FLTX Fleetmatics Grp. Plc Ordinary Shares

Shareholder Proposals

Shareholder Proposals at the EGM

Under Irish law, there is no general right for a shareholder of an NYSE-listed company to put items on the agenda of a general meeting that has been convened. Irish law provides that one or more shareholders holding not less than one tenth of Fleetmatics’ paid up share capital carrying voting rights may requisition extraordinary general meetings and may nominate persons to be elected as directors at such extraordinary general meetings. Irish law further provides that if such extraordinary general meeting is not convened one or more requisitionists holding more than 50% of Fleetmatics’ paid up share capital carrying voting rights held by such requisitionists may convene extraordinary general meetings directly.

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In addition, under the Act, one or more shareholders of a company holding, or together holding, not less than 50% of the paid up share capital of the company as carries the right of voting at general meetings of the company may convene an extraordinary general meeting of the company directly.

Shareholder Proposals at the 2017 Annual General Meeting

If the Acquisition is completed, Fleetmatics will have no public shareholders and there will be no public participation in any future meetings of shareholders of Fleetmatics. However, if the Acquisition is not completed, shareholders will continue to be entitled to attend and participate in shareholder meetings.

Fleetmatics will hold an annual general meeting in 2017 only if the Acquisition has not already been completed.

The Fleetmatics Articles provide that, to nominate persons for election to the Fleetmatics Board at an annual meeting of shareholders, a Fleetmatics Shareholder must give written notice to: Company Secretary, Fleetmatics Group PLC, Floors 1 and 2, Cookstown Court, Belgard Road, Tallaght, Dublin 24, Ireland, not less than 90 and not more than 120 clear days prior to the first anniversary of the date of the preceding year’s annual meeting. However, the Fleetmatics Articles also provide that in the event the date of the annual meeting is more than 30 clear days before or after such anniversary date, notice must be delivered not later than the close of business 30 clear days prior to such annual meeting or the close of business 10 clear days after the day on which public announcement of the date of such meeting is made (whichever is later). Any nomination must include all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors in election contests or is otherwise required under Section 14 of the Exchange Act, a description of the material terms of any agreement to which such person is a party with respect to the Fleetmatics Shares, and the person’s written consent to be named in the notice and to serve as a director if elected.

Shareholder proposals to include other business at the annual meeting of shareholders must include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest of such shareholder (and the beneficial owner) in the proposal. The proposal must be a proper subject for shareholder action. In addition, to make a nomination or proposal, the shareholder must be of record at the time the notice is made and must provide certain information regarding itself (and the beneficial owner), including the name and address, as they appear on the Fleetmatics’ books, of the shareholder proposing such business, the number of Fleetmatics Shares which are, directly or indirectly, owned beneficially or of record by the Fleetmatics Shareholder proposing such business or its affiliates or associates (as defined in Rule 12b-2 promulgated under the Exchange Act) and certain additional information. The advance notice requirements for the annual meeting are as follows: a Fleetmatics Shareholder’s notice shall be timely if delivered to the Company Secretary at the address set forth above not later than the close of business on the later of the 90th day prior to the scheduled date of the annual meeting or the 10th day following the day on which public announcement of the date of the annual meeting is first made or sent by Fleetmatics.

In addition to the requirements stated above, any Fleetmatics Shareholder who wishes to submit a proposal for inclusion in Fleetmatics’ proxy materials must comply with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in the proxy materials relating to the Fleetmatics 2017 annual general meeting of shareholders, all applicable requirements of Rule 14a-8 must be satisfied and such proposals must be received no later than 22 February 2017. Such proposals must be delivered to the Chairman, c/o Fleetmatics Group PLC, Floors 1 and 2, Cookstown Court, Belgard Road, Tallaght, Dublin 24, Ireland.

Director Attendance at the Meetings

Each member of the Fleetmatics Board has been invited to attend the Meetings but such attendance is not required.

Questions and Further Information

If you are a Fleetmatics Shareholder and have any questions relating to the Acquisition or to this document or how to vote, you should contact Innisfree toll-free at (888) 750-5834 (if calling within the United States) or

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+1 (412) 232-3651 (if calling from outside the United States) between 9.00 a.m. and 5.00 p.m. (ET/New York time) on any Business Day. Banks and brokers should call (212) 750-5833.

For legal reasons, Innisfree cannot provide advice on the benefits of the Scheme or the Acquisition or recommend how you vote or give any financial advice or tax advice.

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To Fleetmatics Shareholders, and, for information only, to Fleetmatics Optionholders and Fleetmatics Share Awardholders

RECOMMENDED ACQUISITION OF FLEETMATICS GROUP PLC

Dear Fleetmatics Shareholder,

On 1 August 2016, Fleetmatics and Verizon announced that they had reached agreement on the terms of a recommended acquisition of Fleetmatics by Bidco, an indirect wholly-owned subsidiary of Verizon.

The Acquisition will be effected by way of a scheme of arrangement between Fleetmatics and the Scheme Shareholders under Chapter 1 of Part 9 of the Act, and in accordance with the Irish Takeover Rules, the terms of which are set out in Part 4 (The Scheme of Arrangement) of this document and an explanation of which is given in Part 3 (Information Required under Section 452 of the Act Recommended Acquisition for Cash of Fleetmatics) of this document. The Acquisition and the Scheme are subject to the Conditions and further terms set out in Part 5 (Conditions and Further Terms of the Acquisition and the Scheme) of this document. It is anticipated that, subject to the satisfaction or waiver of these conditions, the Acquisition will become effective during the fourth quarter of 2016.

I am writing to you to set out the background to the Acquisition and the reasons why the Fleetmatics Board considers the terms of the Acquisition to be fair and reasonable to Fleetmatics Shareholders taken as a whole, and is unanimously recommending that Fleetmatics Shareholders vote in favour of the Acquisition and the Scheme.

Subject to the conditions and further terms set out in Part 5 (Conditions and Further Terms of the Acquisition and the Scheme) of this document, under the terms of the Acquisition, Scheme Shareholders will receive:

U.S.$60.00 in cash for each Fleetmatics Share

The Consideration represents a premium of approximately:

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If you wish to receive the Consideration in respect of your Fleetmatics Shares, you are urged to sign and return the enclosed proxy cards as soon as possible. You should note that if there is insufficient Scheme Shareholder support for the Scheme at the Court Meeting, the Scheme will not become effective, the Acquisition will not proceed and the cash Consideration of U.S.$60.00 per Fleetmatics Share will not become payable.

The Acquisition values the entire issued and to be issued share capital of Fleetmatics at approximately U.S.$2.4 billion.

The Acquisition is expected to be effected by means of a scheme of arrangement between Fleetmatics and the Scheme Shareholders. The Scheme will involve an application by Fleetmatics to the High Court to sanction the Scheme. Under the Scheme, which is subject to the Conditions set out in Part 5 (Conditions to and Further Terms of the Acquisition and the Scheme) of this document, Scheme Shareholders will receive the Consideration (without interest and less any applicable withholding taxes) in return for the cancellation of their Fleetmatics Shares.

The Scheme of Arrangement is an arrangement made between Fleetmatics and the Scheme Shareholders under Chapter 1 of Part 9 of the Act and is subject to the approval of the High Court. If the Scheme becomes effective, all Scheme Shares will be cancelled pursuant to Sections 84 to 86 of the Act or transferred to Bidco pursuant to the Scheme (if applicable). Fleetmatics will then issue New Fleetmatics Shares to Bidco in place of the Fleetmatics Shares cancelled pursuant to the Scheme and Bidco will pay the Consideration in respect of the Fleetmatics Shares to the Fleetmatics Shareholders. As a result of these arrangements, Fleetmatics will become a wholly-owned subsidiary of Bidco and an indirect subsidiary of Verizon.

For the Acquisition to proceed, the Scheme must become effective and unconditional by not later than 31 December 2016 (or by 1 August 2017, if all Conditions have been satisfied except certain Conditions regarding antitrust clearances or court sanction as of 31 December 2016). The Conditions to the Acquisition and the Scheme are set out in full in Part 5 (Conditions to and Further Terms of the Acquisition and the Scheme) of this document. The implementation of the Scheme and the Acquisition is conditional upon, among other things:

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Background to the Acquisition

The Fleetmatics Board has been considering the long-term strategy of Fleetmatics and strategic opportunities that might be available to enhance shareholder value on an ongoing basis. Such strategies and opportunities include investments in new growth opportunities, potential acquisitions and a possible sale of Fleetmatics. On an ongoing basis, the Fleetmatics Board has reviewed Fleetmatics’ short and long-term business strategies, as well as market trends in the technology industry and the challenges confronting Fleetmatics in attaining its strategic and shareholder return objectives. In addition, the Fleetmatics Board periodically discusses issues relating to its fiduciary duties with Fleetmatics’ outside U.S. legal counsel, Goodwin Procter LLP (referred to herein as “ Goodwin ”), and its outside Irish legal counsel, Maples and Calder (referred to herein as “ Maples and Calder ”).

On 17 February 2016, Marni Walden, Executive Vice President and President of Product Innovation and New Business at Verizon, met with James M. Travers, Chief Executive Officer of Fleetmatics, to discuss the telematics industry generally.

On 1 April 2016, Andres Irlando, Chief Executive Officer of Verizon Telematics, met with Mr. Travers to discuss the telematics industry generally.

On 12 May 2016, Mr. Travers received a telephone call from John Doherty, Senior Vice President of Corporate Development of Verizon, and Mr. Irlando. On this call, Mr. Doherty discussed that a potential transaction could make sense for both parties and expressed Verizon’s interest in engaging in a formal process regarding a potential strategic transaction with Fleetmatics. Mr. Travers indicated that the Fleetmatics Board would need to be consulted about any potential transaction.

On 13 May 2016, Mr. Travers received a telephone call from Mr. Doherty. On this call, Mr. Doherty expressed Verizon’s interest in a potential strategic transaction with Fleetmatics. Mr. Travers indicated that the Fleetmatics Board viewed the Fleetmatics Shares as being undervalued by the market and that Fleetmatics was not, at that time, looking to be acquired. Mr. Doherty stated Verizon’s view that there was strategic synergy between the companies and requested that Verizon be permitted to engage in limited, high-level due diligence that would allow Verizon to further evaluate a potential strategic transaction. Mr. Travers indicated that, given the amount of information related to Fleetmatics that was publicly available at that time, Fleetmatics had no interest in providing Verizon with anything more than an opportunity to perform minimal due diligence. During this telephone discussion, Messrs. Travers and Doherty discussed the possibility of an in-person management meeting on 17 May 2016 to further discuss a potential transaction between Fleetmatics and Verizon.

On 13 May 2016, Mr. Travers requested that, prior to an in-person meeting between representatives of Fleetmatics and Verizon, the two companies enter into a customary confidentiality agreement. Additionally, Mr. Travers requested that Verizon provide Fleetmatics with a draft of such an agreement and that the in-person meeting involve a limited number of participants from each company to discuss a limited set of topics concerning Verizon’s interest in a potential transaction with Fleetmatics.

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On 13 May 2016, a representative of Verizon sent a draft confidentiality agreement and a draft exclusivity agreement to Sharon Levine, Fleetmatics’ general counsel. The exclusivity agreement requested a 30-day exclusive negotiation period.

Between 13 May and 16 May 2016, representatives of Verizon and Fleetmatics negotiated the confidentiality agreement. During this period, representatives of Fleetmatics communicated to Verizon that Fleetmatics would not entertain any exclusivity at that time. On 16 May 2016, Mr. Travers had telephonic conversations with certain members of the Fleetmatics Board to inform them of Verizon’s expressed interest in a potential strategic transaction with Fleetmatics and management’s view that Fleetmatics should enter into the confidentiality agreement for purposes of the in-person management meeting. Mr. Travers also communicated Fleetmatics’ intention not to enter into the exclusivity agreement at that time.

On 16 May 2016, Fleetmatics entered into a confidentiality agreement with Verizon without any exclusive negotiation period.

On 17 May 2016, Mr. Travers, Ms. Levine, Jill Ward, Fleetmatics’ President and Chief Operating Officer, and Stephen Lifshatz, Fleetmatics’ Chief Financial Officer, met with representatives of Verizon. At this meeting, Fleetmatics’ representatives provided Verizon with an overview of Fleetmatics and its business and the parties discussed potential synergies that might result from a combination of Fleetmatics with Verizon. The parties did not discuss valuation or any specific parameters of a potential offer by Verizon.

On 20 May 2016, Mr. Travers spoke with Mr. Doherty in follow-up to the meeting on 17 May 2016. The possibility of a strategic transaction was discussed. However, there was no offer made at this time.

On 23 May 2016, Fleetmatics received a verbal, non-binding proposal from Verizon to acquire Fleetmatics for U.S.$53.00 per share in cash (referred to herein as the “ Initial Proposal ”). Mr. Travers informed the Fleetmatics Board of the receipt of the Initial Proposal and scheduled a board meeting to discuss the Initial Proposal.

On 24 May 2016, the Fleetmatics Board held a meeting to discuss receipt of the Initial Proposal. Together with representatives from Goodwin and Maples and Calder, the Fleetmatics Board discussed the terms of the Initial Proposal, whether Fleetmatics should further evaluate the Initial Proposal with the assistance of an independent financial adviser and, ultimately, whether Fleetmatics should engage in substantive discussions with Verizon. At this meeting, Goodwin and Maples and Calder reviewed the fiduciary duties of the Fleetmatics Board in the context of evaluating the Initial Proposal. Goodwin and Maples and Calder also reviewed disclosure requirements under Irish law, including circumstances that under Irish law would likely require Fleetmatics to publicly announce receipt of the Initial Proposal. Additionally, the Fleetmatics Board also discussed the fact that, if Fleetmatics were to engage in substantive discussions with Verizon, the Fleetmatics Board would have to consider whether, and at what point it might be advisable to, approach and discuss potential strategic transactions with parties other than Verizon. In addition, as a preliminary matter, the Fleetmatics Board noted certain risks associated with discussing a potential transaction with parties other than Verizon, including the fact that, under the Irish Takeover Rules, Fleetmatics generally would be required to make public disclosure of its consideration of a sale of Fleetmatics in the event of information leaks concerning the potential transaction or unusual movements in Fleetmatics’ share price, or if Fleetmatics were to receive an indication of a firm intention to make an offer (even if the Fleetmatics Board intended to reject (not recommend) that offer). The Fleetmatics Board discussed and acknowledged the fact that Fleetmatics was not for sale, and that any such disclosure would be detrimental to Fleetmatics’ ability to remain independent and to conduct its business in the ordinary course, particularly if a potential transaction were to be announced and not ultimately be consummated. The Fleetmatics Board also considered the potential disruptions to Fleetmatics’ business of a protracted process, including distraction of management time and resources as well as the disclosure of competitively sensitive information that could meaningfully compromise Fleetmatics’ ability to differentiate its products and services from those of its competitors. Based on the benefits and risks discussed, the Fleetmatics Board concluded that it would be prudent and in the best interests of Fleetmatics Shareholders to focus any sale-related discussions solely on

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Verizon and to defer any decision regarding a broader process. In connection with the Fleetmatics Board’s preliminary evaluation of the Initial Proposal, the Fleetmatics Board unanimously expressed its view that the U.S.$53.00 per share price undervalued Fleetmatics’ business. The Fleetmatics Board then discussed the advisability of engaging an investment banker to provide financial advice to the Fleetmatics Board with respect to the Initial Proposal and any subsequent proposal that might be received from Verizon or any other party, and agreed that the Fleetmatics Board would further review the proposal in the context of Fleetmatics’ stand-alone plans. After discussion, the Fleetmatics Board authorised management to arrange interviews with a limited number of investment banking firms and authorised management to convey to Verizon the Fleetmatics Board’s preliminary assessment that the Initial Proposal undervalued the Fleetmatics business, and that the Fleetmatics Board would engage a financial adviser to assist it in more thoroughly evaluating the proposal.

