Increased and Final Offer represents a significant premium, in cash, of approximately 34.8 per cent. to the Closing Price of Monitise shares on 12 June 2017 and approximately 32.8 per cent. to the three-month volume weighted average Closing Price to 12 June 2017. Adjusting for the reported cash balance held by Monitise as at 30 June 2017, on a cash adjusted basis the Increased and Final Offer represents a 59.6 per cent. premium to the cash adjusted Monitise Closing Price on 12 June 2017.

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Accordingly, the Monitise Directors unanimously recommend that Monitise Shareholders vote in favour of the resolutions relating to the Increased and Final Offer at the Reconvened Court Meeting and the Reconvened General Meeting (or, in the event that the Increased and Final Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer).

4. MONITISE CURRENT TRADING

On 27 July 2017, Monitise announced an unaudited trading update for its financial year ended 30 June 2017, stating that revenue for the year declined to £50.9 million (FY 2016: £67.6 million). In addition, on a divisional basis, all business units (excluding Content) experienced revenue declines and there were no FINkit® contracts signed in the period. Monitise Content revenues grew 30 per cent. for the year to 30 June 2017 to £13.0 million (FY 2016: £9.9 million). In the absence of material FINkit® revenues, Monitise expects revenue for the year ending 30 June 2018 to be lower than the year ended 30 June 2017 with a consequent effect on operating results. Whilst the business continues to focus on cost management, the cost reduction activity has not mitigated either the anticipated revenue decline or the absence of any FINkit® contracts. As previously stated, gross cash at 30 June 2017 was £22.2 million.

5. FISERV COMMENT ON THE INCREASED AND FINAL OFFER

As set out above, the Increased and Final Offer represents a substantial premium to the undisturbed share price of Monitise and Fiserv firmly believes that the Increased and Final Offer constitutes full and fair value for Monitise given the negative financial outlook for the Group and the structural challenges that the Group faces. In particular, and further to feedback received from certain Monitise Shareholders, the board of Fiserv would like to make the following points clear with regard to the Increased and Final Offer:

• Monitise outlined in their trading update released on 27 July 2017 that revenue for the Group continues to decline and outstrip cost-cutting initiatives, and that in the absence of material FINkit® revenues, Monitise expects revenue for the year ending 30 June 2018 to be lower than the year ended 30 June 2017 with a consequent effect on operating results. Furthermore, on a divisional basis, all business units (excluding Content) experienced revenue declines for the financial year ended 30 June 2017 as compared to the prior year period and there were no FINkit® contracts signed in the period;

• As a result of the challenges facing Monitise and continued investment in the business, Monitise’s cash balance continued to decline during the period to 30 June 2017. The Monitise board have stated that, with further investment still required in the business, were the Acquisition not to take place, the board will need to consider raising further capital, the divestment of businesses, and the overall strategy of the Group;

• Whilst Monitise’s UK business has a significant amount of existing tax losses potentially available to mitigate future UK corporation tax, there are substantial uncertainties around when, how and whether they may be used. Use of the tax losses would require the generation of future taxable income profits in the UK from the same business currently carried on by Monitise, and recently announced changes in the law will likely curtail the manner in which existing and future carried forward losses can be used. Generally, once these changes in the law are enacted, if UK group profits are more than £5 million in any year, losses can only be used against 50 per cent. of any UK taxable profits above £5 million. Accordingly, the current operating performance of Monitise and the uncertainties as to whether, when and how much taxable profit may be relieved by Monitise tax losses significantly restricts the value attributable to such losses; and

• Monitise has now been in a public offer period since 13 June 2017 without a third party offeror or potential offeror emerging.

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6. IRREVOCABLE UNDERTAKINGS

Monitise and Bidco have received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the resolutions necessary to implement the Scheme to be proposed at the General Meeting (or, in the event the Acquisition is implemented by way of a Takeover Offer, accept or procure acceptance of that offer, subject to the conditions set out in paragraph 4 of Part Two of this document) from the Monitise Directors and Fatih Isbecer.

In addition, Fiserv and Monitise have received letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the resolution necessary to implement the Scheme to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, accept or procure acceptance of that offer, subject to the conditions set out in paragraph 4 of Part Two of this document) from Visa, Inc. and Banco Santander SA.

Therefore, in aggregate, Bidco has now received irrevocable undertakings and letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the resolution necessary to implement the Scheme to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, accept or procure acceptance of that offer, subject to the conditions set out in paragraph 4 of Part Two of this document) in respect of 229,577,466 Monitise Shares, representing approximately 9.90 per cent. of the existing issued share capital of Monitise.

Further details of such irrevocable undertakings and letters of intent are set out in paragraph 4 of Part Two of this document.

7. SUMMARY OF EVENTS SINCE POSTING OF THE SCHEME DOCUMENT

On 24 July 2017, Monitise announced that both the Court Meeting and the General Meeting had been duly postponed to a date to be fixed. The Company confirmed that it would notify Monitise Shareholders of the date, time and place of the reconvened Meetings in due course.

On 27 July 2017, Monitise announced its trading update for its financial year ended 30 June 2017.

On 2 August 2017, Fiserv announced its second quarter results for the six months ended 30 June 2017.

On 7 August 2017, Fiserv and Monitise announced the Increased and Final Offer (as set out in Part Four of this document).

The Company’s trading update announcement for the year ended 30 June 2017 is incorporated by reference into this document pursuant to Rule 24.15 of the Code and is available in ‘‘read only’’ format for printing, reviewing and downloading free of charge on Monitise’s website at www.monitise.com and on Fiserv’s website at www.fiserv.com/offer_for_monitise_plc. The following is a direct hyperlink to that announcement: https://monitisecontent.com/group/Trading%20Update%20July%202017.pdf.

Fiserv’s second quarter results for the six months ended 30 June 2017 is incorporated by reference into this document pursuant to Rule 24.15 of the Code and is available in ‘‘read only’’ format for printing, reviewing and downloading free of charge on Monitise’s website at www.monitise.com and on Fiserv’s website at www.fiserv.com/offer_for_monitise_plc. The following is a direct hyperlink to that announcement: http://investors.fiserv.com/secfiling.cfm?filingID=798354-17-19&CIK=798354.

