Autonomy Overview

DRAFT
Preliminary | Subject to Further Review and Evaluation

January 2011

Autonomy Overview
Summary
Dual Headquarters Founding San Francisco, CA Cambridge, U.K. Founded in June 1996 by world-leading researchers from University of Cambridge
($MM, except per share amounts) Fiscal Year Ended December 31, 2008A Revenue Annual Growth Gross Profit Gross Margin EBITDA EBITDA Margin Free Cash Flow Free Cash Flow Margin Net Income Net Income Margin Diluted EPS Annual Growth $503 47% 458 91% 226 45% 121 24% 148 29% 0.68 81% 2009A $740 47% 652 88% 360 49% 191 26% 233 31% 0.97 43% 2010E $866 17% 764 88% 426 49% 281 32% 289 33% 1.09 12% 2011E $963 11% 856 89% 505 52% 322 33% 343 36% 1.27 17% 2012E $1,079 12% 969 90% 585 54% 487 45% 399 37% 1.48 16%

Financial Performance

IPO
Employees Customers/OEMs Geographic Mix Key Verticals

July 1998 at a split-adjusted price of $1.23 (approx. 0.70)

1,800 (10% Administrative, 60% Technical, 30% Sales and Marketing) 20,000+ Customers, 400+ OEMs with over 500 product licenses 70% Americas, 30% Rest of World Education, Energy & Utilities, Financial Services, Government, Healthcare, Investigative, Legal, Manufacturing, Professional Services/Consulting, Retail & Consumer, Technology, Telecom Primarily indirect through 400 Value Added Resellers such as Accenture, IBM Global Services, Cap Gemini, HP and Wipro Software infrastructure solutions that form an understanding of content, allowing for powerful meaning-based data processing Intelligent Data Operating Layer (IDOL) Server collects indexed data, enriching it with conceptual and contextual understanding Core infrastructure of Autonomys solutions Power solutions search and management built around IDOL Markets include Search, BPM, and OEMs Protect solutions regulatory and compliance platform Markets include eDiscovery, Archiving & Records, Content management, Compliance Promote solutions marketing and customer interaction Markets include Web Content Management, eBusiness, Marketing Optimization, Rich Media Management, Contact Center

Source: Projections based on Bank of America Merrill Lynch research as of October 19, 2010. Note: Free Cash Flow defined as Operating Cash Flow less Cap Ex and Investment in Product Development. Gross Profit adjusted for amortization of acq related intangibles. EBITDA adjusted for amortization of acq related intangibles, SBC, foreign exchange, and non-recurring items.

Sales Channel Product Overview

Trading Overview
($MM, except per share amounts) Share Price Fully-Diluted Equity Value (1) Plus: Debt (1) Less: Cash (1) Fully-Diluted Enterprise Value (1) CY10E Revenue EBITDA Earnings per Share CY11E Revenue EBITDA Earnings per Share 14.78 / $23.66 $5,811 945 1,028 $5,728 6.6x 13.4 21.7 5.9x 11.3 18.6

Statistic (2) $866 426 1.09 $963 505 1.27

Note: Current market prices as of January 24, 2011, converted from GBP to USD at a constant spot exchange rate of 1.60. (1) Net Debt based on Autonomy Form 6-K for the period ended September 30, 2010. Includes 500 ($800) convertible debt with strike price of 20.63 ($33.03). (2) Projections based on Bank of America Merrill Lynch research as of October 19, 2010.

Source: Company filings.

Key Financial Metrics

Historical Revenues $MM 800 600 400 $251 200 0 2005 2006 2007 2008 2009 $96 10% 0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2007 2008 2009 2010 Attractive Revenue Mix (in $MM, LTM) EBITDA Margins 94% $343 $740 40% 30% 20% Organic IDOL Revenue Growth YoY
Autonomy estimates organic IDOL growth by comparing prior period reported results with current period results (less any contribution from acquisitions and excluding services)

$503

Historical Margins Gross Margins

Services, $41
Deferred Revenue, $250 5% 29% 29% IDOL Product, $249

100%
80% 60% 40% 20% 0%

91%

89%

91% 45%

88% 49%

70% 60% 50%

40% 30% 20% 10% 0%

29% 15%

34%

2005

2006

2007

2008

2009

13% OEM 2% Ongoing, OEM Dev, $115 $11

22% IDOL Cloud, $184

Source: Company filings. Note: OEM Ongoing refers to sales of OEMs products. OEM Dev refers to a non-refundable, upfront development license fee.

Data Management Market Dynamics

The secular migration towards unstructured data has created a large and meaningful addressable opportunity in managing, regulating and monetizing the use of information
Structured Data Management 15% of total data(1) Size: $18bn Traditional structured data CAGR of 32.3% from 2006 2010 (IDC) Current RDBMS solutions only address ~20% of the total data management market Unstructured data is expected to grow twice as fast as structured data Unstructured Data Management 85% of total data(1) Size: $20bn (email, video, voice, etc) Unstructured data CAGR of 63.7% from 2006 2010 (IDC)

Power: Manage and Search

(~40% of 2009 Revenue)

Protect: Legal and Compliance

(~40% of 2009 Revenue)

Promote: Marketing
(~20% of 2009 Revenue) U.S. behaviorally targeted online advertising spending(2) $MM
$5,000 $4,000 $4,400

While enterprises only create 20% of all data, Data needing protection in 2020 is the they need to manage transmission, storage, size of the entire digital universe in 2018 security and compliance for more than 85% of it EB (Exabytes)

User generated content ~900 EB (Exabytes)

Enterprise touch content ~960 EB

18,000 16,000 14,000 12,000 10,000 8,000 6,000 4,000 2,000 0

Data Needing Protection Data Actually Protected

$3,000 $2,000 $1,000 $0 $525 $775 $1,100 $1,700

$2,700

Overlap ~600 EB

Enterprise generated content ~240 EB

2010: ~1,200 EB

2010

2012

2014

2016

2018

2020

2007

2008

2009

2010

2011

2012

Source: (1) (2)

Company filings, IDC, Industry research. Bank of America Merrill Lynch estimates. Source: eMarketer. Refers to advertising displayed to a select audience whose interest or intentions are revealed by website or ISP tracking data, audience segmentation and/or predictive analysis; excludes ads targeted using adware.

