QLIK Qlik Technologies Inc. (MM)

EXECUTIVE COMPENSATION ARRANGEMENTS

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the payment of certain compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger, as disclosed in the section captioned “The Merger — Interests of Qlik’s Directors and Executive Officers in the Merger,” beginning on page 63 of this proxy statement.

We are asking stockholders to indicate their approval of the various compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger. These payments are set forth in the section captioned “The Merger — Interests of Qlik’s Directors and Executive Officers in the Merger,” beginning on page 63 of this proxy statement, and the accompanying footnotes. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of Qlik’s overall compensation program for our named executive officers and previously have been disclosed to stockholders as part of the Compensation Discussion and Analysis and related sections of our annual proxy statements. These historical arrangements were adopted and approved by the Compensation Committee of the Board of Directors, which is composed solely of non-management directors, and are believed to be reasonable and in line with marketplace norms.

Accordingly, we are seeking approval of the following resolution at the Special Meeting:

“RESOLVED, that the stockholders of Qlik Technologies Inc. approve, on a nonbinding, advisory basis, the compensation that will or may become payable by Qlik to its named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section captioned “The Merger — Interests of Qlik’s Directors and Executive Officers in the Merger.”

Stockholders should note that this proposal is not a condition to completion of the Merger, and as an advisory vote, the result will not be binding on Qlik, the Board of Directors, Parent or the named executive officers. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated our named executive officers will be eligible to receive the compensation that is based on or otherwise relates to the Merger in accordance with the terms and conditions applicable to the underlying plans and agreements and the Merger Agreement.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Parties Involved in the Merger

Qlik Technologies Inc.

150 N. Radnor Chester Road, Suite E220

Radnor, Pennsylvania 19087

Qlik is a leader in visual analytics. Its portfolio of products meets customers’ growing needs from reporting and self-service visual analysis to guided, embedded and custom analytics. Approximately 39,000 customers rely on Qlik solutions to gain meaning out of information from varied sources, exploring the hidden relationships within data that lead to insights that ignite good ideas.

Qlik’s common stock is listed on NASDAQ under the symbol “QLIK”.

Project Alpha Holding, LLC

c/o Thoma Bravo, LLC

600 Montgomery Street, 20th Floor

San Francisco, CA 94111

Project Alpha Holding, LLC was formed on May 31, 2016, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Project Alpha Merger Corp.

c/o Thoma Bravo LLC

600 Montgomery Street, 20th Floor

San Francisco, CA 94111

Merger Sub is a wholly owned indirect subsidiary of Parent and was formed on May 31, 2016, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Parent and Merger Sub are each affiliated with Thoma Bravo and the Thoma Bravo Funds. In connection with the transactions contemplated by the Merger Agreement, (1) the Thoma Bravo Funds, have, in the aggregate, provided to Parent equity commitments of up to $1,799,500,000; and (2) Parent has obtained debt financing commitments from the Lenders for an aggregate amount of $1.075 billion, comprised of a $1.0 billion term loan facility, which will be available to fund a portion of the payments contemplated by the Merger Agreement, and a $75 million revolving credit facility (in each case, pursuant to the terms and conditions as described further under the caption “The Merger — Financing of the Merger,” beginning on page 69 of this proxy statement.) After giving effect to the Merger, Qlik, as the Surviving Corporation, will be affiliated with Thoma Bravo.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Qlik, and Qlik will continue as the Surviving Corporation and as a wholly owned subsidiary of Parent. As a result of the Merger, our common stock will no longer be publicly traded and will be

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delisted from NASDAQ. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

Effect on Qlik if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Qlik will remain an independent public company, our common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Qlik operates and risks related to adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, the price of our common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of common stock. If the Merger is not completed, the Board of Directors will continue to evaluate and review Qlik’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate. If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board of Directors will be offered or that Qlik’s business, prospects or results of operation will not be adversely impacted.

Upon termination of the Merger Agreement under specified circumstances, Qlik will be required to pay Parent a termination fee of $103,350,000. Parent will be required to pay to Qlik a reverse termination fee of $206,710,000 if the Merger Agreement is terminated under different specified circumstances. In addition, in certain circumstances, Qlik will be required to reimburse Parent for up to $5,000,000 of its expenses associated with the transactions contemplated by the Merger Agreement (with such reimbursement deducted from the termination fee, should it not be payable at the time of such termination but subsequently become payable). For more information please see the section captioned “The Merger Agreement — Termination Fees and Expense Reimbursement,” beginning on page 103 of this proxy statement.

Merger Consideration

In the Merger, each outstanding share of common stock (other than shares owned by (1) Parent or Merger Sub and (2) stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Per Share Merger Consideration.

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described below under the caption “— Appraisal Rights,” beginning on page 72 of this proxy statement.)

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Background of the Merger

As part of its ongoing evaluation of Qlik’s business, the Board of Directors, together with senior management, regularly reviews and assesses Qlik’s strategic direction, financial performance and business plans with a view towards strengthening Qlik’s business and identifying opportunities to increase stockholder value. As part of this evaluation, the Board of Directors has from time to time considered a variety of strategic alternatives for Qlik, including transactions with companies in the technology or enterprise software sector (whether structured as a merger, sale of Qlik, joint venture or transformative acquisition by Qlik), significant additional cost-cutting initiatives to drive margin enhancement, acceleration of investment in Qlik’s cloud-based technologies and a leveraged recapitalization (either on a standalone basis or through a debt or equity investment by a private equity firm). During the period since Qlik’s initial public offering in 2010 and prior to the contacts described below and the process that resulted in Qlik’s entry into the Merger Agreement, Qlik had from time to time been involved in preliminary discussions with one (1) potential strategic merger partner and four (4) potential strategic buyers for Qlik’s business. However, none of these discussions resulted in any proposal by the parties to such discussions as to a potential transaction. In each case, the relevant strategic counterparty did not ultimately pursue a transaction with Qlik. Each of these relevant strategic counterparties were contacted by Qlik’s financial advisor in connection with the process that resulted in the entry into the Merger Agreement.

In early November 2015, a representative of a private equity firm (“ Party A ”) contacted Mr. Björk by telephone and requested a meeting. Mr. Björk discussed this request with Mr. Golden. Mr. Björk subsequently met with such representative of Party A on November 17, 2015, at which meeting Mr. Björk provided a general introduction as to Qlik and its business and Party A did not express an intent to make a proposal.

On February 12, 2016, a representative of Thoma Bravo contacted Mr. Björk by email and requested a meeting. Although correspondence was exchanged as to the possibility of a meeting between the representative and Mr. Björk or Mr. MacCarrick, no meeting occurred prior to subsequent events described below due to scheduling difficulties.

On February 18, 2016, the Board of Directors held a meeting in New York City attended in person or telephonically by members of senior management and representatives of Morgan Stanley during which, among other things, representatives of Morgan Stanley provided its views as to trends in shareholder activism and the likelihood and reasons that an activist investor might pursue an investment in Qlik.

On March 3, 2016, a representative of Elliott contacted Mr. Björk by telephone and indicated that Elliott had acquired an investment in Qlik and would be filing a Schedule 13D later that day. Later that day, Elliott and certain of its affiliates filed with the SEC a Statement on Schedule 13D (the “13D”), disclosing that Elliott and its affiliates had accumulated beneficial ownership of approximately 5.0% of Qlik’s outstanding common stock and additionally held economic exposure to approximately 3.9% of Qlik’s outstanding common stock pursuant to notional principal amount derivative agreements. Elliott stated in the 13D that it believed that Qlik’s shares were significantly undervalued and that it was commencing a dialogue with Qlik’s management and the Board of Directors regarding strategic and operational opportunities that had the potential to increase stockholder value. On the same day, the Board of Directors met telephonically with members of senior management and representatives of Morgan Stanley to discuss, among other things, the 13D and the communication from Elliott.

On March 4, 2016, Deborah Lofton, Vice President, General Counsel & Secretary of Qlik, met telephonically with representatives of Skadden, Arps, Slate, Meagher & Flom LLP (“ Skadden ”) to discuss Qlik’s engagement of Skadden in connection with various matters.

On March 4, 2016, two affiliates of Elliott, Elliott International Limited and Elliott Associates L.P., each filed a Notification and Report Form (“ HSR Filing ”), pursuant to the HSR Act, indicating that each intended to acquire an amount of Qlik voting securities in excess of $78.2 million. Qlik made corresponding HSR Filings on March 21, 2016. The waiting period required under the HSR Act was terminated on March 28, 2016, after which time Elliott International Limited and Elliott Associates L.P. became eligible to consummate acquisitions of Qlik shares valued at up to $156.3 million each without being required to make an additional HSR Filing.

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On March 7, 2016, Mr. Björk and Mr. MacCarrick met over dinner with representatives of Party A in Devon, Pennsylvania.

On March 8, 2016, Mr. Björk and Mr. MacCarrick met with representatives of Party A in Radnor, Pennsylvania.