On 26 May 2016, Mr. Travers conveyed to Verizon the Fleetmatics Board’s preliminary position that, in its view, the Initial Proposal represented an inadequate valuation of Fleetmatics and indicated that the Fleetmatics Board would be engaging a financial adviser to assist it in more thoroughly evaluating the proposal. Also in late May 2016, Mr. Doherty expressed to Fleetmatics’ representatives that Verizon was not willing to be involved in a competitive bid process.

On 27 May 2016, the Fleetmatics Board held a meeting to discuss Fleetmatics’ operating and financial performance and to discuss the financial adviser selection process. Representatives from Goodwin and Maples and Calder were present. The Fleetmatics Board reviewed Fleetmatics’ five-year model (2016-2020) as well as its year-to-date operating and financial performance for 2016. The Fleetmatics Board also discussed the principal strategic opportunities for, and risks and challenges currently facing, Fleetmatics. Among other things, the Fleetmatics Board discussed its focus on near-term growth opportunities in existing geographies, continued international expansion in Europe and revenue growth initiatives through recent acquisitions. The Fleetmatics Board also considered certain key challenges facing Fleetmatics, including Q2 2016 and fiscal year 2016 financial performance measured against guidance, market consolidation, increased competition with selling to small to medium sized businesses leading to pricing pressure and longer sales cycles, longer new product launch cycles, and complications and continued exposure to the customer decision-making process. Management also updated the Fleetmatics Board on the financial adviser selection process.

On 31 May 2016, members of Fleetmatics’ management team, including Ms. Levine, Ms. Ward, Mr. Lifshatz and Andrew Reynolds, Fleetmatics’ Senior Vice President of Global Business Development, interviewed certain financial advisers to assist the Fleetmatics Board in evaluating the Initial Proposal. During this meeting, members of Fleetmatics’ management team asked the various financial advisers, including Morgan Stanley, about potential conflicts of interest with potential bidders, and no material conflicts of interest were raised.

On 1 June 2016, in response to a request from Verizon to provide an update on Fleetmatics’ evaluation of the Initial Proposal, Mr. Travers conveyed to Verizon again that the Fleetmatics Board would be engaging a financial adviser to assist it in more thoroughly evaluating the Initial Proposal.

On 2 June 2016, the Fleetmatics Board held a meeting to discuss the financial adviser selection process and the formation of a transaction committee. Representatives from Goodwin and Maples and Calder were present. Management updated the Fleetmatics Board on management’s interviews of various financial advisers and recommended that the Fleetmatics Board engage Morgan Stanley. Management recommended Morgan Stanley because of its familiarity with Fleetmatics and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, its global reach as well as its substantial experience in public company sale transactions, including those involving Irish public limited companies. The Fleetmatics Board discussed the necessity for engaging a financial adviser to assist in evaluating Verizon’s preliminary expression of interest as well as assessing the strategic alternatives available to Fleetmatics. The Fleetmatics Board discussed potential conflicts of interests between Morgan Stanley and Verizon as well as other potential bidders and no material conflicts of interest were raised. Representatives from Goodwin and Maples and Calder discussed the formation of a transaction committee to assist management with

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the negotiations of Morgan Stanley’s engagement letter, to approve the engagement of Morgan Stanley and to assist management with its future interactions with Verizon. The Fleetmatics Board authorised the formation of a transaction committee consisting of non-executive Directors Jack Noonan, Andrew G. Flett, Vincent R. De Palma and Liam Young (referred to herein as the “ Transaction Committee ”). At the conclusion of this meeting, the Fleetmatics Board authorised management to negotiate the engagement of Morgan Stanley, subject to the final approval of the Transaction Committee.

Between 2 June 2016 and 5 June 2016, Fleetmatics’ management, with the assistance of the Transaction Committee, negotiated the terms of the engagement letter with Morgan Stanley, including the proposed fee structure. On 5 June 2016, the Transaction Committee approved executing an engagement letter with Morgan Stanley pursuant to which Morgan Stanley would serve as the financial adviser to the Fleetmatics Board to assist with assessing the strategic alternatives available to Fleetmatics, including the Initial Proposal.

On 6 June 2016, Fleetmatics and Morgan Stanley executed the engagement letter.

On 11 June 2016, the Fleetmatics Board held a meeting to further discuss Fleetmatics’ strategic alternatives and the Initial Proposal. In attendance at that meeting were representatives of Morgan Stanley, Goodwin and Maples and Calder. At this meeting, the Morgan Stanley representatives reviewed with the Fleetmatics Board Fleetmatics’ standalone plan and financial performance, including Fleetmatics’ then current internal summary management forecast for 2016-2020, with an extrapolation by Morgan Stanley at the direction, and with the approval, of Fleetmatics’ management for 2021-2025 based on Fleetmatics’ management’s assumed earnings and revenue growth rates (the management forecast for 2016-2025 is referred to as the “Projections”—(see “— Certain Financial Projections ” below for further detail regarding the Projections)) and preliminary view on Fleetmatics’ valuation. In connection with its review of the standalone plan, the Fleetmatics Board discussed the business and financial prospects of Fleetmatics and the perceived risks associated with continuing its operations on a standalone basis, including the difficulty of achieving the growth and scale required to compete and accomplish its strategic objectives. The Fleetmatics Board also discussed Fleetmatics’ year-to-date operating and financial performance and risks to its business, including risks resulting from increased competition, Q2 2016 and fiscal year 2016 financial performance measured against guidance, continued weakness in oil and gas sector and related service industries, increased competition with selling to small to medium sized businesses leading to pricing pressure and longer sales cycles, longer new product launch cycles and complications and continued exposure to the customer decision-making process. Morgan Stanley also provided its perspectives on how Verizon was likely evaluating Fleetmatics from a financial point of view as well as a comparison of the Initial Proposal to comparable transactions. Following this discussion, the Fleetmatics Board affirmed its earlier assessment that the U.S.$53.00 per share price undervalued Fleetmatics’ business and authorised management, with the assistance of the Transaction Committee, to encourage Verizon to present a price at or above U.S.$60.00 per share.

At the 11 June 2016 board meeting, Goodwin and Maples and Calder again reviewed the Fleetmatics Board’s fiduciary duties in the context of evaluating the Initial Proposal. The Fleetmatics Board then discussed the advisability of approaching third parties other than Verizon and again considered the benefits and risks in doing so. With the assistance of Goodwin and Maples and Calder, the Fleetmatics Board again considered the fact that, under the Irish Takeover Rules, Fleetmatics generally would be required to make public disclosure of its consideration of a sale of Fleetmatics if there were leaks or unusual movements in Fleetmatics’ share price or if Fleetmatics were to receive an indication of a firm intention to make an offer (even if the Fleetmatics Board intended to reject (not recommend) that offer). The Fleetmatics Board discussed the fact that the potential for leaks would meaningfully increase if Fleetmatics were to broaden the process by contacting and potentially engaging with third parties other than Verizon. The Fleetmatics Board also noted that approval of the Panel would be required in order to enter into discussions regarding a potential transaction with more than one party, and that the Panel would be keenly focused on leaks thereafter. The Fleetmatics Board also expressed concern that Verizon might become aware of any approach to the Panel and withdraw its proposal. The Fleetmatics Board discussed and acknowledged the fact that Fleetmatics was not for sale and any such disclosure might be

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detrimental to Fleetmatics’ ability to remain independent and to conduct Fleetmatics’ business in the ordinary course, particularly if a potential transaction were to be announced and not ultimately be consummated. The Fleetmatics Board also considered the potential disruptions to Fleetmatics’ business of a protracted process, including distraction of management time and resources as well as the disclosure of competitively sensitive information that could meaningfully compromise its ability to differentiate its products and services from those of its competitors. Based on the benefits and risks discussed by the Fleetmatics Board, the Fleetmatics Board concluded that it would be prudent and in the best interests of Fleetmatics Shareholders to focus any discussions solely on Verizon at this time.

On 14 June 2016, representatives of Morgan Stanley reached out to representatives of Verizon, including Mr. Doherty. Morgan Stanley conveyed the Fleetmatics Board’s view that the Initial Proposal represented an inadequate valuation of Fleetmatics.

On 15 June 2016, Mr. Doherty reached out to representatives of Morgan Stanley to request a telephone call to discuss Verizon’s Initial Proposal. During a call later that day, Mr. Doherty communicated to representatives of Morgan Stanley an increased non-binding proposal from Verizon to acquire Fleetmatics for U.S.$58.00 per share in cash and requested an exclusive negotiation period for a 30-day period (referred to herein as the “ June 15 Proposal ”). Mr. Travers informed the Fleetmatics Board of the receipt of the June 15 Proposal and indicated that he would convene a meeting of the Transaction Committee and a meeting of the Fleetmatics Board to review the June 15 Proposal.

On 16 June 2016, representatives of Verizon delivered to representatives of Morgan Stanley a due diligence request list.

On 17 June 2016, the Transaction Committee met to review the June 15 Proposal. In attendance at that meeting were representatives of Morgan Stanley, Goodwin and Maples and Calder. To assist the Transaction Committee in evaluating the June 15 Proposal and request for exclusivity, the representatives of Morgan Stanley reviewed with the Transaction Committee perspectives on how Verizon was likely evaluating Fleetmatics from a financial point of view as well as a comparison of the June 15 Proposal to comparable transactions. Goodwin and Maples and Calder reviewed for the Transaction Committee the Fleetmatics Board’s fiduciary duties in the context of evaluating the June 15 Proposal and considering strategic alternatives. The Transaction Committee then considered the merits of seeking permission from the Panel to reach out to a limited number of third parties other than Verizon. The Transaction Committee again discussed the benefits and risks associated with contacting parties other than Verizon, again considered the risks discussed by the Fleetmatics Board at prior meetings and again concluded that the risks of conducting a broader process outweighed the benefits. Following this discussion, the Transaction Committee concluded that the June 15 Proposal continued to undervalue Fleetmatics. The Transaction Committee authorised Morgan Stanley to convey this conclusion to Verizon but to also indicate that Fleetmatics remained open to having an ongoing dialogue. In an effort to move Verizon’s proposed price higher than its current U.S.$58.00 per share price, the Transaction Committee further authorised Morgan Stanley to communicate to Verizon that Verizon would need to propose a price of at least U.S.$60.00 per share in order for the Fleetmatics Board to consider entering an exclusive negotiation period during which time Verizon could conduct additional diligence.

On 20 June 2016, representatives of Morgan Stanley reached out to Mr. Doherty to discuss the June 15 Proposal. During this conversation representatives of Morgan Stanley communicated the view of the Transaction Committee that the June 15 Proposal continued to represent an inadequate valuation of Fleetmatics. Representatives of Morgan Stanley also communicated that Verizon would need to propose a price of at least U.S.$60.00 per share in order for the Fleetmatics Board to consider entering an exclusive negotiation period during which time Verizon could conduct additional diligence, including an in-person management meeting to discuss valuation drivers and potential synergies between the two companies.

On 21 June 2016, Mr. Doherty reached out to Mr. Travers to discuss the response to the June 15 Proposal. During this conversation, Mr. Doherty further increased Verizon’s non-binding proposal from Verizon to acquire

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Fleetmatics for U.S.$60.00 per share in cash and reiterated Verizon’s request for an exclusive negotiation period for a 30-day period (referred to herein as the “ June 21 Proposal ”). Mr. Travers informed the Fleetmatics Board of the receipt of the June 21 Proposal and indicated that he would convene a meeting of the Fleetmatics Board to review the June 21 Proposal.

On 22 June 2016, the Fleetmatics Board met to review the June 21 Proposal. In attendance at that meeting were representatives of Morgan Stanley, Goodwin and Maples and Calder. To assist the Fleetmatics Board in evaluating the June 21 Proposal and request for exclusivity, the representatives of Morgan Stanley reviewed with the Fleetmatics Board Morgan Stanley’s preliminary perspectives on Fleetmatics’ valuation, Morgan Stanley’s perspectives on how Verizon was likely evaluating Fleetmatics from a financial point of view as well as a comparison of the June 21 Proposal to comparable transactions. In connection with their review of Fleetmatics’ standalone plans, the Fleetmatics Board discussed the business and financial prospects of Fleetmatics and the perceived risks associated with continuing its operations on a standalone basis, including the growth and scale required to compete and accomplish Fleetmatics’ strategic objectives. Among other things, the Fleetmatics Board discussed its focus on near-term growth opportunities in existing geographies, continued international expansion in Europe and revenue growth initiatives through recent acquisitions. The Fleetmatics Board also discussed Fleetmatics’ year-to-date operating and financial performance and risks to Fleetmatics’ business, including risks resulting from increased competition, Q2 2016 and fiscal year 2016 financial performance measured against guidance, continued weakness in oil and gas sector and related service industries, increased competition with selling to small to medium sized businesses leading to pricing pressure and longer sales cycles, longer new product launch cycles and complications and continued exposure to the customer decision-making process. The Fleetmatics Board further noted that it had been four weeks since the receipt of the Initial Proposal and that the risk of leaks would continue during Verizon’s proposed exclusivity period of an additional 30 days. In view of the continuing leak risk and the considerations discussed by the Fleetmatics Board relating to Fleetmatics’ standalone plans and disruptions to those plans and to management resulting from a protracted process, the Fleetmatics Board believed that it was imperative that any transaction with Verizon be signed and publicly announced prior to the public disclosure of Fleetmatics’ second quarter financial results.

At the 22 June 2016 board meeting, Goodwin and Maples and Calder reviewed the Fleetmatics Board’s fiduciary duties in the context of evaluating the June 21 Proposal and considering strategic alternatives. The Fleetmatics Board again discussed the benefits and risks associated with contacting third parties other than Verizon and again considered the risks discussed by the Fleetmatics Board at prior meetings. The Fleetmatics Board also considered the fact that the typical deal protection provisions in an Irish public company sale transaction are significantly less burdensome than in a similar U.S. transaction and as such present a relatively low entry barrier to a third party that may be interested in acquiring Fleetmatics. The Fleetmatics Board also considered the risk that Verizon would withdraw the June 21 Proposal if Fleetmatics were to contact other parties and further noted that the typical exclusivity agreement for an Irish public company sale transaction would contain an ability to engage in discussions with a third party that makes an unsolicited proposal during the exclusivity period. Following this discussion, the Fleetmatics Board concluded that the risks of conducting a broader process outweighed the benefits and authorised management to enter into a limited exclusive negotiation period during which time Verizon could conduct additional diligence, with the length of which to be approved by the Transaction Committee.