Key Fundamental Differentiators

Autonomys IDOL Structured Probabilistic Engine (SPE) can be leveraged across verticals, functions and connectors
Power: Manage and Search
Proliferation of unstructured information in enterprise IT Secular migration towards automation versus adding headcount to reduce operating expenditures

Protect: Legal and Compliance

Proliferation and increasing complexity of data regulations Reputational risk and tougher sanctions for breaches

Promote: Marketing
Rich media and content explosion Shift from cost per thousand impressions (CPM) to cost per action (CPA) advertising model Need to demonstrate ROI Multichannel Customer Mgmt Social Media Analysis Rich Media Management eCommerce Solutions Web Content Optimization

Drivers

Applications

Enterprise Search Business Process Management Business Intelligence Information Access

Real-time Policy Management Early Case Assessment E-mail and Audio Archiving Advanced eDiscovery Retention and Disposition

Growth

~100 customers standardized on IDOL Establishing pipes in core IT platforms builds defensibility 10-15% growth (of which OEMs growing at 20% plus YoY)

Early signs of second phase adoption Growth constant through recession and upturn 15-20% growth

Contribution geared to a recovery 15-25% growth

Commercial Leadership

IDOL solution universally recognized OEM reaches 95% of customers in market (~5% product penetration suggests significant growth opportunity)

Market leading solution Largest, most visible eDiscovery cases 87% of the Fortune 100 10 of the top 10 global banks 10 of the top 10 law firms Major government agencies

Produces tangible results Delta Air Lines sales: +$30MM LexisNexis e-mail clickthroughs: +103% Amnesty Intl donation clickthroughs:+157% Lenovo orders: +400 per week

IDOL Software Business Model

Gross margins over 90%, operating margins over 50%, 30% of revenue deferred
Business Delivery Model License (~$850k ASP) Support & Maintenance (~15% p.a.) Typical sale 4 connectors, 4 functions 65% recurring revenue $MM
$60

Illustrative Customer Over Time

Once a decision has been taken to standardize, some customers have made upwards of 40 repeat purchases in Q310 > 65% sales were repeat

Standard Product

IDOL OEMs

400+ OEMs (~5 year deals) Royalty-based ~3% (no deferred revenue, 100% gross margin) 10-14 signed per quarter 35% year-on-year revenue growth Paid monthly and typically 3-year contracts Collected in arrears (no deferred revenue) The worlds largest private legally compliant cloud at over 17 Petabytes of data Mixture of traditional license and hosted revenues Timing of revenues varies per contract Some deferred revenues

$50

Rich Media Management

$2
Policy Management

$5
$2

$40 $5

$2
Website

IDOL Cloud

Call Center

$30 $15
Enterprise Search

$51 $20

Hybrid Model

Legal Hold

Appliance

New model focused on quick time to value, high return Archiving (Arcpliance) Email (DSmail) eDiscovery

$10

$20
eDiscovery

$0

Competitive Positioning
Data Management Leader
AUTONOMY LEADS THE DATA MANAGEMENT INDUSTRY WITH MEANING BASED COMPUTING Network Effects Technology and vendor agnostic nature of IDOL leads to increasing adoption by OEM vendors

Message Archiving Software (Forrester Wave)

Strength of Current Offering

Symantec CA Open Text EMC HP Quest IBM

Autonomy

Technology
Standardization

Over $135m in R&D spend in last 12 months; 170 patents; 100% of technology is owned
Connects to over 400 content repositories and over 1,000 file formats (one new connection within IDOL can replace 9,000 new connections between entities) Over 20,000 customers and 400 partners Successful track record in integrating and expanding IDOL technology across customers and use cases

Installed Base Acquisitions

Strength of Strategy Web Content Management (Gartner Magic Quadrant)

Enterprise Search (Forrester Wave)

Autonomy

Strength of Current Offering

FAST, a Microsoft subsidiary

Ability to Execute

Vivisimo InQuira Recommind Coveo Oracle

Endeca Microsoft IBM Atex IBM Google

Oracle Open Text FatWire IPiServer CoreMedia Percussion Dynamicweb

Autonomy SDL Sitecore Day Software Ektron

Alterian

Microsoft

Clickability

Strength of Strategy

Completeness of Vision

Source: Gartner, Forrester Research.