Also on March 8, 2016, the Board of Directors received a letter from Elliott (the “ March 8 Letter ”). The March 8 Letter outlined Elliott’s views of Qlik’s recent performance, cost structure, operating margins and licensing model, including relative to peers and competitors, citing similar views from unnamed investors, analysts and customers, and urged the Board of Directors to either execute significant operational and management changes or explore strategic alternatives in a sale process. The March 8 Letter expressed that Elliott viewed a sale of Qlik as the preferred course as Elliott believed a sale process would attract several interested parties (including unnamed financial buyers and industry participants purportedly contacted directly by Elliott) and maximize stockholder value.

On March 9, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it discussed the March 8 Letter, the concerns identified in the letter (including as to recent performance, perceptions of management, cost structure and operating margin performance and Qlik’s licensing model), and Elliott’s views as to potential changes for Qlik and its business. In addition, the Board of Directors discussed the proposed engagement of Morgan Stanley in connection with stockholder relations and defense matters and requested that Morgan Stanley work with management to provide initial views in the near term on the range of potential alternatives available to Qlik to maximize stockholder value, including initial views on Qlik’s long-term prospects as a standalone company under various alternative scenarios, financial options (e.g., a recapitalization), and the possibility of a significant M&A transaction, for the purpose of the Board of Directors’ consideration of whether to review such alternatives in greater detail. The Board of Directors also discussed that certain private equity firms had contacted Qlik’s management after the filing of the 13D and authorized Qlik management to meet with these firms to better understand their potential interest in Qlik.

On March 10, 2016, a representative of Morgan Stanley met telephonically with a representative of a private equity firm (“ Party B ”) to better understand Party B’s potential interest in Qlik.

On March 11, 2016, a representative of Morgan Stanley met telephonically with a representative of Thoma Bravo to better understand Thoma Bravo’s potential interest in Qlik.

Also on March 11, 2016, Mr. Björk and Mr. MacCarrick met with representatives of Party B in Radnor, Pennsylvania.

On March 15, 2016, Bruce Golden, the Chairman of the Board of Directors and an independent director, and Steffan Tomlinson, another independent director, participated in a conference call with representatives of Elliott. On March 18, 2016, Mr. Björk and Mr. MacCarrick met with representatives of Elliott in Radnor, Pennsylvania. Thereafter, from time to time following requests by Elliott, Mr. Golden and Mr. Tomlinson met telephonically with representatives of Elliott. In each case, the purpose of these meetings from the perspective of the Board of Directors was to listen to and better understand Elliott’s views as a significant stockholder of Qlik.

On March 21, 2016, the Board of Directors held a meeting in San Francisco, California attended in person or telephonically by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it received an update on Qlik’s first quarter business performance and on the recent interactions between Mr. Golden, Mr. Tomlinson, Mr. Björk and Mr. MacCarrick with Elliott. Representatives of Skadden discussed with the Board of Directors the due diligence process that Skadden had conducted as to Morgan Stanley’s potential conflicts of interest relative to Elliott. Following review of these findings, the Board of Directors approved the retention of Morgan Stanley as financial advisor to the Board of Directors in connection with stockholder relations and defense matters, following which Qlik countersigned and delivered to Morgan Stanley an engagement

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letter dated March 16, 2016. A representative of Morgan Stanley indicated that a representative of Elliott had contacted Morgan Stanley on or around March 11, 2016 and requested the opportunity to meet with such representative of Morgan Stanley. The Board of Directors authorized Morgan Stanley to meet with Elliott’s representative in order to better understand Elliott’s views as a stockholder. Representatives of Skadden discussed with the Board of Directors their fiduciary duties in connection with the various matters to be discussed at the meeting. Representatives of Morgan Stanley then discussed with the Board of Directors their preliminary views of various strategic alternatives for Qlik, including pursuing a standalone path as a public company and a potential sale to a strategic or financial buyer, and noted that based on such preliminary views a sale transaction could potentially be a value-maximizing strategy for Qlik. The standalone path as a public company was discussed under various scenarios as to investment in growth opportunities and significant additional cost-cutting (in addition to cost-cutting measures already taken by management) to drive margin enhancement, as well as financial options such as a leveraged recapitalization. The forecasts used by Morgan Stanley for purposes of developing its preliminary views of such strategic alternatives included street forecasts, a five-year “steady state” scenario for Qlik prepared by management as well as an additional hypothetical scenario in which Qlik would look to improve margins more aggressively. The Board of Directors instructed management to continue to refine and develop a management forecast for future review by the Board of Directors in order to assess the desirability of reviewing strategic alternatives, noting the difficulty of predicting how transitioning to cloud-based delivery for Qlik’s products would affect such forecasts and other uncertainties and changes affecting Qlik’s business. The Board of Directors determined that management, with the assistance of Morgan Stanley, should initiate contact with a broad range of potential strategic and financial buyers along the parameters recommended by Morgan Stanley in order for the Board of Directors to assess the availability of a sale transaction and whether such an alternative, if available, would be in the best interests of Qlik and its stockholders.

On March 22, 2016, a representative of Morgan Stanley spoke with a representative of Elliott. Thereafter, from time to time in response to outreach by Elliott, such representative of Morgan Stanley met telephonically or in person with such representative of Elliott. In each case, the purpose of these meetings from the perspective of the Board of Directors was for Morgan Stanley to better understand Elliott’s views as a significant stockholder of Qlik and to report these views to the Board of Directors. On several occasions through the time of entry into the Merger Agreement, representatives of Elliott proposed a non-disclosure agreement with Qlik. At the end of May 2016, Elliott provided a draft of such an agreement to Morgan Stanley, and representatives of Skadden engaged in discussions with Elliott’s counsel at Schulte Roth & Zabel LLP related thereto; however, no non-disclosure agreement was entered into by the parties.

During the period from March 24, 2016 through May 5, 2016, Morgan Stanley contacted twenty-four (24) potential counterparties (twelve (12) strategic and twelve (12) financial buyers), including Party A, Party B and Thoma Bravo. Of the parties contacted, three (3) strategic and eleven (11) financial buyers executed confidentiality agreements. All standstill obligations applicable under such confidentiality agreements terminated upon Qlik’s entry into the Merger Agreement. Each party that entered into a confidentiality agreement was offered a management presentation by Qlik; in addition, two (2) strategic parties declined to enter into confidentiality agreements and instead met with Qlik management and received a presentation based on publicly available information.

On March 25, 2016, Reuters reported that Qlik had begun exploring strategic alternatives after coming under pressure from an activist shareholder, and further reported that Qlik was working with Morgan Stanley to explore a potential sale, in each case citing unnamed sources.

On March 28, 2016, Elliott amended its 13D to disclose that it had increased its position in Qlik and, as of that date, held beneficial ownership of approximately 5.0% of Qlik’s outstanding common stock and additional economic exposure to approximately 5.8% of Qlik’s outstanding common stock pursuant to notional principal amount derivative agreements.

On April 1, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it received a

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process update regarding the review of strategic alternatives, and specifically received an update from Morgan Stanley on potential strategic and financial buyers contacted to date and the proposed timetable for conducting management presentations. The Board of Directors also received an update on preliminary first quarter results and then reviewed a refined draft five-year management forecast which was materially consistent with the “steady state” scenario for Qlik provided to the Board of Directors at the March 21, 2016 meeting and used to develop Morgan Stanley’s preliminary views on strategic alternatives. Morgan Stanley provided an update that Party A and Party B were requesting permission to partner in their review of a potential transaction, and that Party B had also expressed an interest in pursuing a private investment in public equity (“ PIPE ”) transaction in lieu of a sale transaction. Representatives of Morgan Stanley advised the Board of Directors that if the request were not granted at such time, Morgan Stanley anticipated Party B would cease working on the transaction and Party A would slow down its efforts until it was allowed to partner with another firm, due to the fact neither firm would likely be willing to proceed as a standalone bidder due to the significant size of the equity investment in an acquisition of Qlik. In the view of Morgan Stanley, allowing Party A and Party B to partner in their review and potential bid would increase competition in the process by enabling the joint bid to progress more quickly and thereby compete more effectively with strategic buyers and financial sponsors. At such time, one of the twelve (12) strategic buyers contacted by Morgan Stanley had declined to participate in the process. Based on the foregoing, the Board of Directors determined that allowing Party A and Party B to partner in their review and potential bid would be in the best interests of Qlik and its stockholders and authorized such request.

On April 4, 2016, members of Qlik senior management met over dinner with representatives of Party A and Party B in Radnor, Pennsylvania to discuss Qlik’s business.

During the period from April 5, 2016 through April 25, 2016, Qlik management conducted management presentations attended by four (4) potential strategic acquirers and ten (10) potential financial sponsors in total (including separately each of Party A and Party B). All ten (10) of the financial sponsors who received management presentations received access to an electronic data room containing due diligence materials. These parties were able to perform due diligence on Qlik’s business and were given access to Qlik’s management team for follow-up due diligence requests. None of the strategic buyers who received management presentations requested data room access or expressed an intent to submit a proposal to acquire Qlik prior to the date of entry into the Merger Agreement. Two (2) of these strategic buyers requested and received a written copy of the management presentation following the meeting and responses to specific follow-up informational requests (including, in the case of one strategic buyer, a follow-up teleconference with Qlik management).