Recipients of this document may request a hard copy of Monitise’s trading update announcement by contacting Equiniti, between 8:30 am and 5:30 pm on Monday to Friday, on 0333 207 6513 from within the United Kingdom (excluding public holidays in England and Wales) or on +44 121 415 0992 if calling from outside the United Kingdom. Hard copies of the above-referenced trading update announcement will not be sent to recipients of this document unless specifically requested.

Recipients of this document may request a hard copy of Fiserv’s second quarter results by contacting J.P. Morgan at 25 Bank Street, London, E14 5JP or, between 8:30 am and 5:30 pm on Monday to Friday (excluding public holidays in England and Wales), on 0207 742 4000 from within the United Kingdom or on +44 207 742 4000 if calling from outside the United Kingdom, with your full name and the full address to which the hard copy may be sent. Please note that calls may be monitored or recorded and J.P. Morgan cannot provide legal, tax or financial advice or advice on the merits of the Scheme. Hard copies

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of the above-referenced second quarter results will not be sent to recipients of this document unless specifically requested.

8. RECONVENING THE POSTPONED COURT MEETING AND THE POSTPONED GENERAL MEETING

Following the postponement of the Court Meeting and General Meeting on 24 July 2017, the Monitise Directors have determined to reconvene the Court Meeting and the General Meeting as follows:

• the Court Meeting, with the consent of the Court, has been reconvened for 10.30 a.m. on 25 August 2017, to be held at the offices of White & Case LLP, 5 Old Broad Street, London (the “Reconvened Court Meeting”); and

• the General Meeting has been reconvened for 10.45 a.m. on 25 August 2017 (or as soon thereafter as the Reconvened Court Meeting shall have been concluded or further adjourned), to be held at the offices of White & Case LLP, 5 Old Broad Street, London (the “Reconvened General Meeting”).

Notices for the Court Meeting and General Meeting were set out in Part Nine and Part Ten respectively of the Scheme Document. No business may be transacted at the Reconvened Court Meeting or the Reconvened General Meeting other than the business which might properly have been transacted at the Court Meeting and General Meeting had such postponement not taken place.

All Scheme Shareholders whose names appear on the register of members of Monitise at the Voting Record Time will be entitled to attend and vote at the Reconvened Court Meeting and the Reconvened General Meeting, in respect of the number of Monitise Shares respectively registered in their names at the Voting Record Time. Should the Reconvened Court Meeting or the Reconvened General Meeting be further postponed or adjourned, all holders of Monitise Shares respectively on the register of members 48 hours before the date and time set for the further postponed or adjourned Court Meeting and/or further postponed or adjourned General Meeting will remain entitled to attend and vote at that meeting.

If you have already submitted Forms of Proxy for either the Court Meeting and/or the General Meeting and do not wish to change your voting instructions on the resolutions proposed, you need take no further action as your original Forms of Proxy will continue to be valid in respect of the Reconvened Court Meeting and/or the Reconvened General Meeting. If you have voted and now wish, or may later wish, to change your voting instructions on the resolutions proposed, you should call Monitise’s registrar, Equiniti, between 8:30 am and 5:30 pm on Monday to Friday, on 0333 207 6513 from within the United Kingdom (excluding public holidays in England and Wales) or on +44 121 415 0992 if calling from outside the United Kingdom to obtain new Forms of Proxy.

9. FINANCING THE INCREASED AND FINAL OFFER

The consideration payable under the Increased and Final Offer will be funded through debt funding from bank facilities provided to the Fiserv Group. Details of the Credit Agreement are set out in the Scheme Document.

J.P. Morgan, financial adviser to Fiserv and Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Monitise Shareholders in connection with the Acquisition.

10. FRACTIONAL ENTITLEMENTS

In the event that the Scheme becomes Effective, the Increased and Final Offer price of 3.1 pence per Monitise Share may, absent the application of rounding, result in a Monitise Shareholder becoming entitled to an aggregate consideration which includes a fractional entitlement of less than one “whole” pence. In the event of fractional entitlements where the consideration payable does not equate to a “whole” pence, the aggregate consideration payable to a Monitise Shareholder under the Scheme will be rounded down to the nearest “whole” pence.

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11. EFFECT OF INCREASED AND FINAL OFFER ON THE MONITISE SHARE PLANS

There has been no change from the details set out in paragraph 10 of Part One of the Scheme Document other than the revision of the Acquisition Price from 2.9 pence per Monitise Share to 3.1 pence per Monitise Share.

12. ACTION TO BE TAKEN

Please refer to pages 2 and 3 of this document for advice as to the action to be taken by you in respect of the Increased and Final Offer.

If you have any questions about this document, the Scheme Document, the Reconvened Court Meeting, the Reconvened General Meeting or the Increased and Final Offer or are in any doubt as to how to complete the Forms of Proxy, please call Monitise’s registrar, Equiniti, between 8:30 am and 5:30 pm on Monday to Friday, on 0333 207 6513 from within the United Kingdom (excluding public holidays in England and Wales) or on +44 121 415 0992 if calling from outside the United Kingdom. Calls to the Shareholder helpline from outside the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Equiniti cannot provide legal, tax or financial advice or advice on the merits of the Scheme.

13. RECOMMENDATION

The Monitise Directors, who have been so advised by Canaccord Genuity as to the terms of the Increased and Final Offer, consider the terms of the Increased and Final Offer to be fair and reasonable. In providing advice to the Monitise Directors, Canaccord Genuity has taken into account the commercial assessment of the Monitise Directors. Canaccord Genuity is providing independent financial advice to the Monitise Directors for the purposes of Rule 3 of the Code. Canaccord Genuity is also corporate broker to Monitise.

The Board of Monitise has unanimously recommended the transaction as it provides shareholders with a certainty of value for their shares, in cash, at an immediate premium over the closing price on 12 June 2017. With further investment still required in the business, were this transaction not to take place, the Board will need to consider raising further capital, the divestment of businesses, and the overall strategy of the Group. Given the challenges the Company has experienced in seeking its first FINkit® contract, the Board believes that the strategic alternatives to a takeover are accompanied by significant execution risk and are unlikely to yield superior value to the Acquisition. Since discussions with Fiserv commenced, the Board of Monitise has not received any other proposals regarding an acquisition of the Group.

Accordingly, the Monitise Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Reconvened Court Meeting and at the Reconvened General Meeting.