Between 23 June 2016 and 27 June 2016, representatives of Verizon and representatives of Fleetmatics negotiated the terms of an exclusivity agreement.

On 27 June 2016, the Transaction Committee met to review the proposed terms of the exclusivity agreement. In attendance at that meeting were representatives of Morgan Stanley, Goodwin and Maples and Calder. Following a discussion of the potential parameters of the exclusivity terms, the Transaction Committee authorised management to enter into an exclusivity agreement which provided Verizon with a three week exclusive negotiation period, subject to a single, one week extension upon Verizon’s reconfirmation of the U.S.$60.00 per share price.

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On 28 June 2016, Fleetmatics entered into an exclusivity agreement with Verizon pursuant to which it provided Verizon with a three week exclusive negotiation period, subject to a single, one week extension upon Verizon’s reconfirmation of the U.S.$60.00 per share price. The exclusivity agreement also included an ability under certain circumstances for Fleetmatics to provide confidential information and enter into discussions and negotiations with a third party that made an unsolicited proposal during the exclusivity period. Later that day, Cleary Gottlieb Steen & Hamilton LLP (referred to herein as “ Cleary Gottlieb ”), Verizon’s outside U.S. legal counsel, provided initial drafts of the Transaction Agreement, Expenses Reimbursement Agreement and the Conditions to Goodwin.

On 29 June 2016, Fleetmatics provided Verizon with access to an electronic data room for the purpose of permitting Verizon to conduct confirmatory due diligence on its business and operations.

Between 6 July 2016 and 29 July 2016, Verizon and its advisers conducted due diligence, including a series of telephonic meetings with Fleetmatics’ management on a number of issues, including, but not limited to, Fleetmatics’ financial condition, technology matters, tax matters, accounting matters, intellectual property matters and human resources matters. Members of Fleetmatics’ management also shared certain prospective financial information to Verizon during this period (see “— Certain Financial Projections—Other Information ” below for further detail). Also during this period, Fleetmatics, with the assistance of Morgan Stanley, responded to requests by Verizon for additional information concerning Fleetmatics. In addition, Verizon and its advisers reviewed the information contained in Fleetmatics’ data room. During this time period, the parties negotiated the terms of the transaction documents, including the Rule 2.5 Announcement, and exchanged drafts between the parties.

On 8 July 2016, Fleetmatics’ management met in person with representatives of Verizon to discuss Fleetmatics’ business and operations. Representatives of Morgan Stanley, PricewaterhouseCoopers LLP, attending in their capacity as Verizon’s valuation consultants, PJT Partners LP (referred to herein as “ PJT Partners ”), Verizon’s financial adviser and Wells Fargo Securities (referred to herein as “ Wells Fargo ”), Verizon’s financial adviser were also in attendance.

On 11 July 2016, the Transaction Committee met to review the current status of Verizon’s diligence review and the proposed comments on the Transaction Agreement, Expenses Reimbursement Agreement and the Conditions. In attendance at that meeting were representatives of Morgan Stanley, Goodwin and Maples and Calder. The Fleetmatics management team and representatives of Morgan Stanley reviewed the status of Verizon’s diligence, including the in-person meeting on 8 July 2016 and conducted a discussion of the preliminary Q2 financial results. Goodwin and Maples and Calder reviewed the key provisions of the Transaction Agreement, Expenses Reimbursement Agreement and the Conditions, including structure and timing considerations, offer conditions, required regulatory approvals, equity acceleration, non-solicitation provisions that would permit Fleetmatics to negotiate and accept an unsolicited superior proposal, subject to compliance with the Transaction Agreement and Verizon’s matching rights, termination provisions, the 1% termination fee included in the Expenses Reimbursement Agreement, and circumstances under which the termination fee would be payable. The Transaction Committee asked questions and discussed the agreement provisions and related documentation.

On 12 July 2016, Goodwin and Maples and Calder sent revised drafts of the Transaction Agreement, Expenses Reimbursement Agreement and the Conditions to Cleary Gottlieb.

On 15 July 2016, representatives of Verizon contacted representatives of Morgan Stanley to discuss the status of Verizon’s diligence to date. During this call, a representative of Verizon requested a two week extension of the exclusivity period rather than the one week extension provided in the exclusivity agreement upon reconfirmation of the U.S.$60.00 per share price.

On 15 July 2016, Fleetmatics received an inquiry from a third party (referred to herein as “ Company X ”) to discuss Company X’s existing commercial arrangements with Fleetmatics and to explore Fleetmatics’

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willingness to discuss a broader strategic relationship that could involve the acquisition of Fleetmatics. This inquiry was general in nature and did not propose a structure or price or any other specific terms and, as such, Fleetmatics was not permitted to engage in discussions with, or provide confidential information to, Company X under the terms of the exclusivity agreement with Verizon. Between 15 July 2016 and 17 July 2016, management consulted with Morgan Stanley, Goodwin and Maples and Calder regarding potential responses to the inquiry from Company X. After considering a number of factors, including Company X’s ability to move expeditiously to execute an agreement at or above U.S.$60.00 per share prior to the expiration of the exclusivity period with Verizon or the announcement of Fleetmatics’ Q2 2016 results, the significant increase in leak risk associated with entering into discussions with another party, the increased distraction to management associated with engaging with another party, the increased risks associated with sharing proprietary information with another party, the risk that Verizon might view any such engagement with Company X as a breach of the exclusivity agreement, the risk that Verizon might withdraw the June 21 Proposal or from negotiations altogether, as well as the other factors previously discussed by the Fleetmatics Board that, in the Fleetmatics Board’s judgment would provide any third party, including Company X, with a meaningful opportunity to present a transaction superior to the June 21 Proposal following the entry into a definitive transaction agreement with Verizon, management responded to Company X on 18 July 2016 that it could not assemble senior members of management to meet to discuss a potential acquisition until the second week of August.

On 18 July 2016, representatives of Verizon verbally reconfirmed the U.S.$60.00 per share price to representatives of Morgan Stanley.

On 19 July 2016, the Transaction Committee met to discuss the current status of Verizon’s diligence review and Verizon’s request for a two week exclusivity period extension through 2 August 2016. In attendance at that meeting were representatives of Morgan Stanley, Goodwin and Maples and Calder. Fleetmatics’ management team and representatives of Morgan Stanley reviewed the status of Verizon’s diligence and Verizon’s exclusivity period extension request. Fleetmatics’ management team also updated the Transaction Committee on the inquiry from Company X, the management team’s response to Company X and the management team’s discussions with Morgan Stanley, Goodwin and Maples and Calder prior to responding to Company X. At this meeting, Goodwin and Maples and Calder reviewed the Fleetmatics Board’s fiduciary duties in the context of determining an appropriate response to Company X, noting that Company X’s inquiry was general in nature and did not propose a structure or price or any other specific terms and, as such, Fleetmatics was not permitted to engage in discussions with, or provide confidential information to, Company X under the terms of the exclusivity agreement with Verizon. The Transaction Committee considered a number of factors, including Company X’s ability to move expeditiously to execute an agreement at or above U.S.$60.00 per share prior to the expiration of the exclusivity period with Verizon or the announcement of Fleetmatics’ Q2 2016 results, the significant increase in leak risk associated with entering into discussions with another party, the increased distraction to management associated with engaging with another party, the increased risks associated with sharing proprietary information with another party and the risk of a transaction falling through with Company X and Verizon, the risk that Verizon might view any such engagement with Company X as a breach of the exclusivity agreement, the risk that Verizon might withdraw the June 21 Proposal or from negotiations altogether, as well as the other factors previously discussed by the Fleetmatics Board that, in the board’s judgment would provide any third party, including Company X, with a meaningful opportunity to present a transaction superior to the June 21 Proposal following the entry into a definitive transaction agreement with Verizon. After discussing the response to Company X and whether or not the management team should send a revised communication to Company X, the Transaction Committee determined that, even if it could have engaged with Company X without breaching the terms of the exclusivity agreement, it was in the best interest of the Fleetmatics’ shareholders not to send any additional communication to Company X. At the conclusion of this meeting, the Transaction Committee authorised management to enter into an exclusivity agreement extension that provided Verizon with an exclusive negotiation period through 29 July 2016 upon Verizon’s written reconfirmation of the U.S.$60.00 per share price.

On 19 July 2016, Verizon and Fleetmatics executed an exclusivity agreement extension which provided Verizon with an exclusive negotiation period through 29 July 2016 and included Verizon’s written reconfirmation of the

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U.S.$60.00 per share price. Later that day, Cleary Gottlieb sent revised drafts of the Transaction Agreement, Expenses Reimbursement Agreement and the Conditions to Goodwin and Maples and Calder.

Between 20 July 2016 and 30 July 2016, representatives of Verizon, PJT Partners, Wells Fargo and Morgan Stanley had a series of discussions regarding open items in the Transaction Agreement, including the treatment of equity awards and various covenants.

On 21 July 2016, Goodwin and Maples and Calder sent a revised draft of the Expenses Reimbursement Agreement to Cleary Gottlieb.

On 22 July 2016, the Fleetmatics Board had a meeting to discuss the status of negotiations with Verizon and the status of the open due diligence issues. In attendance at that meeting were representatives of Morgan Stanley, Goodwin and Maples and Calder. Fleetmatics’ management team and representatives of Morgan Stanley reviewed the status of Verizon’s diligence. The management team also updated the Fleetmatics Board on Verizon’s reaffirmation of price, the extension of exclusivity through 29 July 2016, and the inquiry from, and response to, Company X. Fleetmatics’ management team summarised for the Fleetmatics Board the decision making process that led to the response. Goodwin and Maples and Calder reviewed for the Fleetmatics Board the updated terms of the transaction documents, indicated the remaining unresolved issues and informed the Fleetmatics Board as to the parties’ respective positions with respect to those issues. The Fleetmatics Directors commented and raised a number of issues, which were addressed by Morgan Stanley, Goodwin and Maples and Calder. At the conclusion of the meeting, the Fleetmatics Board directed management, Morgan Stanley, Goodwin and Maples and Calder to continue negotiations with Verizon.

On 22 July 2016, Goodwin sent revised drafts of the Transaction Agreement and the Conditions to Cleary Gottlieb.

Between 25 July 2016, and 30 July 2016, representatives from Goodwin, Maples and Calder, Cleary Gottlieb, A&L Goodbody, Verizon’s Irish legal adviser, Macfarlanes LLP, Verizon’s UK legal adviser, Morgan Stanley, PJT Partners and Wells Fargo engaged in a series of negotiations to finalise the Transaction Agreement, Expenses Reimbursement Agreement, the Rule 2.5 Announcement and the Conditions.

Between 25 July 2016 and 28 July 2016, Morgan Stanley, PJT Partners, Wells Fargo, Maples and Calder and A&L Goodbody engaged in several communications with the Panel regarding various issues related to the Acquisition and the Irish Takeover Rules. On 26 July 2016, Maples and Calder submitted the draft Expenses Reimbursement Agreement to the Panel for review and approval. On 28 July 2016, the Panel informed Maples and Calder that it had approved the draft Expenses Reimbursement Agreement, which approval the Panel confirmed in writing on 2 August 2016.

On 27 July 2016, the Fleetmatics Board had a meeting to discuss the status of negotiations with Verizon and receive Morgan Stanley’s preliminary financial analysis of the proposed terms of the transaction. In attendance at that meeting were representatives of Morgan Stanley, Goodwin and Maples and Calder. At this meeting, management, together with Morgan Stanley, Goodwin and Maples and Calder, updated the Fleetmatics Board on all of the material terms of the transaction and the resolution of all significant issues. Morgan Stanley made a presentation to the Fleetmatics Board regarding the preliminary financial analysis of the proposed terms of the transaction. The Fleetmatics Board reviewed potential conflicts of interest between Morgan Stanley and Verizon, and no material conflicts of interest were raised.

On 29 July 2016, the Fleetmatics Board had a meeting to consider approving the proposed transaction with Verizon as well as the related transaction documents. In attendance at that meeting were representatives of Morgan Stanley, Goodwin and Maples and Calder. At this meeting, Fleetmatics’ management, together with Morgan Stanley, Goodwin and Maples and Calder, updated the Fleetmatics Board on all of the material terms of the transaction and the resolution of all significant issues. Morgan Stanley made a presentation to the Fleetmatics

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Board regarding the financial analysis of the proposed terms of the transaction. At the conclusion of Morgan Stanley’s presentation, Morgan Stanley delivered an oral opinion to the Fleetmatics Board that, as of 29 July 2016, and based on and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley that would be set forth in its written opinion, as of the date of such opinion, the Consideration to be received by Fleetmatics Shareholders pursuant to the Transaction Agreement was fair and reasonable from a financial point of view to such Fleetmatics Shareholders, which opinion was later confirmed in writing. The Fleetmatics Board then continued to discuss the terms of the proposed transaction and a variety of considerations concerning the transaction that the Fleetmatics Board deemed relevant. Based on these deliberations, by the unanimous vote of all of the Fleetmatics Directors, the Fleetmatics Board determined that the terms of the Acquisition were fair and reasonable and that it was advisable to consummate the Acquisition as described in the Transaction Agreement, the Expenses Reimbursement Agreement, the Rule 2.5 Announcement and related documents.

Following this meeting, on 30 July 2016, the parties executed the Transaction Agreement and the Expenses Reimbursement Agreement and, on 1 August 2016, issued both the Rule 2.5 Announcement and a joint press release announcing the Acquisition before the opening of the markets.

Reasons for the Acquisition

In reaching its determination, the Fleetmatics Board consulted with management, Morgan Stanley and its outside legal advisers, drew on its knowledge of the business, operations, properties, assets, financial condition, operating results, historical market prices and prospects of Fleetmatics and considered the following factors in favour of the Acquisition:

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In the course of its deliberations, the Fleetmatics Board also considered a variety of risks and other countervailing factors, including:

The foregoing summary of the factors considered by the Fleetmatics Board is not intended to be exhaustive, but does set forth the principal factors considered by the Fleetmatics Board. The Fleetmatics Board collectively reached the unanimous conclusion to recommend the Acquisition in light of the various factors described above and other factors that each member of the Fleetmatics Board felt was appropriate. In view of the wide variety of factors considered by the Fleetmatics Board in connection with its evaluation of the Acquisition and the complexity of these matters, the Fleetmatics Board did not consider it practical and did not attempt to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. Rather, the Fleetmatics Board makes its recommendation based on the totality of information presented to and the investigation conducted by it, with the assistance of its advisers. In considering the factors discussed above, individual Fleetmatics Directors may have given different weights to different factors.

As a result, the Fleetmatics Board considers the terms of the Acquisition to be fair and reasonable and unanimously recommends that Fleetmatics Shareholders vote in favour of the Acquisition and the Scheme.