On April 5, 2016, Qlik management conducted a management presentation attended by Parties A and B at Qlik’s headquarters in Radnor, Pennsylvania.

Also on April 5, 2016, members of Qlik senior management met over dinner with representatives of Thoma Bravo in Radnor, Pennsylvania to discuss Qlik’s business.

On April 6, 2016, Qlik management conducted a management presentation attended by Thoma Bravo at Qlik’s headquarters in Radnor, Pennsylvania.

On April 11, 2016, the Board of Directors held a special meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, Morgan Stanley provided an update on developments related to the process to explore sale alternatives, including potential strategic and financial buyers contacted to date by Morgan Stanley, the status of management presentations and the level of interest among potential buyers who had received management presentations, noting that each of the four strategic buyers who had requested management presentations to date had scheduled these for the week of April 18 (after presentations to most of the financial buyers). Representatives of Morgan Stanley also updated the Board of Directors on requests by financial buyers to discuss the proposed transaction with their respective debt and equity financing sources and expressed their view that financial buyers were unlikely to continue work on the transaction unless given authority to engage in discussions with potential debt financing sources at such time and that this would enhance competition in the process by enabling private equity buyers to more effectively compete

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with strategic buyers. Based on the foregoing, the Board of Directors determined to allow each private equity buyer who had completed a management presentation to engage with debt financing sources, subject to various limitations discussed with Morgan Stanley and Skadden intended to preserve the confidentiality of bids and prevent a bidder from locking up a financing source.

Also on April 11, 2016, a financial buyer (“ Party C ”), one of the ten financial sponsors who received management presentations, contacted Morgan Stanley and communicated that it was interested in learning more about Qlik and thereafter conducted due diligence.

On April 15, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it received an update on developments related to the process to explore sale alternatives, including potential strategic and financial buyers contacted to date by Morgan Stanley, the status of management presentations and the level of interest among potential buyers who had received management presentations. Representatives of Morgan Stanley advised implementing a near term “checkpoint” bid for financial buyers to encourage interested private equity buyers to progress their work towards a bid to enable such private equity buyers to more effectively compete with strategic buyers and to narrow the size of the process and focus on more engaged buyers. The Board of Directors then approved requesting initial non-binding indications of interest from financial buyers by April 26, 2016. A representative of Morgan Stanley also updated the Board of Directors regarding a meeting with a representative of Elliott, who had asserted that he was in direct contact with potential bidders participating in Qlik’s process, including Thoma Bravo, as well as prospective financing sources. The Elliott representative expressed his desire for Qlik to be acquired and for Qlik to publicly announce that it was reviewing strategic alternatives, noting that Elliott intended to deliver a letter to the Board of Directors prior to Qlik’s upcoming April 28, 2016 earnings call. The Board of Directors discussed their concerns as to potential unauthorized disclosures in connection with the process and the need to reinforce with bidders and their potential financing sources their confidentiality obligations. Also at the April 15, 2016 meeting, the Board of Directors reviewed a refined draft six-year management forecast which was materially consistent with the projections provided to the Board of Directors at the April 1, 2016 meeting, which reflected input from directors to management over the prior two weeks and reflected management’s forecast for an additional year, for the purpose of providing a forecast to bidders participating in the process (such forecast being the “Bidder Case” described under the section captioned “—Certain Financial Projections” below). The Board of Directors authorized Qlik and Morgan Stanley to provide the Bidder Case to bidders and discussed the need for creation of management forecasts with additional refinement and potentially reflecting various sensitivities or alternative assumptions, for the purpose of further informing the Board of Directors’ view of Qlik’s intrinsic value. Members of the Board of Directors discussed a number of factors and risks that could affect the long-term plan for Qlik, including the ability to improve margin performance and reduce G&A spending and the impact on growth rates, as well as timing and financial impact associated with the company’s Qlik Sense product transition and transitioning to cloud-based product technologies. Representatives of Skadden discussed with the Board of Directors the initial due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to the large number of bidders identified to date in the process, noting that the engagement letter contemplated that additional due diligence would be conducted as the process progressed as to a smaller number of relevant bidders (including as to portfolio companies of private equity bidders). Following review of these findings, the Board of Directors authorized the retention of Morgan Stanley as financial advisor to the Board of Directors in connection with Qlik’s review of strategic alternatives, including a potential sale transaction. Following the meeting, Qlik entered into an engagement letter with Morgan Stanley dated April 15, 2016, in connection with its review of strategic alternatives, including a sale transaction.

Also on April 15, 2016, Qlik management conducted a due diligence session with representatives of Thoma Bravo at Qlik’s headquarters in Radnor, Pennsylvania.

On April 18, 2016, the Board of Directors received a letter from Elliott (the “April 18 Letter”). The April 18 Letter continued to urge the Board of Directors to pursue an immediate sale process, reiterated Elliott’s view that stockholders would be highly supportive of such a process, and noted that Qlik’s stock price had increased 16% since the filing of the 13D.

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Also on April 18, 2016, Qlik management conducted two management presentations, each attended by a potential strategic buyer.

Also on April 18, 2016, members of Qlik management and Morgan Stanley conducted due diligence sessions with representatives of Party A and Party B in San Francisco, California.

On April 18 and April 19, 2016, initial bid process letters were sent to Thoma Bravo, Party A, Party B, Party C and five (5) other financial sponsors.

Also on April 19, 2016, members of Qlik management and Morgan Stanley conducted due diligence sessions with representatives of Party A and Party B in San Francisco, California.

Also on April 19, 2016, Qlik management conducted a management presentation attended by a potential strategic buyer.

On April 21, 2016, members of Qlik management and Morgan Stanley met telephonically with representatives of Party A and Party B and conducted an in-depth discussion of Qlik’s product offerings. Mr. Björk also met over dinner with the chief executive officer of one of Party A’s portfolio companies.

Also on April 21, 2016, members of Qlik management conducted two management presentations attended by a potential strategic buyer (“ Strategic Party 1 ”) and a potential financial buyer (“ Party D ”).

On April 22, 2016, members of Qlik management and Morgan Stanley conducted due diligence sessions with representatives of Party C.

On April 22, 2016, members of Qlik management and Morgan Stanley conducted due diligence sessions with representatives of Party A and Party B.

On April 25, 2016, members of Qlik management conducted a due diligence session with representatives of Party A and Party B at Qlik’s headquarters in Radnor, Pennsylvania.

On April 26, 2016, three (3) parties (Party A and Party B (as a joint bid), Party C and Thoma Bravo) presented written preliminary non-binding indications of interest. Party A and Party B jointly indicated a per share price in the $30–$31 range, while Thoma Bravo’s indication of interest was in the $32–$34 range. Party C did not propose an acquisition of Qlik, but instead submitted a letter expressing interest in a PIPE transaction involving a purchase of convertible notes at an unspecified premium to market. One other financial sponsor (“ Party E ”) verbally expressed interest in a PIPE transaction or, alternatively, an acquisition transaction at the current trading price of Qlik’s common stock. The closing price of Qlik common stock on April 26, 2016 was $28.44.

Also on April 26, 2016, the Board of Directors received a letter from Elliott (the “ April 26 Letter ”). The April 26 Letter expressed Elliott’s views regarding Qlik, which were consistent with the views outlined in the March 8 Letter.

On April 27, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden, at which, among other things, management provided an update on first quarter performance for Qlik’s business and the quarterly report to be filed following the upcoming April 28, 2016 earnings call. Management also provided an update on management’s progress on developing four alternative forecast cases to the Bidder Case for the purpose of further informing the Board of Directors’ view of Qlik’s intrinsic value and confirmed certain parameters and key assumptions for such alternative forecast cases (the four alternative forecast cases, as later refined and approved by the Board of Directors, were the “Higher Revenue Growth Rates Case,” the “Faster Margin Improvement Case,” the “Aggressive Cloud Strategy Case” and the “Historical Performance Case” described under the section captioned