14. ACTION TO BE TAKEN

The Monitise Directors recommend unanimously that Monitise Shareholders vote in favour of the Increased and Final Offer either in person at the Reconvened Court Meeting and the Reconvened General Meeting on 25 August 2017 or by lodging Forms of Proxy with the Company’s registrar by the relevant deadlines on 23 August 2017. Forms of Proxy in respect of the Reconvened Court Meeting (but not the Reconvened General Meeting) may also be handed to the Company’s registrars on behalf of the Chairman of the Reconvened Court Meeting before the start of the Reconvened Court Meeting.

Monitise Shareholders who have already submitted Forms of Proxy for either the Court Meeting and/or the General Meeting and who do not wish to change their voting instructions on the resolutions proposed need take no further action as their original Forms of Proxy will continue to be valid in respect of the Reconvened Court Meeting and/or the Reconvened General Meeting.

Monitise Shareholders who have voted and now wish to change their voting instructions on the resolutions proposed should call Equiniti, between 8:30 am and 5:30 pm on Monday to Friday, on

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0333 207 6513 from within the United Kingdom (excluding public holidays in England and Wales) or on +44 121 415 0992 if calling from outside the United Kingdom to obtain new Forms of Proxy.

Further details of the action you should take are set out on pages 2 and 3 of this document.

Yours faithfully,

Peter Ayliffe Chairman Monitise

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PART TWO

ADDITIONAL INFORMATION

1. RESPONSIBILITY

1.1 Monitise

The Monitise Directors, whose names are set out in paragraph 2.1 of Part Seven of the Scheme Document, accept responsibility for the information contained in this document other than the information for which responsibility is taken by the Fiserv Directors pursuant to paragraph 1.2 below. To the best of the knowledge and belief of the Monitise Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.2 Bidco and Fiserv

The Bidco Directors and the Fiserv Directors whose names are set out in paragraphs 2.2 and 2.3 of Part Seven of the Scheme Document, accept responsibility for the information contained in this document relating to Bidco and each member of the Wider Fiserv Group and their respective immediate families and the related trusts of and persons connected with the Wider Fiserv Group, and persons acting, or deemed to be acting, in concert (as such term is defined in the Code) with the Wider Fiserv Group. To the best of the knowledge and belief of the Bidco Directors and the Fiserv Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. MARKET QUOTATIONS

The following table shows the Closing Prices for Monitise Shares for the first dealing day of each month from January 2017 to June 2017 (inclusive), for 12 June 2017 (being the last Business Day prior to the Announcement Date), for 30 June 2017 (being the last Business Day prior to the publication of the Scheme Document), for the first dealing day of July and August 2017 and for 10 August 2017 (being the latest practicable date prior to the publication of this document):

Date Monitise Share price (p)

3 January 2017 2.80

1 February 2017 2.87

1 March 2017 2.48

3 April 2017 2.29

2 May 2017 2.29

1 June 2017 2.21

12 June 2017 2.30

30 June 2017 2.84

3 July 2017 2.86

1 August 2017 2.83

10 August 2017 3.00

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3. CASH CONFIRMATION

3.1 The consideration payable under the Increased and Final Offer will be funded through debt funding from bank facilities provided to the Fiserv Group. Details of the Credit Agreement are set out in the Scheme Document.

3.2 J.P. Morgan, financial adviser to Fiserv and Bidco, is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Monitise Shareholders in connection with the Acquisition.

4. IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

4.1 Monitise and Bidco have received irrevocable undertakings from the following Monitise Shareholders to vote in favour of the Scheme at the Court Meeting and the resolution necessary to implement the Scheme at the General Meeting:

Name Number of Monitise Shares % of Monitise Shares in issue

Fatih Isbecer 61,850,028 2.67%

Lee Cameron 1,588,880 0.07%

Gavin James 863,292 0.04%

Peter Ayliffe 520,270 0.02%

Amanda Burton 261,884 0.01%

Tim Wade* 350,000 0.02%

Total 65,434,354 2.82%

* Shares held by Tim Wade’s wife

4.2 The irrevocable undertaking from Lee Cameron will extend to any shares issued to him pursuant to share option entitlements that he holds, currently comprising options to subscribe for up to 10,750,000 Monitise Shares of which 9,750,000 options have an Exercise Price lower than the Increased and Final Offer Price.

4.3 In addition, the following Monitise Shareholders have given letters of intent to vote in favour of the Acquisition:

Name Number of Monitise Shares % of Monitise Shares in issue

Banco Santander SA 108,196,721 4.67%

Visa, Inc. 55,946,391 2.41%

Total 164,143,112 7.08%

Total Monitise Shares subject to irrevocable undertakings and letters of intent

229,577,466 9.90%

4.4 Therefore, in aggregate, Bidco has now received undertakings and letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the resolution necessary to implement the Scheme to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, accept or procure acceptance of that offer, subject to the conditions below) in respect of 229,577,466 Monitise Shares representing approximately 9.90 per cent. of the existing issued share capital of Monitise on 10 August 2017 (being the last Business Day prior to the publication of this document).

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4.5 The irrevocable undertakings will only cease to be binding if:

(a) the Scheme or a Takeover Offer announced in implementation of the Acquisition has not become Effective or been declared unconditional in all respects in accordance with the requirements of the Code (as the case may be) prior to the Long Stop Date;

(b) the Scheme or a Takeover Offer (as the case may be) has lapsed or been withdrawn in accordance with its terms (for the avoidance of doubt, this shall not apply where the Scheme lapses or is withdrawn solely as a result of Fiserv exercising its right to implement the Acquisition by way of a Takeover Offer rather than a Scheme) and no new, revised or replacement Scheme or Takeover Offer has been announced by Bidco or its affiliates in accordance with Rule 2.7 of the Code at the same time; or

(c) any competing offer is made which becomes or is declared wholly unconditional or otherwise becomes effective.

4.6 The letters of intent are not legally binding.

5. UPDATED OFFER-RELATED FEES AND EXPENSES

5.1 Fiserv fees and expenses

The aggregate fees and expenses to be incurred by Fiserv in connection with the Acquisition (excluding any applicable VAT) are expected to be:

Category Amount (excluding applicable VAT)

Financing fees(1) £103,000

Financial and corporate broking advice US$1,000,000

Legal advice(2) £750,000

Accounting advice(2) £60,000

Other costs and expenses £125,000

Total £1,810,500(3)

(1) Includes surety bond issue, and other fees and related expenses.

