Amendment to the Terms of Convertible Loan Stock March 2016

Sopheon plc (“Sopheon”, the “Company” or the “Group”) announces that it has reached agreement with the holders of its convertible loan stock to defer maturity from 31 January 2017, to 31 January 2019.

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 members of the Board and senior management team. The Loan Stock was due to mature on 31 January 2017. The holders of the Loan Stock have now agreed to extend the maturity date of the loan stock by two years, to 31 January 2019. The conversion price of the Loan Stock remains unchanged at 76.5p per ordinary share. The interest rate of the Loan Stock remains unchanged at 8 percent per annum. Board members with an interest in the Loan Stock are Barry Mence (£640,000), Andrew Michuda (£45,000), Arif Karimjee (£27,000) and Stuart Silcock (£200,000). The current substantial shareholder in the Company with an interest in the Loan Stock is Rivomore Limited (£640,000).

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

Irrevocable undertakings have been received from Loan Stock holders, including all those named above, representing almost £1.9m of the Loan Stock, being approximately 93 per cent of the Loan Stock, to vote in favour of a resolution to authorise the amendment of the maturity date of the Loan Stock instrument, at a forthcoming general meeting of Loan Stock holders.