Upon the Scheme becoming effective, each Fleetmatics Director will resign from the Fleetmatics Board if requested by Verizon. One or more persons affiliated with Verizon may be appointed to the Fleetmatics Board.

The Fleetmatics Group is party to indemnification agreements with each of the Fleetmatics Directors that require Fleetmatics to, among other things, indemnify the Fleetmatics Directors against certain liabilities that may arise by reason of their status of service as Fleetmatics Directors. In addition, pursuant to the terms of the Transaction Agreement, the Fleetmatics Directors will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies from Fleetmatics or Verizon.

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Further information explaining the effect of the Acquisition on the interests of the Fleetmatics Directors and executive officers is set out in paragraph 7 of Part 3 (Information Required under Section 452 of the Act) of this document.

Upon the Scheme becoming effective, Verizon has agreed to cause Fleetmatics and its subsidiaries to honour, in accordance with its terms, each compensation, employment, severance, change-of-control and similar agreement to which Fleetmatics or a subsidiary is a party and that has been disclosed to Verizon pursuant to the Transaction Agreement, provided that such obligation is subject to any right of Verizon to amend or terminate any such agreement in accordance with its terms. For a period of one year following the Effective Time, Verizon will provide or cause to be provided to each continuing Fleetmatics employee (each, a “ Fleetmatics Employee ”):

For the 2016 fiscal year of Fleetmatics, Verizon will continue, or cause to be continued, the same cash bonus opportunity (performance metrics and target bonus as a percentage of base compensation) as was provided to the applicable Fleetmatics Employees immediately prior to the Effective Time.

The Fleetmatics Board understands that, at this point in time, Verizon has not yet developed its plans regarding the potential impact of the Acquisition on Fleetmatics’ operations, including its employees, locations of business or redeployment of fixed assets. The Fleetmatics Board understands that any such strategic plans will be finalised once the Acquisition has been completed and Verizon has obtained a greater insight into the day-to-day running of the Fleetmatics Group, but welcomes the commitments given by Verizon in the Transaction Agreement and as set out above. Further details of Verizon’s intentions for the management, employees and locations of Fleetmatics are set out in paragraph 5 of Part 2 (Letter from Bidco) of this document.

The following summary of the Expenses Reimbursement Agreement is qualified by reference to the complete text of the Expenses Reimbursement Agreement, which is attached to this document as Annex B.

In connection with the Acquisition, Fleetmatics and Verizon entered into an Expenses Reimbursement Agreement dated 30 July 2016, the terms of which have been approved by the Panel. Under the Expenses Reimbursement Agreement, Fleetmatics has agreed to pay to Verizon in certain circumstances an amount equal to all documented, specific and quantifiable third party costs and expenses incurred by Verizon, or on its behalf, for the purposes of, in preparation for, or in connection with the Acquisition, including but not limited to, exploratory work carried out in contemplation of and in connection with the Acquisition, legal, financial and commercial due diligence, arranging financing and engaging advisers to assist in the process. The gross amount payable to Verizon pursuant to the Expenses Reimbursement Agreement will not, in any event, exceed such sum as is equal to 1% of the total value of the issued share capital of Fleetmatics that is the subject of the Acquisition (excluding, for the avoidance of doubt, any treasury shares and any interest in such share capital of Fleetmatics held by Verizon or any Concert Parties of Verizon) as ascribed by the terms of the Acquisition. The amount payable by Fleetmatics to Verizon under such provisions of the Expenses Reimbursement Agreement will exclude any amounts in respect of VAT incurred by Verizon attributable to such third party costs other than irrecoverable VAT incurred by Verizon. The circumstances in which such payment will be made are:

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Morgan Stanley and the Fleetmatics Board have each confirmed in writing to the Panel that, in the opinion of Morgan Stanley and the Fleetmatics Board (respectively), in the context of the Note to Rule 21.2 of the Irish Takeover Rules and the Acquisition, the Expenses Reimbursement Agreement is in the best interests of the Fleetmatics Shareholders.

The following summary of the Transaction Agreement is qualified by reference to the complete text of the Transaction Agreement, which is attached to this document as Annex A.

In connection with the Scheme, Fleetmatics, Bidco and Verizon entered into a Transaction Agreement on 30 July 2016, which governs their relationship during the period until the Scheme becomes effective, lapses or is withdrawn and which contains certain assurances in relation to the implementation of the Scheme and the conduct of Fleetmatics’ business up to the Effective Date.

Under the terms of the Transaction Agreement, the parties agree:

Under the Transaction Agreement, Fleetmatics has agreed that, from the date of the Transaction Agreement through the Effective Time or the date, if any, on which the Transaction Agreement is terminated, as discussed in paragraph 7.4 of this Part 1 (Letter of Recommendation from the Fleetmatics Board) of this document, Fleetmatics and its subsidiaries will conduct their business in the ordinary course consistent with past practice. Furthermore, Fleetmatics and its subsidiaries have agreed not to take any of the following actions (except as may be required by law, or as expressly contemplated or permitted by the Transaction Agreement, or to the extent Verizon consents in writing):

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The agreements related to the conduct of Fleetmatics’ business are subject to qualifications and limitations agreed to by the respective parties in connection with negotiating the terms of the Transaction Agreement, including information contained in a Fleetmatics Disclosure Schedule provided by Fleetmatics to Verizon in connection with the signing of the Transaction Agreement. The Fleetmatics Disclosure Schedule contains information that modifies, qualifies and creates exceptions to the agreements relating to the conduct of Fleetmatics’ business set forth in the Transaction Agreement. The agreements relating to the conduct of Fleetmatics’ business contained in the Transaction Agreement are complicated and not easily summarised. You are urged to carefully read clause 5.1 of the Transaction Agreement, which is attached to this document as Annex A.

The Transaction Agreement contains representations and warranties made by Fleetmatics to Verizon and Bidco and representations and warranties made by Verizon and Bidco to Fleetmatics. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in connection with negotiating the terms of the Transaction Agreement, including information contained in a Fleetmatics Disclosure Schedule provided by Fleetmatics to Verizon in connection with the signing of the Transaction Agreement. The Fleetmatics Disclosure Schedule contains information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Transaction Agreement. Furthermore, some of those representations and warranties may not be accurate or complete as of any particular date because

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they are subject to a contractual standard of materiality different from that generally applicable to public disclosures to shareholders. Moreover, certain representations and warranties in the Transaction Agreement were used for the purpose of allocating risk between Fleetmatics and Verizon rather than establishing matters as facts. Accordingly, you should not rely on the representations and warranties in the Transaction Agreement as characterisations of the actual state of facts about Fleetmatics or Verizon. This description of the representations and warranties is included to provide Fleetmatics Shareholders with additional information regarding the terms of the Transaction Agreement. It is not intended to provide any other factual information about Fleetmatics or Verizon.

In the Transaction Agreement, Fleetmatics has made representations and warranties to Verizon and Bidco with respect to, among other things:

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The representations and warranties included in the Transaction Agreement are complicated and not easily summarised. You are urged to carefully read clause 6 of the Transaction Agreement, which is attached to this document as Annex A.

The Transaction Agreement may be terminated at any time prior to the Effective Time by either Fleetmatics or Verizon,

In addition, the Transaction Agreement may be terminated at any time prior to the Effective Time by Verizon in the event that a Fleetmatics Change of Recommendation will have occurred prior to the EGM.

In addition, the Transaction Agreement may be terminated at any time prior to the Effective Time by Fleetmatics in connection with a Fleetmatics Superior Proposal.

Subject to any actions which Fleetmatics is required to take so as to comply with the requirements of the Irish Takeover Rules, Fleetmatics agrees that neither it nor any of its subsidiaries will, and that it will use its reasonable best efforts to cause its and their respective representatives and any person acting in concert with Fleetmatics not to, directly or indirectly: (1) solicit, initiate or knowingly encourage any enquiry with respect to, or the making or submission of, any Fleetmatics Alternative Proposal, (2) participate in any discussions or negotiations regarding a Fleetmatics Alternative Proposal with, or furnish any nonpublic information regarding a Fleetmatics Alternative Proposal to, any person that has made or, to Fleetmatics’ knowledge, is considering making a Fleetmatics Alternative Proposal, except to notify such person as to the existence of the provisions of this paragraph, or (3) waive, terminate, modify or fail to use its reasonable best efforts to enforce any provision of any “standstill” or similar obligation of any person with respect to Fleetmatics or any of its subsidiaries. Fleetmatics has agreed to, and to cause its subsidiaries and its and their respective representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted prior to the

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date of the Transaction Agreement with respect to any Fleetmatics Alternative Proposal, or any enquiry or proposal that may reasonably be expected to result in a Fleetmatics Alternative Proposal, request the prompt return or destruction of all confidential information previously furnished in connection therewith and immediately terminate all physical and electronic dataroom access previously granted to any such person or its representatives.

Notwithstanding the limitations set forth above, if Fleetmatics receives a bona fide written Fleetmatics Alternative Proposal or enquiry or proposal from a person who is intending on making a Fleetmatics Alternative Proposal and the Fleetmatics Board determines in good faith (after consultation with Fleetmatics’ financial adviser and outside legal adviser) that (1) such Fleetmatics Alternative Proposal, enquiry or proposal either constitutes a Fleetmatics Superior Proposal or could reasonably be expected to result in a Fleetmatics Superior Proposal and (2) the failure to take the actions described in clauses (x) and (y) below would be inconsistent with the directors’ fiduciary duties under applicable law, and which Fleetmatics Alternative Proposal, enquiry or proposal was made after the date of the Transaction Agreement and did not otherwise result from a breach of this paragraph, Fleetmatics may take any or all of the following actions: (x) furnish nonpublic information to the third party (and any persons acting in concert with such third party and to their respective potential financing sources and representatives) making or intending to make such Fleetmatics Alternative Proposal (provided that all such information has previously been provided to Verizon or is provided to Verizon concurrently with the time it is provided to such person(s)), if, and only if, prior to so furnishing such information, Fleetmatics receives from the third party an executed confidentiality agreement on terms no less restrictive of such person than the confidentiality agreement entered into between Verizon and Fleetmatics and (y) engage in discussions or negotiations with the third party with respect to such Fleetmatics Alternative Proposal. Fleetmatics will promptly (and in any event within 24 hours of receipt) notify Verizon orally and in writing of the receipt of any Fleetmatics Alternative Proposal or any communication or proposal that may reasonably be expected to lead to a Fleetmatics Alternative Proposal, and will, in the case of any such notice, set forth the material terms and conditions of such Fleetmatics Alternative Proposal or such communication or proposal (including any changes to such material terms and conditions) and the identity of the person making any such Fleetmatics Alternative Proposal, and thereafter will promptly keep Verizon informed on a current basis of any material change to the terms and status of any such Fleetmatics Alternative Proposal. Fleetmatics will provide to Verizon as soon as reasonably practicable after receipt or delivery thereof (and in any event within 24 hours of receipt or delivery) copies of all written correspondence and other written material exchanged between Fleetmatics or any of its subsidiaries and the person making any such Fleetmatics Alternative Proposal (or such person’s representatives) that describes any of the material terms or conditions of such Fleetmatics Alternative Proposal, including draft agreements or term sheets submitted by either party in connection therewith. Fleetmatics will not, and will cause its subsidiaries not to, enter into any confidentiality or other agreement with any person subsequent to the date of the Transaction Agreement that prohibits Fleetmatics from providing such information to Verizon.

Except under certain circumstances, neither the Fleetmatics Board nor any committee thereof will cause a Fleetmatics Change of Recommendation to occur or cause or allow Fleetmatics or any of its subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, transaction agreement, implementation agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or other agreement constituting or with respect to, or that would reasonably be expected to lead to, any Fleetmatics Alternative Proposal, or requiring, or reasonably expected to cause, Fleetmatics to abandon, terminate, delay or fail to consummate the Acquisition.

The Transaction Agreement provides that, for a period of one year following the Effective Time, Verizon will provide, or will cause to be provided, (1) a base salary or wage rate, as applicable, that is no less favourable to each Fleetmatics Employee who remains employed after the Effective Time than the base salary or wage rate provided to such Fleetmatics Employee as of immediately prior to the Effective Time and (2) benefits (excluding, for the avoidance of doubt, equity and equity-based compensation) that are substantially comparable,

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in the aggregate, either (A) to those generally made available to similarly situated Verizon employees under Verizon’s compensation and benefit plans and programs, (B) to those provided to such Fleetmatics Employees as a group immediately prior to the Effective Time or (C) any combination of (A) and (B) as determined by Verizon. For the 2016 fiscal year of Fleetmatics or Verizon will continue, or cause to be continued, the same cash bonus opportunity (performance metrics and target bonus as a percentage of base compensation) as was provided to the applicable Fleetmatics Employees immediately prior to the Effective Date.

In addition, Verizon will provide that, for purposes of vesting and eligibility to participate and, solely in respect of any severance or vacation plan, level of benefits under the employee benefit plans of Verizon providing benefits to any Fleetmatics Employees after the Effective Time (the “ New Plans ”), each Fleetmatics Employee will be credited with his or her years of service with Fleetmatics and its subsidiaries and their predecessors before the Effective Time, to the same extent as such Fleetmatics Employee was entitled, before the Effective Time, to credit for such service under any similar Fleetmatics benefit plan in which such Fleetmatics Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing will (1) not apply with respect to any benefit accrual under any defined benefit pension plan or retiree welfare benefit plan, (2) not apply to the extent that would result in a duplication of benefits with respect to the same period of service, (3) not apply for purposes of any plan, program or arrangement (x) under which similarly situated employees of Verizon and its subsidiaries do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation, (4) apply only with respect to the initial welfare benefit plan of Bidco that a Fleetmatics Employee is eligible to participate in immediately following the Effective Time. In addition, and without limiting the generality of the foregoing, (A) each Fleetmatics Employee will be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Fleetmatics benefit plan in which such Fleetmatics Employee participated immediately before the Effective Time (such plans, collectively, the “ Old Plans ”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits (but not including any disability benefits) to any Fleetmatics Employee, Verizon will use its commercially reasonable efforts to cause (i) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Fleetmatics Employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans, and (ii) any eligible expenses incurred by such Fleetmatics Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Fleetmatics Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Fleetmatics Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

Verizon agrees that all rights to indemnification, advancement of expenses or exculpation (including all limitations on personal liability) existing as of the date of the Transaction Agreement in favour of each present and former director, officer or employee of Fleetmatics or any of its subsidiaries provided for in their respective organisational documents or in any agreement to which Fleetmatics or any of its subsidiaries is a party in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by the Transaction Agreement) will survive the consummation of the Scheme and will continue in full force and effect in accordance with their terms. For a period of six years after the Effective Time, Verizon will maintain in effect the provisions for indemnification, advancement of expenses or exculpation in the organisational documents of Fleetmatics and its subsidiaries or in any agreement to which Fleetmatics or any of its subsidiaries is a party and will not amend, repeal or otherwise modify such provisions in any manner that would adversely affect the rights thereunder of any individuals who at any time prior to the Effective Time were directors, officers or employees of Fleetmatics or any of its subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by

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the Transaction Agreement); provided, however, that in the event any claim, action, suit proceeding or investigation is pending, asserted or made either prior to the Effective Time or within such six year period, all rights to indemnification, advancement of expenses or exculpation required to be continued in respect thereof will continue until disposition thereof.