(2) These services are charged by hours and daily rates. Amounts included here reflect the time incurred up to 10 August 2017, being the latest practicable date prior to the publication of this document, and an estimate of further time required. (3) This aggregate figure assumes a conversion rate of 1 USD = 0.7725 GBP.

5.2 Monitise fees and expenses

The aggregate fees and expenses to be incurred by Monitise in connection with the Acquisition (excluding any applicable VAT) are expected to be:

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Category Amount (excluding applicable VAT)

Financial and corporate broking advice £1,120,000

Legal advice(1) £830,000

Other professional fees £135,000

Other costs and expenses £65,000

Total £2,150,000

(1) These services are charged by hours and daily rates. Amounts included here reflect the time incurred up to 10 August 2017, being the latest practicable date prior to the publication of this document, and an estimate of further time required.

6. NO MATERIAL CHANGES

6.1 For the purposes of Rule 27.2 of the Code, Bidco is required to provide details of any material changes to the matters set out in Rule 27.2(b) of the Code which have occurred since publication of the Scheme Document on 3 July 2017. For these purposes, Bidco confirms that there have been no material changes to:

(a) its intentions with regards to the business, employees and pension scheme(s) of the Company as detailed in Rule 24.2 of the Code;

(b) its or its subsidiaries’ material contracts as detailed in Rule 24.3(a)(vii) of the Code;

(c) ratings or outlooks publicly accorded to Bidco (of which there continue to be none) prior to the commencement of the offer period as detailed in Rule 24.3(c) of the Code;

(d) rating or outlooks accorded to Fiserv;

(e) the terms of the Acquisition (other than the increase in the acquisition price per Monitise Share from 2.9 pence to 3.1 pence);

(f) the period following the effective date of the Scheme within which consideration will be sent to the Scheme Shareholders as detailed in Rule 24.3(d)(v) and paragraph 10 of Appendix 7 of the Code;

(g) any agreements or arrangements to which Bidco is a party which relate to the circumstances in which Bidco may or may not invoke or seek to invoke a condition of the Acquisition as detailed in Rule 24.3(d)(ix) of the Code;

(h) save as set out in paragraph 6 of Part One above and paragraph 4 of this Part Two above, any irrevocable commitments and letters of intent which Bidco or any person acting in concert with Bidco has procured in relation to relevant securities of the Company as detailed in Rule 24.3(d)(x) of the Code;

(i) any post-offer undertakings made by Bidco as detailed in Rule 24.3(d)(xv) of the Code (of which there were none provided for in the Scheme Document);

(j) any offer-related arrangements or other agreements, arrangements or commitments permitted under, or excluded from, Rule 21.2 of the Code (including any inducement fees) as detailed in Rule 24.3(d)(xvi) of the Code (of which there were none provided for in the Scheme Document);

(k) any profit forecasts and quantified financial benefits statements as detailed in Rule 24.3(d)(xviii) of the Code (of which there were none provided for in the Scheme Document);

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(l) its financing arrangements and sources of finance in respect of the Increased and Final Offer as detailed in Rule 24.3(f) of the Code;

(m) any interests and dealings in relevant securities by, amongst others, the directors of Bidco and persons acting in concert with Bidco, as detailed in Rule 24.4 of the Code, as at 9 August 2017 (being the latest practicable date prior to the publication of this document);

(n) the effect of the Increased and Final Offer on the emoluments of its directors as detailed in Rule 24.5 of the Code;

(o) any incentivisation arrangements with members of Monitse management who are interested in shares of Monitise or any agreements, arrangements or understandings between Bidco and any person acting in concert with it and any of the directors, recent directors, shareholders or recent shareholders of Monitise, or any person interested or recently interested in shares of Monitise, which has any dependence upon the offer as detailed in Rule 16.2 or Rule 24.6 of the Code (of which there were none provided for in the Scheme Document);

(p) the ultimate owner of any securities in Monitise to be acquired pursuant to the terms of the Scheme as detailed in Rule 24.9 of the Code;

(q) any indemnities, dealing arrangements, option arrangements or other arrangements which may be an inducement to deal or to refrain from dealing as detailed in Note 11 on the definition of acting in concert and Rule 24.13 of the Code; and

(r) save as set out in paragraph 5 above of this Part Two, any fees and expenses expected to be incurred by Bidco in connection with the Acquisition as detailed in Rule 24.16 of the Code.

6.2 In addition, for the purposes of Rule 27.2 of the Code, Monitise is required to provide details of any material changes to the matters set out in Rule 27.2(c) of the Code which have occurred since publication of the Scheme Document on 3 July 2017. For these purposes, Monitise confirms that there have been no material changes to:

(a) its opinion on the Acquisition, the effects of implementation of the Acquisition on Monitise’s interests and Bidco’s strategic plans for Monitise together with the likely repercussions on employment and the locations of Monitise’s places of business, as detailed in Rule 25.2(a) of the Code;

(b) the substance of the advice of Canaccord Genuity (as independent financial adviser to the Company) given to the board of Monitise and as detailed in Rule 25.2(b) of the Code;

(c) save as set out in the Monitise trading update announcement for the year ended 30 June 2017 (see paragraph 5 of Part One of this document), its financial or trading position since the publication of the Company’s unaudited interim results for the six months ended 31 December 2016, as detailed in Rule 25.3 of the Code;

(d) any interests and dealings in its relevant securities by, amongst others, directors of the Company and any persons acting in concert with the Company, as detailed in Rule 25.4 of the Code;

(e) the service contracts of the Company’s directors or proposed directors with the Company or any of its subsidiaries as detailed in Rule 25.5 of the Code;

(f) any indemnities, dealing arrangements, option arrangements or other arrangements which may be an inducement to deal or to refrain from dealing as detailed in Note 11 on the definition of acting in concert and Rule 25.6 of the Code;

(g) its and its subsidiaries material contracts as detailed in Rule 25.7(a) of the Code;

(h) save as set out in paragraph 6 of Part One above and paragraph 4 of this Part Two above, any irrevocable commitments and letters of intent which Monitise or any person acting in

23

concert with Monitise has procured in relation to relevant securities of Monitise as detailed in Rule 25.7(b) of the Code;

(i) any post-offer undertakings and post-offer intention statements made by Monitise as detailed in Rule 25.7(c) of the Code (of which there were none provided for in the Scheme Document);

(j) any profit forecasts and quantified financial benefits statements as detailed in Rule 25.7(e) of the Code (of which there were none provided for in the Scheme Document); and

(k) save as set out in paragraph 5 above of this Part Two, any fees and expenses expected to be incurred by Monitise in connection with the Acquisition as detailed in Rule 25.8 of the Code.