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“—Certain Financial Projections” below). Representatives of Morgan Stanley also summarized the checkpoint bids received from financial buyers and follow-up discussions with financial buyers who had not submitted checkpoint bids and updated the Board of Directors that Strategic Party 1 had followed up to express interest in continued due diligence, but that the three (3) other strategic buyers who received management presentations during the week of April 18 had either declined or were perceived by Morgan Stanley as likely to decline to pursue an acquisition of Qlik. Morgan Stanley discussed with the Board of Directors that two (2) strategic buyers who had declined management presentations (“ Strategic Party 2 ” and “ Strategic Party 3 ”, respectively) had expressed a desire to be kept informed as to whether Qlik would be sold at the conclusion of its process, noting that these strategic buyers would not require financing and were capable of moving quickly if interested in acquiring Qlik. The Board of Directors authorized Morgan Stanley to reinitiate contact with each of Strategic Parties 2 and 3 at an appropriate time as the process continued. In addition, the Board of Directors discussed with Morgan Stanley and Skadden the PIPE structure proposed by several private equity firms. Although the Board of Directors desired to continue to evaluate a PIPE or leveraged recapitalization along with other strategic alternatives, these structures were viewed as unlikely to be in the best interests of Qlik and its stockholders, including due to Qlik’s existing cash balance and, in the case of a PIPE transaction that would increase Qlik’s cash balance, the perceived lack of any available acquisition candidate or merger partner that would be transformative to Qlik’s business. Representatives of Morgan Stanley then updated the Board of Directors that during the past week representatives of Elliott (including a representative focused on strategic private investments in debt and equity rather than hedge fund investing) had contacted Morgan Stanley to express a desire to provide debt financing in connection with a sale transaction for Qlik, either by partnering with a specific debt financing source, which debt financing source was at that time working with Party A, Party B, Party C and Thoma Bravo, or by working directly with Party A or Thoma Bravo. Representatives of Skadden further updated the Board of Directors that they had subsequently discussed with this debt financing source its confidentiality obligations and its processes for preventing inappropriate flow of information among deal teams working with different bidders. The Board of Directors determined that it would not be in the best interests of Qlik or its stockholders to authorize Elliott to pursue a debt financing role at such time, given that multiple debt financing sources appeared to be available to bidders (and no bidder had expressed an interest in working with Elliott) and that Elliott, if allowed to participate as a debt financing source, would have an interest in the outcome of the transaction that would differ from the interests of other stockholders of Qlik. In addition, the Board of Directors viewed Elliott’s interest in providing debt financing, contact with a potential debt financing source to multiple bidders and contact with potential bidders as presenting significant risk to the competitive integrity and confidentiality of the overall process, and directed Qlik and its advisors to remind bidders and their financing sources of their confidentiality obligations.

On the evening of April 27, 2016, Bloomberg reported that Qlik had received preliminary offers from Thoma Bravo and two other private equity firms in connection with a deadline for first round proposals on April 26, 2016 and that another private equity firm was considering making an offer. The Bloomberg article cited unnamed sources.

On the morning of April 28, 2017, Qlik reported results for the first fiscal quarter of 2016, which exceeded management’s prior guidance for the period.

During the period from April 29, 2016 through May 31, 2016, Thoma Bravo conducted extensive confirmatory due diligence. Party A and Party B continued due diligence during this period.

Also on April 29, 2016, members of Qlik management held a product technology due diligence session with Strategic Party 1.

On April 30, 2016, a bid process letter was sent to a financial sponsor that had met with Qlik management later in the management presentation schedule, specifying a later deadline of May 2, 2016. This financial sponsor subsequently declined to pursue an acquisition of Qlik.

On May 3, 2016, Party D verbally expressed interest in pursuing a PIPE transaction or other minority stake or, alternatively, in participating in an acquisition of Qlik with another financial sponsor acting as the lead investor at a valuation in the range of $30.50 to 32.00.

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On May 6, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it reviewed the Higher Revenue Growth Rates Case, the Faster Margin Improvement Case, the Aggressive Cloud Strategy Case and the Historical Performance Case and authorized Morgan Stanley to use these alternative scenarios, together with the Bidder Case, for purposes of preparing financial analyses with respect to Qlik and its evaluation of strategic alternatives. Representatives of Morgan Stanley also provided an update on communications received from Elliott as to its interest in providing debt financing and request for a non-disclosure agreement. Representatives of Morgan Stanley provided an update on the level of interest and engagement among potential strategic and financial buyers contacted to date by Morgan Stanley, including that Strategic Party 1 had informed Morgan Stanley it was less likely to proceed and needed one to two weeks to further evaluate, that Morgan Stanley recommended reaching out to Strategic Parties 2 and 3 closer to a final bid deadline and that only one of the large technology companies contacted following April 11, 2016 had expressed interest in potentially receiving a management presentation (“ Strategic Party 4 ”). In addition, representatives of Morgan Stanley provided an update regarding their follow-up discussions with Party C during the week of May 2, 2016, and indicated that none of Party C, Party D or Party E appeared likely to pursue an acquisition of 100% of Qlik. Upon the recommendation of Morgan Stanley, the Board of Directors authorized Qlik to permit Party A, Party B and Thoma Bravo to each engage with equity financing sources, subject to various limitations discussed with Morgan Stanley and Skadden intended to preserve confidentiality of bids and prevent a bidder from locking up a financing source.

On May 9, 2016, Mr. Björk and Mr. MacCarrick met with representatives of Thoma Bravo in Radnor, Pennsylvania.

On May 10, 2016, Morgan Stanley sent final bid process letters to Party A, Party B and Thoma Bravo, requesting marked drafts of Qlik’s proposed form of merger agreement by May 23, 2016, and setting a final bid deadline of May 31, 2016. Members of Qlik management and Morgan Stanley also conducted a full-day due diligence session with representatives of Thoma Bravo.

On May 12, 2016, Qlik held its annual stockholder meeting in Philadelphia, Pennsylvania. Following this meeting, the Board of Directors held a meeting attended in person or telephonically by members of senior management and representatives of Morgan Stanley, Skadden and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, legal counsel to Qlik (“Gunderson”). Representatives of Skadden and Gunderson reviewed the directors’ fiduciary duties. Among other matters discussed, the Board of Directors received an update on the level of interest and engagement among potential strategic buyers, including that Strategic Party 1 appeared unlikely to proceed and had not continued to engage, that Morgan Stanley had met with Strategic Party 2 to assess their interest and had scheduled a meeting with Strategic Party 3 and that Strategic Party 4 had not continued to engage. The Board of Directors also received an update on the level of interest and engagement among potential financial buyers, noting that Thoma Bravo appeared more engaged than Party A and Party B. Representatives of Morgan Stanley also reviewed with the Board of Directors their preliminary financial analyses. The Board of Directors discussed the strategic alternatives available to Qlik, including continuing as a standalone public company while implementing alternatives reflected by the Management Projections, a leveraged recapitalization (either on a standalone basis or through a debt or equity investment by a private equity firm), or a sale of Qlik to a strategic or financial buyer to the extent available on attractive terms, and determined to continue to evaluate each of these alternatives while engaging with interested potential buyers. The Board of Directors expressed concern over the effect of leaks to the media and other unauthorized disclosures on Qlik’s process for seeking potential buyers, including concern that remaining private equity buyers would cease to be willing to participate in the process or alter their bidding strategies as a result of speculation concerning the process or inappropriate flow of information. Representatives of Skadden and Gunderson also reviewed with the Board of Directors key terms of Qlik’s draft merger agreement which was to be provided to bidders.

On May 13, 2016, Morgan Stanley distributed the draft merger agreement to Party A, Party B and Thoma Bravo.

On May 20, 2016, a representative of the consortium of Party A and Party B contacted a representative of Morgan Stanley and expressed that Party A and Party B would not be able to complete their due diligence by the

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final bid deadline and that their joint bid was unlikely to propose a transaction at a price above the current trading price of Qlik’s common stock. The closing price of Qlik common stock on May 20, 2016 was $30.95.

On May 25, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, representatives of Skadden discussed with the Board of Directors the further due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to Party A, Party B, Thoma Bravo and certain of their respective portfolio companies known to Morgan Stanley, as well as updated due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to Elliott. The Board of Directors reviewed these findings and determined that it would be in the best interests of Qlik and its stockholders for the Board of Directors to continue to use Morgan Stanley as its financial advisor.

On May 25, 2016, Skadden received a markup of the draft merger agreement as well as, on May 26, 2016, drafts of Thoma Bravo’s forms of equity commitment letter and limited guaranty, from Thoma Bravo’s legal counsel, Kirkland & Ellis LLP (“ Kirkland ”).

On the morning of May 27, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it authorized the formation of a transaction committee of the Board of Directors, comprised of Mr. Gavin, Mr. Golden and Mr. Tomlinson (the “ Transaction Committee ”), to permit efficient involvement by the Board of Directors in the review, evaluation and negotiation of a potential sale transaction and related oversight of Qlik management and Qlik’s advisors. In particular, the Board of Directors viewed the formation of this committee as beneficial given the possibility that following receipt of final bids, if any, it could be desirable to seek to finalize proposed terms quickly given the potential for further leaks to the media as to the process and the resulting significant risks to that process. The Transaction Committee was not authorized to approve or adopt a merger agreement and was instead directed to report to the Board of Directors its findings and recommendations as to whether a potential sale transaction was advisable and in the best interests of Qlik and its stockholders.

Later on May 27, 2016, representatives of Skadden met telephonically with representatives of Kirkland to discuss certain elements of Thoma Bravo’s markup of the draft merger agreement, including the circumstances under which the Board of Directors would be permitted to change its recommendation to Qlik stockholders, the size of the termination fee payable by Qlik, the circumstances under which Qlik would be obligated to pay a termination fee and expense reimbursement, the term of any “match” rights associated with a change of recommendation, new closing conditions affecting deal certainty, Thoma Bravo’s obligations to accept “flex” terms under its debt commitments, Thoma Bravo’s proposal as to remedies available to Qlik where specific performance is not available because Thoma Bravo’s debt financing is not available, and the circumstances under which Thoma Bravo would be obligated to pay Qlik the reverse termination fee and the size of this fee.