At and after the Effective Time, Fleetmatics will (and Verizon will cause Fleetmatics to), to the fullest extent permitted under applicable law, indemnify and hold harmless each present and former director, officer or employee of Fleetmatics or any of its subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Fleetmatics or any of its subsidiaries (each, together with his or her respective heirs and representatives, a “ Fleetmatics Indemnified Party ” and, collectively, the “ Fleetmatics Indemnified Parties ”) against all costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Fleetmatics Indemnified Party to the fullest extent permitted by law), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any actual or threatened claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in such person’s capacity as a director, officer or employee of Fleetmatics or any of its subsidiaries or as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Fleetmatics or any of its subsidiaries, in each case occurring or alleged to have occurred at or before the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by the Transaction Agreement).

For a period of six years from the Effective Time, Verizon will cause to be maintained in effect the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of immediately prior to the Effective Time maintained by Fleetmatics and its subsidiaries with respect to matters arising on or before the Effective Time (provided that Verizon may substitute therefor (i) policies with a carrier with comparable credit ratings to the existing carrier of at least the same coverage and amounts containing terms and conditions that are no less favourable to the insured as those provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the date of the Transaction Agreement (the “ Existing Policies ”) or (ii) a six year prepaid “tail policy” that covers those persons who are currently covered by the Existing Policies for actions and omissions occurring at or prior to the Effective Time and containing terms and conditions that are no less favourable to the insured than those of the Existing Policies); provided, however, that Verizon will not be required to pay aggregate premiums in excess of 250% of the last annual premium paid by Fleetmatics under the Existing Policies in respect of the coverages required to be obtained pursuant hereto, but in such case will purchase as much coverage as reasonably practicable for such amount. Notwithstanding the foregoing and in satisfaction of Verizon’s obligations under the immediately preceding sentence, prior to the Effective Time, Fleetmatics may purchase a six year prepaid “tail policy” under the Existing Policies; provided, however, that Fleetmatics will not be permitted to pay an amount in excess of U.S.$950,000, subject to certain adjustment, for such “tail policy”, but in such case may purchase as much coverage as reasonably practicable for such amount. If any such prepaid tail policy has been obtained prior to the Effective Time, Verizon will cause to be maintained such policy in full force and effect for its full term, and continue to honour the obligations thereunder.

The Transaction Agreement also contains covenants relating to the preparation and distribution of this document and all requisite regulatory filings.

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Fleetmatics Share Awards

Each Fleetmatics Share Award that is outstanding and vested immediately prior to the Effective Time (including, as a result of any applicable vesting acceleration) will, without any further action on the part of any holder thereof, be cancelled, extinguished and converted into the right of the former holder of such Fleetmatics Share Award to receive U.S.$60.00 per Fleetmatics Share underlying such Fleetmatics Share Award, without interest and less any required withholdings applicable to such Fleetmatics Share Award, which Consideration will be made or caused to be made by Bidco as of, or within 30 days after, the Effective Time.

Each Unvested Share Award will, without any further action on the part of any holder thereof, be cancelled, extinguished and converted into the right of the former holder of such Unvested Share Award to receive, following the Effective Time, the Unvested Share Award Consideration, payable at such time or times as set forth in the paragraph below.

All amounts payable with respect to any Unvested Share Award will (1) be deemed earned and vested on the date(s) on which such Unvested Share Award would otherwise have vested in accordance with the vesting schedule that applied to such Unvested Share Award immediately prior to the Effective Time (including any applicable acceleration provisions, except as otherwise agreed to by Verizon and such former holder in writing), subject to satisfaction of all applicable vesting conditions on or prior to such vesting date(s), and (2) be paid by Verizon or its designee, less any applicable withholding taxes and in accordance with its payroll procedures, no later than 30 days following the vesting date(s) of such Unvested Share Award; provided, however, that any performance measures applicable to such Unvested Share Award will be deemed to have been satisfied as of the Effective Time as if 100% of the applicable performance targets have been achieved and thereafter such Unvested Share Award will continue to vest based upon the otherwise applicable time-based vesting schedule subject to acceleration as provided in this paragraph; provided further that if, prior to the time at which such Unvested Share Award is fully vested, an Unvested Share Award holder’s employment with Fleetmatics and its subsidiaries is terminated either (A) without cause (as defined in the Transaction Agreement) or (B) by reason of such holder’s disability or death, then, the Unvested Share Award Consideration will be payable to such holder with respect to any unvested portion of such Unvested Share Award (together with any other amounts due pursuant to this paragraph but not yet actually paid) promptly following such termination of employment.

Fleetmatics Options

Each Fleetmatics Option that is outstanding and unexercised immediately prior to the Effective Time and whether vested (including, as a result of any applicable vesting acceleration) or unvested, will, without any further action on the part of any holder thereof, be cancelled, terminated and converted into the right of the former holder of such Fleetmatics Option to receive, for each Fleetmatics Share then subject to such Fleetmatics Option, the Consideration, without interest and less the exercise price and any required withholdings applicable to such Fleetmatics Option, which will be made or caused to be made by Bidco as of, or within 30 days after, the Effective Time. If the exercise price per Fleetmatics Share of any Fleetmatics Option (whether or not vested) that is outstanding as of immediately prior to the Effective Time exceeds the Consideration, such Fleetmatics Option will be cancelled as of the Effective Time without the payment of any amount or other consideration in respect thereof.

Information in respect of Fleetmatics Share Plans and Fleetmatics Share Awards is contained in paragraph 6 of Part 3 (Information Required under Section 452 of the Act) of this document.

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On completion of the Acquisition, Fleetmatics will become a wholly-owned subsidiary of Bidco and trading of Fleetmatics Shares on the NYSE will be cancelled. Following such cancellation, the Fleetmatics Shares will not be publicly-traded or listed on a securities exchange in the United States or elsewhere and will be deregistered under the Exchange Act.

Any share certificates in respect of the Fleetmatics Shares will cease to be of value and should at the request of Fleetmatics be delivered to Fleetmatics, or any person appointed by Fleetmatics, for cancellation or destruction following the Effective Date. It is intended that Fleetmatics will be re-registered as a private limited company in due course following the Effective Date.

Your attention is drawn to the Morgan Stanley Fairness Opinion which is contained in Annex C to this document.

Morgan Stanley is acting as independent financial adviser to the Fleetmatics Directors in relation to the Acquisition for the purposes of Rule 3 of the Irish Takeover Rules.

As part of its engagement, the Fleetmatics Directors requested that Morgan Stanley render an opinion as to whether the Consideration to be received by Fleetmatics Shareholders pursuant to the Transaction Agreement was fair and reasonable from a financial point of view to such Fleetmatics Shareholders. On 29 July 2016, Morgan Stanley delivered its oral opinion to the Fleetmatics Directors and subsequently confirmed in writing in the Morgan Stanley Fairness Opinion that, as of that 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 the Morgan Stanley Fairness Opinion, the Consideration to be received by Fleetmatics Shareholders pursuant to the Transaction Agreement was fair and reasonable from a financial point of view to such Fleetmatics Shareholders.

The full text of the Morgan Stanley Fairness Opinion is attached as Annex C to this document. Fleetmatics urges Fleetmatics Shareholders to read the entire Morgan Stanley Fairness Opinion carefully to learn about the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering the Morgan Stanley Fairness Opinion.

Your attention is drawn to paragraph 11 of Part 3 (Information Required under Section 452 of the Act) of this document which contains a discussion of the Morgan Stanley Fairness Opinion.

Your attention is drawn to the information set out in the rest of this document. You are advised to read this document in its entirety and not to rely solely on the information in this Part 1 (Letter of Recommendation from the Fleetmatics Board) of this document.

Your attention is drawn to the summary of the action to be taken at pages 20-26 of this document.

Persons who are resident in, or who are citizens of, jurisdictions outside of Ireland or the United States should refer to paragraph 10 of Part 3 (Information Required under Section 452 of the Act) of this document, which contains important information relevant to such persons.

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Fleetmatics (NYSE: FLTX), an Irish incorporated public limited company, is a leading global provider of mobile workforce solutions for service-based businesses of all sizes delivered as software-as-a-service (SaaS). Fleetmatics’ solutions enable businesses to meet the challenges associated with managing local fleets, and improve the productivity of their mobile workforces, by extracting actionable business intelligence from real-time and historical vehicle and driver behavioural data. Fleetmatics’ intuitive, cost-effective web-based solutions provide fleet operators with visibility into vehicle location, fuel usage, speed and mileage, and other insights into their mobile workforce, enabling them to reduce operating and capital costs, as well as increase revenue. An integrated, full-featured mobile workforce management product provides additional efficiencies related to job management by empowering the field worker and speeding the job completion process from quote through payment. As of 30 June 2016, Fleetmatics served approximately 38,000 customers and approximately 757,000 subscribed vehicles worldwide.

Fleetmatics’ registered and principal office is located in Dublin 24, Ireland, with U.S. headquarters in Waltham, Massachusetts, USA, and offices worldwide and has approximately 1,200 employees worldwide.

Fleetmatics Shares have been traded in the United States on the NYSE under the symbol “FLTX” since Fleetmatics’ initial public offering on 4 October 2012.

The Fleetmatics Directors, who have been so advised by Morgan Stanley as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its opinion to the Fleetmatics Directors, Morgan Stanley has taken into account the commercial assessment of the Fleetmatics Directors. The Fleetmatics Directors unanimously determined that the Expenses Reimbursement Agreement, the Transaction Agreement and the transactions contemplated thereby, including the Scheme, are advisable for, fair to and in the best interests of, the Fleetmatics Shareholders.

Accordingly, the Fleetmatics Directors unanimously recommend that Fleetmatics Shareholders vote or procure votes in favour of the Court Meeting Resolution and the EGM Resolutions (or in the event that the Acquisition is implemented by way of a Takeover Offer, Fleetmatics Shareholders accept or procure acceptance of such Takeover Offer).

Yours faithfully,

/s/ James M. Travers

James M. Travers

Chairman, Fleetmatics Group PLC

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PART 2

LETTER FROM BIDCO

VERIZON BUSINESS INTERNATIONAL HOLDINGS B.V.

(having its official seat in Amsterdam, the Netherlands, registered with the Dutch trade

register under number 33202348)

Registered Office

H.J.E. Wenckenbachweg 123

Amsterdam 1096 AM

The Netherlands

To Fleetmatics Shareholders, and, for information only, to Fleetmatics Optionholders and

Fleetmatics Share Awardholders

RECOMMENDED ACQUISITION OF FLEETMATICS GROUP PLC

Dear Fleetmatics Shareholder,

On 1 August 2016, Fleetmatics and Verizon announced that they had reached agreement on the terms of a recommended acquisition of Fleetmatics by Bidco, an indirect wholly-owned subsidiary of Verizon.

Verizon believes the addition of Fleetmatics to Verizon’s telematics business accelerates its position as a leading provider of fleet and mobile workforce management solutions globally.

Verizon (NYSE, Nasdaq: VZ), headquartered in New York City, generated nearly U.S.$132 billion in revenues in 2015. Verizon operates America’s most reliable wireless network, with 113.2 million retail connections nationwide. The company also provides communications and entertainment services over America’s most advanced fiber-optic network, and delivers integrated business solutions to customers worldwide.

Bidco is an indirect wholly-owned subsidiary of Verizon.

Verizon’s financial advisers are PJT Partners LP and Wells Fargo Securities, LLC. Cleary Gottlieb Steen & Hamilton LLP, Macfarlanes LLP and A&L Goodbody are providing legal advice as to U.S. law, UK law and Irish law, respectively.

Under the terms of the Acquisition, Fleetmatics Shareholders will be entitled to receive U.S.$60.00 in cash for each Scheme Share they hold (without interest and less any applicable withholding taxes), valuing the entire issued and to be issued share capital of Fleetmatics at approximately U.S.$2.4 billion.

The Consideration represents a premium of approximately:

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The total amount of funds required by Verizon to purchase, pursuant to the terms of the Acquisition, all of the issued and to be issued share capital of Fleetmatics is approximately U.S.$2.4 billion. The Consideration payable by Verizon under the terms of the Acquisition will be funded from existing cash on the balance sheet of the Verizon Group, available lines of credit or other sources of liquidity available to Verizon. PJT Partners and Wells Fargo Securities, financial advisers to Verizon, are satisfied that cash resources are available to Bidco to enable it to satisfy in full the cash Consideration payable under the terms of the Acquisition.

Verizon and Bidco do not intend that the payment of interest on, repayment of or security for, any liability (contingent or otherwise) will depend to any significant extent on the business of Fleetmatics.

Verizon believes the addition of Fleetmatics to Verizon’s telematics business accelerates its position as a leading provider of fleet and mobile workforce management solutions globally. As a market leader in North America and increasingly internationally, Fleetmatics has developed a wide-range of compelling SaaS-based products and solutions for small- and medium-sized businesses. Verizon plans to grow Fleetmatics business by leveraging these products along with Verizon’s strong brand, distribution and technology capabilities. Verizon believes that the combination of products and services, software platforms, robust customer bases, domain expertise and experience, and talented and passionate teams between Fleetmatics and Verizon Telematics will position Verizon to become a leading provider of fleet and mobile workforce management solutions globally.

Verizon believes that the acquisition of Fleetmatics will enhance its existing product and service offerings, accelerate growth and innovation, and expand its geographic footprint by advancing its ability to gain market share and acquire market-leading capabilities through its products and technology, and by blending the best teams and talents in the industry. Integration planning is an ongoing process that will continue after the closing of the Acquisition. Verizon has not yet developed plans regarding the potential impact of the Acquisition on Fleetmatics’ operations, including its employees, locations of business or redeployment of fixed assets.

For a period of one year following the Effective Time, Verizon will provide or cause to be provided to each continuing Fleetmatics Employee: (i) a base salary or wage rate, as applicable, that is no less favourable to such Fleetmatics Employee than the base salary or wage rate provided to such Fleetmatics Employee as of immediately prior to the Effective Time; and (ii) benefits (excluding, for the avoidance of doubt, equity and equity-based compensation) that are substantially comparable, in the aggregate, either (1) to those generally made available to similarly situated Verizon employees under Verizon’s compensation and benefit plans and programs, (2) to those provided to such Fleetmatics employees as a group immediately prior to the Effective Time or (3) any combination of (1) and (2) as determined by Verizon. For the 2016 fiscal year of Fleetmatics, Verizon will continue, or cause to be continued, the same cash bonus opportunity (performance metrics and target bonus as a percentage of base compensation) as was provided to the applicable Fleetmatics Employees immediately prior to the Effective Time.

Upon the Scheme becoming effective, each Fleetmatics Director will resign from the Fleetmatics Board if so requested by Verizon.

