Amendment To The Terms of Convertible Loan Stock

Sopheon plc (“Sopheon” or “the Group”) announces that it has reached agreement with the holders of its convertible loan stock to defer maturity from 31 January 2015, to 31 January 2017.

In 2009 and 2011, the Company issued a total of £2m of convertible unsecured loan stock (the “Loan Stock”) to a group of investors including key members of the Board and senior management team. The Loan Stock was due to mature on 31 January 2015. The holders of the Loan Stock have now agreed to extend the maturity date of the loan stock by two years, to 31 January 2017. The extension is coupled with modification of the conversion price of the Loan Stock to 76.5p per ordinary share, being the closing mid market price on AIM on Friday, 30 May 2014.

As a result of this extension, the Loan Stock will continue to be classified as a long-term liability in the Company’s balance sheet to be drawn up at 30 June 2014.

The extension of the maturity date and modification of the conversion price of the Loan Stock constitute a related party transaction for the purposes of AIM Rule 13. In accordance with the AIM Rules for Companies, Daniel Metzger, having consulted with the Company’s Nominated Adviser, finnCap Limited, has acted as independent director with respect to this transaction and considers that the amendments to the terms of the Loan Stock are fair and reasonable insofar as the Company’s shareholders are concerned.