On May 29, 2016, Skadden received a revised markup of the draft merger agreement from Kirkland, reflecting concessions by Thoma Bravo as to certain of the elements discussed among counsel on May 27, 2016.

On May 30, 2016, Skadden received a draft form of voting agreement from Kirkland, pursuant to which, among other things, Qlik’s directors and executive officers would agree to vote in favor of the Merger.

On May 31, 2016, members of Qlik management conducted a management presentation attended by Strategic Party 4. As Strategic Party 4 had declined to enter into a confidentiality agreement, it received a presentation based on publicly available information.

At approximately 3:18 p.m., Eastern time, on May 31, 2016, Reuters reported that Thoma Bravo was preparing to submit a binding bid for Qlik as early as that day, and was planning to offer between $28 and $30 per share. Reuters also reported that other private equity firms decided against making binding offers for Qlik because of the company’s high valuation expectations, but that it was possible that a party other than Thoma Bravo could make an offer. The Reuters article cited unnamed sources. The closing price of Qlik common stock on May 27, 2016 was $31.94. Following release of the Reuters article, Qlik common stock closed at $28.70 on May 31, 2016.

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Following the release of the Reuters article on May 31, 2016, Morgan Stanley received a bid from Thoma Bravo, stating that Thoma Bravo would be willing to execute the draft merger agreement submitted to Skadden on May 29 and purchase all outstanding shares of Qlik common stock at a price of $29.00 per share in cash. Thoma Bravo’s bid contemplated that Qlik would negotiate exclusively with Thoma Bravo for a period of 72 hours following delivery, with automatic extensions of additional 48-hour periods unless either party elected to terminate such extension. Thoma Bravo also submitted a debt commitment letter executed by the Lenders.

Also on May 31, 2016 following release of the Reuters article, Morgan Stanley received a joint bid from Party A and Party B offering $28.00–$29.00 per share and indicating a willingness to complete due diligence and execute a definitive merger agreement within ten days.

At 9:30 a.m., Eastern time, on June 1, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it reviewed and discussed Thoma Bravo’s $29.00 per share final bid submission (including the proposed debt financing terms), Party A and Party B’s $28.00–29.00 per share offer and the likelihood of receiving a higher bid from either a strategic or financial buyer in the near term or longer term. Representatives of Morgan Stanley reviewed with the Board of Directors its financial analyses of the proposed transaction based on the $29.00 per share proposal. The Board of Directors reviewed potential alternatives available to Qlik, including remaining a standalone public company while seeking to successfully implement alternatives reflected by the Management Projections, a leveraged recapitalization (either on a standalone basis or through a PIPE transaction with a private equity firm), or a sale of Qlik to Thoma Bravo or another strategic or financial buyer. Representatives of Morgan Stanley updated the Board of Directors as to the management presentation provided to Strategic Party 4 on May 31, 2016, which meeting was the initial meeting with Strategic Party 4 after Morgan Stanley first contacted them on May 5, 2016. The Board of Directors decided to continue to pursue discussions with Thoma Bravo regarding a potential transaction and instructed Morgan Stanley to discuss consideration of $31.00 per share with Thoma Bravo. The Board of Directors also discussed their significant concern over the effect of leaks to the media and other unauthorized disclosures on Qlik’s process for negotiating transaction terms with Thoma Bravo and the risk that Thoma Bravo would alter its bidding strategy as a result of speculation concerning the process or inappropriate flow of information. In light of these perceived risks and the view of the Board of Directors that additional time would not likely result in an increase to the proposed consideration from Thoma Bravo or another buyer, the Board of Directors authorized Morgan Stanley to seek to negotiate consideration of $31.00 per share with Thoma Bravo and to offer exclusivity for a period of 48 hours. Representatives of Skadden reviewed with the Board of Directors certain unresolved issues in Thoma Bravo’s markup of the draft merger agreement, including the size of the termination fee payable by Qlik, new closing conditions affecting deal certainty (including a condition in Thoma Bravo’s debt commitment letter as to minimum pro forma cash), the expiration date for Thoma Bravo’s debt commitment letter, Thoma Bravo’s proposal as to remedies available to Qlik where specific performance is not available because Thoma Bravo’s debt financing is not available, the circumstances under which Thoma Bravo would be obligated to pay Qlik the reverse termination fee and the size of this fee and the treatment of unvested restricted stock units, which treatment was viewed by the Board of Directors as significant to retention of key personnel through closing of the transaction. The Board of Directors discussed that the interests of Qlik’s management differed from other stockholders as to the treatment of unvested restricted stock units, as Thoma Bravo had proposed that all unvested restricted stock units would be converted at closing of the Merger into time-based cash awards, which would delay the cash outlay required to satisfy these obligations. In light of this potential conflict of interest, the Board of Directors directed the Transaction Committee to oversee the resolution of the treatment of unvested restricted stock units. Representatives of Skadden discussed with the Board of Directors the potential benefits of adopting a Delaware forum selection bylaw in connection with the entry into a merger agreement in order to eliminate the costs of multijurisdictional litigation in connection with the proposed transaction.

Following the meeting of the Board of Directors at 9:00 a.m., Eastern time, on June 1, 2016, representatives of Morgan Stanley contacted Thoma Bravo and proposed a potential transaction at $31.00 per share, with exclusivity for 48 hours, and requested that Thoma Bravo consider appropriate cushion to mitigate risk to Qlik as to the minimum pro forma cash condition in Thoma Bravo’s debt commitment letter. Thoma Bravo initially

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responded by proposing a potential transaction at $30.25 per share, but following further discussion with Morgan Stanley responded by proposing a potential transaction at $30.50 per share, noting that this price was Thoma Bravo’s best and final offer. Thoma Bravo also indicated that it would consider appropriate cushion to mitigate risk to Qlik as to the minimum pro forma cash condition in Thoma Bravo’s debt commitment letter. Thoma Bravo also reiterated its view that all unvested restricted stock units should be converted into time-based cash awards. Finally, Thoma Bravo expressed its desire to seek to finalize terms of the transaction and enter into a merger agreement prior to 9:00 a.m., Eastern time, on June 2, 2016.

At 2:00 p.m., Eastern time, on June 1, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it received an update from Morgan Stanley as to its discussions with Thoma Bravo and the current proposal of $30.50 per share, noting that Thoma Bravo’s proposal assumed conversion of all unvested restricted stock units into time-based cash awards, with Thoma Bravo reviewing appropriate cushion as to the minimum pro forma cash condition in its debt commitment letter. Morgan Stanley also explained that Thoma Bravo desired to enter into a merger agreement prior to 9:00 a.m., Eastern time, on June 2, 2016. The Board of Directors directed Morgan Stanley and Skadden to continue discussions with Thoma Bravo and Kirkland based on the $30.50 per share proposal, to clarify and negotiate appropriate cushion as to the minimum pro forma cash condition in Thoma Bravo’s debt commitment letter and to negotiate key provisions of the merger agreement in accordance with the proposal reviewed with the Board of Directors at the meeting earlier that day, while seeking to reach compromise with Thoma Bravo as to treatment of unvested restricted stock units (which the Board of Directors viewed as significant to retention during the period prior to closing) subject to the oversight of the Transaction Committee. The Board of Directors authorized Qlik management to execute and deliver a 48-hour exclusivity agreement with Thoma Bravo and, in light of the perceived risks as to the effect of leaks to the media and other unauthorized disclosures on the ability to negotiate transaction terms with Thoma Bravo, the Board of Directors directed Morgan Stanley and Skadden to seek to conclude discussions with Thoma Bravo and Kirkland prior to 9:00 a.m., Eastern time, on June 2, 2016. Representatives of Skadden further discussed with the Board of Directors the potential benefits of adopting a Delaware forum selection bylaw in connection with the entry into a merger agreement in order to eliminate the costs of multijurisdictional litigation in connection with the Merger.

Following the meeting of the Board of Directors at 2:00 p.m., Eastern time, on June 1, 2016, Skadden provided Kirkland with a revised draft of the merger agreement, along with markups of the equity commitment letters, limited guaranty, debt commitment letter and voting agreement, reflecting Qlik’s position on unresolved issues, including, among other things, the size of the termination fee payable by Qlik, new closing conditions affecting deal certainty (including a condition in Thoma Bravo’s debt commitment letter as to minimum pro forma cash), the requirements for Qlik to transfer cash from foreign subsidiaries for purposes of funding the closing of the transaction, the expiration date for Thoma Bravo’s debt commitment letter, Thoma Bravo’s covenants in relation to obtaining its debt financing, the circumstances under which Thoma Bravo would be obligated to pay Qlik the reverse termination fee and the size of this fee, and the treatment of unvested restricted stock units. Thereafter, representatives of Kirkland and Skadden discussed and negotiated certain outstanding issues relating to the merger agreement and ancillary documents, among other things, the size of the termination fee payable by Qlik, an increase of $25 million to the aggregate equity commitment of Thoma Bravo for the purpose of additional cushion for Qlik’s benefit as to the minimum pro forma cash condition in Thoma Bravo’s debt commitment letter, the threshold for accuracy of Qlik’s capitalization representations and methodology for calculating the same, the request for Thoma Bravo to seek an extension of the expiration date for its debt commitment letter and a corresponding extension to the end date under the merger agreement, the circumstances under which Thoma Bravo would be obligated to pay Qlik the reverse termination fee and the size of this fee. With the oversight and approval of the Transaction Committee, Qlik’s management negotiated with representatives of Thoma Bravo the resolution of the treatment of unvested restricted stock units. Representatives of Kirkland, Gunderson, and Qlik’s legal department concurrently discussed and negotiated certain outstanding issues relating to Qlik’s disclosure letter to the merger agreement.