400+ Partners and 20,000+ Customers Across Multiple Verticals

Customers Partners Tech/Comm Pharma/Food Media Consumer/Mfg Finance Legal/Govt

Acquisitions
Acquisition Strategy Since 2003, Autonomy has successfully acquired 11 businesses with ~$600mm in cumulative LTM revenue Autonomys strategy has been to focus on specific markets in which IDOL can be substituted as the foundation for existing technologies and leveraged across customer environments This has provided Autonomy rapid cost savings and the addition of installed base and channel has created significant cross-sell / up-sell opportunities associated with additional functionality

M&A Transaction History

($MM) Fully-Diluted Annc Date Autonomy Jun-10 Feb-09 Jan-09 Oct-07 Jul-07 Nov-05 Apr-05 Jul-03 CA's Governance Unit MicroLink Interwoven Meridio ZANTAZ Verity etalk Virage Information governance software ERP systems integration Enterprise content management Documents & record management Electronic archiving and e-discovery Data & content indexing and search Call center monitoring Automated audio and video surveillance $19 $55 $803 $41 $375 $503 $70 $25 $19 $55 $618 $41 $375 $311 $70 $18 $260 $27 $100 $144 $37 $12 $292 $150 Mean: Median: 2.4x 1.5x 3.8x 2.2x 1.9x 1.5x 2.2x 2.0x 2.1x 2.1x 2.1x 2.1x 21.9x 45.0x 33.4x 33.4x 19.5x 32.9x 26.2x 26.2x 37% 30% 34% 34% Target Description Equity Value Ent Value Revenue LTM NTM LTM Transaction Multiples Revenue NTM P/E LTM NTM 1-Day Prem

Sources: Company filings, press releases, 451 Group and Wall Street Research.

Trading Statistics of Selected Companies

App. Infrastructure / Data Management Systems Enterprise Value ($MM) $40,000 $30,000 $20,000 $10,000 $0 $5,000 $4,000 $3,000 $2,000 $1,000 $0 100% 5-Year Revenue CAGR 75% 50%
VMW CRM ADBE CTXS

Infrastructure Software

SaaS

$37,845 $17,495 $16,977

$11,359

$7,940

$7,317
RHT

$7,251
TDC

$5,728
Autonomy

$4,502
INFA

$4,312
Software AG

$4,001
TIBX

$2,648
OTEX

$2,454
CNQR

$2,180
SFSF

$1,886
QLIK

$1,743
PRGS

BMC

$4,163

Revenue (CY11E, $MM)

$3,412 $2,109 $2,093 $2,058 $2,023 $1,595 $1,014 $995

$963

$840
TIBX

$740
INFA

$564
PRGS

$369
CNQR

$268
QLIK

$254
SFSF

ADBE

VMW

BMC

TDC

CTXS

CRM

Software AG

OTEX

RHT

Autonomy

73% 55% 49% 40% 35% 32%

App. Infra. Median = 17% Infra. Software Median = 15% SaaS Median = 40%

27%

25%
0% 60% 45% 30%
SFSF Autonomy VMW CRM QLIK CNQR RHT

20%

19%
INFA

17%
OTEX

15%
CTXS

14%
ADBE

11%
TIBX

6%
BMC

6%
TDC

5%
PRGS

Software AG

EBITDA Margin (CY11E, $MM)

52%

46%

42%

33%

32%

32%

30%

30%

30%

28%

28%

27%

26%

App. Infra. Median = 28% Infra. Software Median = 33% SaaS Median = 19% 19% 18%
5%

15%
0% 12.0x
Autonomy BMC ADBE VMW PRGS CTXS OTEX RHT CNQR Software AG TIBX INFA TDC CRM QLIK

SFSF

EV / Revenue (CY11E)

11.1x

9.0x 6.0x 3.0x 0.0x

VMW

8.6x

8.6x

7.4x

7.0x

6.7x

6.1x

5.9x

5.5x

4.8x

App. Infra. Median = 3.5x Infra. Software Median = 5.5x SaaS Median = 8.6x

4.1x

3.8x

3.5x

3.1x

2.7x

2.6x

CRM
Sources: Note:

SFSF

RHT

QLIK

CNQR

INFA

Autonomy

CTXS

TIBX

ADBE

BMC

TDC

PRGS

Software AG

OTEX

10

Capital IQ, company filings, press releases and Wall Street research. Excludes stock-based compensation. Autonomy figures based on Bank of America Merrill Lynch research as of October 19, 2010. Current prices as of January 24, 2011. 5-Year CAGRs based on CY2005 to CY2010. Revenue growth rate for Qlik Technologies are based on CY2008 to CY2009. Negative earnings noted as NM.

Operating Statistics of Selected Companies

App. Infrastructure / Data Management Systems 50% 40% 30% 20% 10% 0% 60% Long Term EPS Growth 45% 30% 44% 38% Infrastructure Software SaaS App. Infra. Median = 13% Infra. Software Median = 11% SaaS Median = 29% 17% 15% 13% 13% 11% 10% 9%
ADBE

38%
27% 21% 19%

5-Year EPS CAGR

8%
QLIK

8% NM
CTXS SFSF

VMW

Autonomy

CRM

OTEX

Software AG

CNQR

TIBX

BMC

INFA

TDC

RHT

PRGS

52%
29% 28% 25% 23%

App. Infra. Median = 16% Infra. Software Median = 15% SaaS Median = 28% 19% 18% 18% 17% 16% 15%

15%
0% 100.0x
QLIK CRM SFSF CNQR VMW RHT INFA OTEX Autonomy TIBX

15%

14%

13%

12%

12%

PRGS

BMC

Software AG

TDC

CTXS

ADBE

263.6x

87.9x
58.5x 54.2x 48.9x 47.1x 32.8x

P/E (CY11E)

75.0x 50.0x

App. Infra. Median = 22.5x Infra. Software Median = 28.5x SaaS Median = 87.9x 28.5x 24.2x 22.5x 18.6x
Autonomy

25.0x
0.0x 4.0x
SFSF CRM QLIK CNQR VMW RHT INFA CTXS

16.6x
PRGS

15.5x
BMC

14.8x
ADBE

13.7x
Software AG

11.4x
OTEX

TIBX

TDC

9.6x

3.0x

P/E/G (CY11E)