Upon completion of the Scheme, settlement of the Consideration will be effected within 14 days of the Effective Date. Full details of arrangements in connection with the payment of the Consideration are set out at paragraphs 3 and 4 of Part 4 (The Scheme of Arrangement) of this document and the Transaction Agreement.

Yours faithfully,

/s/ William P. Van Saders

William P. Van Saders

Director, Verizon Business International Holdings B.V.

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PART 3

INFORMATION REQUIRED UNDER SECTION 452 OF THE ACT—RECOMMENDED

ACQUISITION FOR CASH OF FLEETMATICS

On 1 August 2016, Fleetmatics and Verizon announced that they had reached agreement on the terms of a recommended acquisition for cash of the entire issued and to be issued share capital of Fleetmatics by Bidco by way of a scheme of arrangement under Chapter 1 of Part 9 of the Act.

Your attention is drawn to the letter of recommendation from the Fleetmatics Board in Part 1 (Letter of Recommendation from the Fleetmatics Board) of this document, which sets out the reasons why the Fleetmatics Directors, who have been advised by Morgan Stanley as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair to Fleetmatics Shareholders taken as a whole and why the Fleetmatics Board unanimously recommends that all Fleetmatics Shareholders vote in favour of the Acquisition and the Scheme at the Court Meeting and at the EGM, as the Fleetmatics Directors intend to do in respect of their own beneficial holdings of Fleetmatics Shares, which represent, approximately 0.46% of the existing issued share capital of Fleetmatics at the Voting Record Time. In providing its opinion to the Fleetmatics Directors, Morgan Stanley has taken into account the commercial assessment of the Fleetmatics Directors.

The Acquisition is to be effected by way of the scheme of arrangement between Fleetmatics and the Scheme Shareholders under Part 1 of Chapter 9 of the Act. The Scheme is set out in full in Part 4 (The Scheme of Arrangement) of this document. Under the terms of the Scheme, Bidco will pay the Consideration to Scheme Shareholders in consideration for the cancellation of their Cancellation Shares and/or the transfer to Bidco of their Transfer Shares.

If the Scheme is implemented, at the Effective Time, all Cancellation Shares will be cancelled pursuant to Section 84 of the Act and all Transfer Shares will be transferred to Bidco in accordance with the Scheme. Fleetmatics will then issue New Fleetmatics Shares to Bidco in place of the Cancellation Shares and Bidco will pay the Consideration to Scheme Shareholders in consideration for the Acquisition. As a result of the Scheme, Fleetmatics will become a wholly-owned subsidiary of Bidco.

The Scheme will require approval by Fleetmatics Shareholders at the Court Meeting, approval by Fleetmatics Shareholders at the EGM and the sanction of the High Court at the Court Hearing. The Court Meeting and the EGM and the nature of the approvals required to be given at the Meetings are described in more detail in paragraph 4 of this Part 3 (Information Required under Section 452 of the Act). Each Fleetmatics Shareholder of record is entitled to be represented by counsel or a solicitor (at its own expense) at the Court Hearing to support or oppose the sanctioning of the Scheme.

The Acquisition is subject to a number of Conditions (summarised in paragraph 3 of this Part 3 (Information Required under Section 452 of the Act)) and set out in full in Part 5 (Conditions to and Further Terms of the Acquisition and the Scheme) of this document. The Acquisition can only become effective if the Conditions to the Acquisition have been satisfied or waived (if capable of waiver) on or before the Effective Date in accordance with their respective terms.

The Scheme will become effective in accordance with its terms on the delivery to the Registrar of Companies of the Court Order together with the minute required by Section 86 of the Act confirming the reduction of capital to take place in connection with the Acquisition. The reduction of capital will become effective upon the registration of such Court Order and minute by the Registrar of Companies, which, subject to the sanction of the Scheme by the High Court, is expected to occur in the fourth quarter of 2016.

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The Acquisition is conditional on, among other things, the Scheme becoming effective. The Conditions to the Acquisition and the Scheme are set out in full in Part 5 (Conditions to and Further Terms of the Acquisition and the Scheme) of this document. The implementation of the Scheme and the Acquisition is conditional upon:

The Scheme is subject to approval by Fleetmatics Shareholders at the Court Meeting as more fully described in paragraph 4.1 of this Part 3 (Information Required under Section 452 of the Act) and its implementation will also require various approvals of Fleetmatics Shareholders (where eligible) at the separate EGM, as more fully described in paragraph 4.2 of this Part 3 (Information Required under Section 452 of the Act), both of which will be held on 12 October 2016. The Court Meeting will start at 8.00 a.m. (Irish time) and EGM will start at 8.15 a.m. (Irish time) (or, if later, as soon thereafter as the Court Meeting is concluded or adjourned). The Court Meeting is being held to seek the approval of the Scheme by Fleetmatics Shareholders. The EGM is being convened to enable the Fleetmatics Board to implement the Scheme and to amend the Fleetmatics Articles, as described below.

Notices of the Court Meeting and the EGM are set out in the following parts of this document:

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The entitlement of Fleetmatics Shareholders to attend and vote at each Meeting (where eligible) is detailed in the section above entitled Action to be Taken/General Information beginning on page 20. The number of votes which may be cast at each Meeting will be determined by reference to the Register of Members of Fleetmatics at the Voting Record Time.

The Court Meeting has been convened for 8.00 a.m. (Irish time) on 12 October 2016 to enable Fleetmatics Shareholders at the Voting Record Time to consider and vote on (1) a resolution proposing that the Scheme (with or without modification) be agreed to and (2) a resolution proposing to adjourn the Court Meeting, if necessary, to solicit additional proxies in favour of approval of the resolutions to be considered at the Court Meeting. At the Court Meeting, voting will be by poll and not a show of hands and each Fleetmatics Shareholder who is present in person or by proxy will be entitled to one vote for each Fleetmatics Share held for the purposes of sub-paragraph (b) below. The approval required at the Court Meeting is that those voting to approve the Scheme must:

For the adjournment to be approved at the Court Meeting, the relevant Fleetmatics Shareholders voting in favour of the adjournment must represent a simple majority (more than 50%) of the votes cast in person or by proxy at the Court Meeting.

It is important that as many votes as possible are cast at the Court Meeting so that the appropriate Resolution can be passed and that the High Court may be satisfied that there is a fair representation of Fleetmatics Shareholder opinion when it is considering whether to sanction the Scheme. Fleetmatics urges Fleetmatics Shareholders who hold shares in “street name” to follow the instructions received from their brokerage firm, bank, dealer or other similar organisation, to ensure the representation and voting of their Fleetmatics Shares at the Court Meeting. The Fleetmatics Board strongly urges Fleetmatics Shareholders of record to complete, sign, date, and return the proxy card marked “Meeting 1—Court Meeting” or to vote via the Internet at www.proxyvote.com by the Proxy Return Time to ensure the representation and voting of their Fleetmatics Shares at the Court Meeting.

In addition, the EGM has been convened for 8.15 a.m. (Irish time) on 12 October 2016 (or, if later, as soon thereafter as the Court Meeting is concluded or adjourned). A quorum must be present in order to conduct any business at the EGM. The Fleetmatics Articles provide that the presence at the EGM of two or more Fleetmatics Shareholders of record present in person or by proxy and holding shares representing at least 50% of the issued shares carrying the right to vote at such meeting constitutes a quorum for the transaction of business. At the EGM, the Fleetmatics Shareholders will consider and, if thought fit, pass the following resolutions (which in the case of special resolutions require a vote in favour of not less than three-fourths (75%) of the votes cast and in the case of ordinary resolutions require a simple majority (more than 50%) of the votes cast):

Resolution 1—Special Resolution

To amend the memorandum of association of Fleetmatics to broaden the objects of Fleetmatics in order to enable it to implement the Scheme.

Resolution 2—Ordinary Resolution

To approve the Scheme and to authorise the Fleetmatics Directors to take such action as they consider necessary or appropriate to carry the Scheme into effect.

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Resolution 3—Special Resolution

To approve the cancellation of the Cancellation Shares pursuant to Section 84 of the Act.

Resolution 4—Ordinary Resolution

To authorise the Fleetmatics Directors to issue relevant securities pursuant to Section 1021 of the Act and to apply the reserve in the books arising upon the cancellation described above in paying up in full at par New Fleetmatics Shares.

Resolution 5—Special Resolution

To amend the Fleetmatics Articles to ensure that any Fleetmatics Shares issued under the Fleetmatics Share Plans, or otherwise between the Voting Record Time and the Scheme Record Time will be subject to the Scheme. It is also proposed to amend the Fleetmatics Articles so that any Fleetmatics Shares issued to any person (other than Bidco) after the Scheme Record Time will become transferable to Bidco on the same terms as under the Scheme and without the need for any further action being required (any such person will receive U.S.$60.00 in cash (without interest and less any applicable withholding taxes) for each Fleetmatics Share issued to them and acquired by Bidco).

These amendments are designed to avoid any person (other than Bidco) being left with Fleetmatics Shares after trading of Fleetmatics Shares has ceased on the NYSE. Resolution 5, set out in the notice of EGM in Part 11 (Notice of Extraordinary General Meeting of Fleetmatics Group PLC) of this document, seeks the approval of Fleetmatics Shareholders for such amendments.

Resolution 6—Ordinary Resolution (non-binding, advisory )

To approve, on a non-binding, advisory basis, the compensation that will or may become payable to Fleetmatics’ named executive officers relating to the Acquisition as disclosed pursuant to Item 402(t) of Regulation S-K (and as more particularly described in paragraph 7.6 of Part 3 (Information Required under Section 452 of the Act) of this document).

The vote to approve this “golden parachute” compensation is advisory only and will not be binding on Fleetmatics and is not a condition to completion of the Acquisition. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to shareholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Acquisition is consummated, the named executive officers will be entitled to receive the compensation that is based on or otherwise relates to the Acquisition in accordance with the terms and conditions applicable to such payments.

Resolution 7—Ordinary Resolution

To approve a proposal to adjourn the EGM, if necessary, to solicit additional proxies in favour of approval of the resolutions to be considered at the EGM. Fleetmatics is submitting a proposal for consideration at the EGM to authorise the Chairman of the EGM to approve one or more adjournments of the EGM if there are not sufficient votes to approve the Resolutions to be considered at the EGM at the time of the EGM. Even though a quorum may be present at the EGM, it is possible that Fleetmatics may not have received sufficient votes to approve the resolutions to be considered at the EGM by the time of the EGM. In that event, Fleetmatics would determine to adjourn the EGM in order to solicit additional proxies. The adjournment proposal relates only to an adjournment of the EGM for purposes of soliciting additional proxies to obtain the requisite Fleetmatics Shareholder approval to approve the Resolutions to be considered at the EGM. Any other adjournment of the EGM (e.g., an adjournment required because of the absence of a quorum) would be voted upon pursuant to the discretionary authority granted by the proxy.

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Subject to the approval of the Resolutions and the prior satisfaction of the Conditions, the Court Hearing is expected to take place during the fourth quarter of 2016. Each Fleetmatics Shareholder is entitled to be represented by counsel or a solicitor (at its own expense) at the Court Hearing to support or oppose the sanctioning of the Scheme.

Fleetmatics Shareholders of record have been sent proxy cards marked with the relevant number of the meeting for the Court Meeting and the EGM. Fleetmatics Shareholders of record are strongly urged to complete and return their relevant proxy cards (in respect of the Court Meeting the proxy card marked Meeting 1—Court Meeting and in respect of the EGM the proxy card marked Meeting 2—Extraordinary General Meeting) as soon as possible and in any event, by no later than the Proxy Return Time.

Fleetmatics Shareholders who hold their shares in “street name” are strongly urged to follow the instructions received from their brokerage firm, bank, dealer or other similar organisation in respect of the Court Meeting and the EGM.

If Fleetmatics Shareholders who hold in “street name”, or brokers holding Fleetmatics Shares on behalf of their clients, cause abstentions to be recorded, these Fleetmatics Shares will be considered present for purposes of determining whether or not a quorum is present at the Meetings. However, abstentions will have no effect on the approval of any of the proposals.

Members of the NYSE (such as a brokerage firm, bank, dealer, or other similar organisation) are permitted to vote their clients’ proxies at their own discretion as to certain “routine” proposals. Where a proposal is not “routine”, such as the resolutions to be proposed at the Court Meeting and the EGM, a broker who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. When a broker indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, the missing votes are referred to as “broker non-votes”. The proposals contained in this document are not “routine” proposals. Broker non-votes would be considered present for purposes of determining whether or not a quorum is present at the Meetings but because they are not voted affirmatively or negatively, they will have no effect on the approval of any of the Resolutions.

It is proposed that, under the Scheme, the Cancellation Shares will be cancelled pursuant to Sections 84 to 86 of the Act and all Transfer Shares will be transferred to Bidco. New Fleetmatics Shares will be issued to Bidco (and/or its nominee(s)) by the capitalisation of the reserve arising from the cancellation of the Cancellation Shares. As a result of these arrangements, Fleetmatics will become a wholly-owned subsidiary of Bidco.

Fleetmatics Shareholders whose shares are subject to the Scheme will receive the Consideration (without interest and less any applicable withholding taxes). Fleetmatics Shares issued after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is proposed that the Fleetmatics Articles be amended so that Fleetmatics Shares issued after the Scheme Record Time (other than to Bidco) will be automatically transferred to Bidco on the same terms as under the Scheme.

It is expected that the Scheme will become effective and that the Acquisition will be completed in the fourth quarter of 2016. The Scheme can only become effective if all the Conditions to which the Scheme is subject have been satisfied or waived (if capable of waiver) by no later than the End Date or such later date (if any) as Fleetmatics, Bidco and Verizon may, with (if required) the consent of the Panel, agree and (if required) the High Court may allow. The Scheme will become effective in accordance with its terms on delivery to

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the Registrar of Companies of the Court Order together with the minute required by Section 86 of the Act confirming the Reduction of Capital to take place in connection with the Acquisition. The Reduction of Capital becomes effective upon the registration of the Court Order and minute by the Registrar of Companies. Once the Scheme becomes effective, its terms will be binding on all Fleetmatics Shareholders, irrespective of whether they attended the Court Meeting and irrespective of the matter in which they voted.

This section describes the treatment of Fleetmatics Options and Fleetmatics Share Awards. As is required under the Irish Takeover Rules, an appropriate proposal will be made to holders of Fleetmatics Share Awards and holders of Fleetmatics Options in respect of each Fleetmatics Share Award and Fleetmatics Option in connection with the Scheme. Fleetmatics Share Awards and Fleetmatics Options will be treated as follows:

Each Fleetmatics Share Award that is outstanding and vested immediately prior to the Effective Time (including, as a result of any applicable vesting acceleration) will, without any further action on the part of any holder thereof, be cancelled, extinguished and converted into the right of the former holder of such Fleetmatics Share Award to receive U.S.$60.00 per Fleetmatics Share underlying such Fleetmatics Share Award, without interest and less any required withholdings applicable to such Fleetmatics Share Award, which Consideration will be made or caused to be made by Bidco as of, or within 30 days after, the Effective Time.