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During the afternoon of June 1, 2016, a representative of Elliott contacted a representative of Morgan Stanley to express Elliott’s interest in providing up to $400 million of preferred equity financing in connection with an acquisition of Qlik by Thoma Bravo.

At 10:00 p.m., Eastern time, on June 1, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, representatives of Skadden reviewed with the Board of Directors the material terms of the merger agreement and the resolution of open items previously discussed with the Board of Directors. In addition, representatives of Skadden identified key remaining unresolved issues, including the threshold for accuracy of Qlik’s capitalization representations and methodology for calculating the same and the request for Thoma Bravo to seek an extension of the expiration date for its debt commitment letter and a corresponding extension to the end date under the merger agreement. Representatives of Morgan Stanley then provided an update as to Elliott’s offer to provide preferred equity financing. The Board of Directors discussed that Thoma Bravo had not requested to engage with Elliott as a potential debt or equity financing source and determined that the risks to the proposed transaction of pursuing Elliott’s proposal or allowing Thoma Bravo to pursue Elliott’s proposal outweighed the potential benefits. After considering the foregoing, the Board of Directors determined that pursuing Elliott’s proposal would not be in the best interests of Qlik and its stockholders. Representatives of Skadden and Morgan Stanley then reviewed with the Board of Directors an update to prior due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to Thoma Bravo and certain of its portfolio companies known to Morgan Stanley, as well as updated due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to Elliott. The Board of Directors reviewed these findings and determined that it would be in the best interests of Qlik and its stockholders for the Board of Directors to continue to use Morgan Stanley as financial advisor. Representatives of Morgan Stanley then reviewed with the Board of Directors their financial analyses with respect to the proposed transaction. Following this presentation, representatives of Morgan Stanley delivered to the Board of Directors its oral opinion that, as of the date of its opinion and based upon and subject to the factors and assumptions set forth therein, the $30.50 in cash per share to be paid to holders of Qlik common stock was fair from a financial point of view to such holders. After further discussing potential reasons for and against the proposed transaction (see below under the heading “—Recommendation of the Board of Directors and Reasons for the Merger— Reasons for the Merger ”), the Board of Directors directed representatives of Skadden to continue to finalize the terms of the merger agreement in accordance with the proposal reviewed with the Board of Directors.

During the remainder of June 1 and the early morning of June 2, representatives of Skadden, Gunderson, Qlik’s legal department and Kirkland continued to exchange drafts to finalize and resolve issues raised in the merger agreement and disclosure letter, the equity commitment letters, the limited guaranty and the debt commitment letter. Among the principal issues discussed were the condition for accuracy of Qlik’s capitalization representations and threshold and methodology for calculating the same and the proposed extension of the expiration date for Thoma Bravo’s debt commitment letter and corresponding change to the end date under the merger agreement.

At 7:00 a.m., Eastern time, on June 2, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, representatives of Skadden reviewed with the Board of Directors the proposed resolution of key remaining issues in the merger agreement, including the proposed $10 million threshold for the condition as to accuracy of Qlik’s capitalization representations and the proposed extension of Thoma Bravo’s debt financing commitments and end date under the merger agreement to October 31, 2016. After further discussing potential reasons for and against the proposed transaction (see below under the heading “—Recommendation of the Board of Directors and Reasons for the Merger— Reasons for the Merger ”), the Board of Directors unanimously adopted and declared the advisability of the Merger Agreement, and further declared that the Merger Agreement was in the best interests of Qlik and its stockholders, and recommended that Qlik’s stockholders approve the Merger Agreement. Additionally, the Board of Directors unanimously voted to amend Qlik’s bylaws to adopt an exclusive Delaware forum selection bylaw, having determined that such amendment and adoption was in the best interests of Qlik and its stockholders.

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Following the Board of Directors meeting on June 2, 2016, the parties finalized and executed the Merger Agreement and received executed final copies of the limited guaranty, the equity commitment letter, the debt commitment letters and the voting agreements.

Later on the morning of June 2, 2016 prior to the opening of trading of Qlik common stock on the NASDAQ, Qlik and Thoma Bravo issued a joint press release announcing the execution of the Merger Agreement.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Qlik and its stockholders; (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement; and (3) declared that the terms of the Merger Agreement are fair to Qlik and its stockholders.

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

Reasons for the Merger

In evaluating the Merger Agreement and the transactions contemplated thereby, Qlik’s Board of Directors consulted with outside legal counsel, its financial advisor and Qlik’s senior management. In recommending that Qlik’s stockholders vote in favor of adoption of the Merger Agreement, the Board of Directors considered numerous positive factors relating to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, including the following material factors (which factors are not necessarily presented in order of relative importance):

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In the course of reaching the determinations and decisions and making the recommendation described above, the Board of Directors, in consultation with Qlik’s senior management, outside legal counsel and financial advisor, considered the risks and potentially negative factors relating to the Merger Agreement, the Merger and

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the other transactions contemplated by the Merger Agreement, including the following material factors (which factors are not necessarily presented in order of relative importance):

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The Board of Directors believed that, overall, the potential benefits of the Merger to Qlik’s stockholders outweighed the risks and uncertainties of the Merger.

The foregoing discussion of factors considered by the Board of Directors contains the material factors considered by the Board of Directors, but is not in any way intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the Merger, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Each member of the Board of Directors applied his or her own business judgment to the process and may have given different weight to different factors. The Board of Directors did not undertake to make any specific determination as to whether any factor or any particular aspect of a factor supported or did not support its ultimate determination. The Board of Directors based its recommendation on the totality of the information presented.

Opinion of Qlik’s Financial Advisor

The Board of Directors retained Morgan Stanley as its financial advisor in connection with the Merger. The Board of Directors selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the industry, business and affairs of Qlik. At a meeting of the Board of Directors on June 1, 2016, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in a written opinion dated June 1, 2016, to the Board of Directors to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the Per Share Merger Consideration to be received by the holders of shares of Qlik common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Qlik common stock.

The full text of Morgan Stanley’s written opinion to the Board of Directors, dated June 1, 2016, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex B. The foregoing summary of Morgan Stanley’s opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion and the summary of Morgan Stanley’s opinion below carefully and in their entirety. Morgan Stanley’s opinion was for the benefit of the Board of Directors, in its capacity as such, and addressed only the fairness from a financial point of view of the Per Share Merger Consideration to be received by the holders of shares of Qlik common stock pursuant to the Merger Agreement as of the date of the opinion and did not address any other aspects or implications of the Merger. Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation as to how Qlik’s stockholders should vote at any stockholders’ meeting, to be held in connection with the Merger or take any other action with respect to the Merger.

In connection with rendering its opinion, Morgan Stanley, among other things:

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In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Qlik, and formed a substantial basis for the opinion. Morgan Stanley further relied upon the assurances of Qlik’s management that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Qlik’s management of the future financial performance of Qlik. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Thoma Bravo will obtain financing in accordance with the terms set forth in the draft commitment letters and that the final Merger Agreement will not differ in any material respects from the draft Merger Agreement provided to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Qlik and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Qlik’s officers, directors or employees, or any class of such persons, relative to the Per Share Merger Consideration to be received by the holders of shares of Qlik common stock in the Merger. Morgan Stanley expressed no opinion as to the relative fairness of any portion of the Per Share Merger Consideration to be paid pursuant to the draft Merger Agreement to holders of any equity securities of Qlik other than the holders of Qlik’s common stock. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Qlik, nor was it furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, June 1, 2016. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm the opinion.

Summary of Financial Analyses

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated June 1, 2016 to the Board of Directors. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 31, 2016, the last full trading day prior to the meeting of the Board of Directors at which Morgan Stanley rendered its opinion, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the Merger. The various analyses summarized below were based on the closing price of $28.70 per share of Qlik’s common stock as of May 31, 2016, and are not necessarily indicative of current market conditions. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

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In performing the financial analysis summarized below and arriving at its opinion, Morgan Stanley used and relied upon the Financial Projections, which are more fully described below under the section entitled “— Certain Financial Projections.”