3.0x 2.0x 1.0x 0.0x 50.0x 40.0x 30.0x 20.0x 10.0x 0.0x
SFSF CRM

2.5x

2.4x

2.2x

2.2x

1.8x

1.8x

1.5x

App. Infra. Median = 1.1x Infra. Software Median = 2.2x SaaS Median = 3.0x
1.2x

1.1x

1.1x

1.1x

1.1x

1.0x

0.6x
OTEX

RHT

CTXS

CNQR

VMW

INFA

TDC

TIBX

ADBE

QLIK

PRGS

Autonomy

BMC

Software AG

159.9x

45.7x

EV / EBITDA (CY11E)

38.7x

33.5x 24.7x 22.9x 22.5x 17.2x 16.8x 13.2x 11.3x 9.7x

ADBE

App. Infra. Median = 13.2x Infra. Software Median = 17.2x SaaS Median = 45.7x 9.6x
PRGS

9.5x
Software AG

8.7x
OTEX

8.3x
BMC

SFSF

CRM
Sources: Note:

QLIK

VMW

RHT

INFA

CNQR

CTXS

TIBX

TDC

Autonomy

11

Capital IQ, company filings, press releases and Wall Street research. Excludes stock-based compensation. Autonomy figures based on Bank of America Merrill Lynch research as of October 19, 2010. Current prices as of January 24, 2011. 5-Year CAGRs based on CY2005 to CY2010. EPS growth rate for Qlik Technologies are based on CY2008 to CY2009. Negative earnings noted as NM.

Selected Management and Directors

Joined AU
Dr. Mike Lynch, OBE(1) 1996

Role
Founder, CEO CFO CEO U.S. Chief Research Officer COO

Previous Position / Boards

Founder, Neurodynamics; Director, Autonomy; Non-executive Director, BBC, Blinkx, Featurespace, NESTA, Foundation of Science and Technology Corporate Development, LASMO; Ernst & Young VP of Corp Development, LeadingSide, Dataware CTO, Autonomy; Neuro-Physiology Research VP, International Operations and Legal Affairs, Autonomy; Brobeck Hale and Dorr; Shearman & Sterling U.S. CTO, Autonomy; Research in ultra-efficient electric vehicles Director, Corporate Communications, Autonomy; MD, Aungate; Head of Corporate Communication, BAE Systems GC, British Airways; Non-Exec Director BBC, London Stock Exchange and Argent Group Technical Director, Autonomy; Technical Director, Neurodynamics Apax Partners, British Telecom; Board Director, Dialog Semiconductor Partner, Cerberus; Ex-CEO, Prudential; Arthur Anderson; Chairman of Lucida, Scottish Re; Director, Hargreaves Lansdown Professor, University of Cambridge; Chief Scientific Advisor, UK Dept of Transport

Education
Ph.D. in Mathematical Computing, M.A. in Electrical and Information Sciences, University of Cambridge B.A. in Economics, University of Cambridge; Chartered Accountant B.A. in Economics, Trinity College D.Phil., Oxford University; B.A. (Hons) and M.Sc., York University J.D., USC Law Center; B.A., Johns Hopkins; Kansai Uni. of Foreign Studies, Osaka, Japan B.S. in Electrical Engineering, Stanford University Physiology, Henley Management College; Business Administration, Filton College LLB., Exeter University

Sushovan Hussain(1) Stouffer Egan

Management

2001 2001 1998

Dr. Peter Menell

Andrew Kanter

2000

Eloy Avila Ian Black

2004 2000

CTO Head of Global Operations NonExecutive Chairman Founder, Board Member Board Director Board Director Board Director

Robert Webb

2009

Richard Gaunt
Board of Directors

1996

BSc. and MSc. in Electronic Engineering, University of Natal BSc. Physics, Imperial College

John McMonigall Jonathan Bloomer

1998 2010

Dr. Frank Kelly

2010

Ph.D. University of Cambridge; BSc. Durham University

12

Source: Company Website. (1) Also serves on the Board of Directors.

Independent Advisors to the Board

Joined AU
Barry Ariko 2000

Role
Independent Advisor Independent Advisor

Previous Position / Boards

CEO and President, Mirapoint; Chairman, CEO and President, Extricity; SVP, AOL; EVP, COO, Netscape Communications Director, Hollinger International; Resident Fellow, American Enterprise Institute for Public Policy Research; United States Assistant Secretary of Defense for International Security Policy Chairman, Blinkx; Advisory Board of Santa Clara University's Center for Science, Technology and Society; CEO, Verity

Education
B.S. in Management, Golden Gate University

Richard Perle

2000

M.A. in Politics, Princeton University; LSE with Honors Examinations; B.A.. in International Relations, University of Southern California B.A. in English, Santa Clara University

Independent Advisors

Anthony Bettencourt

2005

Independent Advisor

Dr. Nick Kingsbury

2005

Independent Advisor

University Lecturer in Signal Processing, University of Cambridge; Director of Studies in Information Engineering, Trinity College, Cambridge; Group Leader, Marconi Space and Defense Systems
Professor of Applied Statistics and Signal Processing in the Department of Engineering, University of Cambridge Emeritus Professor, University of Cambridge; Emeritus Fellow of Christ's College, University of Cambridge, Head of the Signal Processing and Communications Research Group at University of Cambridge

Honours Degree and Ph.D. in Electrical Engineering, University of Cambridge

Professor William J. Fitzgerald Professor Peter Rayner

Independent Advisor Independent Advisor

B.Sc., MSc., and Ph.D. in Physics, University of Birmingham Ph. D., Aston University; M.A., University of Cambridge

13

Source: Company Website. (1) Also serves on the Board of Directors.

Disclaimer
These materials have been prepared by Qatalyst Partners LP (including any affiliates Qatalyst) for the Qatalyst client or potential client to whom such materials are directly addressed and delivered (the Company) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Qatalyst. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Qatalyst. Qatalyst assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed with the managements of the Company and/or other potential transaction participants or obtained from public sources, Qatalyst has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by Qatalyst in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. Prior to entering into any transaction the Company should determine, without reliance on Qatalyst, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction. In this regard, by accepting this presentation, the Company acknowledges that (a) Qatalyst is not in the business of providing (and the Company is not relying on Qatalyst for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any transaction, (c) the Company should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) the Company should apprise senior management as to such legal, tax and accounting advice (and any risks associated with any transaction) and Qatalysts disclaimer as to these matters. Qatalyst does not provide tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Qatalyst to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Any discussion of tax matters in these materials may have been written in connection with the promotion or marketing of any transaction contemplated hereby. Accordingly, any taxpayer should seek advice based on such taxpayers particular circumstances from an independent tax advisor. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Qatalyst to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Qatalyst is not acting in any other capacity as a fiduciary to the Company. Qatalyst assumes no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under state or federal securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted, summarized or referred to, in whole or in part, without the prior written consent of Qatalyst. These materials may not reflect information known to other professionals in other business areas of Qatalyst. Qatalyst is a full service securities firm providing investment banking and other services and products to a wide range of corporations and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, Qatalyst may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities or loans of the Company, potential counterparties, or any other company that may be involved in a transaction. Qatalyst is required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with it, which information includes the complete name and address and taxpayer ID number. Qatalyst may also request corporate formation documents, or other forms of identification, to verify information provided.

Autonomy Trading and Financial Statistics

Autonomy Historical Trading Performance

January 3, 2006 to January 24, 2011
Price 25.00 $40.02
Current Last 10 Days Last 30 Days Last 60 Days Last 120 Days LTM LTM High LTM Low Note: Based on trading days. Autonomy Trading Overview Price Spot Average 14.78 15.50 13.45 14.80 16.66 15.29 19.75 12.71 / $23.66 / 24.81 / 21.53 / 23.69 / 26.67 / 24.47 / 31.61 / 20.34 14.92 14.98 14.45 15.42 16.48 / $23.88 / 23.97 / 23.12 / 24.69 / 26.38 Average Volume (000's) 1,224 977 1,221 1,336 1,215 -

Volume (000s) 20,000

20.00 $32.01

15,000

15.00 $24.01 10,000

10.00 $16.01

5,000 5.00 $8.00

0.00 Jan-06

0 Jul-06 Jan-07 Jul-07 Jan-08 Jul-08 Jan-09 Jul-09 Jan-10 Jul-10 Jan-11
Source: Capital IQ. Share prices converted from GBP to USD at a constant spot exchange rate of 1.60.

Autonomy Recent Trading Performance

January 4, 2010 to January 24, 2011
Price 20.00 $32.01
Feb 3, 2010: Reported full year 2009 results in line with analyst expectations. Stock price reaction: +1% Apr 21, 2010: Reported Q1 2010 results in line with analyst consensus. Stock price reaction: +0% Jul 22, 2010: Reported Q2 2010 results at the top end of guidance and slightly below consensus, guiding to a 4-7% q/q fall in Q3 revenues. Oct 6, 2010: Announced expectations that Q3 revenues would be disappointing. Stock price reaction: (16%)

Volume (000s) 20,000

Stock price reaction: (9%)

18.00 $28.81

15,000

16.00 $25.61

Nov 24, 2010: Announced ongoing work on a potential acquisition. Feb 10, 2010: Announced the offering of 500 ($800MM) worth of 3.25% convertible bonds due 2015, convertible at strike price of 20.63 ($33.03). Stock price reaction: (6%) Stock price reaction: (6%)

10,000

14.00 $22.41

Oct 19, 2010: Announced Q3 2010 results and reaffirms FY11 guidance. Stock price reaction: +5%

5,000

12.00 Jan-10

0 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10 Jan-11
Source: Capital IQ. Share prices converted from GBP to USD at a constant spot exchange rate of 1.60.

Recent Trading Volume At Various Prices

January 4, 2010 to January 24, 2011
Volume (MM)
50

Current Trading Range: 14.78 / $23.66 40.5

47.6

40

34.0 30.2 26.1 14.5 10.4 6.4 0.0

12.00 12.50
12.50 $20.01 13.00 $20.81 6.4 2% 3% 6.4 2% 0.0x 2 1% 2 1%

30

27.0 20.3 17.7

25.1

20

12.9 6.9 3.3

19.50
19.50 $31.21 20.00 $32.01 3.3 1% 2% 322.9 100% 1.5x 4 1% 268 100%

10

0.0
20.00
20.00 $32.01 20.50 $32.81 0.0 0% 0% 322.9 100% 1.5x 0 0% 268 100%

13.00
13.00 $20.81 13.50 $21.61 10.4 3% 5% 16.8 5% 0.1x 7 3% 9 3%

13.50
13.50 $21.61 14.00 $22.41 14.5 4% 7% 31.3 10% 0.1x 11 4% 20 7%

14.00
14.00 $22.41 14.50 $23.21 30.2 9% 14% 61.5 19% 0.3x 18 7% 38 14%

14.50

15.00

15.50

16.00

16.50

17.00

17.50

18.00
18.00 $28.81 18.50 $29.61 34.0 11% 15% 299.7 93% 1.4x 37 14% 236 88%

18.50
18.50 $29.61 19.00 $30.41 12.9 4% 6% 312.7 97% 1.4x 18 7% 254 95%

19.00
19.00 $30.41 19.50 $31.21 6.9 2% 3% 319.6 99% 1.5x 10 4% 264 99%

Min Range: 12.00 $19.21 Max Range: 12.50 $20.01 Volume (MM) % of Total % of Implied Float (1) Cumulative Volume % Volume At Or Below Range Volume / Implied Float (1) Days % of Total Days Cumulative Days % Days At Or Below Range 0.0 0% 0% 0.0 0% 0.0x 0 0% 0 0%