Each Unvested Share Award will, without any further action on the part of any holder thereof, be cancelled, extinguished and converted into the right of the former holder of such Unvested Share Award to receive, following the Effective Time, the Unvested Share Award Consideration, payable at such time or times as set forth in the paragraph below.

All amounts payable with respect to any Unvested Share Award will (1) be deemed earned and vested on the date(s) on which such Unvested Share Award would otherwise have vested in accordance with the vesting schedule that applied to such Unvested Share Award immediately prior to the Effective Time (including any applicable acceleration provisions, except as otherwise agreed to by Verizon and such former holder in writing), subject to satisfaction of all applicable vesting conditions on or prior to such vesting date(s), and (2) be paid by Verizon or its designee, less any applicable withholding taxes and in accordance with its payroll procedures, no later than 30 days following the vesting date(s) of such Unvested Share Award; provided, however, that any performance measures applicable to such Unvested Share Award will be deemed to have been satisfied as of the Effective Time as if 100% of the applicable performance targets have been achieved and thereafter such Unvested Share Award will continue to vest based upon the otherwise applicable time-based vesting schedule subject to acceleration as provided in this paragraph below; provided further that if, prior to the time at which such Unvested Share Award is fully vested, an Unvested Share Award holder’s employment with Fleetmatics and its subsidiaries is terminated either (A) without cause (as defined in the Transaction Agreement) or (B) by reason of such holder’s disability or death, then, the Unvested Share Award Consideration will be payable to such holder with respect to any unvested portion of such Unvested Share Award (together with any other amounts due pursuant to this paragraph but not yet actually paid) promptly following such termination of employment.

Each Fleetmatics Option that is outstanding and unexercised immediately prior to the Effective Time and whether vested (including, as a result of any applicable vesting acceleration) or unvested, will, without any further action on the part of any holder thereof, be cancelled, terminated and converted into the right of the former holder of such Fleetmatics Option to receive, for each Fleetmatics Share then subject to such

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Fleetmatics Option, the Consideration, without interest and less the exercise price and any required withholdings applicable to such Fleetmatics Option, which will be made or caused to be made by Bidco as of, or within 30 days after, the Effective Time. If the exercise price per Ordinary Share of any Fleetmatics Option (whether or not vested) that is outstanding as of immediately prior to the Effective Time exceeds the Consideration, such Fleetmatics Option will be cancelled as of the Effective Time without the payment of any amount or other consideration in respect thereof.

The effect of the Scheme on the interests of the Fleetmatics Directors and executive officers does not differ from its effect on the like interests of other persons, except as disclosed in this paragraph 7.

The names of the Fleetmatics Directors and executive officers are listed below. The address of each person listed in the table below is Fleetmatics Group PLC, Floors 1 and 2, Block C, Cookstown Court, Cookstown Industrial Estate, Tallaght, Dublin 24, Ireland.

The interests of Fleetmatics Directors and executive officers in the share capital of Fleetmatics and in the Fleetmatics Share Plans including the Fleetmatics Options and Fleetmatics Share Awards held by each Fleetmatics Director and executive officer are set out in paragraph 5.2 of Part 8 (Additional Information) of this document. All securities of Fleetmatics purchased or sold by the Fleetmatics Directors and executive officers within the last 12 months, the dates on which they were purchased or sold and the number purchased or sold on each date are set out in paragraph 5.3 of Part 8 (Additional Information) of this document.

Fleetmatics Directors and executive officers will receive the same Consideration per Fleetmatics Share on the same terms and conditions as the other holders of Fleetmatics Shares in connection with the Scheme. Fleetmatics Share Awards and Fleetmatics Options held by the Fleetmatics Directors and executive officers will be treated in a similar manner to all other Fleetmatics Share Awards and Fleetmatics Options, as set out in paragraph 6 of this Part 3 (Information Required under Section 452 of the Act); provided, however each Unvested Share Award held by a non-employee Fleetmatics Director that was granted in connection with his or her service on the Fleetmatics Board will fully accelerate upon the termination of such service on the Fleetmatics Board at the Effective Time and such Unvested Share Awards will, without any further action on the part of any holder thereof, be cancelled, extinguished and converted into the right of the former holder of such Fleetmatics Share Award to receive the Consideration, without interest and less any required withholdings applicable to such Fleetmatics Share Award, which Consideration will be paid or caused to be paid by Bidco as of, or within 30 days after, the Effective Time.

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The following table sets forth the approximate amount of the payments that each of the Fleetmatics Directors and executive officers is entitled to receive in connection with the consummation of the Scheme pursuant to their Fleetmatics Shares, Fleetmatics Share awards and Fleetmatics Options held as of 15 August 2016, assuming solely for purposes of this table that the Scheme is completed in the fourth quarter of 2016.

Fleetmatics is party to an employment agreement with Mr. Reynolds, which provides that, if, within six months of a change of control (as defined in the employment agreement), Fleetmatics terminates Mr. Reynolds’ employment without cause (as defined in the employment agreement) or Mr. Reynolds resigns from such employment for good reason (as defined in the employment agreement), he will be entitled to severance pay equal to his base salary rate, as then in effect, for 12 months, Fleetmatics-paid coverage for Mr. Reynolds and his eligible dependents under the applicable benefit plans for 12 months following such termination and accelerated vesting of 100% of his outstanding unvested equity awards.

Fleetmatics is party to an employment agreement with Mr. Travers, which provides that if, within six months following a change of control (as defined in the employment agreement), Fleetmatics terminates Mr. Travers’ employment without cause (as defined in the employment agreement) or Mr. Travers resigns from such employment for good reason (as defined in the employment agreement), he will be entitled to (1) a lump sum payment equal to his annual base salary at the level in effect immediately prior to his termination plus a pro-rated portion of his annual target bonus based on achievement of then applicable corporate and personal performance metrics as of his termination date, (2) accelerated vesting of 100% of

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his outstanding equity awards and (3) a cash payment equal to 12 multiplied by the amount of the monthly employer contribution that Fleetmatics would have made to Mr. Travers for health, dental and vision insurance during the period ending 12 months from the date of such termination (such period, the “ Severance Period ”).

Fleetmatics is party to an employment agreement with Ms. Ward, which provides that, if, within six months of a change of control (as defined in the employment agreement), Fleetmatics terminates Ms. Ward’s employment without cause (as defined in the employment agreement) or Ms. Ward resigns from such employment for good reason (as defined in the employment agreement), she will be entitled to (1) a lump sum payment equal to her annual base salary at the level in effect immediately prior to her termination date plus a pro-rated portion of her annual target bonus based on achievement of then applicable corporate and personal performance metrics as of her termination date, (2) accelerated vesting of 100% of her outstanding equity awards and (3) a cash payment equal to 12 multiplied by the amount of the monthly employer contribution that Fleetmatics would have made to Ms. Ward for health, dental and vision insurance during the Severance Period.

Fleetmatics is party to an employment agreement with Ms. Finato, which provides that, if, within six months of a change of control (as defined in the employment agreement), Fleetmatics terminates Ms. Finato’s employment without cause (as defined in the employment agreement) or Ms. Finato resigns from such employment for good reason (as defined in the employment agreement), she will be entitled to severance pay equal to her base salary rate, as then in effect, for six months following termination and Fleetmatics will continue to pay the employer contribution toward Ms. Finato’s and her eligible dependents’ participation in the applicable benefit plans for a period of six months following such termination and accelerated vesting of 100% of her outstanding unvested equity awards.

Fleetmatics is party to an employment agreement with Mr. Mitchell, which provides that, if, within six months of a change of control, Fleetmatics terminates Mr. Mitchell’s employment without cause (as defined in the employment agreement) or Mr. Mitchell resigns from such employment for good reason (as defined in the employment agreement), he will be entitled to severance pay equal to his base salary rate, as then in effect, for 12 months and Fleetmatics will continue to pay the employer contribution toward Mr. Mitchell’s and his eligible dependents’ participation in the applicable benefit plans for a period of 12 months following such termination and accelerated vesting of 100% of his outstanding unvested equity awards.

Fleetmatics is party to an employment agreement with Mr. Dahdah, which provides that, if, within six months of a change of control (as defined in the employment agreement), Fleetmatics terminates Mr. Dahdah’s employment without cause (as defined in the employment agreement) or Mr. Dahdah resigns from such employment for good reason (as defined in the employment agreement), he will be entitled to (1) severance pay equal to his annual base salary at the level in effect immediately prior to his termination date plus, if the termination occurs in 2017 or later, a pro-rated portion of his annual target bonus based on achievement of then applicable corporate and personal performance metrics as of his termination date, (2) accelerated vesting of 100% of his outstanding restricted stock unit awards and performance-based stock unit awards for which performance criteria have been satisfied and (3) Fleetmatics-paid coverage for Mr. Dahdah and his eligible dependents under the applicable benefit plans for 12 months following such termination.

Fleetmatics is party to an employment agreement with Mr. Lifshatz, which provides that, upon a change of control (as defined in the employment agreement), 50% of any outstanding unvested equity awards held by Mr. Lifshatz will become immediately vested. In addition the employment agreement provides that, if, within six months of a change of control, Fleetmatics terminates Mr. Lifshatz’s employment without cause (as defined in the employment agreement) or Mr. Lifshatz resigns from such employment for good reason (as defined in the employment agreement), he will be entitled to severance pay equal to his base salary rate, as then in effect, for 12 months, Fleetmatics-paid coverage for Mr. Lifshatz and his eligible dependents under the applicable benefit plans for 12 months following such termination and accelerated vesting of 100% of any outstanding unvested equity awards.

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The Transaction Agreement provides that, for a period of one year following the Effective Time, Verizon has agreed to provide, or has agreed to cause to be provided, (1) a base salary or wage rate, as applicable, that is no less favourable to each Fleetmatics Employee who remains employed after the Effective Time (each, a “ Fleetmatics Employee ”) than the base salary or wage rate provided to such Fleetmatics Employee as of immediately prior to the Effective Time and (2) benefits (excluding, for the avoidance of doubt, equity and equity-based compensation) that are substantially comparable, in the aggregate, either (A) to those generally made available to similarly situated Verizon employees under Verizon’s compensation and benefit plans and programs, (B) to those provided to such Fleetmatics Employees as a group immediately prior to the Effective Time or (C) any combination of (A) and (B) as determined by Verizon. For the 2016 fiscal year of Fleetmatics, Verizon will continue, or cause to be continued, the same cash bonus opportunity (performance metrics and target bonus as a percentage of base compensation) as was provided to the applicable Fleetmatics Employees immediately prior to the Effective Date.

In addition, Verizon has agreed to provide that, for purposes of vesting and eligibility to participate and, solely in respect of any severance or vacation plan, level of benefits under the employee benefit plans of Verizon providing benefits to any Fleetmatics Employees after the Effective Time (the “ New Plans ”), each Fleetmatics Employee will be credited with his or her years of service with Fleetmatics and its subsidiaries and their predecessors before the Effective Time, to the same extent as such Fleetmatics Employee was entitled, before the Effective Time, to credit for such service under any similar Fleetmatics benefit plan in which such Fleetmatics Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing will (1) not apply with respect to any benefit accrual under any defined benefit pension plan or retiree welfare benefit plan, (2) not apply to the extent that would result in a duplication of benefits with respect to the same period of service, (3) not apply for purposes of any plan, program or arrangement (x) under which similarly situated employees of Verizon and its subsidiaries do not receive credit for prior service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation, (4) apply only with respect to the initial welfare benefit plan of Bidco that a Fleetmatics Employee is eligible to participate in immediately following the Effective Time. In addition, and without limiting the generality of the foregoing, (A) each Fleetmatics Employee will be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is replacing comparable coverage under a Fleetmatics benefit plan in which such Fleetmatics Employee participated immediately before the Effective Time (such plans, collectively, the “ Old Plans ”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits (but not including any disability benefits) to any Fleetmatics Employee, Verizon will use its commercially reasonable efforts to cause (i) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Fleetmatics Employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Old Plans, and (ii) any eligible expenses incurred by such Fleetmatics Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Fleetmatics Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Fleetmatics Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

The table below sets forth the information required by Item 402(t) of Regulation S-K regarding compensation for each named executive officer of Fleetmatics that is based upon or otherwise related to the Scheme. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The amounts set forth in the table are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this document and in the footnotes to the table.

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As a result, the actual amounts, if any, that a named executive officer will receive may materially differ from the amounts set forth in the table.

The table below assumes that (1) the Effective Time will occur in the fourth quarter of 2016, (2) the employment of the named executive officer will be terminated on such date in a manner entitling the named executive officer to receive severance payments and benefits under the terms of the named executive officer’s employment agreement, (3) the named executive officer’s base salary rates and annual target bonuses remain unchanged from those in place as of 30 July 2016, (4) no named executive officer receives any additional equity grants or exercises any Fleetmatics Options on or prior to the Effective Time, and (5) no named executive officer enters into new agreements or is otherwise legally entitled to, prior to the Effective Time, additional compensation or benefits. For a narrative description of the terms and conditions applicable to the payments quantified in the table below, see “Treatment of Fleetmatics Share Awards and Fleetmatics Options” and “Agreements or Arrangements with Fleetmatics Executive Officers” above.

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In connection with the Acquisition, the officers, directors and employees of Fleetmatics will be entitled to certain indemnification rights and directors’ and officers’ liability insurance that will survive completion of the Acquisition, as described in paragraph 7.7 of Part 1 (Letter of Recommendation from the Fleetmatics Board) of this document.

Your attention is drawn to paragraphs 8 and 9 of Part 8 (Additional Information) of this document, headed “Irish Taxation” and “U.S. Federal Income Tax Consequences” respectively. If you are in any doubt as to your own tax position, or if you require more detailed information or if you are subject to taxation in any jurisdiction other than Ireland or the United States, you should consult an independent financial adviser immediately.

If the Scheme is approved by the High Court, a request will be made to cancel the listing of Fleetmatics Shares on the NYSE and to deregister the Fleetmatics Shares under the Exchange Act. The last day of dealings in Fleetmatics Shares on the NYSE is currently expected to be on or about the Effective Date.

No transfers of Fleetmatics Shares (other than transfers to Bidco) will be registered after the Scheme Record Time. At the Effective Time, any share certificates in respect of Fleetmatics Shares will cease to be of value and should, if so requested by Fleetmatics or its agents, be sent to Fleetmatics for cancellation.

Subject to the Acquisition becoming effective, the Consideration will be despatched within 14 days of the Effective Date by ordinary post (or by such other manner as the Panel may approve). Such cash payments will be made in U.S. dollars. For Fleetmatics Shareholders who hold their shares in “street name”, the Consideration will be transmitted to their brokerage firm, bank, dealer or other similar organisation who will arrange for the allocation of funds to those Fleetmatics Shareholders who hold in “street name”.

Fleetmatics Shareholders will receive U.S.$60.00 in cash (without interest and less any applicable withholding taxes) for each Fleetmatics Share that they own.

Verizon has confirmed that, except with the consent of the Panel, any payment to which a Fleetmatics Shareholder is entitled will be implemented in full without regard to any lien, right of set-off, counter claim or other analogous right to which Bidco may be, or claim to be, entitled against such Fleetmatics Shareholder.

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All documents and remittances sent to Fleetmatics Shareholders (or in accordance with their directions) will be despatched at their own risk.

If the Scheme becomes effective, Fleetmatics will become a wholly-owned subsidiary of Bidco and, as such, Fleetmatics Shareholders will not have an opportunity to continue their equity interest in Fleetmatics as an ongoing corporation and, therefore, will not have the opportunity to share in its future earnings, dividends or growth, if any.

As regards to Overseas Shareholders, the Acquisition may be affected by the laws of the relevant jurisdictions. Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of Overseas Shareholders to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

This document has been prepared for the purposes of complying with the laws of Ireland and the Irish Takeover Rules and U.S. proxy rules respectively (to the extent applicable), and the information disclosed may be different from that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside Ireland and the United States.

Overseas Shareholders are encouraged to consult their local tax adviser.

Morgan Stanley was retained by Fleetmatics to act as financial adviser to Fleetmatics Board in connection with the Acquisition. The Fleetmatics Board selected Morgan Stanley to act as its financial adviser based on Morgan Stanley’s qualifications, expertise and reputation, and Morgan Stanley’s knowledge of the business and affairs of Fleetmatics and the industry in which Fleetmatics operates. On 29 July 2016, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to Fleetmatics Board that, as of that 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 U.S.$60.00 per share consideration to be received by Fleetmatics Shareholders pursuant to the Transaction Agreement was fair and reasonable from a financial point of view to such Fleetmatics Shareholders.

The full text of Morgan Stanley’s written opinion to Fleetmatics Board, dated 29 July 2016, is attached as Annex C to this document and is incorporated by reference in this document in its entirety. Fleetmatics Shareholders should read the opinion in its entirety for a discussion of 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. Rule 3.1 of the Irish Takeover Rules requires the Fleetmatics Board to obtain competent independent advice on the offer, and in connection with this requirement and the statement given by the Fleetmatics Board in the Rule 2.5 Announcement that it considered the terms of the Acquisition to be fair and reasonable, the Fleetmatics Board asked for Morgan Stanley’s opinion as to whether the consideration to be received by the Fleetmatics Shareholders pursuant to the terms of the Transaction Agreement was fair and reasonable from a financial point of view to such Fleetmatics Shareholders. Morgan Stanley’s opinion was addressed to, and was provided for the information of, the Fleetmatics Board, in its capacity as such, and addressed only the fairness and reasonableness from a financial point of view of the

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consideration to be received by Fleetmatics Shareholders pursuant to the Transaction Agreement as of the date of the opinion, and did not address any other aspects or implications of the Acquisition. Morgan Stanley’s opinion did not address the relative merits of the Acquisition as compared to any other alternative business transactions, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley was not requested to opine on, and its opinion did not in any manner address, the underlying business decision of the Fleetmatics Board to recommend that Fleetmatics Shareholders vote their shares in favour of the Acquisition and its opinion did not in any way constitute a recommendation by Morgan Stanley or any of its associated companies, branches and affiliates (the “Morgan Stanley Group”) as to how any holder of securities in Fleetmatics should act or vote at the Meetings to be held in connection with the Acquisition or whether any holder of securities in Fleetmatics should take any other action in connection with the Acquisition. The summary of the opinion of Morgan Stanley set forth below is qualified in its entirety by reference to the full text of Morgan Stanley’s written opinion.

In arriving at its opinion, Morgan Stanley, among other things:

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 Fleetmatics, and which formed a substantial basis for its opinion. Morgan Stanley further relied upon the assurances of Fleetmatics management that it was not aware of any facts or circumstances that would make any such information inaccurate or misleading and that no relevant facts or circumstances had been omitted. 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 the management of Fleetmatics of the future financial performance of Fleetmatics. In addition, Morgan Stanley assumed that the Acquisition will be consummated in accordance with the terms set forth in the Transaction Documents without any waiver, amendment or delay of any terms or conditions thereof,

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including, among other things, that the final Transaction Documents would not differ in any material respects from the drafts thereof furnished 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 Acquisition, 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 Acquisition. Morgan Stanley is not a legal, tax, regulatory, accounting or actuarial adviser. Morgan Stanley is a financial adviser only and Morgan Stanley relied upon, without independent verification, the assessment of Fleetmatics and Fleetmatics’ legal, tax, regulatory, accounting or actuarial advisers with respect to legal, tax, regulatory, accounting or actuarial matters arising out of or in connection with the Acquisition. Morgan Stanley expressed no opinion with respect to the fairness or reasonableness of the amount or nature of the compensation to be paid to any of Fleetmatics’ officers, directors or employees, or any class of such persons, relative to the Consideration to be received by Fleetmatics Shareholders in the Acquisition. Morgan Stanley expressed no opinion as to the relative fairness or reasonableness of any portion of the consideration to be paid pursuant to the Transaction Agreement to holders of any equity securities of Fleetmatics other than the Fleetmatics Shareholders. In arriving at its opinion, Morgan Stanley did not conduct a physical inspection of the properties and facilities of Fleetmatics and did not make any independent valuation or appraisal of the assets or liabilities (including any derivative or off-balance sheet assets and liabilities) of Fleetmatics, nor was Morgan Stanley furnished with any such valuations or appraisals. In addition, Morgan Stanley did not make any independent valuation or appraisal concerning the solvency or fair value of Fleetmatics under any laws relating to bankruptcy, insolvency or similar matters. Morgan Stanley’s opinion was not a solvency opinion and did not in any way address the solvency or financial condition of Fleetmatics. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, the date of its opinion. Events occurring after the date of Morgan Stanley’s opinion may affect its opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Morgan Stanley’s opinion is limited to the fairness and reasonableness from a financial point of view of the Consideration to be received by Fleetmatics Shareholders pursuant to the Transaction Agreement. In arriving at its opinion, Morgan Stanley was not authorised to solicit, nor did it solicit, interest from any party with respect to an acquisition, business combination or other extraordinary transaction involving Fleetmatics. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice. In providing its opinion Morgan Stanley took into account the Fleetmatics Board’s commercial assessment of the Acquisition.

The following is a brief summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the Fleetmatics Board, dated 29 July 2016, the full text of which is attached as Annex C to this document. 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 26 July 2016. The various financial analyses summarised below were based on the closing price of U.S.$41.89 per Fleetmatics Share on 26 July 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. Furthermore, mathematical analysis, such as determining the mean, median or average, is not in itself a meaningful method of using the data referred to below.

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In performing its financial analysis summarised below and in arriving at its opinion, Morgan Stanley utilised and relied upon the projections provided by Fleetmatics’ management and referred to below as the “Management Case”. Morgan Stanley also utilised publicly available estimates prepared by equity research analysts, available as of 26 July 2016, which is referred to as the “Street Case”. For further information regarding the Management Case and the Street Case, see “—Certain Financial Projections” beginning on page 77.

Public Trading Comparables Analysis

Morgan Stanley performed a public trading comparables analysis, which is designed to provide an implied value of a company by comparing it to similar publicly-traded companies. Morgan Stanley reviewed and compared certain financial estimates for Fleetmatics with comparable publicly available consensus equity research analyst estimates for selected companies, selected based on Morgan Stanley’s professional judgment and experience, that share similar business characteristics and/or have certain comparable operating characteristics. The companies, which are referred to as the “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 capitalisation plus total debt less cash and cash equivalents to (i) estimated earnings before interest, taxes, depreciation, amortisation and stock-based compensation (referred to herein as “ Adjusted EBITDA ”) for calendar year 2017 and (ii) estimated Adjusted EBITDA minus estimated capital expenditures (including capitalised software) for calendar year 2017. 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 to estimated 2017 Adjusted EBITDA multiples and to estimated 2017 Adjusted EBITDA less capital expenditures (including capitalised software) multiples and applied these ranges of multiples to estimated 2017 Adjusted

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EBITDA and the estimated 2017 Adjusted EBITDA less capital expenditures (including capitalised software) for Fleetmatics. Morgan Stanley used the Street Case for purposes of this analysis for enhanced comparison with the comparable companies.

Morgan Stanley also analyzed the ratio of the closing share price on 26 July 2016, which is referred to as “equity value per share”, to estimated levered free cash flows (which is referred to as “ FCF ”) per share for calendar year 2017, which Morgan Stanley calculated as cash flows from operations minus capital expenditures (including capitalised software). 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 equity value per share to estimated 2017 FCF per share multiples and applied these ranges to the estimated 2017 FCF for Fleetmatics. Morgan Stanley used the Street Case for purposes of this analysis for enhanced comparison with the comparable companies.

Based on the number of outstanding Fleetmatics Shares on a fully-diluted basis (including outstanding options and restricted share awards) as provided by Fleetmatics management, the foregoing analyses resulted in the following estimated implied values per Fleetmatics Share as of 26 July 2016:

No company utilised in the public trading comparables analysis is identical to Fleetmatics. 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 Fleetmatics’ control. These include, among other things, the impact of competition on Fleetmatics’ business and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Fleetmatics 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 companies data.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered cash flows and terminal value of such company.

Morgan Stanley calculated ranges of implied equity values per Fleetmatics Shares based on estimates of future Unlevered Free Cash Flows for fiscal years 2016 through 2025, using projections contained in the Street Case and the Management Case and extrapolations thereof as described in “—Certain Financial Projections” beginning on page 77.

Based on perpetual growth rates ranging from 2.5% to 3.5%, which growth rates were selected based upon the application of its professional judgment and experience, Morgan Stanley calculated terminal values in the year 2025. The Unlevered Free Cash Flows and terminal values were discounted to present values as of 26 July 2016 at discount rates ranging from 9.5% to 10.5%, which discount rates were selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect an estimate of Fleetmatics’ weighted average cost of capital.

For its analysis using the Street Case, Morgan Stanley assumed a tax rate of 12.0% in the terminal year based on projections from equity research analysts and confirmed by Fleetmatics’ management. For its analysis using the Management Case, Morgan Stanley assumed a tax rate of 7.2% in the terminal year per Fleetmatics’ management.

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Based on the number of outstanding Fleetmatics Shares on a fully-diluted basis (including outstanding options and restricted share awards) as provided by Fleetmatics’ management, the foregoing analyses resulted in the following estimated implied values per Fleetmatics Share as of 30 June 2016:

Leveraged Buyout Analysis

Morgan Stanley performed an illustrative leveraged buyout analysis to estimate the theoretical prices at which a financial sponsor might effect a leveraged buyout of Fleetmatics. For purposes of this analysis, Morgan Stanley assumed a transaction closing date of 31 December 2016 and an illustrative multiple of debt to last-twelve-months Adjusted EBITDA at the transaction closing date of 6.0x. Morgan Stanley also assumed a subsequent exit transaction by the financial sponsor at 31 December 2021 with a hypothetical target internal rate of return for the financial sponsor between 31 December 2016 and 31 December 2021 of 20.0%. The implied acquisition price per share paid by the financial sponsor was based on a valuation of Fleetmatics realised by the financial sponsor in such subsequent exit transaction calculated with reference to an AV to next-twelve-months Adjusted EBITDA multiple ranging from 11.0x to 13.0x and Fleetmatics’ estimated total debt and cash as of 31 December 2021. Morgan Stanley utilised projections from the Street Case and the Management Case, and extrapolations thereof as described in “—Certain Financial Projections” beginning on page 77, in performing its analysis. The following table summarises Morgan Stanley’s analysis:

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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 and premia of selected transactions. Morgan Stanley compared publicly available statistics for software and software-as-a-service transactions, selected based on Morgan Stanley’s professional judgment and experience, with an equity value of greater than U.S.$1 billion announced between 24 October 2011 and 2 June 2016. Morgan Stanley selected such comparable transactions because they shared certain characteristics with the Acquisition. The following is a list of the software and software-as-a-service transactions included in this analysis:

Selected Software and Software-as-a-Service Transactions (Target / Acquiror)

Acme Packet, Inc. / Oracle Corporation

Advent Software, Inc. / SS&C Technologies Holdings, Inc.

Ariba, Inc. / SAP AG

BMC Software, Inc. / Bain Capital Partners, LLC, Golden Gate Private Equity, Inc, Insight Venture Management, LLC, GIC Special Investments Pte Ltd and Elliot Associates, L.P.

Compuware Corporation / Thoma Bravo, LLC

Concur Technologies, Inc. / SAP AG

Constant Contact, Inc. / Endurance International Group Holdings, Inc.

Cvent, Inc. / Vista Equity Partners

Dealertrack Technologies, Inc. / Cox Automotive, Inc.

Demandware, Inc. / salesforce.com, inc.

ExactTarget, Inc. / salesforce.com, inc.

Informatica Corporation / Permira Funds

Kenexa Corporation / International Business Machines Corporation

Marketo, Inc. / Vista Equity Partners

MICROS Systems, Inc. / Oracle Corporation

Qlik Technologies Inc. / Thoma Bravo, LLC

Responsys, Inc. / Oracle Corporation

RightNow Technologies, Inc. / Oracle Corporation

SolarWinds, Inc. / Silver Lake Partners and Thoma Bravo, LLC

Solera Holdings, Inc. / Vista Equity Partners

Sourcefire, Inc. / Cisco Systems, Inc.

SuccessFactors, Inc. / SAP AG

Taleo Corporation / Oracle Corporation

TIBCO Software Inc. / Vista Equity Partners

UNIT4 N.V. / Advent International Corporation

For each transaction listed above, Morgan Stanley noted the multiple of aggregate value of the transaction to (i) the last twelve months Adjusted EBITDA (“ LTM Adjusted EBITDA ”) of the acquired company and (ii) the estimated next twelve months Adjusted EBITDA (“ NTM Adjusted EBITDA ”) of the acquired company. For purposes of the NTM Adjusted EBITDA, Morgan Stanley utilised publicly available consensus equity analyst research estimates. Morgan Stanley also noted the following financial statistics where available: (1) the implied premium to the acquired company’s closing share price on the last trading day prior to announcement (or the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news) and (2) the implied premium to the acquired company’s 30-trading-day average closing share price prior to announcement (or the last 30-trading-day average closing share price prior to the share price being affected by acquisition rumors or similar merger-related news).

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 and implied premia of the transactions and applied these ranges of financial

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multiples and implied premia to the relevant financial statistic for Fleetmatics. The following table summarises Morgan Stanley’s analysis:

No company or transaction utilised in the precedent transactions analysis is identical to Fleetmatics or the acquisition. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, regulatory, economic, market and financial conditions, and other matters, many of which are beyond Fleetmatics’ control, such as the impact of competition on Fleetmatics’ business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Fleetmatics 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 the equity value of the transactions to which they are being compared. The fact that points in the range of implied value per Fleetmatics Share derived from the valuation of precedent transactions were less than or greater than the consideration is not necessarily dispositive in connection with Morgan Stanley’s analysis of the consideration for the Acquisition, but one of many factors Morgan Stanley considered. Mathematical analysis, such as determining the average or median, is not in itself a meaningful method of using comparable transaction data.