Comparable Public Company Analysis

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for Qlik with comparable publicly available consensus equity analyst research estimates for selected companies, selected based on Morgan Stanley’s professional judgement and experience, that share similar business characteristics and/or other similar operating characteristics (these companies are referred to as the “comparable companies”). These comparable companies were the following:

For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value (“ AV ”), which Morgan Stanley defined as fully-diluted market capitalization plus debt, less cash and cash equivalents, to estimated revenue (“ AV/Revenue ”), for calendar years 2016 and 2017, of Qlik and each of the comparable companies based on publicly available financial information for comparison purposes. Morgan Stanley used publicly available information for Qlik for this analysis for enhanced comparison with the comparable companies.

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of AV/Revenue for calendar years 2016 and 2017. For purposes of this analysis, Morgan Stanley utilized publicly available estimates of revenue, prepared by equity research analysts, available as of May 31, 2016 (the last full trading day prior to the date on which Morgan Stanley rendered its opinion).

Based on the outstanding shares of Qlik’s common stock on a fully-diluted basis as provided by the Company as of May 18, 2016 (the latest information available at the time of calculation), and the selected ranges of AV/Revenue, the analysis resulted in estimated implied value per share of Qlik’s common stock as of May 31, 2016, rounded to the nearest $0.25, as follows:

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No company utilized in the public trading comparables analysis is identical to Qlik. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Qlik’s control. These include, among other things, the impact of competition on Qlik’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Qlik and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a company as a function of the company’s estimated future earnings. The resulting potential future equity value is subsequently discounted to arrive at an estimate of the implied present equity value for such company.

For purposes of its analysis, Morgan Stanley reviewed and compared certain financial estimates for Qlik with comparable publicly available consensus equity analyst research estimates for technology companies with 2016 projected revenue of between $600 million to $2.5 billion, 5% to 25% projected 2016 revenue growth rates and 10% to 35% projected 2016 EBITDA margin. These companies were the following:

Based on its analysis of the relevant metrics for each of the companies above, Morgan Stanley determined a range of price to free cash flow and AV/Revenue multiples, based on the upper and lower quartiles of the company set for each metric. Morgan Stanley calculated 2019 equity values for each of the Management Projections using calendar year 2019 levered free cash flow estimates or revenue estimates from each of the Management Projections and under the Street Case by extrapolating an estimate of 2019 levered free cash flow from the Street Case estimates for calendar year 2018. “Levered free cash flow” was calculated by Morgan Stanley as Adjusted EBITDA plus cash interest, less cash taxes, less increase in operating working capital, less capital expenditures plus other non-cash operating items. To calculate the 2019 equity value for each case, based upon the application of its professional

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judgment and experience, Morgan Stanley applied, to the 2019 estimates, a range of price to levered free cash flow multiples of 18.0x to 24.0x with respect to the Bidder Case, Higher Revenue Growth Case, Faster Margin Improvement Case and Historical Performance Case, applied a range of AV/Revenue multiples of 3.5x to 4.5x with respect to the Aggressive Cloud Strategy Case, and applied a range of price to levered free cash flow multiples of 16.0x to 22.0x with respect to the Street Case. Each case’s 2019 equity value was then discounted to present value at May 31, 2016 using a discount rate of 11.1%, which discount rate was selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect Qlik’s estimated cost of equity.

The following table summarizes Morgan Stanley’s analysis of implied equity value per share for Qlik common stock, rounded to the nearest $0.25:

Morgan Stanley compared the foregoing ranges of implied present equity value per share of Qlik common stock to (1) the closing price per share of Qlik common stock of $28.70 on May 31, 2016, the last full trading day prior to the date on which Morgan Stanley rendered its opinion, and (2) the Per Share Merger Consideration of $30.50.

No company utilized in the discounted equity value analysis is identical to Qlik. In evaluating the companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Qlik’s control. These include, among other things, the impact of competition on Qlik’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Qlik and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Discounted Cash Flow Analysis

Morgan Stanley conducted a discounted cash flow analysis, which is designed to provide an implied value of an asset using estimates of the future unlevered free cash flows generated by the asset, taking into consideration the time value of money with respect to those future cash flows by calculating their “present value.” The “unlevered free cash flows” refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. Specifically, unlevered free cash flow represents Adjusted EBITDA, less stock-based compensation, less cash taxes, less increase in operating working capital, less capital expenditures, as applicable. “Present value” refers to the current value of the future cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the projections period.

Morgan Stanley calculated the present value of unlevered free cash flows for Qlik (1) for the calendar years 2016 through 2021 based upon the six-year projections provided by Qlik’s senior management team and (2) for the calendar years 2022 through 2025 based upon extrapolations from the projections in the Bidder Case, Higher Revenue Growth Case, Faster Margin Improvement Case and Historical Performance Case, which extrapolations were approved by Qlik and prepared for Morgan Stanley’s use in connection with its financial analyses and

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rendering its fairness opinion. Morgan Stanley did not conduct a discounted cash flow analysis on the Aggressive Cloud Strategy Case due to the large degree of uncertainty around the long-term free cash flow projections for this case.

Morgan Stanley also calculated a range of terminal values for Qlik at December 31, 2025 by applying a perpetual growth rate ranging from 2.0% to 4.0% to the unlevered free cash flows of Qlik. Morgan Stanley selected this perpetual growth rate range based on the application of Morgan Stanley’s professional judgment and experience. The unlevered free cash flows and the range of terminal values were then discounted to present values at May 31, 2016 using a range of discount rates from 10.3% to 11.8%, which range of discount rates was selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect Qlik’s estimated weighted average cost of capital.

This analysis indicated the following range of implied equity value per share for Qlik common stock, rounded to the nearest $0.25:

Morgan Stanley compared the foregoing ranges of implied equity value per share of Qlik common stock to (1) the closing price per share of Qlik common stock of $28.70 on May 31, 2016, the last full trading day prior to the date on which Morgan Stanley rendered its opinion, and (2) the Per Share Merger Consideration of $30.50.

Precedent Transactions Analysis

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions that share some characteristics with the Merger. Morgan Stanley compared publicly available statistics for selected transactions involving businesses that Morgan Stanley judged to be similar in certain respects to Qlik’s business and aspects thereof based on Morgan Stanley’s experience and familiarity with Qlik’s industry that closed between 2010 and May 31, 2016 (the last full trading day prior to the date on which Morgan Stanley rendered its opinion). Morgan Stanley selected such comparable transactions because they shared certain characteristics with the Merger, most notably because they were in the cloud and software sectors and each had a transaction value of greater than $1 billion and all types of consideration. The following is a list of the transactions reviewed:

Selected Transactions (Target / Acquirer(s))

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For each of the transactions listed above, Morgan Stanley noted the multiple of aggregate equity value of the transaction to (1) the last twelve months revenue and (2) the next twelve months revenue, based on publicly available information.

Morgan Stanley also reviewed a total of 63 select precedent transactions occurring between 2011 and March 31, 2016 which involved U.S. publicly listed companies in the technology sector and had a transaction value of greater than $1 billion and all types of consideration. For these transactions, Morgan Stanley noted the ratio of AV of the transaction to the target company’s revenue for the twelve (12)-month period prior to the

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announcement date of the applicable transaction, (“ LTM Revenue ”, and such ratio, “ AV/LTM Revenue ”), and the ratio of AV of the transaction to the target company’s revenue for the twelve (12)-month period following the announcement date of the applicable transaction (“ NTM Revenue ”, and such ratio, “ AV/NTM Revenue ”).

Based on its analysis of the relevant metrics and time frame for each of the transactions listed above and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of financial multiples of the transactions and applied these ranges of financial multiples to the last twelve months’ revenue and next twelve months’ revenue for Qlik to calculate a range of implied equity values per share for Qlik common stock. For purposes of the NTM Revenue, Morgan Stanley utilized publicly available consensus equity analyst research estimates. The following table summarizes Morgan Stanley’s analysis of implied equity value per share for Qlik common stock, rounded to the nearest $0.25:

Morgan Stanley compared the foregoing ranges of implied equity value per share of Qlik common stock to (1) the closing price per share of Qlik common stock of $28.70 on May 31, 2016, the last full trading day prior to the date on which Morgan Stanley rendered its opinion, and (2) the Per Share Merger Consideration of $30.50.

No company or transaction utilized in the precedent transactions analysis is identical to Qlik or the Merger. In evaluating the precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Qlik’s control. These include, among other things, the impact of competition on Qlik’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Qlik and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared. The fact that points in the range of implied present value per share of Qlik derived from the valuation of precedent transactions were less than or greater than the Per Share Merger Consideration is not necessarily dispositive in connection with Morgan Stanley’s analysis of the Per Share Merger Consideration, but one of many factors Morgan Stanley considered.

Historical Trading Range Analysis

For reference only, and not as a component of its fairness analysis, Morgan Stanley performed a trading range analysis with respect to the historical share prices of Qlik’s common stock. Morgan Stanley reviewed the range of closing prices of Qlik’s common stock for various periods ending on May 31, 2016 (the last full trading day prior to the date on which Morgan Stanley rendered its opinion). Morgan Stanley observed the following:

Morgan Stanley observed that Qlik’s common stock closed at $28.70 on May 31, 2016 (the last full trading day prior to the date on which Morgan Stanley rendered its opinion).