7. CONSENTS

7.1 Canaccord Genuity has given and has not withdrawn its written consent to the issue of this document and the inclusion herein of references to its name in the form and context in which they are included.

7.2 J.P. Morgan has given and has not withdrawn its written consent to the issue of this document and the inclusion herein of references to its name in the form and context in which they are included.

8. DOCUMENTS PUBLISHED ON A WEBSITE

8.1 Copies of the following documents will be available for viewing on Monitise’s website at www.monitise.com and on Fiserv’s website at https://www.fiserv.com/offer_for_monitise_plc and will also available for inspection at the offices of Monitise during usual business hours on Monday to Friday of each week (United Kingdom bank and public holidays excepted), in each case up to and including the Effective Date or the date upon which the Scheme lapses or is withdrawn, whichever is earlier:

(a) the Original Announcement;

(b) the Scheme Document and the Forms of Proxy;

(c) the announcement set out in Part Four of this document;

(d) this document;

(e) the existing articles of association of each of Monitise and Bidco;

(f) a draft of the articles of association of Monitise as proposed to be amended at the General Meeting;

(g) the audited consolidated accounts of Monitise for the financial years ended 30 June 2016 and 30 June 2015, the unaudited interim financial statement of Monitise for 31 December 2016 and Monitise’s trading update announcement relating to the period ended 30 June 2017;

(h) the audited annual report of Fiserv for the financial years ended 31 December 2016 and 31 December 2015, the unaudited first quarter 2017 results and the unaudited second quarter 2017 results;

(i) the Confidentiality Agreement;

(j) the irrevocable undertakings and letters of intent referred to in paragraph 6 of Part One above and paragraph 4 of Part Two of this document and associated announcements (which includes the irrevocable undertakings referred to in paragraph 9 of Part Seven of the Scheme Document);

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(k) the written consents referred to in paragraph 7 of Part Seven of the Scheme Document and paragraph 7 of Part Two of this document;

(l) the Credit Agreement;

(m) the Rule 15 option holder letters referred to in paragraph 10 of Part One of the Scheme Document;

(n) the Postponement Announcement; and

(o) the Rule 2.11 circular to Monitise Shareholders.

9. SOURCES OF INFORMATION AND BASES OF CALCULATION

9.1 Unless otherwise stated, financial information relating to Monitise has been extracted from the audited consolidated financial statements of Monitise for the financial year ended 30 June 2016, Monitise’s unaudited half-year report for the six months ended 31 December 2016 or Monitise’s trading update announcement for the year ended 30 June 2017, dated 27 July 2017 and in addition, business unit information from Monitise’s management accounts for the year ended 30 June 2017.

9.2 Unless otherwise stated, financial information relating to Fiserv has been extracted from the audited consolidated financial statements of Fiserv for the financial year ended 31 December 2016 or Fiserv’s unaudited second quarter results for the six months ended 30 June 2017.

9.3 The value of the Increased and Final Offer is based upon the following:

(i) 2,317,865,290 Monitise Shares in issue on 10 August 2017 (being the last practicable date prior to the publication of this document);

(ii) up to 1,276,650 Monitise Shares which will be newly issued to satisfy options that are exercisable under the Monitise Share Schemes on 10 August 2017 (being the last practicable date prior to the publication of this document) and have an Exercise Price lower than the Increased and Final Offer Price;

(iii) up to 88,856,282 Monitise Shares which will be newly issued to satisfy options that will become exercisable in connection with the Increased and Final Offer and have an Exercise Price lower than the Increased and Final Offer Price; and

(iv) all other options or awards outstanding under the Monitise Share Schemes will lapse because the relevant performance conditions have not been met and/or the Exercise Price is greater than the Increased and Final Offer.

9.4 The market prices of the Monitise Shares are derived from data provided by the Daily Official List and represent Closing Prices of the relevant date(s).

9.5 Volume weighted average closing prices are derived from data provided by Factset.

9.6 EBITDA is defined as operating profit/loss before exceptional items, depreciation, amortisation, impairments and share-based payments charge.

9.7 As at 30 June 2017, Monitise held £22.2 million of cash on its balance sheet, which represents 0.96 pence of cash per Monitise Share. Adjusting the Increased and Final Offer for this cash implies a cash adjusted offer price of 2.14 pence for each Monitise Share. Adjusting Monitise's Closing Price of 2.30 pence as of 12 June 2017 for this cash implies a cash adjusted closing price of 1.34 pence for each Monitise Share. Accordingly, on a cash adjusted basis, the implied premium is 59.6 per cent.

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PART THREE DEFINITIONS

Capitalised terms used but not defined in this document have the same meanings as set out in the Scheme Document.

The following definitions apply throughout this document, unless the context otherwise requires:

“Increased and Final Offer” the recommended cash acquisition of Monitise as described in this document which amends the Original Proposed Acquisition by increasing the cash offered per Monitise Share to 3.1 pence;

“Increased and Final Offer Price” the cash offered per Monitise Share under the Increased and Final Offer, being 3.1 pence;

“Original Announcement” the announcement dated 13 June 2017 in respect of the recommended cash acquisition by Bidco of the entire issued and to be issued share capital of Monitise at a price of 2.9 pence in cash for each Monitise Share;

“Original Proposed Acquisition” the proposed recommended cash acquisition of Monitise as announced in the Original Announcement and as set out in the Scheme Document;

“Reconvened Court Meeting” the meeting of Scheme Shareholders (and any adjournment thereof) convened pursuant to an order of the Court pursuant to section 896 of the Companies Act for the purpose of considering and, if thought fit, approving (with or without modification) the Scheme, which meeting was (pursuant to Part Nine of the Scheme Document) originally convened to be held on 26 July 2017 at 10.30 a.m. but was subsequently postponed and which has, pursuant to this document, been reconvened to be held at the offices of White & Case LLP on 25 August 2017 at 10.30 a.m.;

“Reconvened General Meeting” the general meeting of Monitise convened by the notice set out in Part Ten of the Scheme Document, which meeting was originally convened to be held on 26 July 2017 at 10.45 a.m. (or as soon thereafter following the conclusion of the Court Meeting) but was subsequently postponed and which meeting has, pursuant to this document, been reconvened to be held at the offices of White & Case LLP, 5 Old Broad Street, London on 25 August 2017 at 10.45 a.m. (or as soon thereafter as the Court Meeting shall have concluded or been adjourned);

“Scheme Document” the document containing the Scheme as sent to Monitise Shareholders on 3 July 2017.

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PART FOUR

ANNOUNCEMENT MADE ON 7 AUGUST 2017 OF INCREASED AND FINAL OFFER

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

7 August 2017

INCREASED AND FINAL RECOMMENDED CASH ACQUISITION

of

MONITISE PLC

by

FISERV UK LIMITED

an indirect wholly-owned subsidiary of Fiserv, Inc.

On 13 June 2017, the boards of Fiserv, Inc. ("Fiserv") and Monitise plc ("Monitise") announced that they had reached agreement on the terms of a recommended cash offer by Fiserv UK Limited ("Bidco") (an indirect wholly-owned subsidiary of Fiserv), for the entire issued and to be issued share capital of Monitise (the “Acquisition”) at a price of 2.9 pence in cash for each Monitise Share, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the “Initial Offer Announcement”). The Scheme Document was posted to Monitise Shareholders on 3 July 2017. On 24 July 2017, the Court Meeting and the General Meeting to approve the Acquisition were postponed on Fiserv’s request, in light of feedback received from certain Monitise Shareholders.

Increased and Final Offer

The boards of Fiserv and Monitise are today pleased to announce that they have agreed the terms of an increased and final recommended cash offer for Monitise to be made by Bidco, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the “Increased and Final Offer”).

Under the terms of the Increased and Final Offer, each Monitise Shareholder will be entitled to receive:

3.1 pence in cash per Monitise Share (the “Increased and Final Offer Price”)

The Increased and Final Offer Price values the entire issued and to be issued share capital of Monitise at approximately £75 million and represents a premium of approximately:

• 34.8 per cent. to the Closing Price of 2.30 pence per Monitise Share on 12 June 2017 (being the last Business Day prior to the Initial Offer Announcement);

• 32.8 per cent. to the volume-weighted average Closing Price of 2.34 pence per Monitise Share for the three month period ended 12 June 2017 (being the last Business Day prior to the Initial Offer Announcement); and

• 59.6 per cent. on a cash adjusted basis to the Closing Price of 2.30 pence per Monitise Share on 12 June 2017 (being the last Business Day prior to the Initial Offer Announcement), adjusted for reported 30 June 2017 cash balances of £22.2 million.

The financial terms of the Increased and Final Offer are final and will not be increased, except that Bidco reserves the right to increase the amount of the offered price if there is an announcement on or after the date of this announcement of an offer or possible offer for Monitise by a third party offeror or potential offeror.

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As set out above, the Increased and Final Offer represents a substantial premium to the undisturbed share price of Monitise, and Fiserv firmly believes that the Increased and Final Offer constitutes full and fair value for Monitise given the financial outlook for the Group and the structural challenges that the Group faces. In particular, and further to feedback received from certain Monitise Shareholders, the board of Fiserv would like to make the following points clear with regard to its Increased and Final Offer:

• Monitise outlined in their trading update released on 27 July 2017 that revenue for the Group continues to decline and outstrip cost-cutting initiatives, and that in the absence of material FINkit® revenues, Monitise expects revenue for the year ending 30 June 2018 to be lower than the year ended 30 June 2017 with a consequent effect on operating results. Furthermore, on a divisional basis, all business units (excluding Content) experienced revenue declines for the financial year ended 30 June 2017 as compared to the prior year period and there were no FINkit® contracts signed in the period;

• As a result of the challenges facing Monitise and continued investment in the business, Monitise’s cash balance continued to decline during the period to 30 June 2017. The Monitise board have stated that, with further investment still required in the business, were the Acquisition not to take place, the board will need to consider raising further capital, the divestment of businesses, and the overall strategy of the Group;

• Whilst Monitise’s UK business has a significant amount of existing tax losses potentially available to mitigate future UK corporation tax, there are substantial uncertainties around when, how and whether they may be used. Use of the tax losses would require the generation of future taxable income profits in the UK from the same business currently carried on by Monitise, and recently announced changes in the law will likely curtail the manner in which existing and future carried forward losses can be used. Generally, once these changes in the law are enacted, if UK group profits are more than £5 million in any year, losses can only be used against 50% of any UK taxable profits above £5 million. Accordingly, given the current operating performance of Monitise and the uncertainties as to whether, when and how much taxable profit may be relieved by Monitise tax losses, this significantly restricts the value attributable to such losses; and

• Monitise has now been in a public offer period since 13 June 2017 without a third party offeror or potential offeror emerging.

Recommendation

The Monitise Directors, who have been so advised by Canaccord Genuity as to the terms of the Increased and Final Offer, consider the terms of the Increased and Final Offer to be fair and reasonable. Consequently, the Monitise Directors unanimously recommend the Increased and Final Offer.

The Monitise Directors reiterate their belief that the strategic alternatives to a takeover of Monitise are accompanied by significant execution risk and are unlikely to yield superior value to the Acquisition.

Action to be taken by Monitise Shareholders

The Scheme will be amended to reflect the terms of the Increased and Final Offer. A supplementary scheme document will be posted to Monitise Shareholders shortly, subject to the approval of the Court, setting out, inter alia, notices of the reconvened Court Meeting and the reconvened General Meeting, a revised timetable for the Scheme and full details of the voting procedures Monitise Shareholders should follow (the “Supplementary Circular”).

• Monitise Shareholders who have submitted Forms of Proxy for the Court Meeting and/or the General Meeting but who wish to change their voting instructions will be advised how to do this in the Supplementary Circular.

• Monitise Shareholders who have already submitted Forms of Proxy for the Court Meeting and/or the General Meeting and who do not wish to change their voting instructions will not need to take any further action as their Forms of Proxy will continue to be valid in respect of the reconvened Court Meeting and reconvened General Meeting.

Irrevocable undertakings and letters of intent

Fiserv and Monitise have received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the resolution necessary to implement the Scheme to be proposed at the General Meeting (or, in

28

the event that the Acquisition is implemented by way of a Takeover Offer, accept or procure acceptance of that offer, subject to the conditions set out in Appendix II) from the directors of Monitise and Fatih Isbecer.

In addition, Fiserv and Monitise have received letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the resolution necessary to implement the Scheme to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, accept or procure acceptance of that offer, subject to the conditions set out in Appendix II) from Visa, Inc. and Banco Santander SA.

Therefore, in aggregate, Bidco has received irrevocable undertakings and letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the resolution necessary to implement the Scheme to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, accept or procure acceptance of that offer, subject to the conditions set out in Appendix II) in respect of 229,577,466 Monitise Shares, representing approximately 9.90 per cent. of the existing issued share capital of Monitise.

Monitise current trading

On 27 July 2017, Monitise announced an unaudited trading update for its financial year ended 30 June 2017, stating that revenue for the year declined to £50.9 million (FY 2016: £67.6 million). In addition, within this total, on a divisional basis, all business units (excluding Content) experienced revenue declines and there were no FINkit® contracts signed in the period. Monitise Content revenues grew 30 per cent. for the year to 30 June 2017 to £13.0 million (FY 2016: £9.9 million). In the absence of material FINkit® revenues, Monitise expects revenue for the year ending 30 June 2018 to be lower than the year ended 30 June 2017 with a consequent effect on operating results.

Whilst the business continues to focus on cost management, the cost reduction activity has not mitigated either the anticipated revenue decline or the absence of any FINkit® contracts.

As previously stated, gross cash at 30 June 2017 was £22.2 million.

Financing

The consideration payable under the Increased and Final Offer will be funded through debt funding from bank facilities provided to the Fiserv Group. Details of the Credit Agreement are set out in the Scheme Document.

J.P. Morgan, financial adviser to Fiserv and Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Monitise Shareholders in connection with the Acquisition.

De-listing and re-registration

It is intended that an application will be made to the London Stock Exchange to cancel trading of the Monitise Shares on AIM to take effect shortly after the effective date. The last day of dealings in Monitise Shares on AIM is expected to be the date of the court hearing and no transfers will be registered after 6.00 p.m. (London time) on that date.

On the effective date, Monitise will become a wholly-owned subsidiary of Bidco and share certificates in respect of the Monitise Shares will cease to be valid and should be destroyed. In addition, entitlements to Monitise Shares held within the CREST system will be cancelled on the effective date. As soon as practicable after the effective date and after the Monitise Shares are delisted, it is intended that Monitise will be re-registered as a private limited company under the relevant provisions of the Companies Act.

The full timetable will be set out in the Supplementary Circular which will be posted to Monitise Shareholders shortly.

General Save as set out above and as will be set out in the Supplementary Circular, the Increased and Final Offer remains subject to the terms and conditions set out in the original Scheme Document.

In addition to the documents which are already available for inspection, as set out in the Initial Offer Announcement and the Scheme Document, the written consents provided by each of J.P. Morgan and Canaccord Genuity to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear will be made available on Fiserv’s website at www.fiserv.com/offer_for_monitise_plc and on Monitise’s website at www.monitise.com by no later than 12:00 noon (London time) on the Business Day following the date of this announcement. The contents of these websites is not incorporated into and does not form part of this announcement.

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Capitalised terms used but not defined in this announcement have the same meaning as set out in the Scheme Document.

Appendix I contains sources and bases of certain information contained in this announcement. Appendix II contains further details of the irrevocable undertakings and letters of intent received.

Enquiries:

Fiserv

Britt Zarling (Corporate Communications) Tel: +1 414 526 3107

Paul Seamon (Investor Relations) Tel: +1 262 879 5727

J.P. Morgan (Financial Adviser to Fiserv and Bidco)

Jay Hofmann Tel: +1 212 270 6000

Brendan Minehan Tel: +1 212 270 6000

Adam Laursen

Henry Capper

Tel: +44 207 742 4000

Tel: +44 207 742 4000

Monitise

Lee Cameron (Chief Executive Officer) Tel: +44 20 3657 0900

Gavin James (Chief Operating Officer) Tel: +44 20 3657 0900

Tom Spurgeon (Company Secretary) Tel: +44 20 3657 0900

Canaccord Genuity (Financial Adviser, NOMAD and Broker to Monitise)

Simon Bridges

Andrew Buchanan

Miles Cox

Emma Gabriel

Tel: +44 20 7523 8000

Tel: +44 20 7523 8000

Tel: +44 20 7523 8000

Tel: +44 20 7523 8000

Attila Consultants (Financial PR Adviser to Monitise)

Charles Cook Tel: +44 (0)7710 910 563

Bill Spears Tel: +44 (0)7786 390 908

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Important notices

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Limited (which conducts its UK investment banking business as J.P. Morgan Cazenove and which is authorised and regulated in the United Kingdom by the Financial Conduct Authority) (“J.P. Morgan”), is acting as financial adviser exclusively for Fiserv and Bidco and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Fiserv and Bidco for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to any matter referred to herein.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Monitise in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than Monitise for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Increased and Final Offer or otherwise. The Increased and Final Offer will be made solely by means of the Scheme Document (or, if applicable, a Takeover Offer) which will contain the full terms and conditions of the Increased and Final Offer, including details of how to vote in respect of the Increased and Final Offer. Any decision in respect of, or other response to, the Increased and Final Offer should be made only on the basis of the information contained in the Scheme Document (or, if applicable, a Takeover Offer).

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. The laws of certain jurisdictions may affect the availability of the Increased and Final Offer 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 announcement, the Scheme 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 Monitise Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Monitise 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 Increased and Final Offer disclaim any responsibility and liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Increased and Final Offer 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 where to do so would violate the laws in that jurisdiction, and no person may vote in favour of the Increased and Final Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Increased and Final Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction.

The Increased and Final Offer relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Exchange Act. Accordingly, the Increased and Final Offer 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 proxy solicitation and tender offer rules. Financial information 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

31

to implement the Increased and Final Offer by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the United States by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Monitise outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the Exchange Act.

Forward looking statements

This announcement, the Initial Offer Announcement and the Scheme Document contain statements with respect to Fiserv, Bidco and Monitise that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement, the Announcement and the Scheme Document may be forward looking statements. Forward looking statements often use words such as ‘‘anticipate’’, ‘‘target’’, ‘‘expect’’, ‘‘estimate’’, ‘‘intend’’, ‘‘plan’’, ‘‘goal’’, ‘‘believe’’, ‘‘aim’’, ‘‘will’’, ‘‘may’’, ‘‘would’’, ‘‘could’’ or ‘‘should’’ or other words 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 conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Monitise Group and potential synergies resulting from the Increased and Final Offer; and (iii) the effects of government regulation on the business of the Monitise Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward- looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Fiserv, Bidco or Monitise or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of Fiserv, Bidco or Monitise undertake any obligation to update publicly or revise forward-looking or other statements contained in this announcement, the Initial Offer Announcement or the Scheme Document whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this announcement, the Initial Offer Announcement or the Scheme Document is intended as a profit forecast or estimate for any period and no statement in this announcement, the Initial Offer Announcement or the Scheme Document should be interpreted to mean that earnings or earnings per ordinary share for Monitise for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Monitise.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel, to implement the Increased and Final Offer by way of a Takeover Offer for the entire issued and to be issued share capital of Monitise as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments), so far as applicable.

Publication on a website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Fiserv’s website at www.fiserv.com/offer_for_monitise_plc and on Monitise’s website at www.monitise.com by no later than 12 noon (London time) the day following this announcement.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Information relating to Monitise Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Monitise Shareholders, persons with information rights and other relevant persons for the receipt of communications from

32

Monitise may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one 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 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day 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 Code, any person who is, or becomes, interested in one 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 (i) 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 pm (London time) on the business day 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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APPENDIX I

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

(ii) Unless otherwise stated, financial information relating to Monitise has been extracted from the audited consolidated financial statements of Monitise for the financial year ended 30 June 2016, Monitise’s unaudited half-year report for the six months ended 31 December 2016 or Monitise’s trading update announcement for the year ended 30 June 2017, dated 27 July 2017 and in addition, business unit information from Monitise’s management accounts for the year ended 30 June 2017.

(iii) Unless otherwise stated, financial information relating to Fiserv has been extracted from the audited consolidated financial statements of Fiserv for the financial year ended 31 December 2016 or Fiserv’s unaudited second quarter results for the six months ended 30 June 2017.

(iv) The value of the Increased and Final Offer is based upon the following:

(i) 2,317,865,290 Monitise Shares in issue on 4 August 2017 (being the last Business Day prior to this announcement);

(ii) up to 1,276,650 Monitise Shares which will be newly issued to satisfy options that are exercisable under the Monitise Share Schemes as at 4 August 2017 (being the last Business Day prior to this announcement) and have an Exercise Price lower than the Increased and Final Offer Price;

(iii) up to 88,856,282 Monitise Shares which will be newly issued to satisfy options that will become exercisable in connection with the Acquisition as at 4 August 2017 (being the last Business Day prior to this announcement) and have an Exercise Price lower than the Increased and Final Offer Price; and

(iv) all other options or awards outstanding under the Monitise Share Schemes will lapse because the relevant performance conditions have not been met and/or the Exercise Price is greater than the Increased and Final Offer Price.

(ii) The market prices of the Monitise Shares are derived from data provided by the Daily Official List and represent Closing Prices of the relevant date(s).

(iii) Volume weighted average closing prices are derived from data provided by Factset.

(iv) EBITDA is defined as operating profit/loss before exceptional items, depreciation, amortisation, impairments and share-based payments charge.

(v) As at 30 June 2017, Monitise held £22.2 million of cash on its balance sheet, which represents 0.96 pence of cash per Monitise Share. Adjusting the Increased and Final Offer Price for this cash implies a cash adjusted offer price of 2.14 pence for each Monitise Share. Adjusting Monitise's Closing Price of 2.30 pence as of 12 June 2017 for this cash implies a cash adjusted closing price of 1.34 pence for each Monitise Share. Accordingly, on a cash adjusted basis, the implied premium is 59.6 per cent.

34

APPENDIX II

IRREVOCABLE UNDERTAKINGS

Bidco has received irrevocable undertakings from the following holders or controllers of Monitise Shares to vote in favour of the Scheme at the Court Meeting and the resolution necessary to implement the Scheme at the General Meeting:

Monitise Shares subject to irrevocable undertakings

Name Number of Monitise Shares % of Monitise Shares in issue

Fatih Isbecer 61,850,028 2.67%

Lee Cameron 1,588,880 0.07%

Gavin James 863,292 0.04%

Peter Ayliffe 520,270 0.02%

Amanda Burton 261,884 0.01%

Tim Wade* 350,000 0.02%

Total 65,434,354 2.82%

* Shares held by Tim Wade’s wife

The following Monitise Shareholders have given letters of intent to vote in favour of the Acquisition:

Monitise Shares subject to letters of intent

Name Number of Monitise Shares

% of Monitise Shares in issue

Banco Santander SA 108,196,721 4.67%

Visa, Inc. 55,946,391 2.41%

Total 164,143,112 7.08%

Total Monitise Shares subject to irrevocable undertakings and letters of intent

229,577,466 9.90%

Therefore, in aggregate, Bidco has now received undertakings and letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the resolution necessary to implement the Scheme to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, accept or procure acceptance of that offer, subject to the conditions below) in respect of 229,577,466 Monitise Shares, representing approximately 9.90 per cent. of the existing issued share capital of Monitise. The irrevocable undertakings will only cease to be binding if:

a) the Scheme or a Takeover Offer announced in implementation of the Acquisition has not become Effective or been declared unconditional in all respects in accordance with the requirements of the Code (as the case may be) prior to the Long Stop Date; or

b) the Scheme or a Takeover Offer (as the case may be) has lapsed or been withdrawn in accordance with its terms (for the avoidance of doubt, this shall not apply where the Scheme lapses or is withdrawn solely as a result of Fiserv exercising its right to implement the Acquisition by way of a Takeover Offer rather than a Scheme) and no new, revised or replacement Scheme or Takeover Offer has been announced by Bidco or its affiliates in accordance with Rule 2.7 of the Code at the same time.

The letters of intent are not legally binding.