Trading Statistics at Various Prices (Based on Closing Prices) 14.50 15.00 15.50 16.00 16.50 17.00 17.50 $23.21 $24.01 $24.81 $25.61 $26.41 $27.21 $28.01 15.00 $24.01 26.1 8% 12% 87.6 27% 0.4x 22 8% 60 22% 15.50 $24.81 40.5 13% 18% 128.1 40% 0.6x 30 11% 90 34% 16.00 $25.61 47.6 15% 22% 175.7 54% 0.8x 35 13% 125 47% 16.50 $26.41 27.0 8% 12% 202.6 63% 0.9x 17 6% 142 53% 17.00 $27.21 20.3 6% 9% 222.9 69% 1.0x 16 6% 158 59% 17.50 $28.01 17.7 5% 8% 240.6 75% 1.1x 17 6% 175 65% 18.00 $28.81 25.1 8% 11% 265.7 82% 1.2x 24 9% 199 74%

Source: CapitalIQ. Share prices converted from GBP to USD at a constant spot exchange rate of 1.60. (1) Assumes 220MM free float shares based on Capital IQ.

NTM Revenue Multiples Over Time

January 3, 2006 to January 24, 2011
Enterprise Value NTM Rev 11.0x
Mean Median Max Min 25th Perc 75th Perc 2006 5.4x 5.4 6.8 3.5 5.0 6.1 NTM Revenue Multiples Selected Multiple During 2007 2008 2009 2010 8.2x 8.3 9.8 6.7 7.6 8.9 7.1x 7.4 9.0 4.5 6.6 8.0 6.7x 6.6 8.8 5.1 6.3 7.2 6.4x 6.5 7.8 4.9 5.9 7.0 Entire Period 6.8x 6.8 9.8 3.5 5.9 7.6

10.0x

9.0x

8.0x
75th Perc = 7.6x

7.0x

Mean = 6.8x Current = 6.0x 25th Perc = 5.9x

6.0x

5.0x

4.0x

3.0x Jan-06

Jul-06

Jan-07

Jul-07

Jan-08

Jul-08

Jan-09

Jul-09

Jan-10

Jul-10

Jan-11

Source: Capital IQ; based on available consensus analyst estimates.

NTM P/E Multiples Over Time

January 3, 2006 to January 24, 2011
P/E 60.0x
Mean Median Max Min 25th Perc 75th Perc 2006 35.4x 35.9 53.2 25.4 30.7 39.7 NTM P/E Multiples Selected Multiple During 2007 2008 2009 2010 39.5x 39.6 47.0 29.9 37.5 42.5 27.3x 28.4 37.8 15.6 23.1 31.5 19.8x 19.6 23.0 16.6 18.7 21.0 19.7x 19.6 22.7 16.4 18.7 20.8 Entire Period 28.2x 27.9 53.2 15.6 19.7 36.7

50.0x

40.0x
75th Perc = 36.7x

30.0x
Mean = 28.2x

20.0x

25th Perc = 19.7x Current = 19.2x

10.0x

0.0x Jan-06

Jul-06

Jan-07

Jul-07

Jan-08

Jul-08

Jan-09

Jul-09

Jan-10

Jul-10

Jan-11

Source: Capital IQ; based on available consensus analyst estimates.

Shareholder Ownership Over Time

('000s) Company 1 Top 25 Institutional Holders Holdings (000s) Increase / (Decrease) by Quarter Ending Nov-10 Aug-10 May-10 Feb-10 Nov-09 0 726 1,825 88 0 (153) 4,210 (700) (1,026) (700) 2 139 (49) (601) 500 4 985 (45) 559 (135) 327 495 (218) 767 268 4,271 7,268 (250) (438) (262) 1,890 0 5 1,757 5,366 (108) (783) 229 848 (186) 841 1,866 43 318 (114) 38 (29) (101) (87) 1,259 33 62 7,177 12,198 (80) (65) 916 120 (17) (315) (100) 553 (780) (348) 131 (389) 2,848 179 182 664 0 419 (84) 13 198 (69) (1,958) 10 556 (100) 0 (745) (150) (12) (282) 547 1,002 (1,714) 1,209 3,087 1,213 0 225 0 50 0 (570) (197) 43 781 (421) (3,995) (115) 0 0 189 (705) 208 56 (370) (22) 19 (1,622) (4,586) 53 120 0 3 0 133 0 5 110 69 0 456 5,014 175 (512) Institution Director & Related Holdings (1) TIAA-CREF Fidelity Investments OppenheimerFunds Schroders Investment Management Legal & General Investment Management Credit Agricole Group BlackRock Merrill Lynch Investment Managers Standard Life Investments Lone Pine Capital BlackRock BNP Paribas Ignis Asset Management Scottish Widows Investment Partnership GE Asset Management Vanguard Group Alliance Bernstein State Street Global Advisors Barclays Personal Investment Management Government of Singapore Investment Corporation Kuwait Investment Authority Societe Generale Credit Suisse JP Morgan Universities Superannuation Scheme Summary Top 10 Holders Top 25 Holders Current (000s) 22,171 12,371 12,281 12,116 9,736 8,548 7,383 6,556 5,675 4,788 4,259 3,750 2,612 2,561 2,548 1,531 1,303 1,274 1,270 1,246 1,205 1,136 1,041 909 886 % of Outst. (2) 9.2% 5.1% 5.1% 5.0% 4.0% 3.5% 3.0% 2.7% 2.3% 2.0% 1.8% 1.5% 1.1% 1.1% 1.1% 0.6% 0.5% 0.5% 0.5% 0.5% 0.5% 0.5% 0.4% 0.4% 0.4% Sep-09 0 3,999 (12,502) 933 149 (46) 164 2 281 9,994 74 577 (656) (117) 0 1 0 75 118 1,285 0 (736) 939 (346) 75 2,973 4,261 Jun-09 0 7,959 0 47 0 308 329 (111) 0 0 73 150 (8) (64) 0 636 0 653 14 0 0 (557) 0 310 379 8,531 10,117

Total 101,623 42.0% 129,151 53.3%

Total Increase / (Decrease) by Quarter (115) (244) (6,833) 2,584 (143) (1,207)

Source: Capital IQ, UK Share Register as of 11/1/2010. (1) Includes holdings for Michael Lynch of 19,799 (8.2% of CSO) and Richard Gaunt of 2,373 (1.0% of CSO). (2) Based on 242MM shares outstanding.

Trading Statistics of Selected Companies

($MM, except per share information) Trading Performance Prem / (Disc) to Stock Price LTM LTM 1/24/11 High Low 14.78 / $23.66 (25%) 16% 66% 87% 140% 33% 29% 60% 79% 60% 32% 60% 65% 109% 33% 57% 39% 56% 56% 59% 106% 34% 86% 49% 67% 68% 23% 31% 40% 51% 11% 25% 29% 43% 41% 18% 30% 31% FD Capitalization Equity Ent. Value Value $5,811 $7,992 4,928 4,206 3,979 2,733 2,066 2,042 1,337 1,044 $5,728 $7,251 4,502 4,001 4,312 2,648 1,743 1,886 1,268 859 Trading Multiples Enterprise Value / Revenue EBITDA P/E CY10E CY11E CY10E CY11E CY10E CY11E 6.6x 3.8x 7.1 5.3 2.9 2.9 3.3 8.8 3.6 2.0 3.6x 4.4x 13.2x 4.5 6.1 4.0 8.5 6.1x 7.3x 10.6x 8.1 10.8 4.1 9.3x 8.4x 3.3x 2.0 8.8 5.1 2.3 0.9 4.0 2.9 1.3 0.3 2.6x 3.1x 5.9x 3.5x 6.1 4.8 2.7 2.6 3.1 7.0 3.0 1.8 3.1x 3.8x 11.1x 4.1 5.5 3.8 7.4 5.5x 6.4x 8.6x 6.7 8.6 3.3 7.6x 6.8x 3.1x 1.9 7.4 4.4 2.1 0.9 3.6 2.6 1.3 0.3 2.4x 2.8x 13.4x 15.2x 28.1 19.6 10.2 9.1 10.8 58.4 29.1 15.0 15.2x 21.7x 40.4x 11.8 19.7 9.8 30.4 19.7x 22.4x 58.2x 28.3 255.9 19.8 43.3x 90.6x 7.7x 8.5 14.6 11.5 7.4 6.3 12.3 11.2 9.3 4.1 8.9x 9.3x 11.3x 13.2x 22.9 16.8 9.5 8.7 9.6 38.7 18.8 12.5 13.2x 16.7x 33.5x 9.7 17.2 8.3 24.7 17.2x 18.7x 45.7x 22.5 159.9 16.1 34.1x 61.0x 7.3x 7.7 12.2 9.2 7.1 5.9 10.6 10.9 8.4 3.9 8.0x 8.3x 21.7x 25.7x 38.8 29.5 14.8 13.1 18.7 105.8 37.3 29.5 29.5x 34.8x 59.1x 17.8 32.1 16.7 55.5 32.1x 36.2x 18.6x 22.5x 32.8 24.2 13.7 11.4 16.6 58.5 26.7 26.3 24.2x 25.9x 48.9x 14.8 28.5 15.5 47.1 28.5x 31.0x Operating Statistics P/E/G '10-11E CY11E CY11E Rev Growth Op Margin 1.1x 1.8x 1.8 1.5 1.0 0.6 1.1 1.1 1.1 2.3 1.1x 1.4x 2.2x 1.2 2.4 1.1 2.5 2.2x 1.9x 3.0x 2.2 9.6 1.3 2.6x 4.0x 0.9x 1.0 1.0 1.1 1.0 0.8 1.0 1.0 1.3 1.2 1.0x 1.0x 11% 9% 16% 11% 5% 10% 7% 25% 20% 10% 10% 13% 19% 10% 11% 6% 16% 11% 12% 23% 21% 26% 24% 23% 23% 7% 5% 18% 14% 9% 5% 11% 12% 1% 5% 8% 9% 44% 22% 27% 26% 25% 28% 32% 17% 18% 12% 25% 23% 29% 37% 27% 36% 25% 29% 31% 15% 24% 3% 14% 14% 14% 40% 20% 49% 44% 27% 12% 31% 22% 14% 6% 24% 26% Company (FYE) Autonomy (Dec.) (1) LT EPS Growth % 17% 13% 18% 16% 14% 18% 15% 52% 24% 12% 16% 20% 23% 12% 12% 15% 19% 15% 16% 29% 25% 28% 24% 26% 26% 12% 12% 18% 13% 12% 12% 16% 16% 12% 8% 12% 13% Cash $1,028 $741 426 245 148 385 322 156 69 184 Selected App. Infrastructure / Data Management Software Teradata (Dec.) $45.80 (1%) Informatica (Dec.) 42.69 (6%) TIBCO (Nov.) 21.46 0% Software AG (Dec.) 137.95 (8%) OpenText (Jun.) 46.86 (6%) Progress Software (Nov.) 42.79 (3%) Qlik Technologies (Dec.) 22.87 (18%) Pegasystems (Dec.) 33.38 (15%) MicroStrategy (Dec.) 91.00 (7%) Median (6%) Mean (7%) Selected Infrastructure Software VMware (Dec.) $87.73 (10%) Adobe (Dec.) 34.03 (7%) Citrix (Dec.) 64.70 (9%) BMC Software (Mar.) 48.27 (1%) Red Hat (Feb.) 42.08 (13%) Median (9%) Mean (8%) Selected SaaS Salesforce.com (Jan.) $127.83 (15%) Concur (Sep.) 50.63 (10%) SuccessFactors (Dec.) 29.00 (12%) Taleo (Dec.) 29.04 (10%) Median (11%) Mean (12%) Selected Tech Leaders Microsoft (Jun.) IBM (Dec.) Google (Dec.) Oracle (May.) Cisco (Jul.) Hewlett-Packard (Oct.) SAP (Dec.) EMC (Dec.) Accenture (Aug.) Dell (Jan.) Median Mean $28.38 159.63 611.08 32.40 21.17 47.55 55.41 23.83 51.47 13.72 (10%) 0% (4%) (0%) (23%) (13%) (1%) (4%) 0% (22%) (4%) (8%)

$39,024 17,923 12,943 9,068 8,414

$37,845 16,977 11,359 7,940 7,317

$1,629 2,468 1,591 1,495 1,097

$18,752 2,803 2,514 1,236

$17,495 2,454 2,180 972

108.1x 87.9x 66.5 54.2 483.3 263.6 39.3 31.6 87.3x 71.0x 174.3x 109.3x 11.9x 13.9 20.6 17.3 13.1 9.9 18.5 19.0 18.8 9.7 15.6x 15.3x 11.1x 12.2 17.5 15.2 12.2 8.9 15.5 16.4 16.0 9.2 13.7x 13.4x

$1,281 637 334 264

$250,678 $217,170 205,572 200,847 203,307 189,656 168,601 162,079 121,405 97,902 109,235 120,937 65,961 67,625 56,399 49,210 35,887 32,085 27,032 19,163

$44,173 11,651 13,651 23,995 38,781 10,934 4,730 7,891 4,204 13,863

Source: CapitalIQ; based on consensus estimates. Cash balances pro forma for acquisitions. (1) USD Stock Price of $23.66. Autonomy figures converted from GBP to USD at a constant spot exchange rate of 1.60.

Illustrative Analysis at Various Prices

($MM, except per share amounts) AU @ Mkt 14.78 $23.66 0% 0% (25%) 16% (10%) $5,811 945 1,028 $5,728 Statistic (3) $866 963 $426 505 $1.09 1.27 6.6x 5.9 13.4x 11.3 21.7x 18.6 Illustrative Autonomy Valuation Statistics 25.00 26.00 27.00 28.00 $40.02 $41.62 $43.22 $44.82 69% 74% 27% 97% 52% $10,867 145 1,028 $9,984 11.5x 10.4 23.4x 19.8 36.7x 31.5 76% 82% 32% 105% 58% $11,305 145 1,028 $10,422 12.0x 10.8 24.5x 20.6 38.2x 32.8 83% 90% 37% 112% 64% $11,744 145 1,028 $10,861 12.5x 11.3 25.5x 21.5 39.6x 34.0 89% 97% 42% 120% 70% $12,182 145 1,028 $11,300 13.0x 11.7 26.5x 22.4 41.1x 35.3 Illustrative Share Price: Implied Premiums Premium to Current Price Premium to Enterprise Value Premium to LTM High Share Price Premium to LTM Low Share Price Premium to LTM Average Share Price Valuation & Multiples Fully-Diluted Equity Value (1) Plus: Debt (2) Less: Cash (2) Fully-Diluted Enterprise Value Revenue Multiples CY10E CY11E EBITDA Multiples CY10E CY11E Earnings Multiples CY10E CY11E Statistic 14.78 3,579 19.75 12.71 16.48 23.00 $36.81 56% 59% 16% 81% 40% $9,989 145 1,028 $9,107 10.5x 9.5 21.4x 18.0 33.8x 29.0 24.00 $38.42 62% 67% 22% 89% 46% $10,428 145 1,028 $9,545 11.0x 9.9 22.4x 18.9 35.2x 30.2 29.00 $46.42 96% 105% 47% 128% 76% $12,621 145 1,028 $11,738 13.6x 12.2 27.6x 23.2 42.6x 36.6 30.00 $48.02 103% 113% 52% 136% 82% $13,060 145 1,028 $12,177 14.1x 12.6 28.6x 24.1 44.1x 37.8

/ / / / /

$23.66 $5,728 $31.61 $20.34 $26.38

Note: Current market prices as of January 24, 2011, converted from GBP to USD at a constant spot exchange rate of 1.60. (1) Shares outstanding based on Autonomy Form 6-K for the period ended September 30, 2010 and options outstanding based on Autonomy Annual Report for the period ended December 31, 2009. (2) Net Debt based on Autonomy Form 6-K for the period ended September 30, 2010. Includes 500 ($800) convertible debt with strike price of 20.63 ($33.03). (3) Projections based on Bank of America Merrill Lynch research as of October 19, 2010.