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Equity Research Analysts’ Future Price Targets

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed and analyzed future public market trading price targets for Qlik’s common stock prepared and published by equity research analysts prior to May 31, 2016 (the last full trading day prior to the date on which Morgan Stanley rendered its opinion). These targets reflected each analyst’s estimate of the future public market trading price of Qlik’s common stock. The range of undiscounted analyst price targets for Qlik’s common stock was $23.00 to $52.00 per share as of May 31, 2016. Morgan Stanley discounted the range of analyst price targets per share for our common stock by one year at a rate of 11.1%, which discount rate was selected by Morgan Stanley, upon the application of its professional judgment and experience, to reflect Qlik’s weighted average cost of capital. This analysis indicated an implied range of equity values for Qlik’s common stock of $20.75 to $46.75 per share.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Qlik’s common stock, and these estimates are subject to uncertainties, including the future financial performance of Qlik and future financial market conditions.

General

In connection with the review of the Merger by the Board of Directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Qlik. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Qlik’s control. These include, among other things, the impact of competition on Qlik’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Qlik and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the Per Share Merger Consideration to be received by the holders of shares of Qlik’s common stock pursuant to the Merger Agreement and in connection with the delivery of its oral opinion on June 1, 2016, to the Board of Directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of Qlik’s common stock might actually trade.

The Per Share Merger Consideration to be received by the holders of shares of Qlik’s common stock (other than Parent, Merger Sub and stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) pursuant to the Merger Agreement was determined through arm’s length negotiations between Qlik and Parent and was approved by the Board of Directors. Morgan Stanley acted as financial advisor to the Board of Directors during these negotiations but did not, however, recommend any specific consideration to Qlik or the Board of Directors, nor did Morgan Stanley opine that any specific consideration constituted the only appropriate consideration for the Merger. Morgan Stanley’s opinion did not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation as to how Qlik’s stockholders should vote at any stockholders’ meeting that may be held in connection with the Merger, or whether the stockholders should take any other action in connection with the Merger.

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Morgan Stanley’s opinion and its presentation to the Board of Directors was one of many factors taken into consideration by the Board of Directors in deciding to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the Merger. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board of Directors with respect to the Per Share Merger Consideration pursuant to the Merger Agreement or of whether the Board of Directors would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

Morgan Stanley is acting as financial advisor to the Board of Directors in connection with the Merger and earned a fee of $3.0 million (the “ Announcement Fee ”) upon execution of the Merger Agreement. Morgan Stanley will be entitled to receive an additional approximately $29.7 million upon the completion of the Merger for serving in such capacity, representing a total fee of approximately $32.7 million (the “ Transaction Fee ”), against which the Announcement Fee will be credited. In addition, in the event the Merger is not completed and Qlik receives a reverse termination fee from Parent in connection with such termination, Morgan Stanley would be entitled to receive a fee equal to ten percent (10%) of such reverse termination fee, provided that such amount will not exceed the total Transaction Fee which would otherwise have been payable to Morgan Stanley and against which the Announcement Fee will be credited. Qlik has also agreed to reimburse Morgan Stanley for certain of its expenses incurred in performing its services, including fees and expenses of outside counsel to Morgan Stanley. In addition, Qlik has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley’s engagement. In the two (2) years prior to the date of its opinion, Morgan Stanley received less than $1 million of fees for any financial advisory or financing services from Qlik. In the two (2) years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have been engaged on financial advisory and financing assignments for Thoma Bravo and certain of its portfolio companies and have received approximately $10 – 15 million in fees for such services. Morgan Stanley may also seek to provide financial advisory or financing services to Qlik or Thoma Bravo in the future and would expect to receive fees for the rendering of these services.

Morgan Stanley, together with its affiliates, is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Parent and its affiliates, Qlik, or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument. In addition, Morgan Stanley, its affiliates, directors or officers may have committed to invest in investment funds managed by Parent and its affiliates.

Certain Financial Projections

While Qlik has from time to time provided limited quarterly and full-year financial guidance in its regular earnings press releases and other investor materials, which may have covered, among other items, total revenues, non-GAAP income (loss) from operations and non-GAAP income (loss) per diluted share, Qlik’s management has not, as a matter of course, otherwise publicly disclosed projections or internal projections as to future performance, earnings or other results due to the unpredictability of the underlying assumptions and estimates.

In connection with the Board of Directors’ review of potential strategic alternatives and its evaluation of a potential sale transaction, Qlik’s management team prepared projections of Qlik’s financial performance for the fiscal years 2016 through 2021 (the “ Bidder Case ”). The Bidder Case was prepared to assist potential buyers participating in the process in valuing the Company. The Board of Directors reviewed the Bidder Case and

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authorized management to provide the Bidder Case to potential buyers, including Thoma Bravo. The Board of Directors also simultaneously instructed management to further develop alternative scenarios to the Bidder Case reflecting assumptions different from those underlying the Bidder Case as discussed with the Board of Directors. Accordingly, management prepared financial projections for the fiscal years 2016 through 2021 reflecting the four alternative scenarios described below (the “ Higher Revenue Growth Rates Case ”, the “ Faster Margin Improvement Case ”, the “ Aggressive Cloud Strategy Case ” and the “ Historical Performance Case ” and collectively with the Bidder Case, the “ Management Projections ”).

The Management Projections, other than the Bidder Case, were predicated upon, among others, the following assumptions:

The “Higher Revenue Growth Rates Case” assumes accelerated Qlik Sense perpetual license adoption in the market. It also assumes that cloud revenue growth moderates, and assumes enhancement of operating margins at a slower rate than the Bidder Case.

The “Faster Margin Improvement Case” assumes achieving a more normalized general and administrative cost base relative to revenue within eighteen (18) to twenty-four (24) months. It assumes success in reducing general and administrative costs below 10% by 2018 and below 7% – 8% by 2021, and identifying additional margin enhancement opportunities.

The “Aggressive Cloud Strategy Case” models driving to a market leadership position in cloud BI within three years (as measured by usage and/or revenue) by investing in cloud operations infrastructure. It assumes growth in the installed customer base using Qlik Sense in the cloud, expansion in the number of users and number of applications and an increase in the proportion of cloud-sourced revenue to license revenue.

The “Historical Performance Case” reflects actual historical revenue attainment against original forecasts over the last several years. It assumes that the cost base is more fixed than the Bidder Case and reflects a slower path to cost management.

For each set of Management Projections, financial projections were prepared for fiscal years 2022 through 2025 by extrapolating for future years (the “ Extrapolated Projections ”) based on assumptions provided by management and such extrapolations were reviewed and approved by Qlik management. The Management Projections and the Extrapolated Projections are collectively referred to as the “ Financial Projections ”.

The Financial Projections were provided to and considered by Qlik’s Board of Directors during its review of potential strategic alternatives and in connection with its evaluation of the proposed transaction with Thoma Bravo. In addition, the Financial Projections were used in connection with the rendering of Morgan Stanley’s fairness opinion to the Board of Directors and in performing its related financial analyses as described above under “— Opinion of Qlik’s Financial Advisor”.

The Financial Projections were prepared on a different basis, for a different purpose, and at a different time than Qlik’s public guidance as to its projected financial and operational results and on a different basis, for a different purpose and at a different time than any other internal financial projections that Qlik’s management may prepare or have prepared for its own use or for the use of the Board of Directors in evaluating Qlik’s business. The Financial Projections do not, and were not intended to, correspond to Qlik’s public guidance as to its projected financial and operational results for the upcoming fiscal year or fiscal quarter, and do not, and were not intended to, update or revise Qlik’s public guidance as to its projected financial and operational results for the upcoming fiscal year or fiscal quarter.

Qlik uses a variety of financial measures that are not in accordance with GAAP as supplemental measures to evaluate its operational performance. While Qlik believes that these non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of these non-GAAP financial

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measures. These non-GAAP financial measures are not reported by all of Qlik’s competitors and may not be directly comparable to similarly titled measures of such competitors due to potential differences in the exact method of calculation. Please read carefully “— Important Information About the Financial Projections” below.

The following tables summarize the Financial Projections prepared as described above.

Set forth below is a reconciliation of non-GAAP gross profit, adjusted EBIT and adjusted EBITDA, provided above in the Bidder Case, to the most comparable GAAP financial measures:

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Set forth below is a reconciliation of non-GAAP gross profit, adjusted EBIT and adjusted EBITDA, provided above in the Higher Revenue Growth Rates Case, to the most comparable GAAP financial measures:

Set forth below is a reconciliation of non-GAAP gross profit, adjusted EBIT and adjusted EBITDA, provided above in the Faster Margin Improvement Case, to the most comparable GAAP financial measures:

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Set forth below is a reconciliation of non-GAAP gross profit, adjusted EBIT and adjusted EBITDA, provided above in the Aggressive Cloud Strategy Case, to the most comparable GAAP financial measures: